Quarterly Report • Aug 31, 2016
Quarterly Report
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We are providing a courtesy English translation of our audited financial statements which were originally written in Polish. We take no responsibility for the accuracy of our translation. For an accurate reading of our audited financial statements, please refer to the Polish language version of our financial statements attached hereto.
Warsaw, 30 August 2016
| in PLN thousand | in EUR thousand | ||||
|---|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 6 months ended | 6 months ended | 6 months ended | 6 months ended | |
| 30.06.2016 | 30.06.2015 | 30.06.2016 | 30.06.2015 | ||
| Sales revenues | 1,693,596 | 1,658,124 | 386,622 | 401,085 | |
| Operating profit/(loss) | 344,411 | 240,784 | 78,624 | 58,243 | |
| Profit/(loss) before tax | 334,356 | 178,746 | 76,328 | 43,237 | |
| Net profit / (loss) | 264,317 | 138,783 | 60,339 | 33,570 | |
| Net profit/(loss) attributable to shareholders of the parent company |
263,993 | 138,457 | 60,265 | 33,491 | |
| Net profit/(loss) attributed to non-controlling interest | 324 | 326 | 74 | 79 | |
| Other comprehensive income net of tax | (29,420) | 11,163 | (6,716) | 2,700 | |
| Total comprehensive income | 234,897 | 149,946 | 53,623 | 36,271 | |
| Cash flows from operating activities | 361,582 | 202,708 | 82,544 | 49,033 | |
| Cash flows from investment activities | (231,049) | (200,411) | (52,745) | (48,478) | |
| Cash flows from financial activities | (3,060) | 1,255 | (699) | 304 | |
| Total net cash flows | 127,473 | 3,552 | 29,100 | 859 | |
| as at | as at | as at | as at | ||
| 30.06.2016 | 31.12.2015 | 30.06.2016 | 31.12.2015 | ||
| Total assets | 4,212,797 | 3,910,273 | 951,937 | 917,581 | |
| Non-current liabilities | 1,891,262 | 1,802,311 | 427,356 | 422,929 | |
| Current liabilities | 895,329 | 766,458 | 202,311 | 179,856 | |
| Total equity | 1,426,206 | 1,341,504 | 322,270 | 314,796 | |
| Equity attributable to shareholders of the parent | 1,429,804 | 1,345,576 | 323,083 | 315,752 | |
| Non-controlling interest | (3,598) | (4,072) | (813) | (956) | |
| Share capital | 287,614 | 287,614 | 64,990 | 67,491 | |
| Earnings (loss) per ordinary share (in PLN/EUR) | 5.01 | 2.63 | 1.14 | 0.64 |
| in PLN thousand | in EUR thousand | ||||
|---|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 6 months ended | 6 months ended | 6 months ended | 6 months ended | |
| 30.06.2016 | 30.06.2015 | 30.06.2016 | 30.06.2015 | ||
| Sales revenues | 1,073,357 | 1,000,532 | 245,031 | 242,019 | |
| Operating profit/(loss) | 155,311 | 141,745 | 35,455 | 34,287 | |
| Profit/(loss) before tax | 259,205 | 247,021 | 59,172 | 59,752 | |
| Net profit / (loss) | 241,955 | 225,660 | 55,235 | 54,585 | |
| Other comprehensive income net of tax | (3,048) | 2,629 | (696) | 636 | |
| Total comprehensive income | 238,907 | 228,289 | 54,539 | 55,221 | |
| Cash flows from operating activities | 234,578 | 94,956 | 53,550 | 22,969 | |
| Cash flows from investment activities | (176,960) | (121,540) | (40,397) | (29,399) | |
| Cash flows from financial activities | 29,216 | 40,925 | 6,670 | 9,899 | |
| Total net cash flows | 86,834 | 14,341 | 19,823 | 3,469 | |
| as at | as at | as at | as at | ||
| 30.06.2016 | 31.12.2015 | 30.06.2016 | 31.12.2015 | ||
| Total assets | 3,700,364 | 3,227,761 | 836,146 | 757,424 | |
| Non-current liabilities | 1,613,212 | 1,537,113 | 364,527 | 360,698 | |
| Current liabilities | 701,217 | 393,425 | 158,449 | 92,321 | |
| Total equity | 1,385,935 | 1,297,223 | 313,170 | 304,405 | |
| Share capital | 287,614 | 287,614 | 64,990 | 67,491 |
The above selected financial data were converted into PLN in accordance with the following principles:
| as at 30.06.2016 | as at 31.12.2015 | 6 months ended 30.06.2016 | 6 months ended 30.06.2015 |
|---|---|---|---|
| 1 EUR = 4.4255 PLN | 1 EUR = 4.2615 PLN | 1 EUR = 4.3805 PLN | 1 EUR = 4.1341 PLN |
| I. | SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS | ||
|---|---|---|---|
| ENDORSED BY THE EUROPEAN UNION5 | |||
| Condensed Consolidated Statement of Profit or Loss of the CIECH Group 5 | |||
| Condensed Consolidated Statement of Other Comprehensive Income of the CIECH Group 6 | |||
| Condensed Consolidated Statement of Financial Position of the CIECH Group 7 | |||
| Condensed Consolidated Statement of Cash Flows of the CIECH Group 8 | |||
| II. | Condensed Statement of Changes in Consolidated Equity of the CIECH Group 9 EXPLANATORY NOTES TO THE SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP10 |
||
| 1. | Basis for preparation of the Semi-annual Condensed Consolidated Financial Statements of the CIECH Group 10 | ||
| 2. | Adopted accounting principles10 | ||
| 3. | Functional and presentation currency and conversion principles11 | ||
| 4. | Seasonality and cyclicality of activity of the CIECH Group11 | ||
| 5. | Financial data by operating segments 11 | ||
| 6. | Provisions and impairment allowances on assets15 | ||
| 7. | Deferred tax 17 | ||
| 8. | Information on fair value of financial instruments 18 | ||
| 9. | Information on purchase and disposal of property, plant and equipment and commitments for the acquisition of property, plant and equipment19 |
||
| 10. | Information on loan agreements, including overdue debts or other violations of debt-related agreements 19 | ||
| 11. | Information on transactions with related entities 20 | ||
| 12. | Issue, redemption and repayment of debt securities and equity securities in the CIECH Group20 | ||
| 13. | Contingent assets and contingent liabilities including guarantees and sureties 20 | ||
| 14. | Information on dividends paid (or declared), in total and per share, broken down into ordinary shares and preference shares21 | ||
| 15. | Information on post-balance-sheet events21 | ||
| III. | SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING | ||
| STANDARDS AS ENDORSED BY THE EUROPEAN UNION 23 | |||
| Condensed Separate Statement of Profit or Loss of CIECH S.A23 | |||
| Condensed Separate Statement of Other Comprehensive Income of CIECH S.A. 24 Condensed Separate Statement of Financial Position of CIECH S.A. 25 |
|||
| Condensed Separate Statement of Cash Flows of CIECH S.A. 26 | |||
| Condensed Separate Statement of Changes in Equity of CIECH S.A27 | |||
| IV. | EXPLANATORY NOTES TO THE SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A28 | ||
| 1. | Basis of preparation of the Semi-annual Condensed Separate Financial Statements of CIECH S.A. 28 | ||
| 2. | Adopted accounting principles28 | ||
| 3. | Functional and presentation currency and conversion principles28 | ||
| 4. | Seasonality and cyclicality of activity of CIECH S.A29 | ||
| 5. | Financial data by operating segments 29 | ||
| 6. 7. |
Provisions and impairment allowances on assets31 Deferred tax 33 |
||
| 8. | Information on fair value of financial instruments 33 | ||
| 9. | Information on purchase and disposal of property, plant and equipment and commitments for the acquisition of property, | ||
| plant and equipment33 | |||
| 10. | Information on loan agreements, including overdue debts or other violations of debt-related agreements 33 | ||
| 11. | Information on transactions with related entities 34 | ||
| 12. | Issue, redemption and repayment of debt securities and equity securities in CIECH S.A34 | ||
| 13. | Contingent assets and contingent liabilities including guarantees and sureties 34 | ||
| 14. | Information on dividends paid (or declared), in total and per share, broken down into ordinary shares and preference shares35 | ||
| V. | 15. | Information on post-balance-sheet events35 MANAGEMENT BOARD REPORT ON THE CIECH GROUP'S ACTIVITIES37 |
|
| 1. | Description of the CIECH Group's organisation37 | ||
| 2. | Information on non-consolidated subsidiaries and associates39 | ||
| 3. | Significant effects of changes to the organisational structure of the CIECH Group in the first half of 2016 39 | ||
| 4. | The most important events in the CIECH Group in the first half of 2016 and by the date of approval of these financial statements. 40 | ||
| 5. | Commentary to financial results achieved in the period from 1 January to 30 June 2016 and description of the factors | ||
| and events that have a significant impact on the financial results41 | |||
| 5.1 | Basic financial data 41 | ||
| 5.2 | Sales revenue 43 | ||
| 5.3 | Profit / (loss) on sales and operating profit / (loss)44 | ||
| 5.4 5.5 |
Financing activities and net profit / (loss)45 Assets45 |
||
| 5.6 | Liabilities 45 | ||
| 5.7 | Cash flows 46 | ||
| 5.8 | Information on the CIECH Group's financial standing 46 | ||
| 6. | Significant risk factors49 | ||
| 7. | Meeting the profit forecasts published earlier for a given year in the light of the profit (loss) disclosed in the report | ||
| as compared to the forecast profit (loss)51 | |||
| 8. | Factors affecting the CIECH Group's profit (loss) with particular focus on the next six months51 | ||
| 9. | CIECH S.A.'s shareholders holding at least 5% of shares/votes at the General Shareholders Meeting 53 | ||
| 10. | Changes in the number of shares in CIECH S.A. held by the Members of the Management Board and Supervisory Board 53 | ||
| 11. | Litigation pending before a court, competent arbitration authority or public administration authority 54 11.1 Significant disputed liabilities of the CIECH Group54 |
||
| 11.2 Significant disputed receivables of the CIECH Group 54 | |||
| 12. | Loan or borrowing sureties or guarantees granted by CIECH S.A. or its subsidiary 54 | ||
| 13. | Information on transactions with related entities 54 | ||
| VI. | APPROVAL OF THE EXTENDED CONSOLIDATED MID-YEAR REPORT OF THE CIECH GROUP55 |
I. SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION
Condensed Consolidated Statement of Profit or Loss of the CIECH Group
| 01.04–30.06.2016 | 01.04–30.06.2015* | ||||
|---|---|---|---|---|---|
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015* | unaudited data | ||
| CONTINUING OPERATIONS | |||||
| Sales revenues | 1,693,596 | 1,658,124 | 867,127 | 840,765 | |
| Cost of sales | (1,182,568) | (1,221,620) | (599,647) | (617,833) | |
| Gross profit/(loss) on sales | 511,028 | 436,504 | 267,480 | 222,932 | |
| Other operating income | 44,703 | 22,282 | 32,677 | 9,462 | |
| Selling costs | (111,632) | (100,161) | (59,056) | (57,087) | |
| General and administrative expenses | (80,057) | (68,855) | (42,078) | (34,037) | |
| Other operating expenses | (19,631) | (48,986) | (5,065) | (17,618) | |
| Operating profit/(loss) | 344,411 | 240,784 | 193,958 | 123,652 | |
| Financial income | 11,923 | 2,476 | 10,435 | 1,443 | |
| Financial expenses | (22,447) | (64,696) | (2,265) | (16,232) | |
| Net financial income/expenses | (10,524) | (62,220) | 8,170 | (14,789) | |
| Share of profit / (loss) of equity-accounted | 469 | 182 | 86 | 78 | |
| investees | |||||
| Profit/(loss) before tax | 334,356 | 178,746 | 202,214 | 108,941 | |
| Income tax | (70,039) | (39,963) | (40,135) | (23,381) | |
| Net profit/(loss) on continuing operations | 264,317 | 138,783 | 162,079 | 85,560 | |
| DISCONTINUED OPERATIONS | |||||
| Net profit/(loss) on discontinued operations | - | - | - | - | |
| Net profit / (loss) | 264,317 | 138,783 | 162,079 | 85,560 | |
| including: | - | - | |||
| Net profit/(loss) attributable to shareholders of the parent company |
263,993 | 138,457 | 161,925 | 86,248 | |
| Net profit/(loss) attributed to non-controlling interest |
324 | 326 | 154 | (688) | |
| Earnings per share (in PLN): | |||||
| Basic | 5.01 | 2.63 | 3.07 | 1.64 | |
| Diluted | 5.01 | 2.63 | 3.07 | 1.64 | |
| Earnings/(loss) per share (in PLN) from continuing operations: |
|||||
| Basic | 5.01 | 2.63 | 3.07 | 1.64 | |
| Diluted | 5.01 | 2.63 | 3.07 | 1.64 |
*Restated data, detailed description of changes is provided in section II.2.
The condensed consolidated statement of profit or loss of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
| 01.04–30.06.2016 | 01.04–30.06.2015 | |||
|---|---|---|---|---|
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015 | unaudited data | |
| Net profit/(loss) on continuing operations | 264,317 | 138,783 | 162,079 | 85,560 |
| Net profit/(loss) on discontinued operations | - | - | - | - |
| Net profit / (loss) | 264,317 | 138,783 | 162,079 | 85,560 |
| Other comprehensive income/(loss) before tax that may be reclassified to profit or loss |
(40,452) | 14,940 | (41,888) | (24,281) |
| Currency translation differences (foreign companies) | 6,185 | (2,211) | 4,630 | (1,789) |
| Cash flow hedge | (46,637) | 17,165 | (46,518) | (22,484) |
| Other components | - | (14) | - | (8) |
| Other comprehensive income before tax that may not be reclassified to profit or loss |
- | - | - | - |
| Income tax attributable to other comprehensive income | 11,032 | (3,777) | 10,918 | 5,073 |
| Income tax attributable to other comprehensive income that may be reclassified to profit or loss |
11,032 | (3,777) | 10,918 | 5,073 |
| Other comprehensive income net of tax | (29,420) | 11,163 | (30,970) | (19,208) |
| TOTAL COMPREHENSIVE INCOME | 234,897 | 149,946 | 131,109 | 66,352 |
| Comprehensive income including attributable to: | 234,897 | 149,946 | 131,109 | 66,352 |
| Shareholders of the parent company | 234,423 | 148,814 | 130,909 | 67,345 |
| Non-controlling interest | 474 | 1,132 | 200 | (993) |
The condensed consolidated statement of other comprehensive income of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
| PLN '000 | 30.06.2016 | 31.12.2015 |
|---|---|---|
| ASSETS | ||
| Property, plant and equipment | 2,479,935 | 2,305,005 |
| Right of perpetual usufruct | 30,836 | 31,409 |
| Intangible assets, including: | 124,843 | 140,875 |
| - goodwill | 64,197 | 62,378 |
| Investment property | 49,292 | 34,308 |
| Non-current receivables | 97,704 | 89,612 |
| Investments in associates and jointly-controlled entities measured under the equity method | 5,581 | 4,918 |
| Other long-term investments | 61,055 | 40,471 |
| Deferred income tax assets | 191,775 | 213,749 |
| Total non-current assets | 3,041,021 | 2,860,347 |
| Inventory | 280,306 | 293,631 |
| Short-term investments | 51,016 | 50,781 |
| Income tax receivables | 6,911 | 29,544 |
| Trade and other receivables | 500,420 | 469,652 |
| Cash and cash equivalents | 329,740 | 202,935 |
| Non-current assets held for sale | 3,383 | 3,383 |
| Total current assets | 1,171,776 | 1,049,926 |
| Total assets | 4,212,797 | 3,910,273 |
| EQUITY AND LIABILITIES | ||
| Share capital | 287,614 | 287,614 |
| Share premium | 470,846 | 470,846 |
| Cash flow hedge | (53,779) | (16,004) |
| Actuarial gains | 434 | 434 |
| Other reserve capitals | 78,521 | 78,521 |
| Currency translation reserve | (44,887) | (53,092) |
| Retained earnings | 691,055 | 577,257 |
| Equity attributable to shareholders of the parent | 1,429,804 | 1,345,576 |
| Non-controlling interest | (3,598) | (4,072) |
| Total equity | 1,426,206 | 1,341,504 |
| Loans, borrowings and other debt instruments | 1,504,478 | 1,494,775 |
| Finance lease liabilities | 21,318 | 21,884 |
| Other non-current liabilities | 181,442 | 113,485 |
| Employee benefits | 12,748 | 12,829 |
| Provisions (other long-term) | 77,318 | 74,704 |
| Deferred income tax liability | 93,958 | 84,634 |
| Total non-current liabilities | 1,891,262 | 1,802,311 |
| Loans, borrowings and other debt instruments | 23,073 | 19,809 |
| Finance lease liabilities | 3,151 | 4,999 |
| Trade and other liabilities | 722,782 | 585,935 |
| Reverse factoring liabilities | 13,645 | 18,998 |
| Income tax liabilities | 53,993 | 55,020 |
| Short-term provisions for employee benefits | 856 | 1,603 |
| Other provisions | 77,829 | 80,094 |
| Total current liabilities | 895,329 | 766,458 |
| Total liabilities | 2,786,591 | 2,568,769 |
| Total equity and liabilities | 4,212,797 | 3,910,273 |
The condensed consolidated statement of financial position of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015* |
|---|---|---|
| Cash flows from operating activities | ||
| Net profit/(loss) on continuing operations | 264,317 | 138,783 |
| Adjustments | ||
| Amortisation/depreciation | 109,344 | 110,457 |
| Recognition of impairment allowances | (16) | (30) |
| Foreign exchange (profit) /loss | (7,258) | 8,775 |
| Investment property revaluation | (14,984) | 6,347 |
| (Profit) / loss on investment activities | (32) | 2,845 |
| (Profit) / loss on disposal of property, plant and equipment | (1,584) | (477) |
| Dividends and interest | 11,059 | 50,539 |
| Income tax | 70,039 | 39,963 |
| (Profit) / loss on the settlement of construction contracts (caverns) | (2,598) | (3,163) |
| Share of (profit) / loss on equity accounted investees | (469) | (182) |
| Change in liabilities due to loan arrangement fee | 876 | 4,418 |
| Ineffective portion of hedge accounting | (1,273) | - |
| Other adjustments | (1,970) | (7,558) |
| Cash from operating activities before changes in working capital and provisions | 425,451 | 350,717 |
| Change in receivables | (22,836) | (84,607) |
| Change in inventory | 15,079 | (4,786) |
| Change in current liabilities | (9,664) | (40,577) |
| Change in provisions and employee benefits | (4,559) | 29,618 |
| Cash generated from operating activities | 403,471 | 250,365 |
| Interest paid | (26,367) | (51,277) |
| (Profit) / loss on the settlement of construction contracts (caverns) | (1,717) | (2,175) |
| Income tax paid/returned | (13,805) | 5,795 |
| Net cash from operating activities | 361,582 | 202,708 |
| Cash flows from investment activities | ||
| Inflows | 20,318 | 7,678 |
| Disposal of a subsidiary | 2,931 | - |
| Disposal of intangible assets and property, plant and equipment | 2,657 | 890 |
| Disposal of investment property | - | 310 |
| Dividends received | 743 | 233 |
| Interest received | 2,348 | 1,344 |
| Subsidies received | 11,639 | 4,901 |
| Outflows | (251,367) | (208,089) |
| Cash outflow as a result of the loss of control of subsidiaries ** | - | (3,390) |
| Acquisition of intangible assets and property, plant and equipment | (247,120) | (200,445) |
| Development expenditures | (4,144) | (4,248) |
| Other outflows | (103) | (6) |
| Net cash from investment activities | (231,049) | (200,411) |
| Cash flows from financial activities | ||
| Inflows | - | 53,003 |
| Proceeds from loans and borrowings | - | 50,171 |
| Other financial inflows | - | 2,832 |
| Outflows | (3,060) | (51,748) |
| Repayment of "silent partnerships" | - | (49,609) |
| Payments of finance lease liabilities | (3,060) | (2,124) |
| Other financial outflows | - | (15) |
| Net cash from financial activities | (3,060) | 1,255 |
| Total net cash flows | 127,473 | 3,552 |
| Cash and cash equivalents as at the beginning of the period | 202,935 | 49,162 |
| Impact of foreign exchange differences | (668) | (26) |
| Cash and cash equivalents as at the end of the period | 329,740 | 52,688 |
*Restated data, detailed description of changes is provided in section II.2.
