Quarterly Report • May 16, 2017
Quarterly Report
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| in PLN thousand | in EUR thousand | ||||
|---|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 3 months | 3 months | 3 months | 3 months | |
| ended | ended | ended | ended | ||
| 31.03.2016 | 31.03.2017 | 31.03.2016 | 31.03.2017 | ||
| Sales revenues | 898,378 | 826,469 | 209,456 | 189,736 | |
| Operating profit/(loss) | 126,832 | 150,453 | 29,571 | 34,540 | |
| Profit/(loss) before tax | 95,697 | 132,142 | 22,312 | 30,336 | |
| Net profit / (loss) for the year | 78,089 | 102,238 | 18,206 | 23,471 | |
| Net profit/(loss) attributable to shareholders of the parent | 78,003 | 102,068 | 18,186 | 23,432 | |
| company | |||||
| Net profit/(loss) attributed to non-controlling interest | 86 | 170 | 20 | 39 | |
| Other comprehensive income net of tax | 19,541 | 1,550 | 4,556 | 356 | |
| Total comprehensive income | 97,630 | 103,788 | 22,762 | 23,827 | |
| Cash flows from operating activities | (21,027) | 65,796 | (4,902) | 15,105 | |
| Cash flows from investment activities | (102,099) | (134,550) | (23,804) | (30,889) | |
| Cash flows from financial activities | (2,221) | (1,842) | (518) | (423) | |
| Total net cash flows | (125,347) | (70,596) | (29,224) | (16,207) | |
| as at | as at | as at | as at | ||
| 31.03.2017 | 31.12.2016 | 31.03.2017 | 31.12.2016 | ||
| Total assets | 4,452,611 | 4,501,892 | 1,055,171 | 1,017,607 | |
| Non-current liabilities | 1,622,080 | 1,695,514 | 384,397 | 383,254 | |
| Current liabilities | 969,409 | 1,042,886 | 229,729 | 235,734 | |
| Total equity | 1,861,122 | 1,763,492 | 441,045 | 398,619 | |
| Equity attributable to shareholders of the parent | 1,864,422 | 1,766,827 | 441,827 | 399,373 | |
| Non-controlling interest | (3,300) | (3,335) | (782) | (754) | |
| Share capital | 287,614 | 287,614 | 68,158 | 65,012 | |
| Earnings (loss) per ordinary share (in PLN/EUR) | 1.48 | 1.94 | 0.35 | 0.45 |
| in PLN thousand | in EUR thousand | ||||
|---|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 3 months | 3 months | 3 months | 3 months | |
| ended | ended | ended | ended | ||
| 31.03.2017 | 31.03.2016 | 31.03.2017 | 31.03.2016 | ||
| Sales revenues | 600,701 | 529,928 | 140,053 | 121,658 | |
| Operating profit/(loss) | 61,294 | 73,713 | 14,291 | 16,923 | |
| Profit/(loss) before tax | 105,194 | 59,397 | 24,526 | 13,636 | |
| Net profit / (loss) for the period | 85,800 | 49,165 | 20,004 | 11,287 | |
| Other comprehensive income net of tax | 9,655 | (2,479) | 2,251 | (569) | |
| Total comprehensive income | 95,455 | 46,686 | 22,255 | 10,718 | |
| Cash flows from operating activities | 52,548 | (31,106) | 12,252 | (7,141) | |
| Cash flows from investment activities | (116,526) | (73,447) | (27,168) | (16,861) | |
| Cash flows from financial activities | (41,177) | 15,740 | (9,600) | 3,613 | |
| Total net cash flows | (105,155) | (88,813) | (24,516) | (20,389) | |
| as at | as at | as at | as at | ||
| 31.03.2017 | 31.12.2016 | 31.03.2017 | 31.12.2016 | ||
| Total assets | 3,590,678 | 3,599,972 | 850,912 | 813,737 | |
| Non-current liabilities | 1,402,863 | 1,467,349 | 332,448 | 331,679 | |
| Current liabilities | 795,594 | 835,857 | 188,538 | 188,937 | |
| Total equity | 1,392,221 | 1,296,766 | 329,926 | 293,121 | |
| Share capital | 287,614 | 287,614 | 68,158 | 65,012 |
The above selected financial data were converted into PLN in accordance with the following principles:
| as of 31.03.2017 | as at 31.12.2016 | 3 months ended 31.03.2017 |
3 months ended 31.03.2016 |
|
|---|---|---|---|---|
| EUR 1 = PLN 4.2198 | EUR 1 = PLN 4.4240 | EUR 1 = PLN 4.2891 | EUR 1 = PLN 4.3559 |
PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION
| 1. | INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION 6 |
|
|---|---|---|
| CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP 6 | ||
| CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE CIECH GROUP 7 | ||
| CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE CIECH GROUP 8 | ||
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS OF THE CIECH GROUP 9 | ||
| CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY OF THE CIECH GROUP 10 | ||
| 2. | EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 11 | |
