Annual / Quarterly Financial Statement • Mar 20, 2017
Annual / Quarterly Financial Statement
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We have audited the accompanying consolidated financial statements of the CIECH S.A. Group (hereinafter called "the Group"), having CIECH S.A., Wspólna 62 Street, Warsaw, as its parent company (hereinafter called "the Parent Company"), which comprise the consolidated statement of financial position as at 31 December 2016, the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, the statement of changes in consolidated equity, the consolidated statement of cash flows for the year from 1 January to 31 December 2016 and a summary of significant accounting policies and other explanatory notes.
The Parent Company's Management Board is responsible for the preparation of these consolidated financial statements, on the basis of correctly maintained consolidation documentation, and their fair presentation in accordance with the International Financial Reporting Standards as adopted by the European Union and in accordance with the applicable regulations. The Parent Company's Management Board is also responsible for internal controls as management determines necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
The Parent Company's Management Board and Supervisory Board are obliged to ensure that the consolidated financial statements meet the requirements of the Accounting Act of 29 September 1994 ("the Accounting Act" – Journal of Laws of 2016, item 1047 as amended).
Our responsibility was to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with section 7 of the Accounting Act and International Standards on Auditing as adopted by the National Council of Certified Auditors as the National Standards on Audit and Assurance with a resolution dated 10 February 2015. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Group's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
PricewaterhouseCoopers Sp. z o.o., International Business Center, Al. Armii Ludowej 14, 00-638 Warszawa, Polska, T: +48 (22) 746 4000, F: +48 (22) 742 4040, www.pwc.com
PricewaterhouseCoopers Sp. z o.o. is entered into the National Court Register (KRS) maintained by the District Court in Warsaw, with the reference number (KRS) 0000044655, and tax indentification number (NIP) 526-021-02-28. Share capital amounts to PLN 10,363,900. Headquarters in Warsaw, Al. Armii Ludowej 14.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the accompanying consolidated financial statements:
Our opinion on the audit of the consolidated financial statements does not cover the Management Board report on the Group's and Parent Company's activities.
The Parent Company's Management Board is responsible for the preparation of the report on the Group's activities in accordance with the Accounting Act, and the Decree. Further, the Management Board and Supervisory Board are obliged to ensure that the report on the Group's activities meets the requirements of the Accounting Act.
With respect to our audit of the consolidated financial statements, our responsibility was to read the Management Board report on the Group's and Parent Company's activities and consider whether the information included in this Report complies with the regulations of article 49 of the Accounting Act and the Decree and is consistent with the information in the related consolidated financial statements. Our responsibility was also to consider, based on the knowledge of the Group and its environment obtained during our audit, whether the Management Board report on the Group's and Parent Company's activities does not contain any material misstatements.
In our opinion, the information contained in the Management Board report on the Group's and Parent Company's activities for the year from 1 January to 31 December 2016 comply with the requirements of article 49 of the Accounting Act and the Decree and is consistent with the information in the audited consolidated financial statements.
Further, based on the knowledge of the Group and its environment obtained during our audit we have not identified any material misstatements in the Management Board report on the Group's and Parent Company's activities.
With respect to our audit of the consolidated financial statements, our responsibility was also to read the Group's Statement of Corporate Governance, which is a separate part of the Management Board report on the Group's and Parent Company's activities. In our opinion, the Group included information in accordance with the scope defined in the Decree, and information as indicated in the Decree, complies with the applicable regulations and is consistent with the information contained in the consolidated financial statements.
Auditor conducting the audit on behalf of PricewaterhouseCoopers Sp. z o.o. Registered Audit Company No. 144:
Piotr Wyszogrodzki
Key Registered Auditor No. 90091
Warsaw, 20 March 2017
Independent Registered Auditor's Report
Consolidated Financial Statements
Management Board Report on Group's and Parent Company's activities
Registered Auditor's Report on the audit of the consolidated financial statements
Independent Registered Auditor's Report prepared by PricewaterhouseCoopers Sp. z o.o.
Consolidated Financial Statements
prepared by CIECH S.A. Group
Management Board Report on Group's and Parent Company's activities
prepared by Management Board of CIECH S.A.
prepared by PricewaterhouseCoopers Sp. z o.o.
Registered auditor's report on the audit of the consolidated financial statements for the year from 1 January to 31 December 2016
Translation note:
| Page | ||
|---|---|---|
| I. | General information about the Group2 | |
| II. | Information about the audit8 | |
| III. | The Group's results, financial position and significant items of the consolidated financial | |
| statements 9 |
||
| IV. | The independent registered auditor's statements | 13 |
| V. | Final information |
14 |
Translation note:
| Shareholder's name | Number of shares held |
Par value of shares held (PLN '000) |
Type of shares held |
Votes (%) |
|---|---|---|---|---|
| KI Chemistry S. à r. l | 26,952,052 | 134,760,260 | ordinary | 51.14% |
| TFI PZU Funds | 6 428 681 | 32,143,405 | ordinary | 12,20% |
| Nationale-Nederlanden Otwarty Fundusz Emerytalny |
3 000 000 | 15,000,000 | ordinary | 5,69% |
| Others | 16 319 176 | 81,595,880 | ordinary | 30,97% |
| 52,699,909 | 263,499,545 | 100% |
(*) Based on CIECH S.A. list of shareholders holding at least 5% of votes at the Extraordinary General Meeting of Shareholders of CIECH S.A.