** This item includes cash and cash equivalents deconsolidated as a result of liquidating CIECH Polsin Pte. Ltd. in the first quarter of 2015.
The condensed consolidated statement of cash flows of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
| Attributable to shareholders of the parent company | Equity | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| PLN '000 | Share capital |
Share premium |
Cash flow hedge |
Actuarial gains |
Other reserve capitals |
Currency translation reserve |
Retained earnings |
attributable to shareholders of the parent |
Non-controlling interest |
Total equity |
| Equity as at 01.01.2016: | 287,614 | 470,846 | (16,004) | 434 | 78,521 | (53,092) | 577,257 | 1,345,576 | (4,072) | 1,341,504 |
| Transactions with the parent company shareholders recognised directly in equity |
- | - | - | - | - | - | (150,195) | (150,195) | - | (150,195) |
| Dividend payment | - | - | - | - | - | - | (150,195) | (150,195) | - | (150,195) |
| Total comprehensive income for the period |
- | - | (37,775) | - | - | 8,205 | 263,993 | 234,423 | 474 | 234,897 |
| Net profit / loss | - | - | - | - | - | - | 263,993 | 263,993 | 324 | 264,317 |
| Other comprehensive income | - | - | (37,775) | - | - | 8,205 | - | (29,570) | 150 | (29,420) |
| Equity as at 30.06.2016 | 287,614 | 470,846 | (53,779) | 434 | 78,521 | (44,887) | 691,055 | 1,429,804 | (3,598) | 1,426,206 |
| Equity as at 01.01.2015: | 287,614 | 470,846 | (28,254) | (114) | 78,521 | (47,716) | 233,877 | 994,774 | (9,300) | 985,474 |
| Transactions with the parent company shareholders recognised directly in equity |
- | - | - | - | - | (1,508) | 1,477 | (31) | (387) | (418) |
| Change in the Group's structure | - | - | - | - | - | (1,508) | 1,477 | (31) | (387) | (418) |
| Total comprehensive income for the period |
- | - | 13,904 | - | - | (3,533) | 138,443 | 148,814 | 1,132 | 149,946 |
| Net profit / loss | - | - | - | - | - | - | 138,457 | 138,457 | 326 | 138,783 |
| Other comprehensive income | - | - | 13,904 | - | - | (3,533) | (14) | 10,357 | 806 | 11,163 |
| Equity as at 30.06.2015 | 287,614 | 470,846 | (14,350) | (114) | 78,521 | (52,757) | 373,797 | 1,143,557 | (8,555) | 1,135,002 |
The condensed statement of changes in consolidated equity of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
These interim condensed consolidated financial statements were prepared in compliance with IAS 34 "Interim Financial Reporting" as approved by the European Union and the Regulation of the Minister of Finance dated 19 February 2009, as amended, on current and periodical information submitted by issuers of securities and on conditions for deeming equivalent information required by the law of a Non-Member State (Journal of Laws of 2009, No 33, item 259). These financial statements present the financial position of the CIECH Group as at 30 June 2016 and as at 31 December 2015, results of the Group's operations and cash flows for the period of 6 months ended 30 June 2016 and 30 June 2015, and were approved by the Management Board of CIECH S.A. on 30 August 2016.
These semi-annual condensed consolidated financial statements cover the financial statements of the parent company, CIECH S.A., and its subsidiaries, as well as interests in associates.
These semi-annual condensed consolidated financial statements were prepared under the assumption that the CIECH Group will continue as a going concern in the foreseeable future. As at the date of approval of these semi-annual condensed consolidated financial statements, no facts or circumstances are known that would indicate any threat to the Group continuing as a going concern.
The Management Board of CIECH S.A. declares that to the best of its knowledge these semi-annual condensed consolidated financial statements, including corresponding figures, have been prepared in accordance with the generally acceptable accounting principles and that they represent a true, accurate and fair reflection of the CIECH Group's financial position and the results of operations. Furthermore, the Management Board of CIECH S.A. declares that the Directors' Report for the period of 6 months ended 30 June 2016 contains a true image of the Group's developments, achievements, and condition, including the description of major risks and threats.
Preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") requires the Management Board to make professional judgements, estimates and assumptions which affect the adopted principles and presented values of assets, equity and liabilities, income and expenses. The estimates and assumptions associated with them are based on historical accuracy and various other factors that are considered to be reasonable under the specific circumstances, and their results provide a basis for professional judgement about the value of assets and liabilities that are not directly apparent from other sources. Actual value may differ from the estimated value. The estimates and assumptions associated with them are subject to ongoing verification. Revision of accounting estimates is recognised in the period in which the changes were made, only if it affects that period or the present and future in case they concern both the current and future periods. The Management Board's professional judgements which have a significant impact on the consolidated financial statements, and the estimates bearing a risk of significant changes in future years have been presented in items II.6, II.7, II.8 and II.13 hereof. During the current interim period there were no significant revisions to the estimates presented in previous reporting periods.
The Management Board of CIECH S.A. declares that PricewaterhouseCoopers Sp. z o.o. with its registered office in Warsaw, entered into the list of entities authorised to audit financial statements under the registry No 144 kept by the National Chamber of Statutory Auditors was chosen in accordance with the binding legal regulations for the auditor of the semi-annual condensed consolidated financial statements for the period from 1 January 2016 to 30 June 2016.
The CIECH Group's accounting principles are described in the Consolidated Annual Report of the CIECH Group for the year 2015, published on 21 March 2016. The aforementioned Report includes detailed information regarding the principles and methods of valuation of assets, equity and liabilities and measurement of the financial result, as well as the method of preparing the financial statements and comparative information. These principles have been applied on a continuous basis with relation to currently published data, the last annual financial statements and comparative data presented, except for a change consisting in standardisation of presentation of own cost of shared services provided within the Group (reclassification in the statement of profit or loss between cost of sales, general and administrative expenses and selling costs). Moreover, a change in presenting subsidies in the statement of cash flows was introduced – until now, they were indicated as financing activity inflows while currently they are presented as investing activities.
The CIECH Group intends to adopt amendments to the IFRS that are published but not effective as at the date of publication of these consolidated financial statements in accordance with their effective date. The estimated impact of amendments on the CIECH Group's future consolidated financial statements was presented in item II.3.3 of the Consolidated Annual Report of the CIECH Group for 2015, published on 21 March 2016. In the assessment of the Group, amendments to IFRS that came into force between the date of publication of the consolidated financial statements for 2015 and the date of publication of this Report will not have a significant impact on the financial statements.
The Polish zloty (PLN) is the functional currency of the parent company, CIECH S.A., and the reporting currency of these consolidated financial statements. Unless stated otherwise, all financial data in these consolidated financial statements have been presented in thousands of Polish zlotys (PLN '000).
The functional currencies for the significant foreign subsidiaries are as follows: SDC Group and Ciech Group Financing AB – EUR, CIECH Soda Romania S.A. – RON. For the purpose of conversion into PLN, the following foreign exchange rates determined on the basis of quotations announced by the National Bank of Poland ("NBP") have been applied for consolidation purposes:
| Average NBP rate as at | 30.06.20161 | 31.12.20152 |
|---|---|---|
| EUR | 4.4255 | 4.2615 |
| RON | 0.9795 | 0.9421 |
| Average NBP rate for the reporting period | 6 months ended 30.06.20163 | 6 months ended 30.06.20154 |
| EUR | 4.3805 | 4.1341 |
| RON | 0.9741 | 0.9312 |
1NBP's average foreign exchange rates table applicable as at 30 June 2016.
2NBP's average foreign exchange rates table applicable as at 31 December 2015.
3According to the exchange rate constituting the arithmetic mean of average exchange rates determined by NBP on the last day of each month of the period from 1 January 2016 to 30 June 2016.
4According to the exchange rate constituting the arithmetic mean of average exchange rates determined by NBP on the last day of each month of the period from 1 January 2015 to 30 June 2015.
Seasonality associated with periodic demand and supply fluctuations has little impact on the CIECH Group general sales trends. Products influenced by seasonality are plant protection chemicals. Most plant protection chemicals are used in the first half of the year, during the period of intensive plant growth. However, owing to the expansion of the product range and the applied forms of pre-season sales, the impact of seasonality on the Group's performance is decreasing. Furthermore, in the soda segment, a seasonal relationship between the sales volume of some products and the course of winter is observable. For calcium chloride and other products (anti-ice salt and chloride mix, waste salt) a mild winter is a reason for decrease of sales, while the influence on the sales of salt is indirect. For other products, the Group's revenues and financial results are not influenced by any significant seasonal fluctuations over the year. Because of this, seasonality plays a relatively small role in the Group's overall sales.
The CIECH Group's operating segments are designated on the basis of internal reports related to the components of the Group and are regularly reviewed by the Management Board, which is responsible for operating decisions aimed at allocating resources to segments and assessing the subsidiaries performance. Information for a given operating segment may include sales of products and goods also included in the core product range of other divisions. Such items, however, are not significant for those divisions' management accounting. The Group financing (including finance expenses and incomes with the exception of interest on trade receivables and liabilities) and income tax are monitored on the Group level and are not allocated to particular segments. Operational segments results are assessed by the CIECH S.A's Management Board on the basis of sales revenue, operating profit, EBITDA and normalised EBITDA. EBITDA and normalised EBITDA are not defined in IFRS so they might be calculated differently by other companies. Reconciliation and definitions applied by the CIECH Group while calculating aforementioned measures are presented below.
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015 |
|---|---|---|
| Net profit/(loss) on continuing operations | 264,317 | 138,783 |
| Income tax | 70,039 | 39,963 |
| Share of profit / (loss) of equity-accounted investees | (469) | (182) |
| Financial expenses | 22,447 | 64,696 |
| Financial income | (11,923) | (2,476) |
| Amortisation/depreciation | 109,344 | 110,457 |
| EBITDA | 453,755 | 351,241 |
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015 |
|---|---|---|
| EBITDA | 453,755 | 351,241 |
| One-offs including: | (19,708) | 29,364 |
| Impairment (a) | (16) | 170 |
| Cash items (b) | (2,836) | 3,114 |
| Non-cash items (without impairment) (c) | (16,856) | 26,080 |
| Normalised EBITDA | 434,047 | 380,605 |
(a) Impairment losses are associated with the creation/reversal of impairment write-downs of assets value.
(b) Cash items include, among others, profit/loss of the sale of property, plant and equipment and other items (including costs associated with discontinued operations, fees and compensations).
(c) Non-cash items include: fair value measurement of investment properties, costs of liquidation of inventories and property, plant and equipment, the costs of suspended investments, environmental provisions, provisions for liabilities and compensation, costs of unused production capacity and other items (including extraordinary costs and other provisions).
Additional information on normalisation has been presented under tables presenting the consolidated statement of profit or loss by operating segments.
Revenue and costs data as well as assets, equity and liabilities data of particular CIECH Group operating segments for periods disclosed in statements are presented in the tables below.
| OPERATING SEGMENTS 01.01.–30.06.2016 PLN '000 |
Soda Segment |
Organic Segment |
Silicates and Glass Segment |
Transport Segment |
Other operations Segment |
Corporate functions - reconciliation item |
Eliminations (consolidation adjustments) |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Revenues from third parties | 1,190,800 | 384,278 | 73,475 | 7,285 | 37,758 | - | - | 1,693,596 |
| Revenue from inter-segment transactions | 12,619 | 2,797 | 3 | 56,030 | 26,777 | - | (98,226) | - |
| Total revenues | 1,203,419 | 387,075 | 73,478 | 63,315 | 64,535 | - | (98,226) | 1,693,596 |
| Cost of sales | (778,419) | (317,308) | (54,658) | (57,360) | (49,067) | - | 74,244 | (1,182,568) |
| Gross profit/(loss) on sales | 425,000 | 69,767 | 18,820 | 5,955 | 15,468 | - | (23,982) | 511,028 |
| Selling costs | (99,062) | (31,547) | (9,497) | (76) | (4,133) | (4,994) | 37,677 | (111,632) |
| General and administrative expenses | (27,051) | (11,060) | (2,595) | (2,565) | (2,277) | (19,672) | (14,837) | (80,057) |
| Result on management of receivables | (571) | (3,083) | (40) | 16 | (7) | - | - | (3,685) |
| Result on other operating activities | 14,065 | (3,030) | 10 | 2,534 | 15,269 | - | (91) | 28,757 |
| Operating profit/(loss) | 312,381 | 21,047 | 6,698 | 5,864 | 24,320 | (24,666) | (1,233) | 344,411 |
| Exchange differences and interest on trade settlements | (4,775) | (9,488) | 240 | (203) | 1,459 | - | - | (12,767) |
| Group borrowing costs | - | - | - | - | - | (16,461) | - | (16,461) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | 18,704 | - | 18,704 |
| Share of profit / (loss) of equity-accounted investees | 469 | - | - | - | - | - | - | 469 |
| Profit/(loss) before tax | 308,075 | 11,559 | 6,938 | 5,661 | 25,779 | (22,423) | (1,233) | 334,356 |
| Income tax | - | - | - | - | - | - | - | (70,039) |
| Net profit/(loss) on continuing operations | - | - | - | - | - | - | - | 264,317 |
| Net profit/(loss) on discontinued operations | - | - | - | - | - | - | - | - |
| Net profit/(loss) for the period | - | - | - | - | - | - | - | 264,317 |
| Amortisation/depreciation | 80,863 | 15,390 | 7,666 | 2,969 | 182 | 2,274 | - | 109,344 |
| EBITDA | 393,244 | 36,437 | 14,364 | 8,833 | 24,502 | (22,392) | (1,233) | 453,755 |
| Normalised EBITDA* | 390,703 | 36,053 | 14,361 | 6,866 | 9,646 | (22,392) | (1,190) | 434,047 |
* Normalised EBITDA for the 6-month period ended 30 June 2016 is calculated as EBITDA adjusted for untypical one-off events: fair value measurement of investment property: PLN 14.9 million, change in provisions: PLN 3.2 million; gain on disposal of non-financial non-current assets: PLN 2.4 million; other: PLN -0.8 million.
| OPERATING SEGMENTS* 01.01.–30.06.2015 PLN '000 |
Soda Segment |
Organic Segment |
Silicates and Glass Segment |
Transport Segment |
Other operations Segment |
Corporate functions - reconciliation item |
Eliminations (consolidation adjustments) |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Revenues from third parties | 1,078,476 | 431,919 | 86,370 | 6,335 | 55,024 | - | - | 1,658,124 |
| Revenue from inter-segment transactions | 13,618 | 1,318 | 10 | 56,042 | 17,776 | - | (88,764) | - |
| Total revenues | 1,092,094 | 433,237 | 86,380 | 62,377 | 72,800 | - | (88,764) | 1,658,124 |
| Cost of sales | (752,942) | (360,749) | (63,632) | (54,538) | (60,186) | - | 70,427 | (1,221,620) |
| Gross profit/(loss) on sales | 339,152 | 72,488 | 22,748 | 7,839 | 12,614 | - | (18,337) | 436,504 |
| Selling costs | (83,189) | (28,068) | (10,248) | - | (4,167) | (4,080) | 29,591 | (100,161) |
| General and administrative expenses | (23,050) | (9,913) | (2,870) | (2,792) | (2,200) | (16,805) | (11,225) | (68,855) |
| Result on management of receivables | (30) | 1,885 | 66 | 11 | 77 | - | - | 2,009 |
| Result on other operating activities | (14,403) | (2,578) | 817 | 343 | (7,419) | (3,794) | (1,679) | (28,713) |
| Operating profit/(loss) | 218,480 | 33,814 | 10,513 | 5,401 | (1,095) | (24,679) | (1,650) | 240,784 |
| Exchange differences and interest on trade settlements | (5,081) | (2,141) | 67 | (168) | (700) | - | (1,489) | (9,512) |
| Group borrowing costs | - | - | - | - | - | (49,451) | - | (49,451) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | (3,257) | - | (3,257) |
| Share of profit / (loss) of equity-accounted investees | 182 | - | - | - | - | - | - | 182 |
| Profit/(loss) before tax | 213,581 | 31,673 | 10,580 | 5,233 | (1,795) | (77,387) | (3,139) | 178,746 |
| Income tax | - | - | - | - | - | - | - | (39,963) |
| Net profit/(loss) on continuing operations | - | - | - | - | - | - | - | 138,783 |
| Net profit/(loss) on discontinued operations | - | - | - | - | - | - | - | - |
| Net profit/(loss) for the period | - | - | - | - | - | - | - | 138,783 |
| Amortisation/depreciation | 80,199 | 17,348 | 7,496 | 3,080 | 184 | 2,150 | - | 110,457 |
| EBITDA | 298,679 | 51,162 | 18,009 | 8,481 | (911) | (22,529) | (1,650) | 351,241 |
| Normalised EBITDA** | 315,868 | 50,568 | 17,900 | 8,145 | 6,926 | (18,737) | (65) | 380,605 |
*Restated data, detailed description of changes is provided in section II.2.