| 2.1. | BASIS FOR PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 11 | |
| 2.2. | ADOPTED ACCOUNTING PRINCIPLES 11 | |
| 2.3. | FUNCTIONAL AND REPORTING CURRENCY 12 | |
| 2.4. | SEASONALITY AND CYCLICALITY OF ACTIVITY OF THE CIECH GROUP 12 | |
| 2.5. | SEGMENT REPORTING 12 | |
| 2.6. | PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS 17 | |
| 2.7. | INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 18 | |
| 2.8. | INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS 19 | |
| 2.8.1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE 19 | ||
| 2.8.2. FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE 20 | ||
| 2.9. | INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT 20 |
|
| 2.10. | INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS 21 | |
| 2.11. | INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES 21 | |
| 2.12. | ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP 22 | |
| 2.13. | CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES 22 | |
| 2.14. | INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES 23 | |
| 2.15. | INFORMATION ON POST-BALANCE-SHEET EVENTS 23 | |
| 3. | OTHER NOTES TO THE CONSOLIDATED QUARTERLY REPORT 24 | |
| 3.1. | DESCRIPTION OF THE CIECH GROUP'S ORGANISATION 24 | |
| 3.2. | INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES 27 | |
| 3.3. | SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP IN THE FIRST QUARTER OF 2017 27 | |
| 3.4. | THE MOST IMPORTANT EVENTS IN THE CIECH GROUP IN THE FIRST QUARTER OF 2017 27 | |
| 3.5. | OVERVIEW OF THE BASIC FINANCIAL AND ECONOMIC DATA OF THE CIECH GROUP 28 | |
| 3.5.1. BASIC FINANCIAL DATA 28 | ||
| 3.5.2. SALES REVENUES 28 | ||
| 3.5.3. PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS) 29 | ||
| 3.5.4. FINANCING ACTIVITIES AND NET RESULT 30 | ||
| 3.5.5. ASSET POSITION OF THE CIECH GROUP 30 | ||
| 3.5.6. CASH POSITION OF THE CIECH GROUP 31 | ||
| 3.5.7. WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP 32 | ||
| 3.6. | SIGNIFICANT RISK FACTORS 35 | |
| 3.7. | FULFILMENT OF PROFIT FORECASTS PREVIOUSLY PUBLISHED FOR A GIVEN YEAR IN THE LIGHT OF THE RESULTS DISCLOSED IN THE REPORT AGAINST THE FORECAST RESULTS 35 |
|
| 3.8. | FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT QUARTER 36 | |
| 3.9. | CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING 37 | |
| 3.10. | CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD 38 | |
| 3.11. | LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY 38 | |
| 3.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP 38 | ||
| 3.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP 39 | ||
| 3.12. | LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY 39 | |
| 3.13. | INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED PARTIES 39 | |
| 4. | QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY, CIECH S.A 41 | |
| CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 41 | ||
| CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A. 41 | ||
| CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A. 42 |
| CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A. 43 | ||
|---|---|---|
| CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A 44 | ||
| 5. | EXPLANATORY NOTES TO THE CONDENSED INTERIM SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 45 | |
| 5.1. | BASIS OF PREPARATION 45 | |
| 5.2. | ADOPTED ACCOUNTING PRINCIPLES 45 | |
| 5.3. | CHANGES IN ESTIMATES 45 | |
| RATIO CALCULATION METHODOLOGY 46 | ||
| STATEMENT OF THE MANAGEMENT BOARD 47 |
| 01.01.-31.03.2017 | 01.01.-31.03.2016* | |
|---|---|---|
| CONTINUING OPERATIONS | ||
| Sales revenues | 898,378 | 826,469 |
| Cost of sales | (678,124) | (587,980) |
| Gross profit/(loss) on sales | 220,254 | 238,489 |
| Other operating income | 11,061 | 12,026 |
| Selling costs | (61,556) | (53,466) |
| General and administrative expenses | (34,763) | (32,030) |
| Other operating expenses | (8,164) | (14,566) |
| Operating profit/(loss) | 126,832 | 150,453 |
| Financial income | 3,506 | 1,488 |
| Financial expenses | (34,590) | (20,182) |
| Net financial income/(expenses) | (31,084) | (18,694) |
| Share of profit / (loss) of equity-accounted investees | (51) | 383 |
| Profit/(loss) before tax | 95,697 | 132,142 |