h. As at 31 December 2016, the CIECH S.A. Group comprised the following entities:
| Name | Nature of equity relationship (interest in %) |
Consolidation method |
Auditor of the financial statements |
Type of opinion | Balance sheet date |
|---|---|---|---|---|---|
| CIECH S.A. |
Parent Company | Not applicable | PricewaterhouseCoopers Sp. z o.o. | unqualified | 31 December 2016 |
| CIECH Trading S.A. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | unqualified | 31 December 2016 |
| CIECH Finance Sp. z o.o. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| CIECH R&D Sp. z o.o. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| CIECH Nieruchomości S.A. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| CIECH Soda Romania S.A. |
Subsidiary (98,74%) | Full | PricewaterhouseCoopers Audit S.R.L. |
As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| CIECH Vitrosilicon S.A. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | unqualified | 31 December 2016 |
| CIECH Transclean Sp. z o.o. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | unqualified | 31 December 2016 |
| CIECH Pianki Sp. z o.o. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | unqualified | 31 December 2016 |
| CIECH Group Financing AB |
Subsidiary (100%) | Full | Öhrlings PricewaterhouseCoopers | As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
Translation note:
| Name | Nature of equity relationship (interest in %) |
Consolidation method |
Auditor of the financial statements |
Type of opinion | Balance sheet date |
|---|---|---|---|---|---|
| Verbis ETA Sp. z o.o. | Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| Verbis ETA Sp. z o.o. SKA | Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| CIECH Cerium Sp. z o.o. SK |
Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| Beta Cerium Sp. z o.o. Sp. k. | Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| Vasco Polska Sp. z o.o. | Subsidiary (90%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| JANIKOSODA S.A. | Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| CIECH Soda Polska S.A. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | unqualified | 31 December 2016 |
| CIECH Cargo Sp. z o.o. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | unqualified | 31 December 2016 |
| Cerium Sp. z o.o. | Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| Gamma Finanse Sp. z o.o. |
Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| Cerium Finance Sp. z o.o. | Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| CIECH Sarzyna S.A. |
Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | unqualified | 31 December 2016 |
| Name | Nature of equity relationship (interest in %) |
Consolidation method |
Auditor of the financial statements |
Type of opinion | Balance sheet date |
|---|---|---|---|---|---|
| Verbis KAPPA Sp. z o.o. | Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| Verbis KAPPA Sp. z o.o. SKA | Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| Algete Sp. z o.o. | Subsidiary (100%) | Full | PricewaterhouseCoopers Sp. z o.o. | As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| SDC GmbH | Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| CIECH Soda Deutschland GmbH&Co. KG |
Subsidiary (100%) | Full | PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft |
As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| Sodawerk Holding Stassfurt GmbH |
Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable |
31 December 2016 |
| Sodawerk Stassfurt Verwaltungs GmbH |
Subsidiary (100%) | Full | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
| CIECH Energy Deutschland GmbH |
Subsidiary (100%) | Full | PricewaterhouseCoopers AG Wirtschaftsprüfungsgesellschaft |
As at the date of this report the audit of the financial statements of the company has not been completed. |
31 December 2016 |
| Kaverngesellschaft Stassfurt GbmH |
Associate (50%) |
Equity | The Company was not subject to an audit |
Not applicable | 31 December 2016 |
Translation note:
| | interim audit | from 21 to 25 November 2016; |
|---|---|---|
| --- | --------------- | ------------------------------ |
An audit was designed to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. The misstatements are considered to be material, if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on a professional judgement, the certain quantitative thresholds for materiality were determined and documented, including the overall materiality for the consolidated financial statements as a whole. These, together with qualitative considerations, helped us to determine the scope of the audit and the nature, timing and extent of the audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole. Therefore, all statements included in the Independent Registered Auditor's Report, including those related to the other legal and regulatory requirements, have been expressed considering the materiality determined in accordance with those auditing standards and the auditor's judgement.