** Normalised EBITDA for the 6-month period ended 30 June 2015 is calculated as EBITDA adjusted for untypical one-off events: change in provisions: PLN -18.9 million, measurement of investment property: PLN -6.3 million, result on liquidation of CIECH Polsin Pte. Ltd.: PLN -2.8 million, other: PLN -1.4 million.
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| PLN '000 | 30.06.2016 | 31.12.2015 | 30.06.2016 | 31.12.2015 |
| Soda Segment | 2,422,747 | 2,287,896 | 179,268 | 180,843 |
| Organic Segment | 542,249 | 537,571 | 86,108 | 77,103 |
| Silicates and Glass Segment | 171,404 | 129,063 | 15,409 | 14,873 |
| Transport Segment | 58,769 | 65,431 | 9,992 | 11,620 |
| Other operations Segment | 29,693 | 25,128 | 17,339 | 20,685 |
| Corporate functions - reconciliation item | 1,020,254 | 901,332 | 2,505,561 | 2,295,437 |
| Eliminations (consolidation adjustments) | (32,319) | (36,148) | (27,086) | (31,792) |
| TOTAL | 4,212,797 | 3,910,273 | 2,786,591 | 2,568,769 |
| ASSETS | Sales revenues | |||
|---|---|---|---|---|
| PLN '000 | 30.06.2016 | 31.12.2015 | 01.01-30.06.2016 | 01.01-30.06.2015 |
| Poland | 2,865,095 | 2,641,477 | 635,429 | 661,865 |
| European Union (excluding Poland) | 1,252,408 | 1,191,991 | 815,001 | 805,413 |
| Other European countries | 53,035 | 44,621 | 118,667 | 106,221 |
| Africa | 7,123 | 8,628 | 38,474 | 12,185 |
| Asia | 34,442 | 22,596 | 75,740 | 60,115 |
| Other regions | 694 | 960 | 10,285 | 12,325 |
| TOTAL | 4,212,797 | 3,910,273 | 1,693,596 | 1,658,124 |
In the first half of 2016 and in the second quarter of 2016, the following changes in provisions and impairment allowances on assets were recognised in the consolidated financial statements of the CIECH Group.
| PROVISIONS FOR EMPLOYEE BENEFITS |
Opening balance | Recognition | Use (payment of benefits) and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2016 | |||||
| Long-term | 12,829 | 113 | (444) | 250 | 12,748 |
| Short-term | 1,603 | 252 | (488) | (511) | 856 |
| 01.01.-30.06.2015 | |||||
| Long-term | 12,720 | 388 | (122) | (26) | 12,960 |
| Short-term | 963 | 439 | (488) | 71 | 985 |
| 01.04.-30.06.2016 | |||||
| Long-term | 12,565 | 87 | (114) | 210 | 12,748 |
| Short-term | 1,260 | 117 | (477) | (44) | 856 |
| 01.04.-30.06.2015 | |||||
| Long-term | 12,784 | 153 | (147) | 170 | 12,960 |
| Short-term | 808 | 311 | (463) | 329 | 985 |
| CHANGE IN OTHER LONG-TERM PROVISIONS PLN '000 |
Opening balance |
Recognition | Use (payment of benefits) and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2016 | |||||
| Provision for liabilities | 6,547 | - | - | - | 6,547 |
| Provision for environmental protection | 68,157 | - | - | 2,614 | 70,771 |
| TOTAL | 74,704 | - | - | 2,614 | 77,318 |
| CHANGE IN OTHER LONG-TERM PROVISIONS PLN '000 |
Opening balance |
Recognition | Use (payment of benefits) and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2015 | |||||
| Provision for liabilities | 6,789 | - | (242) | - | 6,547 |
| Provision for environmental protection | 68,455 | - | - | (287) | 68,168 |
| TOTAL | 75,244 | - | (242) | (287) | 74,715 |
| 01.04.-30.06.2016 | |||||
| Provision for liabilities | 6,547 | - | - | - | 6,547 |
| Provision for environmental protection | 68,481 | - | - | 2,290 | 70,771 |
| TOTAL | 75,028 | - | - | 2,290 | 77,318 |
| 01.04.-30.06.2015 | |||||
| Provision for liabilities | 6,789 | - | (242) | - | 6,547 |
| Provision for environmental protection | 71,667 | (5,468) | - | 1,969 | 68,168 |
| TOTAL | 78,456 | (5,468) | (242) | 1,969 | 74,715 |
| CHANGE IN OTHER SHORT-TERM PROVISIONS PLN '000 |
Opening balance |
Recognition | Use (payment of benefits) and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2016 | |||||
| Provision for compensation | 8,368 | 580 | - | 45 | 8,993 |
| Provision for liabilities | 37,020 | 135 | (6,170) | 3,935 | 34,920 |
| Provision for environmental protection | 2,236 | - | (1,083) | - | 1,153 |
| Provision for expected losses | 30,887 | - | - | 435 | 31,322 |
| Other provisions | 1,585 | 1,714 | (1,896) | 38 | 1,441 |
| TOTAL | 80,096 | 2,429 | (9,149) | 4,453 | 77,829 |
| 01.01.-30.06.2015 | |||||
| Provision for compensation | 5,749 | 57 | (68) | - | 5,738 |
| Provision for liabilities | 33,612 | 18,179 | (1,058) | 12,030 | 62,763 |
| Provision for environmental protection | 2,205 | - | (546) | - | 1,659 |
| Provision for expected losses | 19,363 | 3,994 | (8) | 58 | 23,407 |
| Other provisions | 439 | 2,164 | (903) | (730) | 970 |
| TOTAL | 61,368 | 24,394 | (2,583) | 11,358 | 94,537 |
| 01.04.-30.06.2016 | |||||
| Provision for compensation | 8,595 | 380 | - | 18 | 8,993 |
| Provision for liabilities | 36,628 | (1,350) | (3,997) | 3,639 | 34,920 |
| Provision for environmental protection | 2,022 | - | (869) | - | 1,153 |
| Provision for expected losses | 33,711 | (2,853) | - | 464 | 31,322 |
| Other provisions | 1,998 | 478 | (1,062) | 27 | 1,441 |
| TOTAL | 82,954 | (3,345) | (5,928) | 4,148 | 77,829 |
| 01.04.-30.06.2015 | |||||
| Provision for compensation | 5,749 | 57 | (68) | - | 5,738 |
| Provision for liabilities | 35,145 | 15,795 | (984) | 12,807 | 62,763 |
| Provision for environmental protection | 1,942 | - | (283) | - | 1,659 |
| Provision for expected losses | 19,358 | 3,994 | (3) | 58 | 23,407 |
| Other provisions | 7 | 1,712 | (451) | (298) | 970 |
| TOTAL | 62,201 | 21,558 | (1,789) | 12,567 | 94,537 |
| CHANGE IN IMPAIRMENT ALLOWANCES PLN '000 |
Opening Recognition balance |
Use (payment of benefits) and reversal |
Other changes (including exchange differences) |
Closing balance |
|
|---|---|---|---|---|---|
| 01.01.–30.06.2016 | |||||
| Property, plant and equipment | 6,021 | - | - | 37 | 6,058 |
| Intangible assets, including: | 456,422 | - | - | 16,965 | 473,387 |
| Goodwill | 412,974 | - | - | 15,386 | 428,360 |
| Long-term financial assets | 1,343 | - | - | - | 1,343 |
| Inventories | 38,215 | 1,311 | (3,273) | 320 | 36,573 |
| Short-term investments | 24,601 | - | - | - | 24,601 |
| Trade and other receivables | 44,826 | 5,110 | (2,173) | 2,539 | 50,302 |
| TOTAL | 571,428 | 6,421 | (5,446) | 19,861 | 592,264 |
| 01.01.–30.06.2015 | |||||
| Property, plant and equipment | 6,262 | - | - | (18) | 6,244 |
| Intangible assets, including: | 457,191 | - | - | 5,767 | 462,958 |
| Goodwill | 413,735 | - | - | (6,419) | 407,316 |
| Long-term financial assets | 23,131 | - | (3,299) | - | 19,832 |
| Inventories | 44,393 | 1,264 | (9,094) | (138) | 36,425 |
| Short-term investments | 6,807 | - | - | - | 6,807 |
| Trade and other receivables | 51,620 | 643 | (5,510) | (899) | 45,854 |
| TOTAL | 589,404 | 1,907 | (17,903) | 4,712 | 578,120 |
| 01.04.–30.06.2016 | |||||
| Property, plant and equipment | 6,035 | - | - | 23 | 6,058 |
| Intangible assets, including: | 457,934 | - | - | 15,453 | 473,387 |
| Goodwill | 414,418 | - | - | 13,942 | 428,360 |
| Long-term financial assets | 1,343 | - | - | - | 1,343 |
| Inventories | 37,754 | 592 | (1,994) | 221 | 36,573 |
| Short-term investments | 24,601 | - | - | - | 24,601 |
| Trade and other receivables | 49,267 | 1,457 | (1,177) | 755 | 50,302 |
| TOTAL | 576,934 | 2,049 | (3,171) | 16,452 | 592,264 |
| 01.04.–30.06.2015 | |||||
| Property, plant and equipment | 6,263 | - | - | (19) | 6,244 |
| Intangible assets, including: | 446,502 | (6,045) | - | 22,501 | 462,958 |
| Goodwill | 398,754 | - | - | 8,562 | 407,316 |
| Long-term financial assets | 19,832 | - | - | - | 19,832 |
| Inventories | 36,962 | 868 | (1,468) | 63 | 36,425 |
| Short-term investments | 6,807 | - | - | - | 6,807 |
| Trade and other receivables | 50,807 | (224) | (3,315) | (1,414) | 45,854 |
| TOTAL | 567,173 | (5,401) | (4,783) | 21,131 | 578,120 |
The main components of tax expense include:
| MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) | |||
|---|---|---|---|
| PLN '000 | 01.01.–30.06.2016 | 01.01.–30.06.2015 | |
| Current income tax | 28,991 | 26,133 | |
| Deferred tax | 41,048 | 13,830 | |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | 70,039 | 39,963 |
Deferred income tax is attributable to the following items:
| DEFERRED INCOME TAX ASSETS AND DEFERRED | 30.06.2016 | 31.12.2015 | ||||
|---|---|---|---|---|---|---|
| INCOME TAX LIABILITY PLN '000 |
Total asset | Total liability |
Net value | Total asset | Total liability |
Net value |
| Property, plant and equipment | 1,795 | 131,392 | (129,597) | 1,772 | 121,325 | (119,553) |
| Intangible assets | 34,823 | 4,091 | 30,732 | 36,611 | 4,975 | 31,636 |
| Right of perpetual usufruct | - | 5,197 | (5,197) | - | 5,218 | (5,218) |
| Investment property | 2,365 | 4,370 | (2,005) | 2,365 | 1,602 | 763 |
| Financial assets | 33,199 | 3,329 | 29,870 | 32,655 | 3,514 | 29,141 |
| Inventory | 1,609 | 41 | 1,568 | 1,558 | 538 | 1,020 |
| Trade and other receivables | 2,798 | 35,737 | (32,939) | 1,406 | 30,634 | (29,228) |
| Provisions for employee benefits | 2,636 | 11 | 2,625 | 2,169 | 11 | 2,158 |
| Other provisions | 23,208 | 24 | 23,184 | 18,581 | 1 | 18,580 |
| Tax losses carried forward | 141,042 | - | 141,042 | 179,307 | - | 179,307 |
| Foreign exchange differences | 3,124 | 461 | 2,663 | 2,522 | 728 | 1,794 |
| Liabilities | 47,782 | 36 | 47,746 | 34,023 | 877 | 33,146 |
| Other | 414 | 4,209 | (3,795) | 131 | 4,594 | (4,463) |
| Deferred tax assets/liability | 294,795 | 188,898 | 105,897 | 313,100 | 174,017 | 139,083 |
| Set - off of deferred tax assets/ liability | (94,940) | (94,940) | - | (89,383) | (89,383) | - |
| Unrecognized deferred tax assets | (8,080) | - | (8,080) | (9,968) | - | (9,968) |
| Deferred tax assets/liability recognised in the statement of financial position |
191,775 | 93,958 | 97,817 | 213,749 | 84,634 | 129,115 |
As at 30 June 2016, the CIECH Group held the following types of financial instruments measured at fair value: an interest rate swap contract, currency forward EUR/PLN, and CIRS (currency and interest rate swap) contract EUR/PLN. All financial instruments listed above have been concluded by the parent company, CIECH S.A.
As compared to the previous reporting period, the CIECH Group has not made any changes in methods of measurement of financial instruments held. The descriptions of methods of measurement to fair value was presented in item II.5 of the Consolidated Annual Report of the CIECH Group for 2015, published on 21 March 2016.
| Fair value of financial instruments PLN '000 |
Other long-term investments |
Short-term investments |
Other non-current liabilities |
Trade and other liabilities |
TOTAL |
|---|---|---|---|---|---|
| 30.06.2016 | |||||
| IRS PLN | - | - | (682) | (1,358) | (2,040) |
| IRS EUR | - | - | (2,974) | (1,210) | (4,184) |
| CIRS | 49,660 | 17,015 | (104,546) | - | (37,871) |
| Forward EUR/PLN | - | - | - | (422) | (422) |
| TOTAL | 49,660 | 17,015 | (108,202) | (2,990) | (44,517) |
| 31.12.2015 | |||||
| IRS PLN | - | - | (1,380) | (1,430) | (2,810) |
| IRS EUR | 2,300 | - | (617) | (782) | 901 |
| CIRS | 26,778 | 16,781 | (39,831) | - | 3,728 |
| Forward EUR/PLN | - | - | - | (718) | (718) |
| Forward USD/PLN | - | - | - | (254) | (254) |
| TOTAL | 29,078 | 16,781 | (41,828) | (3,184) | 847 |
According to the fair value hierarchy, it is Level 2.
In the first half of 2016, there were no transfers within the fair value hierarchy of instruments measured at fair value. There were no changes in the classification of financial instruments, or in business conditions that could affect the fair value of financial assets or liabilities.
In the consolidated financial statements, all financial instruments concluded were designated for hedge accounting, and details of the designation were presented in item II.41 of the Consolidated Annual Report of the CIECH Group for 2015, published on 21 March 2016.
In the separate financial statements, all financial instruments, except for CIRS, were designated for hedge accounting, and details of the designation were presented in item II.32.1 of the Annual Report of the CIECH S.A. for 2015, published on 21 March 2016.
The CIECH Group holds the issued domestic bonds whose book value, as at 30 June 2016, amounted to PLN 160,006 thousand, and the fair value — to PLN 160,000 thousand.
In the case of the remaining financial instruments held by the CIECH Group (classified mainly as cash, loans and receivables, financial liabilities measured at amortised cost and financial liabilities), the fair value was close to the book value.
In the period from 1 January to 30 June 2016, the CIECH Group carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:
| MOVEMENTS IN PROPERTY, PLANT AND EQUIPMENT 01.01.–30.06.2016 PLN '000 |
Land | Buildings, premises and civil and water engineering structures |
Machinery and equipment |
Means of transport |
Other property, plant and equipment |
Property, plant and equipment under construction |
Property, plant and equipment, TOTAL |
|---|---|---|---|---|---|---|---|
| Gross value of property, plant and equipment at the beginning of the period |
81,567 | 908,740 | 2,354,758 | 102,007 | 42,748 | 392,084 | 3,881,904 |
| Purchases | - | - | 2,764 | 868 | 236 | 3,868 | 7,736 |
| Capital expenditure | - | - | - | - | - | 238,076 | 238,076 |
| Modernisation | - | 2,022 | 13,000 | 1,961 | 74 | - | 17,057 |
| Reclassification from investments |
- | 20,808 | 99,623 | 102 | 1,365 | - | 121,898 |
| Accepted under a finance lease agreement |
- | - | - | 2,203 | - | 2,203 | 4,406 |
| Capitalised borrowing costs | - | - | - | - | - | 10,803 | 10,803 |
| Commissioning | - | - | - | - | - | (145,026) | (145,026) |
| Currency translation differences |
3,109 | 9,081 | 34,631 | 550 | 413 | 1,710 | 49,494 |
| Sales | - | - | (16,547) | (9,731) | (31) | (568) | (26,877) |
| Liquidation | - | (3,401) | (18,433) | (3,184) | (128) | - | (25,146) |
| Other increases/decreases | - | 86 | - | (1) | 3 | 2 | 90 |
| Gross value of property, plant and equipment at the end of the period |
84,676 | 937,336 | 2,469,796 | 94,775 | 44,680 | 503,152 | 4,134,415 |
Purchases of property, plant and equipment were made with own financial resources or in the form of a finance lease. Commitments to purchase property, plant and equipment amounted to PLN 325,558 thousand (PLN 446,512 thousand as at 31 December 2015).
During the period covered by these financial statements, no loan agreement was called to maturity and there were no violations of payment terms for repayment of principal or interest due in relation to financial liabilities recognised in the statement of financial position.
All information concerning the financing conditions, which results from the agreements and arrangements with the banks, has been presented in the Consolidated Annual Report of CIECH Group for 2015, published on 21 March 2016.
Transactions between the parent, CIECH S.A., and its subsidiaries were eliminated during consolidation and have not been presented in this note.
Detailed information about transactions between the CIECH Group and other related entities (i.e. companies controlled by the parent company at the highest level in relation to CIECH S.A. — Kulczyk Investments S.A. or non-consolidated companies of the CIECH Group) is presented below:
| TRANSACTIONS BETWEEN CONSOLIDATED ENTITIES AND OTHER RELATED ENTITIES | ||
|---|---|---|
| PLN '000 | 01.01.–30.06.2016 | 01.01.–30.06.2015 |
| Revenues from sales of products and services | 2,915 | 2,413 |
| Revenues from sales of goods and materials | 41,626 | 31,657 |
| Other operating income | 14 | 252 |
| Financial income | 781 | 355 |
| Purchase of products, goods and materials | - | 6,968 |
| Purchase of services | 20,006 | 19,936 |
| Other operating expenses | 2 | 1 |
| Financial expenses | 9 | - |
| PLN '000 | 30.06.2016 | 31.12.2015 |
| Receivables | 11,041 | 7,561 |
| Liabilities | 4,048 | 8,965 |
Material sales to and purchases from related entities are carried out on arm's length terms. Overdue liabilities and receivables are not secured and are settled in cash or by set-off. No material non-standard or non-routine transactions were concluded within the CIECH Group in the first half of 2016. In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with related parties.