| Income tax | (17,608) | (29,904) |
| Net profit/(loss) on continuing operations | 78,089 | 102,238 |
| DISCONTINUED OPERATIONS | ||
| Net profit/(loss) on discontinued operations | - | - |
| Net profit / (loss) for the year | 78,089 | 102,238 |
| including: | ||
| Net profit/(loss) attributable to shareholders of the parent company | 78,003 | 102,068 |
| Net profit/(loss) attributed to non-controlling interest | 86 | 170 |
| Earnings per share (in PLN): | ||
| Basic | 1.48 | 1.94 |
| Diluted | 1.48 | 1.94 |
* Restated data, description of changes is provided in item 2.2.
1
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 interim condensed consolidated financial statements.
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | |
|---|---|---|
| Net profit/(loss) on continuing operations | 78,089 | 102,238 |
| Net profit/(loss) on discontinued operations | - | - |
| Net profit / (loss) for the year | 78,089 | 102,238 |
| Other comprehensive income before tax that may be reclassified to the statement of profit or loss |
32,825 | 1,436 |
| Currency translation differences (foreign companies) | (13,605) | 1,555 |
| Cash flow hedge | 46,430 | (119) |
| Other comprehensive income before tax that may not be reclassified to the statement of profit or loss |
- | - |
| Income tax attributable to other comprehensive income | (13,284) | 114 |
| Income tax attributable to other comprehensive income that may be reclassified to the statement of profit or loss |
(13,284) | 114 |
| Other comprehensive income net of tax | 19,541 | 1,550 |
| TOTAL COMPREHENSIVE INCOME | 97,630 | 103,788 |
| Comprehensive income including attributable to: | 97,630 | 103,788 |
| Shareholders of the parent company | 97,595 | 103,514 |
| Non-controlling interest | 35 | 274 |
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 interim condensed consolidated financial statements.
| 31.03.2017 | 31.12.2016 | |
|---|---|---|
| ASSETS | ||
| Property, plant and equipment | 2,588,444 | 2,623,660 |
| Right of perpetual usufruct | 29,932 | 30,219 |
| Intangible assets, including: | 171,604 | 129,389 |
| - goodwill | 61,915 | 64,180 |
| Investment property | 32,227 | 31,384 |
| Non-current receivables | 95,820 | 99,252 |
| Investments in associates and jointly-controlled entities measured under the equity method |
5,301 | 5,610 |
| Long-term financial assets | 80,138 | 90,135 |
| Deferred income tax assets | 173,304 | 199,866 |
| Total non-current assets | 3,176,770 | 3,209,515 |
| Inventory | 336,595 | 299,265 |
| Short-term financial assets | 65,088 | 59,971 |
| Income tax receivables | 11,231 | 13,542 |
| Trade and other receivables | 569,771 | 502,000 |
| Cash and cash equivalents | 289,926 | 414,369 |
| Non-current assets held for sale | 3,230 | 3,230 |
| Total current assets | 1,275,841 | 1,292,377 |
| Total assets | 4,452,611 | 4,501,892 |
| EQUITY AND LIABILITIES | ||
| Share capital | 287,614 | 287,614 |
| Share premium | 470,846 | 470,846 |
| Cash flow hedge | (9,456) | (45,306) |
| Actuarial gains | 989 | 989 |
| Other reserve capitals | 78,521 | 78,521 |
| Currency translation reserve | (62,594) | (46,336) |
| Retained earnings | 1,098,502 | 1,020,499 |
| Equity attributable to shareholders of the parent | 1,864,422 | 1,766,827 |
| Non-controlling interest | (3,300) | (3,335) |
| Total equity | 1,861,122 | 1,763,492 |
| Loans, borrowings and other debt instruments | 1,332,538 | 1,345,973 |
| Finance lease liabilities | 24,577 | 18,979 |
| Other non-current liabilities | 140,819 | 197,738 |
| Employee benefits reserve | 10,598 | 10,752 |
| Other provisions | 81,373 | 84,284 |
| Deferred income tax liability | 32,175 | 37,788 |
| Total non-current liabilities | 1,622,080 | 1,695,514 |
| Loans, borrowings and other debt instruments | 172,473 | 160,845 |
| Finance lease liabilities | 4,271 | 4,714 |
| Trade and other liabilities | 665,620 | 743,479 |
| Income tax liabilities | 39,176 | 43,868 |
| Employee benefits reserve | 990 | 1,194 |
| Other provisions | 86,879 | 88,786 |
| Total current liabilities | 969,409 | 1,042,886 |
| Total liabilities | 2,591,489 | 2,738,400 |
| Total equity and liabilities | 4,452,611 | 4,501,892 |
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 interim condensed consolidated financial statements.