| 31.12.2016 PLN '000 |
Change | Structure | |||||
|---|---|---|---|---|---|---|---|
| 31.12.2015 PLN '000 |
PLN '000 | (%) | 31.12.2016 (%) |
31.12.2015 (%) |
|||
| ASSETS | |||||||
| Non-current assets | 3,209,515 | 2,901,325 | 308,190 | 10.6 | 71.3 | 73.4 | |
| Current assets | 1,292,377 | 1,049,926 | 242,451 | 23.1 | 28.7 | 26.6 | |
| Total assets | 4,501,892 | 3,951,251 | 550,641 | 13.9 | 100.0 | 100.0 | |
| LIABILITIES AND EQUITY |
|||||||
| Share capital | 1,766,827 | 1,345,576 | 421,251 | 31.3 | 39.3 | 34.0 | |
| Non-controlling interests | (3,335) | (4,072) | 737 | (18.1) | (0.1) | (0.1) | |
| Long-term liabilities | 1,695,514 | 1,844,005 | (148,491) | (8.1) | 37.7 | 46.7 | |
| Short-term liabilities | 1,042,886 | 765,742 | 277,144 | 36.2 | 23.2 | 19.4 | |
| Total liabilities and equity |
4,501,892 | 3,951,251 | 550,641 | 13.9 | 100.0 | 100.0 |
| 2016 PLN '000 |
Change | Structure | ||||
|---|---|---|---|---|---|---|
| 2015 PLN '000 |
PLN '000 | (%) | 2016 (%) |
2015 (%) |
||
| Revenue | 3,455,335 | 3,273,014 | 182,321 | 5.6 | 100.0 .0 | 100.0 .0 |
| Costs of sales | (2,415,670) | (2,407,469) | (8,201) | 0.3 | (69.9) | (73.6) |
| Gross profit on sales | 1,039,665 | 865,545 | 174,120 | 20.1 | 30.1 | 26.4 |
| Net profit | 594,136 | 346,005 | 248,131 | 71.7 | 17.2 | 10.6 |
| Total net comprehensive income |
572,178 | 355,438 | 216,740 | 61.0 | 16.6 | 10.9 |
| 2016 PLN '000 |
Change | Structure | ||||
|---|---|---|---|---|---|---|
| 2015 PLN '000 |
PLN '000 |
(%) | 2016 (%) |
2015 (%) |
||
| Net profit | 594,136 | 346,005 | 248,131 | 71.7 | 17.2 | 10.6 |
| Other net comprehensive income |
(21,958) | 9,433 | (31,391) | (332.8) | (0.6) | 0.3 |
| Total net comprehensive income |
572,178 | 355,438 | 216,740 | 61.0 | 16.6 | 10.9 |
The following ratios characterise the Group's activities, results of operations during the year and its financial position as at the balance sheet date compared with previous years:
| 2016 | 2015 | 2014 | |
|---|---|---|---|
| Asset ratios | |||
| - receivables turnover | 32 days | 29 days | 34 days |
| - inventory turnover | 58 days | 52 days | 42 days |
| Profitability ratios | |||
| - net profit margin | 17% | 11% | 4% |
| - gross margin | 19% | 16% | 10% |
| - return on capital employed | 38% | 30% | 14% |
| Liability ratios | |||
| - gearing | 61% | 66% | 69% |
| - payables turnover | 50 days | 46 days | 47 days |
| 31.12.2016 | 31.12.2015 | 31.12.2014 | |
| Liquidity ratios | |||
| - current ratio | 1.2 | 1.4 | 1.0 |
| - quick ratio | 1.0 | 1.0 | 0.6 |
The above ratios have been calculated on the basis of the consolidated financial statements.
It was not the purpose of the audit to present the Group in the context of the results of operations and ratios achieved. A detailed interpretation of the ratios requires an in-depth analysis of the Group's operations and its circumstances.
Translation note:
The consolidated financial statements do not take into account the effects of inflation. The consumer price index (on a December to December basis) amounted to 0.8% in the audited year (-0.5% in 2015).
The following comments are based on information obtained during the audit of the consolidated financial statements.
The factors described below had a significant impact on the Group's results of operations and on its financial position as at the balance sheet date:
Translation note:
Translation note:
This version of our report is a translation from the original, which was prepared in Polish language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
Translation note:
This version of our report is a translation from the original, which was prepared in Polish language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.
This report has been prepared in connection with our audit of the consolidated financial statements of the CIECH S.A. Group having CIECH S.A., Wspólna 62 Street, Warsaw, as its Parent Company. The consolidated financial statements were signed by the Parent Company's Management Board and the person entrusted with maintaining the books of account on 20 March 2017.
This report should be read in conjunction with the Independent Registered Auditor's Report dated 20 March 2017 to the General Shareholders' Meeting and the Supervisory Board of CIECH S.A. that includes the unqualified audit opinion on the said consolidated financial statements. The opinion on the consolidated financial statements expresses a general conclusion drawn from the audit and involves assessing the materiality of individual audit findings rather than being a sum of all the evaluations of individual financial statement components. This assessment takes account of the impact of the facts noted on the truth and fairness of the consolidated financial statements as a whole.
Person conducting the audit on behalf of PricewaterhouseCoopers Sp. z o.o., Registered Audit Company No. 144:
Piotr Wyszogrodzki
Key Registered Auditor No. 90091
Warsaw, 20 March 2017
Translation note: This version of our report is a translation from the original, which was prepared in Polish language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. PricewaterhouseCoopers Sp. z o.o. is entered into the National Court Register (KRS) maintained by the District Court in Warsaw, with the reference number (KRS) 0000044655, and tax indentification number (NIP) 526-021-02-28. Share capital amounts to PLN 10,363,900. Headquarters in Warsaw, Al. Armii Ludowej 14.
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