In the presented period, the CIECH Group companies did not issue, redeem or repay any debt or equity securities.
| PLN '000 | ||
|---|---|---|
| OTHER CONTINGENT ITEMS | 30.06.2016 | 31.12.2015 |
| 1. Contingent assets | 18,864 | 18,864 |
| - other contingent receivables* | 18,864 | 18,864 |
| 2. Contingent liabilities | 650,028 | 634,322 |
| - guarantees and sureties granted** | 533,097 | 528,601 |
| - other*** | 116,931 | 105,721 |
* Contingent asset in the amount of PLN 18,864 thousand related to the action against GZNF "FOSFORY" Sp. z o.o. for the payment of compensation for making an alleged untrue declaration by GZNF "FOSFORY" Sp. z o.o. to CIECH S.A. about the condition of Agrochem Człuchów Sp. z o.o. with its registered office in Człuchów.
** Including:
*** Including mainly:
contingent liability in CIECH Soda Polska S.A. regarding environmental penalty fees in the amount of PLN 30,974 thousand,
contingent liabilities in CIECH Soda Polska S.A. resulting from blank promissory notes for the National Fund for Environmental Protection and Water Management relating to grants received in the event of a potential financial adjustment in the amount of PLN 33,483 thousand, in connection with the received subsidy to the project "Development of sludge decantation and filtration facilities in production plant in Inowroclaw" in the amount of PLN 10,930 thousand, in connection with the received subsidy to the project "Boiler electrofilters modernisation of OP-110 No 2 and 4 in CHP Inowrocław" in the amount of PLN 709 thousand,
As at 30 June 2016, contingent liabilities amounted to PLN 650,028 thousand and increased as compared to 31 December 2015 by PLN 15,706 thousand. The change resulted mainly from the receipt of two subsidies by CIECH Soda Polska S.A. in the total amount of PLN 11,639 thousand, decrease in potential liability regarding employee claims in the amount of PLN 947 thousand and increase in other contingent liabilities on account of currency translation differences in the amount of PLN 4,496 thousand.
Other guarantees and sureties granted were described in item II.42 of the Consolidated Annual Report of the CIECH Group for the year 2015, published on 21 March 2016.
On 16 June 2016, the Ordinary General Meeting of Shareholders of CIECH S.A. adopted a resolution regarding the distribution of the net profit for 2015, amounting to PLN 331,579 thousand, in the following manner:
The number of shares covered by the dividend amounts to 52,699,909. Dividend date was set on 30 June 2016. The dividend was paid on 16 August 2016.
On 6 July 2016, the court curator of S.C. CET Govora S.A. in Romania in composition proceedings, acting pursuant to the Romanian bankruptcy law, terminated the agreement with CIECH Soda Romania S.A. for sale of heat energy (supply of technological steam) concluded for a specified period of time, effective on 31 July 2016. At the same time, the court curator of S.C. CET Govora S.A. invited CIECH Soda Romania S.A. to talks about determination of new conditions of delivery of technological steam, starting from 1 August 2016. On 28 July 2016, the court curator of S.C. CET Govora S.A. announced that, despite termination of the heat energy sale agreement with CIECH Soda Romania S.A. with effect on 31 July 2016, deliveries of technological steam to CIECH Soda Romania S.A. will continue after 31 July 2016, with a gradual reduction of their scope by 25% per day, until final discontinuation of deliveries. As a result of limitation of deliveries of technological steam, CIECH Soda Romania S.A., due to technological reasons, suspended its production of soda on 3 August 2016. CIECH Soda Romania S.A. questioned the validity of the notice of termination and took appropriate legal action before a competent court, aimed at invalidation of the effectiveness of termination of the agreement. On 18 August 2016, the decision of Ramnicu Valcea Tribunal in Romania was verbally announced ordering that legal effects of the termination be suspended. The decision to suspend the legal consequences will be binding until the court of the first instance has examined the case. As a result of the said court's decision, on 19 August 2016 the supply of steam was resumed and CIECH Soda Romania S.A. has begun to restore its soda production process. During the forced standstill the equipment was subject to maintenance and repairs. Regardless of the developments, discussions with the court-appointed administrator of S.C. CET Govora S.A., regarding the conclusion of a long-term agreement for the supply of technological steam, are being continued.
On 10 August 2016, the Management Board of CIECH S.A. adopted a decision on applying for admission and introduction of the shares of CIECH S.A. in the regulated market in the basic segment of the Frankfurt Stock Exchange (Frankfurter Börse, "FSE") and, for that purpose, on the drawing-up and submission to FSE of a relevant document summarising the rights required by law for the purpose of the admission. The Management Board of the Frankfurt Stock Exchange has taken decisions on admission as of 22 August 2016 and introduction as of 23 August 2016 of all the shares of CIECH S.A. in the regulated market in the General Standard sub-segment of the FSE. Following the admission, CIECH S.A.'s shares, at the same time, are listed at the Warsaw Stock Exchange and at FSE (dual listing).
III. SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION
| 01.04–30.06.2016 | 01.04–30.06.2015* | |||
|---|---|---|---|---|
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015* | unaudited data | |
| CONTINUING OPERATIONS | ||||
| Sales revenues | 1,073,357 | 1,000,532 | 543,429 | 515,063 |
| Cost of sales | (807,897) | (787,771) | (402,870) | (409,701) |
| Gross profit/(loss) on sales | 265,460 | 212,761 | 140,559 | 105,362 |
| Other operating income | 1,522 | 23,331 | 756 | 1,156 |
| Selling costs | (83,106) | (69,024) | (44,457) | (37,177) |
| General and administrative expenses | (26,485) | (19,540) | (14,336) | (7,646) |
| Other operating expenses | (2,080) | (5,783) | (924) | (5,250) |
| Operating profit/(loss) | 155,311 | 141,745 | 81,598 | 56,445 |
| Financial income | 175,911 | 194,975 | 166,828 | 145,768 |
| Financial expenses | (72,017) | (89,699) | (48,618) | (34,601) |
| Net financial income/expenses | 103,894 | 105,276 | 118,210 | 111,167 |
| Profit/(loss) before tax | 259,205 | 247,021 | 199,808 | 167,612 |
| Income tax | (17,250) | (21,361) | (7,018) | (4,432) |
| Net profit/(loss) on continuing operations | 241,955 | 225,660 | 192,790 | 163,180 |
| DISCONTINUED OPERATIONS | ||||
| Net profit/(loss) on discontinued operations | - | - | - | - |
| Net profit / (loss) | 241,955 | 225,660 | 192,790 | 163,180 |
| Earnings per share (in PLN): | ||||
| Basic | 4.59 | 4.28 | 3.66 | 3.10 |
| Diluted | 4.59 | 4.28 | 3.66 | 3.10 |
| Earnings/(loss) per share (in PLN) from continuing operations: |
||||
| Basic | 4.59 | 4.28 | 3.66 | 3.10 |
| Diluted | 4.59 | 4.28 | 3.66 | 3.10 |
*Restated data, detailed description of changes is provided in section IV.2.
The condensed separate statement of profit or loss of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015 | 01.04–30.06.2016 | 01.04–30.06.2015 |
|---|---|---|---|---|
| unaudited data | ||||
| Net profit/(loss) on continuing operations | 241,955 | 225,660 | 192,790 | 163,180 |
| Net profit/(loss) on discontinued operations | - | - | - | - |
| Net profit / (loss) | 241,955 | 225,660 | 192,790 | 163,180 |
| Other comprehensive income before tax that may be reclassified to profit or loss |
(3,763) | 3,245 | (6,824) | (877) |
| Cash flow hedge | (3,763) | 3,245 | (6,824) | (877) |
| Other comprehensive income before tax that may not be reclassified to profit or loss |
- | - | - | - |
| Income tax attributable to other comprehensive income | 715 | (616) | 1,297 | 167 |
| Income tax attributable to other comprehensive income that may be reclassified to profit or loss |
715 | (616) | 1,297 | 167 |
| Other comprehensive income net of tax | (3,048) | 2,629 | (5,527) | (710) |
| TOTAL COMPREHENSIVE INCOME | 238,907 | 228,289 | 187,263 | 162,470 |
The condensed separate statement of other comprehensive income of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
| PLN '000 | 30.06.2016 | 31.12.2015 |
|---|---|---|
| ASSETS | ||
| Property, plant and equipment | 12,192 | 12,808 |
| Intangible assets | 9,431 | 9,462 |
| Non-current receivables | 227 | - |
| Long-term borrowings | 572,012 | 292,868 |
| Other long-term investments | 2,056,070 | 2,035,487 |
| Deferred income tax assets | 120,627 | 135,316 |
| Total non-current assets | 2,770,559 | 2,485,941 |
| Inventory | 34,231 | 19,673 |
| Short-term investments | 204,837 | 215,411 |
| Income tax receivables | 233 | 194 |
| Trade and other receivables | 429,593 | 331,797 |
| Cash and cash equivalents | 260,911 | 174,745 |
| Total current assets | 929,805 | 741,820 |
| Total assets | 3,700,364 | 3,227,761 |
| EQUITY AND LIABILITIES | ||
| Share capital | 287,614 | 287,614 |
| Share premium | 470,846 | 470,846 |
| Cash flow hedge | (5,383) | (2,335) |
| Actuarial gains | 50 | 50 |
| Other reserve capitals | 76,199 | 76,199 |
| Retained earnings | 556,609 | 464,849 |
| Total equity | 1,385,935 | 1,297,223 |
| Loans, borrowings and other debt instruments | 1,504,478 | 1,494,775 |
| Other non-current liabilities | 108,202 | 41,828 |
| Employee benefits | 532 | 510 |
| Total non-current liabilities | 1,613,212 | 1,537,113 |
| Loans, borrowings and other debt instruments | 155,738 | 124,124 |
| Trade and other liabilities | 516,431 | 238,127 |
| Income tax liabilities | 4,979 | 4,219 |
| Short-term provisions for employee benefits | 223 | 240 |
| Other provisions | 23,846 | 26,715 |
| Total current liabilities | 701,217 | 393,425 |
| Total liabilities | 2,314,429 | 1,930,538 |
| Total equity and liabilities | 3,700,364 | 3,227,761 |
The condensed separate statement of financial position of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015* |
|---|---|---|
| Cash flows from operating activities | ||
| Net profit/(loss) on continuing operations | 241,955 | 225,660 |
| Adjustments | ||
| Amortisation/depreciation | 2,273 | 2,149 |
| Recognition of impairment allowances | (1,088) | 44,846 |
| Foreign exchange (profit) /loss | 4,415 | (8,160) |
| (Profit) / loss on investment activities | - | (13,039) |
| (Profit) / loss on disposal of property, plant and equipment | (11) | (358) |
| Dividends and interest | (145,647) | (137,743) |
| Income tax | 17,250 | 21,361 |
| Change in liabilities due to loan arrangement fee | 876 | 4,305 |
| Value of derivatives | 41,597 | - |
| Cash from operating activities before changes in working capital and provisions | 161,620 | 139,021 |
| Change in receivables | (14,428) | (4,198) |
| Change in inventory | (14,558) | 5,759 |
| Change in current liabilities | 129,459 | (3,584) |
| Change in provisions and employee benefits | (2,864) | 4,656 |
| Cash generated from operating activities | 259,229 | 141,654 |
| Interest paid | (24,651) | (55,861) |
| Income tax paid/returned | - | 9,163 |
| Net cash from operating activities | 234,578 | 94,956 |
| Cash flows from investment activities | ||
| Inflows | 77,836 | 138,517 |
| Disposal of a subsidiary | 2,931 | - |
| Disposal of intangible assets and property, plant and equipment | 18 | 358 |
| Dividends received | 42,074 | 60,873 |
| Interest received | 3,877 | 9,061 |
| Proceeds from repaid borrowings | 22,970 | 68,224 |
| Cash pooling inflows | 5,966 | - |
| Outflows | (254,796) | (260,057) |
| Acquisition of a subsidiary (after deduction of acquired cash) | - | (5,053) |
| Acquisition of intangible assets and property, plant and equipment | (3,986) | (6,900) |
| Raise capital expenditures and extra charge on capital | (35) | (35,495) |
| Cash pooling outflows | - | (36,594) |
| Borrowings paid out | (250,775) | (176,015) |
| Net cash from investment activities | (176,960) | (121,540) |
| Cash flows from financial activities | ||
| Inflows | 29,216 | 70,621 |
| Proceeds from loans and borrowings | - | 70,621 |
| Cash pooling inflows | 29,216 | - |
| Outflows | - | (29,696) |
| Cash pooling outflows | - | (29,536) |
| Payments of finance lease liabilities | - | (160) |
| Net cash from financial activities | 29,216 | 40,925 |
| Total net cash flows | 86,834 | 14,341 |
| Cash and cash equivalents as at the beginning of the period | 174,745 | 10,261 |
| Impact of foreign exchange differences | (668) | (25) |
| Cash and cash equivalents as at the end of the period | 260,911 | 24,577 |
*Restated data, detailed description of changes is provided in section IV.2.
The condensed separate statement of cash flows of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
| PLN '000 | Share capital | Share premium | Cash flow hedge | Actuarial gains | Other reserve capitals |
Retained earnings | Total equity |
|---|---|---|---|---|---|---|---|
| Equity as at 01.01.2016: | 287,614 | 470,846 | (2,335) | 50 | 76,199 | 464,849 | 1,297,223 |
| Transactions with the shareholders recognised directly in equity |
- | - | - | - | - | (150,195) | (150,195) |
| Dividend payment | - | - | - | - | - | (150,195) | (150,195) |
| Total comprehensive income for the period | - | - | (3,048) | - | - | 241,955 | 238,907 |
| Net profit / loss | - | - | - | - | - | 241,955 | 241,955 |
| Other comprehensive income | - | - | (3,048) | - | - | - | (3,048) |
| Equity as at 30.06.2016 | 287,614 | 470,846 | (5,383) | 50 | 76,199 | 556,609 | 1,385,935 |
| Equity as at 01.01.2015: | 287,614 | 470,846 | (5,724) | (348) | 76,199 | 133,271 | 961,858 |
| Transactions with the shareholders recognised directly in equity |
- | - | - | - | - | - | - |
| Total comprehensive income for the period | - | - | 2,629 | - | - | 225,660 | 228,289 |
| Net profit / loss | - | - | - | - | - | 225,660 | 225,660 |
| Other comprehensive income | - | - | 2,629 | - | - | - | 2,629 |
| Equity as at 30.06.2015 | 287,614 | 470,846 | (3,095) | (348) | 76,199 | 358,931 | 1,190,147 |
The condensed separate statement of changes in equity of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
On 31 January 2007, the Extraordinary General Meeting of Shareholders of CIECH S.A. adopted resolution No 4, concerning the preparation of separate financial statements in accordance with International Financial Reporting Standards as approved by the European Union ("IFRS"). Due to the adopted resolution, since 2007 the reports of CIECH S.A. have been prepared in accordance with the IFRS using the valuation of assets and liabilities and the measurement of net result as defined in the accounting policy.
These interim condensed separate financial statements were prepared in compliance with IAS 34 "Interim Financial Reporting" as approved by the European Union and the Regulation of the Minister of Finance dated 19 February 2009, as amended, on current and periodical information submitted by issuers of securities and on conditions for deeming equivalent information required by the law of a Non-Member State (Journal of Laws of 2009, No 33, item 259). These financial statements present the financial position of CIECH S.A. as at 30 June 2016 and as at 31 December 2015, results of the Company's operations and cash flows for the period of 6 months ended 30 June 2016 and 30 June 2015, and were approved by the Management Board of CIECH S.A. on 30 August 2016.
These semi-annual condensed separate financial statements were prepared under the assumption that CIECH S.A. will continue as a going concern in the foreseeable future. As at the date of approval of these semi-annual condensed financial statements, no facts or circumstances are known that would indicate any threat to CIECH S.A. continuing as a going concern.
The Management Board of CIECH S.A. declares that to the best of its knowledge these semi-annual condensed separate financial statements, including corresponding figures, have been prepared in accordance with the generally acceptable accounting principles and that they represent a true, accurate and fair reflection of CIECH S.A.'s financial position and the results of operations.
Preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") requires the Management Board to make professional judgements, estimates and assumptions which affect the adopted principles and presented values of assets, equity and liabilities, income and expenses. The estimates and assumptions associated with them are based on historical accuracy and various other factors that are considered to be reasonable under the specific circumstances, and their results provide a basis for professional judgement about the value of assets and liabilities that are not directly apparent from other sources. Actual value may differ from the estimated value. The estimates and assumptions associated with them are subject to ongoing verification. Revision of accounting estimates is recognised in the period in which the changes were made, only if it affects that period or the present and future in case they concern both the current and future periods. The Management Board's professional judgements which have a significant impact on the separate financial statements, and the estimates bearing a risk of significant changes in future years have been presented in items IV.6, IV.7, IV.8 and IV.13 hereof. During the current interim period there were no significant revisions to the estimates presented in previous reporting periods.
The Management Board of CIECH S.A. declares that PricewaterhouseCoopers Sp. z o.o. with its registered office in Warsaw, entered into the list of entities authorised to audit financial statements under the registry No 144 kept by the National Chamber of Statutory Auditors was chosen in accordance with the binding legal regulations for the auditor of the semi-annual condensed separate financial statements for the period from 1 January 2016 to 30 June 2016.
The CIECH S.A.'s accounting principles are described in the Separate Annual Report of CIECH S.A. for the year 2015, published on 21 March 2016. The aforementioned Report includes detailed information regarding the principles and methods of valuation of assets, equity and liabilities and measurement of the financial result, as well as the method of preparing the financial statements and comparative information. These principles have been applied on a continuous basis with relation to currently published data, the last annual financial statements and comparative data presented, except for a change consisting in standardisation of presentation of shared services provided to the Group (reclassification in the statement of profit or loss between cost of sales and general and administrative expenses). Moreover, the presentation of inflows and outflows from cash pooling in the statement of cash flows was amended (previously they were reported separately, at present they are disclosed on a net basis).
The Polish zloty (PLN) is the functional currency of the parent company, CIECH S.A., and the reporting currency of these financial statements. Unless stated otherwise, all financial data in these financial statements have been presented in thousands of Polish zlotys (PLN '000).
Seasonality associated with periodic demand and supply fluctuations has little impact on CIECH S.A.'s general sales trends. In the soda segment, a seasonal relationship between the sales volume of some products and the course of winter is observable. For calcium chloride and other products (anti-ice salt and chloride mix, waste salt) a mild winter is a reason for decrease of sales, while the influence on the sales of salt is indirect. For other products, CIECH S.A.'s revenues and financial results are not influenced by any significant seasonal fluctuations over the year. Because of this, seasonality plays a relatively small role in CIECH S.A.'s overall sales.
CIECH S.A.'s operating segments are designated on the basis of internal reports regularly reviewed by the Management Board, which is responsible for operating decisions aimed at allocating resources to segments and assessing the subsidiaries performance. Information for a given operating segment may include sales of products and goods also included in the core product range of other divisions. Such items, however, are not significant for those divisions' management accounting. The financing (including finance expenses and incomes with the exception of interest on trade receivables and liabilities) and income tax are monitored on the company level and are not allocated to particular segments. Operational segments results are assessed by the CIECH S.A.'s Management Board on the basis of sales revenue, operating profit, EBITDA and normalised EBITDA. EBITDA and normalised EBITDA are not defined in IFRS so they might be calculated differently by other companies. Reconciliation and definitions applied by the CIECH S.A. while calculating aforementioned measures are presented below.
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015 |
|---|---|---|
| Net profit/(loss) on continuing operations | 241,955 | 225,660 |
| Income tax | 17,250 | 21,361 |
| Financial expenses | 72,017 | 89,699 |
| Financial income | (175,911) | (194,975) |
| Amortisation/depreciation | 2,273 | 2,149 |
| EBITDA | 157,584 | 143,894 |
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015 |
|---|---|---|
| EBITDA | 157,584 | 143,894 |
| One-offs including: | (366) | 3,402 |
| Impairment (a) | - | - |
| Cash items (b) | 101 | (1,189) |
| Non-cash items (without impairment) (c) | (467) | 4,591 |
| Normalised EBITDA | 157,218 | 147,296 |
(a) Impairment losses are associated with the creation/reversal of impairment write-downs of assets value.
(b) Cash items include, among others, profit/loss of the sale of property, plant and equipment and other items (including costs associated with discontinued operations, fees and compensations).
(c) Non-cash items include: costs of liquidation of inventories and property, plant and equipment, the costs of suspended investments, provisions for liabilities and compensation and other items (including extraordinary costs and other provisions).
Additional information on normalisation has been presented under tables presenting the condensed separate statement of profit or loss by operating segments.
Revenue and costs data as well as assets, equity and liabilities data of particular CIECH S.A.'s operating segments for periods disclosed in statements are presented in the tables below.
| OPERATING SEGMENTS 01.01.–30.06.2016 PLN '000 |
Soda Segment |
Organic Segment |
Silicates and Glass Segment |
Transport Segment |
Other operations Segment |
Corporate functions - reconciliation item |
TOTAL |
|---|---|---|---|---|---|---|---|
| Total revenues | 869,275 | 182,391 | 6,378 | 760 | 14,553 | - | 1,073,357 |
| Cost of sales | (609,104) | (178,708) | (5,912) | (572) | (13,601) | - | (807,897) |
| Gross profit/loss on sales | 260,171 | 3,683 | 466 | 188 | 952 | - | 265,460 |
| Selling costs | (75,885) | (71) | (108) | (76) | (1,972) | (4,994) | (83,106) |
| General and administrative expenses | (3,803) | (2,770) | (54) | - | (186) | (19,672) | (26,485) |
| Result on management of receivables | (1,147) | 147 | - | - | 11 | - | (989) |
| Result on other operating activities | 755 | (33) | - | - | (291) | - | 431 |
| Operating profit/loss | 180,091 | 956 | 304 | 112 | (1,486) | (24,666) | 155,311 |
| Exchange differences and interest on trade settlements |
(4,343) | (5,409) | - | - | (441) | - | (10,193) |
| Group borrowing costs | - | - | - | - | - | (13,782) | (13,782) |
| Result on financial activity (non-attributable to segments) |
- | - | - | - | - | 127,869 | 127,869 |
| Profit/loss before tax | 175,748 | (4,453) | 304 | 112 | (1,927) | 89,421 | 259,205 |
| Income tax | - | - | - | - | - | - | (17,250) |
| Net profit/loss for the period | - | - | - | - | - | - | 241,955 |
| Amortisation/depreciation | - | - | - | - | - | 2,273 | 2,273 |
| EBITDA | 180,091 | 956 | 304 | 112 | (1,486) | (22,393) | 157,584 |
| Normalised EBITDA* | 179,630 | 956 | 304 | 112 | (1,391) | (22,393) | 157,218 |
* Normalised EBITDA for the 6-month period ended 30 June 2016 is calculated as EBITDA adjusted for untypical one-off events, including primarily changes in provisions for liabilities: PLN 0.5 million and due to fines and compensation paid: PLN -0.1 million.
| OPERATING SEGMENTS* 01.01.–30.06.2015 PLN '000 |
Soda Segment |
Organic Segment |
Silicates and Glass Segment |
Transport Segment |
Other operations Segment |
Corporate functions - reconciliation item |
TOTAL |
|---|---|---|---|---|---|---|---|
| Total revenues | 765,163 | 219,916 | 5,461 | - | 9,992 | - | 1,000,532 |
| Cost of sales | (557,708) | (215,365) | (5,166) | - | (9,532) | - | (787,771) |
| Gross profit/loss on sales | 207,455 | 4,551 | 295 | - | 460 | - | 212,761 |
| Selling costs | (63,489) | (70) | (34) | - | (1,351) | (4,080) | (69,024) |
| General and administrative expenses | (2,106) | (596) | (14) | - | (19) | (16,805) | (19,540) |
| Result on management of receivables | 20,882 | - | - | - | 20 | - | 20,902 |
| Result on other operating activities | (949) | - | 8 | - | 1,381 | (3,794) | (3,354) |
| Operating profit/loss | 161,793 | 3,885 | 255 | - | 491 | (24,679) | 141,745 |
| Exchange differences and interest on trade settlements |
(3,928) | (6,601) | 16 | - | (404) | - | (10,917) |
| Group borrowing costs | - | - | - | - | - | (26,432) | (26,432) |
| Result on financial activity (non-attributable to segments) |
- | - | - | - | - | 142,625 | 142,625 |
| Profit/loss before tax | 157,865 | (2,716) | 271 | - | 87 | 91,514 | 247,021 |
| Income tax | - | - | - | - | - | - | (21,361) |
| Net profit/loss for the period | - | - | - | - | - | - | 225,660 |
| Amortisation/depreciation | - | - | - | - | - | 2,149 | 2,149 |
| EBITDA | 161,793 | 3,885 | 255 | - | 491 | (22,530) | 143,894 |
| Normalised EBITDA** | 162,541 | 3,885 | 247 | - | (641) | (18,736) | 147,296 |
*Restated data, detailed description of changes is provided in section IV.2.
** Normalised EBITDA for the 6-month period ended 30 June 2015 is calculated as EBITDA adjusted for untypical one-off events, including primarily: changes in provisions for liabilities and compensation: PLN -4.6 million; fines and compensation received: PLN 0.8 million; gain on disposal of nonfinancial non-current assets: PLN 0.4 million.
| PLN '000 | ASSETS | LIABILITIES | ||
|---|---|---|---|---|
| 30.06.2016 | 31.12.2015 | 30.06.2016 | 31.12.2015 | |
| Soda Segment | 223,483 | 200,706 | 253,715 | 138,711 |
| Organic Segment | 52,907 | 86,238 | 55,938 | 49,701 |
| Silicates and Glass Segment | 3,213 | 706 | 3,044 | 1,149 |
| Transport Segment | 427 | - | 702 | - |
| Other operations Segment | 4,682 | 8,140 | 6,420 | 11,831 |
| Corporate functions - reconciliation item | 3,415,652 | 2,931,971 | 1,994,610 | 1,729,146 |
| TOTAL | 3,700,364 | 3,227,761 | 2,314,429 | 1,930,538 |
| PLN '000 | ASSETS | Sales revenues | ||
|---|---|---|---|---|
| 30.06.2016 | 31.12.2015 | 01.01-30.06.2016 | 01.01-30.06.2015 | |
| Poland | 2,313,382 | 1,943,128 | 501,977 | 513,201 |
| European Union (excluding Poland) | 1,304,075 | 1,221,388 | 349,082 | 312,861 |
| Other European countries | 49,700 | 38,477 | 103,999 | 93,432 |
| Africa | 7,123 | 8,628 | 38,474 | 12,185 |
| Asia | 25,627 | 15,620 | 69,824 | 56,903 |
| Other regions | 457 | 520 | 10,001 | 11,950 |
| TOTAL | 3,700,364 | 3,227,761 | 1,073,357 | 1,000,532 |
In the first half of 2016 and in the second quarter of 2016, the following changes in provisions and impairment allowances on assets were recognised in the financial statements of CIECH S.A.
| CHANGE IN PROVISIONS FOR EMPLOYEE BENEFITS PLN '000 |
Opening balance | Recognition | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|
| 01.01.-30.06.2016 | ||||
| Long-term | 510 | 5 | 17 | 532 |
| Short-term | 240 | - | (17) | 223 |
| 01.01.-30.06.2015 | ||||
| Long-term | 875 | 10 | 40 | 925 |
| Short-term | 132 | 221 | (118) | 235 |
| 01.04.-30.06.2016 | ||||
| Long-term | 521 | 5 | 6 | 532 |
| Short-term | 217 | - | 6 | 223 |
| 01.04.-30.06.2015 | ||||
| Long-term | 900 | 10 | 15 | 925 |
| Short-term | 14 | 221 | - | 235 |
| CHANGE IN OTHER SHORT-TERM PROVISIONS PLN '000 |
Opening balance | Recognition | Use (payment of benefits) and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2016 | |||||
| Provision for compensation | 839 | - | - | 45 | 884 |
| Provision for liabilities | 5,489 | - | (3,021) | (38) | 2,430 |
| Provision for expected losses | 19,836 | - | - | 11 | 19,847 |
| Other provisions | 551 | 134 | - | - | 685 |
| TOTAL | 26,715 | 134 | (3,021) | 18 | 23,846 |
| CHANGE IN OTHER SHORT-TERM PROVISIONS PLN '000 |
Opening balance | Recognition | Use (payment of benefits) and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2015 | |||||
| Provision for compensation | 779 | 57 | - | - | 836 |
| Provision for liabilities | 1,748 | 4,931 | (477) | - | 6,202 |
| Provision for expected losses | 19,362 | - | (8) | - | 19,354 |
| TOTAL | 21,889 | 4,988 | (485) | - | 26,392 |
| 01.04.-30.06.2016 | |||||
| Provision for compensation | 866 | - | - | 18 | 884 |
| Provision for liabilities | 3,628 | (309) | (889) | - | 2,430 |
| Provision for expected losses | 19,847 | - | - | - | 19,847 |
| Other provisions | 595 | (4) | 94 | - | 685 |
| TOTAL | 24,936 | (313) | (795) | 18 | 23,846 |
| 01.04.-30.06.2015 | |||||
| Provision for compensation | 779 | 57 | - | - | 836 |
| Provision for liabilities | 1,802 | 4,877 | (477) | - | 6,202 |
| Provision for expected losses | 19,357 | - | (3) | - | 19,354 |
| TOTAL | 21,938 | 4,934 | (480) | - | 26,392 |
| CHANGE IN IMPAIRMENT ALLOWANCES PLN '000 |
Opening balance | Recognition | Use (payment of benefits) and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.–30.06.2016 | |||||
| Long-term financial assets | 200,809 | - | - | - | 200,809 |
| Inventories | 84 | - | (84) | - | - |
| Short-term investments | 123,655 | - | (1,088) | - | 122,567 |
| Trade and other receivables | 31,890 | 2,708 | (2,665) | 374 | 32,307 |
| TOTAL | 356,438 | 2,708 | (3,837) | 374 | 355,683 |
| 01.01.–30.06.2015 | |||||
| Long-term financial assets | 643,454 | 24,640 | (120) | (5,810) | 662,164 |
| Inventories | 218 | - | - | - | 218 |
| Short-term investments | 41,963 | 20,547 | (221) | (942) | 61,347 |
| Trade and other receivables | 119,362 | 1,045 | (23,079) | (204) | 97,124 |
| TOTAL | 804,997 | 46,232 | (23,420) | (6,956) | 820,853 |
| 01.04.–30.06.2016 | |||||
| Long-term financial assets | 200,809 | - | - | - | 200,809 |
| Short-term investments | 122,567 | - | - | - | 122,567 |
| Trade and other receivables | 31,770 | 1,954 | (2,140) | 723 | 32,307 |
| TOTAL | 355,146 | 1,954 | (2,140) | 723 | 355,683 |
| 01.04.–30.06.2015 | |||||
| Long-term financial assets | 652,045 | 1,122 | (120) | 9,117 | 662,164 |
| Inventories | 218 | - | - | - | 218 |
| Short-term investments | 48,025 | 12,277 | (221) | 1,266 | 61,347 |
| Trade and other receivables | 96,384 | 389 | (502) | 853 | 97,124 |
| TOTAL | 796,672 | 13,788 | (843) | 11,236 | 820,853 |
The main components of tax expense include:
| THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) (PLN '000) | 01.01.–30.06.2016 | 01.01.–30.06.2015 |
|---|---|---|
| Current income tax | 1,845 | 5,455 |
| Deferred tax | 15,405 | 15,906 |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | 17,250 | 21,361 |
Deferred income tax is attributable to the following items:
| DEFERRED INCOME TAX ASSETS AND DEFERRED | 30.06.2016 | 31.12.2015 | |||||
|---|---|---|---|---|---|---|---|
| INCOME TAX LIABILITY PLN '000 |
Total asset | Total liability |
Net value | Total asset | Total liability |
Net value | |
| Property, plant and equipment | 160 | - | 160 | 160 | - | 160 | |
| Financial assets | 33,199 | 9,816 | 23,383 | 32,653 | 10,225 | 22,428 | |
| Inventories | - | - | - | 16 | - | 16 | |
| Trade and other receivables | - | 823 | (823) | - | 736 | (736) | |
| Provisions for employee benefits | 104 | 11 | 93 | 102 | 11 | 91 | |
| Tax losses carried forward | 84,640 | - | 84,640 | 108,315 | - | 108,315 | |
| Currency translation differences | 2,980 | - | 2,980 | 2,430 | - | 2,430 | |
| Liabilities | 10,237 | 43 | 10,194 | 3,939 | 1,327 | 2,612 | |
| Deferred tax assets/liability | 131,320 | 10,693 | 120,627 | 147,615 | 12,299 | 135,316 | |
| Set-off of deferred tax assets/ liability | (10,693) | (10,693) | - | (12,299) | (12,299) | - | |
| Deferred tax assets/liability recognised in the statement of financial position |
120,627 | - | 120,627 | 135,316 | - | 135,316 |
As at the presented reporting dates, there were no unrecognised deferred tax assets.
Information on fair value of financial instruments was presented in item II.8 hereof.
In the period from 1 January to 30 June 2016, CIECH S.A. carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:
| PLN '000 | Machinery and equipment |
Means of transport |
Other property, plant and equipment |
Property, plant and equipment under construction |
TOTAL |
|---|---|---|---|---|---|
| Purchase | 3,385 | - | 25 | 1,544 | 4,954 |
| Disposal | 2,874 | 305 | 3 | - | 3,182 |
Purchases in the first half of 2016 were made with own financial resources of the Company. As at the reporting date, commitments to purchase property, plant and equipment amounted to PLN 344 thousand. As at 31 December 2015, commitments to purchase property, plant and equipment amounted to PLN 15 thousand.
The information is provided in item II.10 hereof.
The following table presents amounts of transactions concluded in the periods presented in the financial statements with entities related with CIECH S.A. and entities related with CIECH S.A. through its parent company:
| PLN '000 | 01.01.–30.06.2016 | 01.01.–30.06.2015 |
|---|---|---|
| Sales revenue | 313,192 | 312,373 |
| Purchase of goods and services | 646,495 | 581,896 |
| Financial income | 175,769 | 198,415 |
| PLN '000 | 30.06.2016 | 31.12.2015 |
| Receivables | 217,916 | 151,311 |
| Loans granted | 759,834 | 507,487 |
| Liabilities | 341,769 | 207,997 |
| Loans received | 59,443 | 59,426 |
Material sales to and purchases from related entities are carried out on arm's length terms. Overdue liabilities and receivables are not secured and are settled in cash or by set-off. No material non-standard or non-routine transactions were concluded with related entities in the first half of 2016.
In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with related parties.
In the presented period, CIECH S.A. did not issue, redeem or repay any debt or equity securities.
| PLN '000 | 30.06.2016 | 31.12.2015 |
|---|---|---|
| 1. Contingent assets | 18,864 | 18,864 |
| - other contingent receivables* | 18,864 | 18,864 |
| 2. Contingent liabilities | 744,153 | 734,048 |
| - guarantees and sureties granted** | 739,270 | 729,831 |
| - other*** | 4,883 | 4,217 |
* Contingent asset in the amount of PLN 18,864 thousand related to the action against GZNF "FOSFORY" Sp. z o.o. for the payment of compensation for making an alleged untrue declaration by GZNF "FOSFORY" Sp. z o.o. to CIECH S.A. about the condition of Agrochem Człuchów Sp. z o.o. with its registered office in Człuchów.
** Including mainly:
*** Potential liabilities on account of employee claims.
As at 30 June 2016, contingent liabilities amounted to PLN 744,153 thousand, which is an increase by PLN 10,105 thousand as compared to 31 December 2015. The change in contingent liabilities compared to the balance as at 31 December 2015 results mainly from:
The remaining difference results from changes in currency exchange rates used in the valuation of liabilities.
Other guarantees and sureties granted were described in item II.27.3 of the Separate Annual Report of CIECH S.A. for the year 2015, published on 21 March 2016.
The information is provided in item II.14 hereof.
On 10 August 2016, the Management Board of CIECH S.A. adopted a decision on applying for admission and introduction of the shares of CIECH S.A. in the regulated market in the basic segment of the Frankfurt Stock Exchange (Frankfurter Börse, "FSE") and, for that purpose, on the drawing-up and submission to FSE of a relevant document summarising the rights required by law for the purpose of the admission. The Management Board of the Frankfurt Stock Exchange has taken decisions on admission as of 22 August 2016 and introduction as of 23 August 2016 of all the shares of CIECH S.A. in the regulated market in the General Standard sub-segment of the FSE. Following the admission, CIECH S.A.'s shares, at the same time, are listed at the Warsaw Stock Exchange and at FSE (dual listing).
CIECH Spółka Akcyjna, seated in Warsaw, ul. Wspólna 62, registered under number 0000011687 at the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register, is the parent entity of the CIECH Group.
The CIECH Group is a group of domestic and foreign manufacturing, distribution and trade companies operating in the chemical industry. As at 30 June 2016, the CIECH Group comprised 37 business entities, including:
The parent company of CIECH S.A. has a branch in Romania, a branch in Germany, and operates through its offices in Inowrocław and Nowa Sarzyna. CIECH Trading S.A. subsidiary has a branch in Bydgoszcz.
The core business of the CIECH Group comprises the production and sales of chemical products manufactured by the CIECH Group. Additionally, the CIECH Group sells chemical products purchased from third-party producers. The trading activities are carried out mostly by CIECH S.A. as well as by domestic and foreign trading companies, subsidiaries of CIECH S.A., while the manufacturing activities are carried out by production companies, also subsidiaries of CIECH S.A.
In preparing the consolidated financial statements for the first half of 2016, the following companies were consolidated:
| No | Name of the Company/Group |
Registered office |
Share in equity as at 30.06.2016 / % of votes at the GMS |
Share in equity as at 30.06.2015 / % of votes at the GMS |
Business |
|---|---|---|---|---|---|
| Parent company | |||||
| 1 | CIECH S.A. | Warsaw | - | - | The actual core business of the parent entity comprises sales of chemical products manufactured within the CIECH Group. In addition to the actual core activity, CIECH S.A. sells chemical products purchased from producers from outside the Group. Additionally, CIECH S.A. as a parent company, conducts holding activity, manages a portfolio of subsidiaries, provides support services (in the area of sales, manufacturing, purchases, finance, IT, HR and in the legal area) for selected companies in the Group as well as conducts financial activities in the form of direct lending to the companies in the Group. |
| Fully consolidated direct and indirect subsidiaries | |||||
| 2 | CIECH FINANCE Sp. z o.o. |
Warsaw | 100% | 100% | Implementing divestment projects concerning obsolete fixed assets (property) and financial assets (shares in companies), carrying out purchases of selected raw materials. |
| 3 | CIECH R&D Sp. z o.o. | Warsaw | 100% | 100% | Granting licences to the CIECH Group companies to use the trademarks: "Ciech", "Ciech Trading" and "Sól Kujawska naturalna czysta" for business activity purposes, research and developments activities. |
| 4 | Ciech Nieruchomości S.A. |
Warsaw | 100% | 100% | Real property agency, real property management. |
| 5 | CIECH Soda Romania S.A. |
Rm. Valcea, Romania |
98.74% | 93.76% | Manufacture of other basic inorganic chemicals, wholesale of chemical products. |
| CIECH Trading Group |
| No | Name of the Company/Group |
Registered office |
Share in equity as at 30.06.2016 / % of votes at the GMS |
Share in equity as at 30.06.2015 / % of votes at the GMS |
Business |
|---|---|---|---|---|---|
| 6 | CIECH Trading S.A. | Warsaw | 100% | 100% | Wholesale and distribution of solid inorganic and organic chemicals, wholesale and distribution of raw materials for household chemicals, wholesale and distribution of raw materials for cosmetic and pharmaceutical products, wholesale and distribution of fillers, pigments, raw materials for paints and varnishes, wholesale and distribution of feed additives and fodder, wholesale and distribution of acids, bases and other liquid chemicals. |
| 6.1. | JANIKOSODA S.A. | Warsaw | 100% | 100% | Service activity related to office support, other "out-of school" forms of education, not elsewhere classified. |
| CIECH Soda Polska Group | |||||
| 7 | CIECH Soda Polska S.A. | Inowrocław | 100% | 100% | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power generation and distribution. |
| 7.1. | CIECH Cargo Sp. z o.o. | Inowrocław | 100% | 100% | Freight transport services. |
| 7.2. | Cerium Sp. z o.o. | Warsaw | 100% | 100% | The Company is the sole general partner of CIECH Cerium Sp. z o.o. SK, its core operations comprise managing the business of this company. |
| 7.3 | Cerium Finance Sp. z o.o.* |
Warsaw | 100% | 100% | Conducting financial activities, in particular comprising direct granting of loans and leasing of non-current assets to the CIECH Group companies. |
| 7.3.1. | CIECH Cerium Sp. z o.o. SK** |
Warsaw | 100% | - | Financing activities. |
| 8 | CIECH Vitrosilicon S.A.*** |
Iłowa | 100% | 100% | Production of other basic inorganic chemicals, manufacture of hollow glass and technical glassware, manufacture of plastic packaging goods, manufacture of other plastic products. |
| 9 | CIECH Transclean Sp. z o.o. |
Bydgoszcz | 100% | 100% | International transport of liquid chemicals. |
| CIECH Sarzyna Group | |||||
| 10 | CIECH Sarzyna S.A. | Nowa Sarzyna | 100% | 99.64% | Manufacture of plastics, manufacture of pesticides and other chemical products. |
| 10.1. | Verbis KAPPA Sp. z o.o. |
Nowa Sarzyna | 100% | 99.64% | The company is the sole general partner of Verbis KAPPA Sp. z o.o. SKA, other financial intermediation. |
| 10.2. | Verbis KAPPA Sp. z o.o. SKA |
Nowa Sarzyna | 100% | 99.64% | Other financial intermediation. |
| 10.3. | Algete Sp. z o.o. | Nowa Sarzyna | 100% | 99.64% | Granting CIECH Sarzyna Group companies the license for using the trademark of "Chwastox" for the purpose of business. |
| 11 | Ciech Pianki Sp. z o.o. | Bydgoszcz | 100% | 100% | Manufacture of organic and other inorganic chemicals. |
| 12 | Ciech Group Financing AB |
Stockholm, Sweden |
100% | 100% | Conducting financing activities, particularly lending of funds by issuing bonds and other financial instruments with institutional and private investors as well as direct lending of such funds to the companies of the Group and carrying out any other activities in support of such activities and the provision of related services. |
| 13 | Verbis ETA Sp. z o.o. | Warsaw | 100% | 100% | The company is the sole general partner of Verbis ETA Sp. z o.o. SKA, its main objective is to manage the activities of Verbis ETA Sp. z o.o. SKA. |
| 14 | Verbis ETA Sp. z o.o. SKA |
Warsaw | 100% | 100% | Conducting financial activities, particularly direct lending to the CIECH Group companies. |
| SDC Group |
| No | Name of the Company/Group |
Registered office |
Share in equity as at 30.06.2016 / % of votes at the GMS |
Share in equity as at 30.06.2015 / % of votes at the GMS |
Business |
|---|---|---|---|---|---|
| 15 | SDC GmbH | Stassfurt, Germany |
100% | 100% | |
| 15.1. | Sodawerk Holding Stassfurt GmbH |
Stassfurt, Germany |
100% | 100% | |
| 15.1.1 | Sodawerk Stassfurt Verwaltungs GmbH |
Stassfurt, Germany |
100% | 100% | Manufacture of other basic inorganic chemicals, wholesale of |
| 15.1.2. | CIECH Soda Deutschland GmbH&Co. KG |
Stassfurt, Germany |
100% | 100% | chemical products, power generation and distribution. |
| 15.1.2.1. | KWG Kraftwerksgesellschaft Strassfurt mbH |
Stassfurt, Germany |
100% | 100% | |
| 15.1.2.2. | Kaverngesellschaft Stassfurt GbmH**** |
Stassfurt, Germany |
50% | 50% | |
| 16 | Gamma Finanse Sp. z o.o.* |
Warsaw | 100% | - | Financing activities. |
* Number of shares / votes at the GMS attributable directly to CIECH S.A. — 1.4%, the remaining 98.6%: indirect share through CIECH Soda Polska S.A.
**The general partners of the company are: Ciech Pianki Sp. z o.o., CIECH Vitrosilicon S.A., Ciech Sarzyna S.A., CIECH Soda Polska S.A., CIECH Cargo Sp. z o.o.
*** Number of shares / votes at the GMS attributable directly to CIECH S.A. — 83.03%, indirect share through CIECH Soda Polska S.A. the remaining 16.97%.
**** Equity accounted associate.
***** Company established on 24 June 2016; registered by the court on 12 July 2016. Shares in the share capital were acquired by CIECH S.A. (50%) and CIECH Soda Polska S.A. (50%).
When selecting entities for consolidation, the Management Board was guided by the criteria of significance of their financial data (according to the concept assumptions of IFRS), for executing the obligation of an actual and reliable image of the material and financial situation, and the financial result of the Group.
The total share of data of subsidiaries not covered by consolidation under the full method, due to their irrelevance, in relation to the total values of the CIECH Group for the period from 1 January 2016 to 30 June 2016 does not exceed 1% of total consolidated assets of the Group and consolidated net revenues from sales of goods and products and financial operations.
Aggregated data of associates which were not measured under the equity method for the period from 1 January 2016 to 30 June 2016 does not exceed 1% of the total consolidated equity of the Group.
In view of the planned change of the model of purchasing transport and forwarding services, CIECH S.A. (acting as the sole shareholder of the Company) decided to cease operating activities of CIECH Transclean Sp. z o.o. with its registered office in Bydgoszcz, and to phase out the company's business. Further decisions on possible change of the company's object or dissolution of the company will be taken at a later date.
In connection with the transformation plan prepared on 21 December 2015, reviewed by a registered auditor appointed by a decision of the registry court, the Extraordinary Partners' Meeting of Cerium Sp. z o.o. S.K.A., on 16 May 2016, adopted a resolution on the transformation of the partnership's legal form to a limited liability company (spółka z ograniczoną odpowiedzialnością). The business name of the transformed company is Cerium Finance Sp. z o.o. The share capital of the partnership subject to transformation amounts to PLN 1,439 thousand and is divided into 28,773 equal and indivisible shares with a nominal value of PLN 50 per share. The shares were allotted in the following manner:
CIECH Soda Polska S.A., a shareholder of the company, was allotted 28,372 shares with the nominal value of PLN 50 per share, with the total nominal value of PLN 1,419 thousand,
JANIKOSODA S.A., a shareholder of the company, was allotted 200 shares with the nominal value of PLN 50 per share, with the total nominal value of PLN 10 thousand,
Assets of the company subject to transformation became assets of the transformed company on 1 June 2016 (i.e. on the date of registration of the transformation by the registry court) and constituted the contribution of individual partners to the transformed company, as specified in the company's deed. The excess of value of the partners' contribution to the transformed company over the value of the company's share capital represents the supplementary capital of the transformed company. Furthermore, at the same Extraordinary Partners' Meeting, the partners submitted declaration on participation in the partnership after the transformation of its legal form into a limited liability company.
On 24 June 2016, the Extraordinary Shareholders' Meeting of Cerium Finance Sp. z o.o. adopted resolutions on the following matters:
On 24 June 2016 a company was established under the business name Gamma Finanse Spółka z ograniczoną odpowiedzialnością (limited liability company) with the registered office if Warsaw (share capital of PLN 50 thousand, divided into 1,000 shares with nominal value of PLN 50 each). Shares in the share capital are taken up as follows:
Gamma Finanse Sp. z o.o. with its registered office in Warsaw was registered by the court on 12 July 2016.
Modernisation of production plants is one of the pillars of the CIECH Group's development. The most important project implemented in 2015 was the extension of the production capacity of the soda plant in Inowrocław, from 600 to 800 thousand tonnes per year. As a result of the first stage of investment under the name of SODA +200 project, completed in 2015, the plant's capacity has increased by 60 thousand tonnes of products per year. Further 140 thousand tonnes were delivered in the first quarter of 2016. According to current estimates, the total value of the SODA +200 programme will amount to approx. PLN 315 million.
On 28 January 2016, CIECH Sarzyna S.A., the largest Polish plant protection products manufacturer, presented a new production line in the House and Garden category. It is an element of the strategic organic development of the Group. The ZIEMOVIT brand portfolio includes, among others, two plant protection products – ZIEMOVIT Chwastox Trio 540 SL, offering not only high effectiveness and speed of action, but also broad range of weed control owing to three active substances – and ZIEMOVIT Agrosar 360 SL, which perfectly eliminates monocots and dicots from the garden. The ZIEMOVIT offer also includes substrates and high quality granulated fertilisers for conifers and roses, enhancing the growth and development of plants, improving their water management and increasing their resistance to drought.
As of 6 March 2016, Wojciech Stramski resigned from the position of the member of the CIECH S.A.'s Supervisory Board. On 7 March 2016, the Extraordinary General Meeting of CIECH S.A. appointed a new member of the Supervisory Board – Dominik Libicki. As at the date of approval of these financial statements for publishing, the Supervisory Board's composition was as follows:
Piotr Augustyniak
Mariusz Nowak
The "Reliable Employer" contest is one of the leading projects pertaining to human resources management in Poland. Every year, the chamber of the contest decides which companies deserve the award for their effective and innovative HR policy. The Company was nominated to this prestigious title on the basis of recommendations and opinions from a number of external institutions, such as the National Labour Inspectorate, District Employment Agency, and Association of Employment Agencies. The following criteria were taken into account: working conditions (observance of OHS regulations, labour law, etc.), timely payment of salaries, social conditions, career path (trainings for employees). The purpose of the "Reliable Employer" contest is to identify the best employers in Poland, especially those who promote the most attractive HR solutions in their business, and at the same time share their experience in the nationwide press. The project was created primarily with the aim to find, honour and promote businesses with model HR policy translating into high quality of products and services provided in the demanding Polish market. The title received and recognition as one of the top companies who invest in employees is a significant distinction, but also an obligation that makes us even more motivated to continue our efforts in the HR management area.
On 13 May 2015 CIECH Soda Polska S.A. and Kompania Węglowa S.A. entered into an agreement on the sale of thermal coal. On 27 June 2016 an agreement was made by and between CIECH Soda Polska S.A, Kompania Węglowa S.A. and Polska Grupa Górnicza Sp. z o.o., under which all rights and obligations following from the agreement on the sale of thermal coal were transferred by Kompania Węglowa S.A., upon the consent of CIECH Soda Polska S.A., to Polska Grupa Górnicza Sp. z o.o. Other terms and conditions of the sales agreement remained unchanged. The conclusion of the agreement was related to the acquisition of Kompania Węglowa S.A. by Polska Grupa Górnicza S.A.
On 6 July 2016, the court curator of S.C. CET Govora S.A. in Romania in composition proceedings, acting pursuant to the Romanian bankruptcy law, terminated the agreement with CIECH Soda Romania S.A. for sale of heat energy (supply of technological steam) concluded for a specified period of time, effective on 31 July 2016. At the same time, the court curator of S.C. CET Govora S.A. invited CIECH Soda Romania S.A. to talks about determination of new conditions of delivery of technological steam, starting from 1 August 2016. On 28 July 2016, the court curator of S.C. CET Govora S.A. announced that, despite termination of the heat energy sale agreement with CIECH Soda Romania S.A. with effect on 31 July 2016, deliveries of technological steam to CIECH Soda Romania S.A. will continue after 31 July 2016, with a gradual reduction of their scope by 25% per day, until final discontinuation of deliveries. As a result of limitation of deliveries of technological steam, CIECH Soda Romania S.A., due to technological reasons, suspended its production of soda on 3 August 2016. CIECH Soda Romania S.A. challenged the validity of the termination and took an appropriate legal action in this regard before a competent court for residing the termination of the agreement. On 18 August 2016, the decision of Ramnicu Valcea Tribunal in Romania was verbally announced ordering that legal effects of the termination be suspended. The decision to suspend the legal consequences will be binding until the court of the first instance has examined the case. As a result of the said court's decision, on 19 August 2016 the supply of steam was resumed and CIECH Soda Romania S.A. has begun to restore its soda production process. During the forced standstill the equipment was subject to maintenance and repairs. Regardless of the developments, discussions with the court-appointed administrator of S.C. CET Govora S.A., regarding the conclusion of a long-term agreement for the supply of technological steam, are being continued.
On 10 August 2016, the Management Board of CIECH S.A. adopted a decision on applying for admission and introduction of the shares of CIECH S.A. in the regulated market in the basic segment of the Frankfurt Stock Exchange (Frankfurter Börse, "FSE") and, for that purpose, on the drawing-up and submission to FSE of a relevant document summarising the rights required by law for the purpose of the admission. The Management Board of the Frankfurt Stock Exchange has taken decisions on admission as of 22 August 2016 and introduction as of 23 August 2016 of all the shares of CIECH S.A. in the regulated market in the General Standard sub-segment of the FSE. Following the admission, CIECH S.A.'s shares, at the same time, are listed at the Warsaw Stock Exchange and at FSE (dual listing).
During the first half of 2016, the CIECH Group generated net result on continuing operations of PLN 264,317 thousand, net cash increased by PLN 127,473 thousand and the balance sheet total as at the end of the first half of 2016 amounted to PLN 4,212,797 thousand.
The table below presents selected financial data and basic financial ratios for the first halves of 2016 and 2015.
| PLN '000 | 01.01-30.06.2016 | 01.01-30.06.2015 | Change % 2016/2015 |
Change 2016/2015 |
|---|---|---|---|---|
| CONTINUING OPERATIONS | ||||
| Sales revenues | 1,693,596 | 1,658,124 | 2.1% | 35,472 |
| Cost of sales | (1,182,568) | (1,221,620) | 3.2% | 39,052 |
| Gross profit/(loss) on sales | 511,028 | 436,504 | 17.1% | 74,524 |
| Selling costs | (111,632) | (100,161) | (11.5%) | (11,471) |
| General and administrative expenses | (80,057) | (68,855) | (16.3%) | (11,202) |
| Other operating income/expense | 25,072 | (26,704) | - | 51,776 |
| Operating profit/(loss) | 344,411 | 240,784 | 43.0% | 103,627 |
| Net financial income/expenses | (10,524) | (62,220) | 83.1% | 51,696 |
| Share of profit of equity-accounted investees | 469 | 182 | 157.7% | 287 |
| Income tax | (70,039) | (39,963) | (75.3%) | (30,076) |
| Net profit/(loss) on continuing operations | 264,317 | 138,783 | 90.5% | 125,534 |
| DISCONTINUED OPERATIONS | ||||
| Net profit/(loss) on discontinued operations | - | - | - | - |
| Net profit / (loss) | 264,317 | 138,783 | 90.5% | 125,534 |
| including: | ||||
| Net profit/(loss) attributed to non-controlling interest | 324 | 326 | (0.6%) | (2) |
| Net profit/(loss) attributable to shareholders of the parent company |
263,993 | 138,457 | 90.7% | 125,536 |
| EBITDA from continuing operations | 453,755 | 351,241 | 29.2% | 102,514 |
| Normalised EBITDA from continuing operations* | 434,047 | 380,605 | 14.0% | 53,442 |
*Excluding one-off events, the more important of which are described in section II.5 hereof.
| PLN '000 | 30.06.2016 | 31.12.2015 | % Change 2016/2015 |
Change 2016/2015 |
|---|---|---|---|---|
| Total assets | 4,212,797 | 3,910,273 | 7.7% | 302,524 |
| Total non-current assets | 3,041,021 | 2,860,347 | 6.3% | 180,674 |
| Total current assets including: | 1,171,776 | 1,049,926 | 11.6% | 121,850 |
| - inventory | 280,306 | 293,631 | (4.5%) | (13,325) |
| - current receivables | 507,331 | 499,196 | 1.6% | 8,135 |
| - cash and cash equivalents | 329,740 | 202,935 | 62.5% | 126,805 |
| - short-term investments | 51,016 | 50,781 | 0.5% | 235 |
| - non-current assets held for sale | 3,383 | 3,383 | 0.0% | - |
| Total equity | 1,426,206 | 1,341,504 | 6.3% | 84,702 |
| Equity attributable to shareholders of the parent | 1,429,804 | 1,345,576 | 6.3% | 84,228 |
| Non-controlling interest | (3,598) | (4,072) | 11.6% | 474 |
| Total non-current liabilities | 1,891,262 | 1,802,311 | 4.9% | 88,951 |
| Total current liabilities | 895,329 | 766,458 | 16.8% | 128,871 |
| PLN '000 | 01.01-30.06.2016 | 01.01-30.06.2015 | Change % 2016/2015 |
Change 2016/2015 |
|---|---|---|---|---|
| Net cash from operating activities | 361,582 | 202,708 | 78.4% | 158,874 |
| Net cash from investment activities | (231,049) | (200,411) | (15.3%) | (30,638) |
| Net cash from financial activities | (3,060) | 1,255 | - | (4,315) |
| Total net cash flows | 127,473 | 3,552 | 3488.8% | 123,921 |
| including free cash flows* | 130,533 | 2,297 | 5582.8% | 128,236 |
* Free cash flows – calculated as the sum of net cash from operating and investment activity
| 01.01-30.06.2016 | 01.01-30.06.2015 | Change 2016/2015 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Earnings per share (in PLN) | 5.01 | 2.63 | 2.38 |
| Net return on sales | 15.6% | 8.4% | 7.2 p.p. |
| EBIT margin | 20.3% | 14.5% | 5.8 p.p. |
| EBITDA margin | 26.8% | 21.2% | 5.6 p.p. |
| Normalised EBITDA margin* | 25.6% | 23.0% | 2.6 p.p. |
*Excluding one-off events, the more important of which are described in section II.5 hereof.
Source: CIECH S.A.
Earnings per share – net profit (loss) / weighted average number of ordinary shares in the period (in accordance with the definition of IAS 33 "Earnings per share");
Net return on sales – net profit (loss) for a given period/net revenues from sales of products, services, goods and materials for a given period; EBIT margin – operating profit (loss) for a given period / net revenues from sales of products, services, goods and materials for a given period; EBITDA margin – (operating profit (loss) + depreciation/amortisation for a given period) / net revenues from sales of products, services, goods and materials for a given period;
Normalised EBITDA – EBITDA excluding non-recurring events of which the more important are described in point II.5 / net revenues from sales of products, services, goods and materials in a given period.
Consolidated net sales revenues on continuing operations of the CIECH Group for the first half of 2016 amounted to PLN 1,693,596 thousand. In comparison to the same period of the previous year, sales revenues increased by PLN 35,472 thousand. The changes were mainly due to market factors.
The positive contributors to revenues were as follows:
The negative contributors to revenues were as follows:
In the first half of 2016, the CIECH Group's activities were focused on four business segments: soda, organic, silicates and glass, and on the transport segment. These segments generate in total more than 90% of the Group's sales revenues. The structure of sales revenues, by business segment, has not changed significantly in comparison with 2015. Invariably, the greatest share in the revenue was attributed to the sales of soda segment products, i.e. 71.1%.
| PLN '000 | 01.01- 30.06.2016 |
01.01- 30.06.2015 |
Change | Change % | % of total revenues in 2016 |
% of total revenues in 2015 |
|---|---|---|---|---|---|---|
| Soda segment, including: | 1,203,419 | 1,092,094 | 111,325 | 10.2% | 71.1% | 65.9% |
| Dense soda ash | 714,956 | 610,059 | 104,897 | 17.2% | 42.2% | 36.8% |
| Light soda ash | 228,918 | 217,529 | 11,389 | 5.2% | 13.5% | 13.1% |
| Salt | 86,841 | 86,002 | 839 | 1.0% | 5.1% | 5.2% |
| Baking soda | 81,063 | 76,038 | 5,025 | 6.6% | 4.8% | 4.6% |
| Energy | 41,847 | 38,662 | 3,185 | 8.2% | 2.5% | 2.3% |
| Gas* | 653 | 13,841 | (13,188) | (95.3%) | 0.0% | 0.8% |
| Calcium chloride | 13,153 | 8,399 | 4,754 | 56.6% | 0.8% | 0.5% |
| Other products | 23,369 | 27,946 | (4,577) | (16.4%) | 1.4% | 1.7% |
| Revenues from inter-segment transactions | 12,619 | 13,618 | (999) | (7.3%) | 0.7% | 0.8% |
| Organic segment, including: | 387,075 | 433,237 | (46,162) | (10.7%) | 22.9% | 26.1% |
| Resins | 160,445 | 183,047 | (22,602) | (12.3%) | 9.5% | 11.0% |
| Polyurethane foams | 113,960 | 113,943 | 17 | 0.0% | 6.7% | 6.9% |
| Plant protection chemicals | 104,399 | 128,385 | (23,986) | (18.7%) | 6.2% | 7.7% |
| Other | 5,474 | 6,544 | (1,070) | (16.4%) | 0.3% | 0.4% |
| Revenues from inter-segment transactions | 2,797 | 1,318 | 1,479 | 112.2% | 0.2% | 0.1% |
| PLN '000 | 01.01- 30.06.2016 |
01.01- 30.06.2015 |
Change | Change % | % of total revenues in 2016 |
% of total revenues in 2015 |
|---|---|---|---|---|---|---|
| Silicates and Glass segment, including: | 73,478 | 86,380 | (12,902) | (14.9%) | 4.3% | 5.2% |
| Glass blocks and packaging – lanterns and jars |
35,831 | 42,670 | (6,839) | (16.0%) | 2.1% | 2.6% |
| Sodium silicate in lumps | 17,258 | 26,650 | (9,392) | (35.2%) | 1.0% | 1.6% |
| Sodium water glass | 16,683 | 13,861 | 2,822 | 20.4% | 1.0% | 0.8% |
| Other | 3,703 | 3,189 | 514 | 16.1% | 0.2% | 0.2% |
| Revenues from inter-segment transactions | 3 | 10 | (7) | (70.0%) | 0.0% | 0.0% |
| Transport segment, including: | 63,315 | 62,377 | 938 | 1.5% | 3.7% | 3.8% |
| Transport services | 7,285 | 6,335 | 950 | 15.0% | 0.4% | 0.4% |
| Revenues from inter-segment transactions | 56,030 | 56,042 | (12) | (0.0%) | 3.3% | 3.4% |
| Transport segment, including: | 64,535 | 72,800 | (8,265) | (11.4%) | 3.8% | 4.4% |
| Revenues from third parties | 37,758 | 55,024 | (17,266) | (31.4%) | 2.2% | 3.3% |
| Revenues from inter-segment transactions | 26,777 | 17,776 | 9,001 | 50.6% | 1.6% | 1.1% |
| Consolidation adjustments | (98,226) | (88,764) | (9,462) | 10.7% | (5.8%) | (5.4%) |
| TOTAL | 1,693,596 | 1,658,124 | 35,472 | 2.1% | 100.0% | 100.0% |
* Resale of surpluses of the gas purchased.
Source: CIECH S.A.
After the first half of 2016, gross profit on sales amounted to PLN 511,028 thousand, whereas in the same period of the previous year it amounted to PLN 436,504 thousand. The operating profit amounted to PLN 344,411 thousand, in the comparable period it amounted to PLN 240,784 thousand.
The EBIT margin for the first half of 2016 amounted to 20.3% (14.5%in the prior year), and the EBITDA margin amounted to 26.8% (21.2% in the prior year). The EBIT margin (excluding one-off events) for the first half of 2016 amounted to 19.2% (16.3% in the prior year), and the EBITDA margin (excluding one-off events) amounted to 25.6% (23.0% in the prior year).
Financial income for the first half of 2016 amounted to PLN 11,923 thousand and increased compared to the corresponding period of the previous year, when it amounted to PLN 2,476 thousand.
Finance cost for the first half of 2016 amounted to PLN 22,447 thousand and decreased compared to the corresponding period of the previous year, when it amounted to PLN 64,696 thousand.
The contributors in the area of financing activities included costs of servicing external debt — interest on loans and bonds (these costs decreased compared to the corresponding period) and foreign exchange gains.
The consolidated net profit for the first half of 2016 amounted to PLN 264,317 thousand (of which PLN 263,993 thousand is the net profit of shareholders in the parent company and PLN 324 thousand is the profit of non-controlling shares). This result was influenced mainly by profit on sales partially offset by loss on financing activities. The net profit of the Group was also significantly impacted by income tax in the amount of PLN 70,039 thousand.
| PLN '000 | 01.01- 30.06.2016 |
01.01- 30.06.2015 |
Change % 2016/2015 |
Change 2016/2015 |
|---|---|---|---|---|
| CONTINUING OPERATIONS | ||||
| 1. Operating profit/loss | 344,411 | 240,784 | 43.0% | 103,627 |
| 2. Net financial income/expenses | (10,524) | (62,220) | 83.1% | 51,696 |
| 3. Share of profit of equity-accounted investees | 469 | 182 | 157.7% | 287 |
| 4. Income tax | (70,039) | (39,963) | (75.3%) | (30,076) |
| 5. Net profit/loss (1+2+3+4) on continuing operations | 264,317 | 138,783 | 90.5% | 125,534 |
| 6. Net profit/loss attributed to non-controlling interest on continuing operations |
324 | 326 | (0.6%) | (2) |
| 7. Net profit/loss attributable to shareholders of the parent company (5-6) on continuing operations |
263,993 | 138,457 | 90.7% | 125,536 |
| 8. Net profit/(loss) on discontinued operations | - | - | - | - |
| 9. Net profit/(loss) for the year (5+8) | 264,317 | 138,783 | 90.5% | 125,534 |
Source: CIECH S.A.
As at the end of June 2016, the Group's non-current assets amounted to PLN 3,041,021 thousand. As compared to the balance as at 31 December 2015, the value of non-current assets increased by PLN 180,674 thousand. The change is mainly related to the investments in property, plant and equipment (partially offset by depreciation) and positive valuation of investment real property.
As at 30 June 2016, the Group's current assets amounted to PLN 1,171,776 thousand. The current assets structure included: trade and other receivables accounting for 42.7%, inventory accounting for 23.9% as well as cash and cash equivalents accounting for 28.1% of total current assets. Compared to the balance as at the end of December 2015, the value of current assets increased by PLN 121,850 thousand. The increase is mainly related to the increased sales in soda segment as a result of increased volumes and prices, seasonality of sales of plant protection chemicals as well as the increased volume of PUR foams in the organic segment.
Liabilities (non-current and current) of the CIECH Group as at 30 June 2016 amounted to PLN 2,786,591 thousand, which accounts for an increase in comparison with the balance as at the end of December 2015 by PLN 217,822 thousand (i.e. by 8.5%). The debt ratio (current and non-current liabilities/total assets) amounted to 66.1% as at 30 June 2016 (65.7% as at the end of December 2015). The consolidated net debt of the Group calculated as the sum of non-current and current liabilities for credits, loans and other debt instruments (bonds + finance lease + liabilities for net loss on derivatives calculated separately for each derivative + reverse factoring liabilities + factoring liabilities) less cash and cash equivalents amounted to PLN 1,289,664 thousand as at 30 June 2016 and decreased in comparison to the balance as at the end of December 2015 by PLN 71,648 thousand. Significant increase in current liabilities is related to the recognition of liabilities for dividend, which was approved by the General Meeting on 16 June 2016.
Total net cash flows in the first half of 2016 was positive and amounted to PLN 127,473 thousand. Compared to the same period of the previous year, the cash flows generated by the Group were higher by PLN 123,921 thousand. The cash flows from operating activities amounted to PLN 361,582 thousand and increased by PLN 158,874 thousand as compared to the same period in 2015. In the first half of 2016, the net cash flows from investing activities were negative, which was the result of expenses for investment programme implemented by the Group. The net cash from financing activities was negative and amounted to PLN 3,060 thousand. In comparison to the same period in 2015 it was lower by PLN 4,315 thousand.
In the first half of 2016, profitability ratios of the CIECH Group in respect of the continuing operations were at a higher level than in the comparable period of 2015.
| 01.01–30.06.2016 | 01.01–30.06.2015 | |
|---|---|---|
| CONTINUING OPERATIONS | ||
| Gross return on sales | 30.2% | 26.3% |
| Return on sales | 18.9% | 16.1% |
| EBIT margin | 20.3% | 14.5% |
| EBITDA margin | 26.8% | 21.2% |
| Normalised EBIT margin* | 19.2% | 16.3% |
| Normalised EBITDA margin* | 25.6% | 23.0% |
| Net return on sales (ROS) | 15.6% | 8.4% |
| Return on assets (ROA) | 6.3% | 3.5% |
| Return on equity (ROE) | 18.5% | 10.3% |
*Excluding one-off events, the more important of which are described in section II.5 hereof.
gross return on sales — gross profit (loss) for a given period / net revenues from sales of products, services, goods and materials for a given period; return on sales — profit (loss) for a given period / net revenues from sales of products, services, goods and materials for a given period;
EBIT margin – operating profit (loss) for a given period / net revenues from sales of products, services, goods and materials for a given period;
EBITDA margin – (operating profit (loss) + depreciation/amortisation for a given period) / net revenues from sales of products, services, goods and materials for a given period;
normalised EBIT margin – operating profit (loss) for a given period excluding one-off events, more important of which were described in section II.5 / net revenues from sales of products, services, goods and materials for a given period;
normalised EBITDA margin – EBITDA for a given period excluding one-off events, more important of which were described in section II.5 / net revenues from sales of products, services, goods and materials for a given period;
net return on sales (ROS) – net profit (loss) for a given period / net revenues from sales of products, services, goods and materials for a given period;
return on assets (ROA) – net profit (loss) for a given period / total assets as at the end of a given period;
return on equity (ROE) – net profit (loss) for a given period / total equity as at the end of a given period.
*Normalised EBITDA – excluding one-off events reported in particular quarters Source: CIECH S.A.
As at the end of June 2016, liquidity ratios remained at a level similar to their level as at 31 December 2015. The current ratio, calculated as the ratio of total current assets to total current liabilities, amounted to 1.31 as at 30 June 2016, while the quick ratio amounted to 1.00.
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Current ratio | 1.31 | 1.37 |
| Quick ratio | 1.00 | 0.99 |
current ratio – the ratio of current assets to current liabilities as at the end of a given period; measures the company's ability to cover current liabilities using current assets;
quick ratio – the ratio of current assets less inventory to current liabilities as at the end of a given period; measures the company's ability to gather cash in short time to cover its maturing liabilities.
| PLN '000 | 01.01–30.06.2016 | 01.01–30.06.2015 |
|---|---|---|
| (1) Financial surplus ((net profit/(loss) on continuing operations + depreciation) | 373,661 | 249,240 |
| (2) Other adjustments to net profit/(loss) on continuing operations* | 5,342 | 83,438 |
| (3) Adjusted financial surplus (1+2) | 379,003 | 332,678 |
| (4) Change in working capital** | (17,421) | (129,970) |
| (5) Net cash from operating activities (3+4) | 361,582 | 202,708 |
| (6) Net cash from investing activities | (231,049) | (200,411) |
| (7) Free cash flow (5+6) | 130,533 | 2,297 |
* Other adjustments to net profit (loss) on continuing operations – the sum of adjusting items presented in operating activities of the cash flow statements, apart from depreciation/amortisation and adjustments presented as change in working capital**
**Change in working capital – measured as the sum of changes in receivables, changes in inventories and changes in current liabilities presented in the cash flow statement.
In the first half of 2016 the CIECH Group generated positive free cash flows, which means that it was able to finance its capital expenditure with cash flows generated on operating activities. The adjusted financial surplus reached the level required to contribute to generating a positive free cash flows.
As at the end of June 2016, working capital, defined as the difference between current assets and current liabilities, adjusted by relevant balance sheet items (cash and cash equivalents and short-term loans) amounted to PLN -52,228 thousand, which is a decrease by PLN 128,970 thousand compared to the end of 2015.
| PLN '000 | 30.06.2016 | 31.12.2015 |
|---|---|---|
| 1. Current assets, including: | 1,171,776 | 1,049,926 |
| Inventory | 280,306 | 293,631 |
| Trade receivables and services and advances for deliveries | 314,886 | 277,308 |
| 2. Cash and cash equivalents and short-term investments | 380,756 | 253,716 |
| 3. Adjusted current assets (1-2) | 791,020 | 796,210 |
| 4. Current liabilities, including: | 895,329 | 766,458 |
| Trade liabilities and advances taken | 281,030 | 273,332 |
| 5. Short-term credits and other current financial liabilities* | 52,081 | 46,990 |
| 6. Adjusted current liabilities (4-5) | 843,248 | 719,468 |
| 7. Working capital including short-term credits(1-4) | 276,447 | 283,468 |
| 8. Working capital (3-6) | (52,228) | 76,742 |
* Other current financial liabilities include current finance lease liabilities + current derivative liabilities + reverse factoring liabilities + factoring liabilities.
The debt ratio slightly increased in comparison to December 2015 and accounts for 66.1%. At the same time, the relative level of net debt (net financial liabilities in relation to EBITDA) improved as compared to the balance as at the end of 2015. The ratio adjusted by one-off events is at a lower level in comparison to the previous year (net financial liabilities in relation to normalised EBITDA).
| PLN '000 | 30.06.2016 | 31.12.2015 |
|---|---|---|
| Loans, borrowings and other debt instruments | 1,527,551 | 1,514,584 |
| Finance lease liabilities | 24,469 | 26,883 |
| Reverse factoring liabilities | 13,645 | 18,998 |
| Factoring liabilities | 9,222 | - |
| Negative net valuation of derivatives * | 44,517 | 3,782 |
| Gross debt | 1,619,404 | 1,564,247 |
| Cash and cash equivalents | 329,740 | 202,935 |
| Net debt | 1,289,664 | 1,361,312 |
*calculated separately for each derivative
| 30.06.2016 | 31.12.2015 | |
|---|---|---|
| Debt ratio | 66.1% | 65.7% |
| Long term debt ratio | 44.9% | 46.1% |
| Debt to equity ratio | 195.4% | 191.5% |
| Equity to assets ratio | 33.9% | 34.3% |
| Gross debt | 1,619,404 | 1,564,247 |
| Net debt | 1,289,664 | 1,361,312 |
| EBITDA annualised* | 810,051 | 707,538 |
| EBITDA normalised (annualised) | 801,864 | 748,422 |
| Net debt / EBITDA annualised | 1.6 | 1.9 |
| Net debt / EBITDA normalised (annualised)** | 1.6 | 1.8 |
| Gross debt / EBITDA annualised | 2.0 | 2.2 |
| Gross debt / EBITDA normalised (annualised)** | 2.0 | 2.1 |
* Annualised EBITDA – EBITDA for 12 months ending on 30 June 2016 (for comparable data on 30 June 2015)
**Excluding one-off events, the more important of which are described in section II.5 hereof.
Principles of ratio calculation (according to the data for continuing operations):
debt ratio – the ratio of current and non-current liabilities to total assets; measures the share of external funds in financing the company's activity; long-term debt ratio – the ratio of non-current liabilities to total assets; measures the share of non-current liabilities in financing the company's activity;
debt to equity ratio – the ratio of total liabilities to equity;
equity to assets ratio – the ratio of equity to total assets; measures the share of equity in financing the company's activity;
net debt – liabilities from issued bonds, loans and borrowings (plus overdraft) and other debt instruments (finance lease + net negative valuation on derivatives calculated separately for each derivative + reverse factoring liabilities + factoring liabilities) less cash and cash equivalents; gross debt – liabilities from issued bonds, loans and borrowings (plus overdraft) and other debt instruments (finance lease + net negative valuation on derivatives calculated separately for each derivative + reverse factoring liabilities + factoring liabilities).
As at 30 June 2016, debt financing of the Group in the form of bonds and loans was obtained mainly through:
Detailed information concerning the conditions of the issue of bonds, the revolving credit facility agreement and the established collaterals were disclosed in the Consolidated Annual Report of the CIECH Group for 2015 in section I.5.8, published on 21 March 2016.
In the opinion of the Management Board of CIECH S.A. in the second half of 2016 the trends observed in the past few months will continue. Pursuant to the Strategy, the CIECH Group will focus on the following actions conducive to further development:
However, one should keep in mind that the financial performance of the CIECH Group is affected by both the situation on main markets of the Group's operations and the global macroeconomic situation.
In connection with its operational activities, the CIECH Group is exposed to a number of risks, including financial risks. The most important risk factors are presented in detail in the Consolidated Annual Report of the CIECH Group for 2015 in section I.3.4, published on 21 March 2016.
During the first half of 2016, no new risks occurred, and the previously identified factors have not changed significantly, except for the following:
On 6 July 2016, the court curator of S.C. CET Govora S.A. in Romania in composition proceedings, acting pursuant to the Romanian bankruptcy law, terminated the agreement with CIECH Soda Romania S.A. for sale of heat energy (supply of technological steam) concluded for a specified period of time, effective on 31 July 2016. At the same time, the court curator of S.C. CET Govora S.A. invited CIECH Soda Romania S.A. to talks about determination of new conditions of delivery of technological steam, starting from 1 August 2016.
On 28 July 2016, the court curator of S.C. CET Govora S.A. announced that, despite termination of the heat energy sale agreement with CIECH Soda Romania S.A. with effect on 31 July 2016, deliveries of technological steam to CIECH Soda Romania S.A. will continue after 31 July 2016, with a gradual reduction of their scope by 25% per day, until final discontinuation of deliveries. As a result of limitation of deliveries of technological steam, CIECH Soda Romania S.A., due to technological reasons, suspended its production of soda on 3 August 2016.
CIECH Soda Romania S.A. questioned the validity of the notice of termination and took appropriate legal action before a competent court, aimed at invalidation of the effectiveness of termination of the agreement. On 18 August 2016, the decision of Ramnicu Valcea Tribunal in Romania was verbally announced ordering that legal effects of the termination be suspended. The decision to suspend the legal consequences will be binding on the Parties until the court of the first instance has examined the case concerning the proceedings initiated by CET Govora S.A. for the annulment of termination of the agreement on the supply of steam to CIECH Soda Romania S.A.
As a result of the said court's decision, on 19 August 2016 the supply of steam was resumed and CIECH Soda Romania S.A. has begun to restore its soda production process. During the forced standstill the equipment was subject to maintenance and repairs.
The Company makes every effort to ensure that prices of steam under the new contract are attractive to CIECH Soda Romania S.A. and believes in expeditious conclusion of negotiations. Nevertheless, it cannot be ruled out that agreement satisfactory to both parties will not be reached. Should this be the case, there is a risk that there will be no steam supplies for a long time, which may confront CIECH Soda Romania S.A. with problems with continuation of production.
Due to the fact that CET Govora S.A. is now subject to composition proceedings and payments for the collection of steam by CIECH Soda Romania S.A. constitute considerable revenue for CET Govora S.A. and that the steam is produced in cogeneration with electric energy supplied by CET Govora S.A. to residents of Valcea region, the Company assesses the risk as medium.
Moreover, in accordance with the draft Water Law Act, on 1 January 2017 a new state administration body will be appointed – Państwowe Gospodarstwo Wodne Polska Woda (state water holding – Polish waters, PGW) competent, among others, for issue of environmental permits, with control powers and a body responsible for restoring appropriate status of waters, which considering the reduction of concentrations of the pollutants transferred to the bodies of waters may pose serious challenge to the industry. The draft Act stipulates that from 1 January 2017 the unit rates for water abstraction will increase and introduces the "fee for readiness", i.e. fee for values determined in water law permits, fees will be paid on a quarterly basis. At this point the risk is assessed as high.
In the first half of 2016, there were no significant changes in relation to the Group's risk management policy.
The table below presents the estimated balance-sheet currency exposure of the CIECH Group in euro as at 30 June 2016 due to financial instruments (excluding figures of the SDC Group and Ciech Group Financing AB, because EUR is their functional currency):
| Exposure to currency risk in EUR | ('000 EUR) | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income* |
|
|---|---|---|---|---|
| Assets | ||||
| Loans granted to SDC Group | 47,359 | X | ||
| Trade receivables | 19,388 | X | ||
| Cash including bank deposits | 11,254 | X | ||
| Equity and liabilities | ||||
| Trade liabilities | (15,543) | X | ||
| Term loan liabilities | (69,773) | X | ||
| Hedging instruments: Forward | (15,900) | X | ||
| Hedging instruments: CIRS (forward transactions isolated as part of decomposition of CIRS) |
(246,839) | X | ||
| Total exposure | (270,054) |
* Evaluation of financial instruments designated for hedge accounting is referred to other comprehensive income while ineffectiveness is recognised in the profit and loss statement.
The table contains an analysis of the sensitivity of individual items of the statement of financial position to EUR exchange rate changes as at 30 June 2016:
| Analysis of sensitivity to foreign exchange rate changes | ('000 PLN)* | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income |
|---|---|---|---|
| Currency balance sheet items | (73) | 625 | (698) |
| Hedging instruments: Forward and CIRS | (2,627) | (2,627) |
* Increase of EUR/PLN exchange rate by 1 grosz.
The table below presents the estimated balance-sheet currency exposure of the CIECH Group in USD as at 30 June 2016:
| Exposure to currency risk in USD | ('000 USD) | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income |
|---|---|---|---|
| Assets | |||
| Trade receivables | 16,931 | X | |
| Cash including bank deposits | 4,244 | X | |
| Equity and liabilities | |||
| Trade liabilities | (1,440) | X | |
| Total exposure | 19,735 |
The table contains an analysis of the sensitivity of individual items of the statement of financial position to USD exchange rate changes as at 30 June 2016:
| Analysis of sensitivity to foreign exchange rate changes | ('000 PLN)* | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income |
|---|---|---|---|
| Currency balance sheet items | 197 | 197 | - |
* For currency exchange rate increase of USD/PLN rate by 1 grosz
The CIECH Group applies hedge accounting. There were no changes in the presentation or valuation in this area compared to the previous period. Tests performed as at the balance sheet date have shown that the hedging of future cash flows from revenues from sales denominated in or indexed to the EUR exchange rate using a series of EUR/PLN forward transactions, through the decomposition of CIRS transactions, is not fully effective. The resulting inefficiency recognised for the first half of 2016 in the income statement amounted to PLN + 1,273 thousand.
The CIECH Group did not publish any forecasts for 2016.
Poland is the largest sales market of the CIECH Group. The direct, most important domestic recipients of the Group's products include: glass industry, chemical and plastic products industries, furniture, agriculture, construction, food industry. The development of these sectors of the economy depends on the economic situation in Poland.
According to the data of the Central Statistical Office, the sales in industry at fixed prices in the first half of 2016 increased by 4.4% as compared with the same period in the previous year (in 2015 – an increase of 4.6%). In 2016, the relevant dynamics of production in the industries of significant importance to the Group's activities (as receiving or target markets) were: chemicals and chemical products (increase by 3.7%); rubber and plastic products (increase by 8.6%); manufacture of motor vehicles (increase by 9.7%); manufacture of furniture (increase by 13.4%); manufacture of food (increase by 6.2%); construction and assembly production (decrease by 11.9%).
In the years 2014–2015, the Polish economy recorded definitely above-average rates of economic growth as compared to the European Union (increase in GDP by 3.3% and 3.6% respectively). This good economic situation may be also noticed in the current year (the expected GDP growth for the entire 2016 at the level of 3.5% or more). Similar trends should be expected in the chemical industry which usually develops similarly to the economy as a whole.
The activity of the CIECH Group is based, in a considerable part, on the sales of chemical products on foreign markets. The level of profitability on sales depends on the global economic situation in Europe and in the world. Global economic downturn usually results in the fall of the demand for raw materials on global markets and hence on the amount of export turnover of the Group.
In 2016, according to the estimates of the International Monetary Fund, the global GDP will increase by 3.1% (comparable level to the prior year). The largest Asian economies grow relatively quickly (India, China, and ASEAN countries, for which the GDP growth indicators should be, respectively: 7.4%, 6.6%, 4.8%). Among large economies, the worst situation is observed in Russia (expected GDP decrease by 1.2% in 2016) and in Brazil (decrease by 3.3%). In turn, the European Union is expected to record a slight slow-down of the development (GDP growth of 1.8% in 2016 vs. 2.0% in 2015).
For the chemical sector American Chemical Chamber (ACC) assumes that after a moderate increase of chemical production in years 2014–2015 (by 3.0% and 2.8%, respectively) the following years will indicate a rapid growth of productivity: by 3.3% in 2016 and by 3.7% in 2017. In the case of USA, this growth should reach 2.9% in 2016, and 4.4% in 2017. Whereas in the European Union, the European Council of Chemical Industry (CEFIC) projects that the years 2016–2017 will bring an increase in the chemical production by only 1.0% on an annual average (in comparison with the increase of 0.6% in 2015). As regards the European construction sector, further economic growth is projected for the next 2-3 years. According to Euroconstruct, the annual average production dynamics in construction sector in the Western and Central Europe should grow up to 2.5% in the years 2016–2018 (from 1.4% in 2015).
A part of the CIECH Group revenues, including plant protection products (products made in the Group or goods), are generated from the sales to the agricultural sector. In the opinion of the Group, in the long-term perspective, the demand for chemicals for agriculture used in Poland and in Central and Eastern Europe should still grow. Significant factors that are favourable for the increase in the consumption of agrochemicals in Poland and thus in the demand for products and goods of the Group, include processes improving the financial condition and profitability of agricultural production, including: quotation of production and direct subsidies. This should be reflected in the increase in revenues of the Group. On the other hand, the lack of significant improvement in the purchasing power of the agricultural sector may result in the stagnation of the demand for plant pesticides and, at the same time, in the stagnation of the Group's revenues in the agrochemical products. According to the data of the Institute of Agricultural and Food Economics (Instytut Ekonomiki Rolnictwa i Gospodarki Żywnościowej, IERiGŻ), during the first half of 2016, as compared to the corresponding period of the previous year, there was a slight improvement of market conditions for the domestic agricultural sector. This effect was mainly related to the increase in purchase prices of basic agricultural products and slight fall in prices of means of agricultural production. In June 2016, the synthetic ratio of the economic situation in agriculture measured by IERiGŻ increased to the level of 100.0 (vs 99.7 in the previous year). In the coming period, the market conditions for the Polish agriculture should slightly improve due to the growing demand for food (improvement on labour market and increase in income of the population).
In the sectors of mass chemical products, in which the CIECH Group operates, the capital expenditures are an important barrier to entry, and in the case of the soda segment – an easy access to natural resources. For this reason, in the scope of the most important segment of the CIECH Group, the soda segment, green field investments are rare and generally done outside Europe. The planned opening of new soda ash and baking soda production plants in Turkey, with the total capacity of 3.3 million tonnes/year in years 2017–2018 may bring such results as: a temporary, significant oversupply of the product, and a decrease in prices in Europe and in the neighbouring regions, which may have a negative impact on the Group's profit (loss).
The Group, as part of its operation, generates commercial turnover on the import of raw chemicals to Poland. The raw material markets are of a cyclical nature due to fluctuations in the global economy. On the one hand, the growing prices of raw materials force the trading agents to lower their mark-ups while weakening the demand of the recipients. On the other hand, they are usually a sign of declining demand and the onset of an economic slump. If the stable growth rate and steady prices of chemical raw materials continue, this will benefit the CIECH Group's imports of chemical raw materials. Large fluctuations in demand and prices may be caused either by high economic growth rate, or by an economic slump. Large fluctuations may affect the CIECH Group's trade in chemical raw materials.
In accordance with the REACH regulation, the Group's companies selling substances in quantities exceeding 1 tonne p.a. have completed or plan to complete full registration of these substances by defined deadlines, which will enable them to continue their operations in the current scope. To date, the CIECH Group has registered 21 substances with the tonnage range from 100 to more than 1,000 Mg/y. Until 31 May 2018, 12 marketed substances in the quantity of 1–100 Mg/y are planned to be registered.
The emission trading system applies to:
Internal analyses performed by the CIECH Group companies indicate that the amount of free CO2 emission allowances in the 3rd settlement period (2013–2020) will be insufficient to cover the actual demand for this type of settlement units. The resulting deficit of CO2 emission allowances may be balanced by applying one or several of the following measures:
In addition to the direct costs connected with the purchase of CO2 emission allowances, the CIECH Group companies will bear higher costs of electricity due to their assumption of the costs of purchase of emission allowances from the producers.
The export sales of the CIECH Group are mainly dominated in EUR and USD. Strong EUR and USD increase the profitability of the Group's export sales. On the other hand, in the case of strengthening of the national currency in relation to EUR and USD, we can observe a decrease in the profitability of exports and a negative impact on the volume of export sales accomplished by the Group.
The competitiveness of the CIECH Group is a result of such basic factors as:
The market position of the CIECH Group is to a large extent a result of the high quality of the management and its mid-level employees. The CIECH Group HR policy guarantees its employees an opportunity for professional development and continuous skills upgrade.
The shares of CIECH S.A. are listed on Warsaw Stock Exchange since 10 February 2005 and since 23 August 2016 also on Frankfurt Stock Exchange. The share capital of CIECH S.A. amounts to PLN 263,500,965 and is divided into 52,699,909 shares with a nominal value of PLN 5 each. The number of shares and their nominal value has not changed since the last reporting period.
Since the date of publishing the previous report (i.e. the date of publication of the Extended Consolidated Report of the CIECH Group for the first quarter of 2016, announced on 12 May 2016), CIECH S.A. has not received any information from the shareholders about increasing or decreasing the interests of any of them in the total number of shares.
The following table presents the up-to-date data available to CIECH S.A. concerning shareholders in CIECH S.A. prepared based on the list of shareholders holding at least 5% of the number of votes at the General Shareholders Meeting of CIECH S.A. of 16 June 2016, who registered their shares in order to participate in the General Shareholders Meeting.
| Share in total number of votes at GSM | Number of votes at GSM | ||||||
|---|---|---|---|---|---|---|---|
| Shareholder | Type of shares |
Report for Q1 2016 |
Change | Report for H1 2016*** |
Report for Q1 2016 |
Change | Report for H1 2016*** |
| KI Chemistry s. à r. l. with its registered office in Luxembourg |
Ordinary bearer |
51.14%* | - | 51.14% | 26,952,052* | - | 26,952,052 |
| Nationale Nederlanden Otwarty Fundusz Emerytalny |
Ordinary bearer |
9.49%** | (3.80%) | 5.69% | 5,000,000** | (2,000,000) | 3,000,000 |
| Other | Ordinary bearer |
39.37% | 3.80% | 43.17% | 20,747,857 | 2,000,000 | 22,747,857 |
* On the basis of information dated 9 June 2014 provided by Shareholder under Article 77(7) and Article 69(1)(1) of the Act of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (CR 26/2014).
** On the basis of the list of shareholders holding at least 5% of votes at the Extraordinary Meeting of Shareholders of CIECH S.A. on 7 October 2015, CR 35/2015 prepared and published pursuant to Article 70(3) of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.
*** On the basis of the list of shareholders holding at least 5% of votes at the Ordinary Meeting of Shareholders of CIECH S.A. on 16 June 2016, CR 22/2016 prepared and published pursuant to Article 70(3) of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.
The percentage share of above-listed shareholders in the share capital of CIECH S.A. equals the percentage share in the number of votes at the General Shareholders Meeting of CIECH S.A.
The number of shares in CIECH S.A. held by managing and supervising persons as at the date of the approval of this report is as follows:
Artur Osuchowski — Member of the Management Board of CIECH S.A., holds 65,195 shares in CIECH S.A.
At the date of the approval of this report, other managing and supervising persons of CIECH S.A. did neither hold any shares in CIECH S.A. nor shares or interests in related entities. There have been no changes in this regard since the publication of Extended Consolidated Quarterly Report of the CIECH Group for Q1 of 2016, i.e. since 12 May 2016.
As at 30 June 2016, the total value of significant disputed liabilities of CIECH S.A. and subsidiaries of CIECH S.A., pursued in all types of proceedings before court, competent arbitration authority or public administration authority represents less than 10% of CIECH S.A.'s equity.
As at 30 June 2016, the total value of significant disputed receivables of CIECH S.A. and subsidiaries of CIECH S.A., pursued in all types of proceedings before court, competent arbitration authority or public administration authority represents less than 10% of CIECH S.A.'s equity.
Information about loan or borrowing sureties or guarantees is presented in the section II.13 and IV.13 of this Report.
As at 30 June 2016 the status of liability under the letter of comfort has not changed in respect of the status of 31 December 2015 presented in item II.42 of the Consolidated Annual Report of the CIECH Group for 2015, published on 21 March 2016.
Information on transactions with related entities is presented in the section II.11 and IV.11 of this Report.
This extended consolidated report of the CIECH Group for the first half of 2016 was approved by the Management Board of CIECH S.A. at its registered office on 30 August 2016.
Warsaw, 30 August 2016.
Signed on the Polish original
………………………………………………………………….. Maciej Tybura — President of the Management Board of CIECH Spółka Akcyjna
Signed on the Polish original
………………………………………………………………….. Artur Król — Member of the Management Board of CIECH Spółka Akcyjna
Signed on the Polish original
………………………………………………………………….. Artur Osuchowski — Member of the Management Board of CIECH Spółka Akcyjna
Signed on the Polish original
………………………………………………………………….. Katarzyna Rybacka –— Chief Accountant of CIECH Spółka Akcyjna
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