| Cash flows from operating activities Net profit/(loss) for the period 78,089 102,238 Adjustments Amortisation/depreciation 59,565 53,128 Recognition of impairment allowances 1,069 (3) Foreign exchange (profit) /loss 9,779 (187) Investment property revaluation (843) - (Profit) / loss on investment activities (206) (136) (Profit) / loss on disposal of property, plant and equipment (121) (77) Dividends and interest 9,432 7,022 Income tax 17,608 29,904 (Profit) / loss on the settlement of construction contracts (caverns) (759) (1,268) Share of (profit) / loss on equity accounted investees 51 (383) |
|---|
| Change in liabilities due to loan arrangement fee 694 567 |
| Valuation of derivatives (1,876) - |
| Ineffective portion of hedge accounting (2,241) 1,625 |
| Other adjustments (3,780) (900) |
| Cash from operating activities before changes in working capital and provisions 166,461 191,530 |
| Change in receivables (25,221) (90,973) |
| Change in inventory (36,355) (14,102) |
| Change in current liabilities (113,420) (9,206) |
| Change in provisions and employee benefits (940) 2,094 |
| Cash generated from operating activities (9,475) 79,343 |
| Interest paid (951) (1,234) |
| (Profit) / loss on the settlement of construction contracts (caverns) (450) (832) |
| Income tax (paid)/returned (10,151) (11,481) |
| Net cash from operating activities (21,027) 65,796 |
| Cash flows from investment activities |
| Disposal of a subsidiary - 2,931 |
| Disposal of intangible assets and property, plant and equipment 7,519 90 |
| Interest received 820 782 |
| Acquisition of intangible assets and property, plant and equipment (107,605) (136,326) |
| Development expenditures (2,833) (2,020) |
| Other outflows - (7) |
| Net cash from investment activities (102,099) (134,550) |
| Cash flows from financial activities |
| Repayment of loans and borrowings (447) (39) |
| Payments of finance lease liabilities (1,774) (1,803) |
| Net cash from financial activities (2,221) (1,842) |
| Total net cash flows (125,347) (70,596) |
| Cash and cash equivalents as at the beginning of the period 414,369 202,935 |
| Impact of foreign exchange differences 904 39 |
| Cash and cash equivalents as at the end of the period 289,926 132,378 |
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 interim condensed consolidated financial statements.
| Attributable to shareholders of the parent company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital |
Share premium |
Cash flow hedge |
Other reserve capitals |
Actuarial gains |
Currency translation reserve |
Retained earnings |
Equity attributable to shareholders of the parent |
Non controlling interest |
Total equity | |
| 01.01.2016 | 287,614 | 470,846 | (16,004) | 78,521 | 434 | (53,092) | 577,257 | 1,345,576 | (4,072) | 1,341,504 |
| Transactions with the owners | - | - | - | - | - | - | - | - | - | - |
| Total comprehensive income for the period |
- | - | (96) | - | - | 1,542 | 102,068 | 103,514 | 274 | 103,788 |
| Net profit / (loss) for the period | - | - | - | - | - | - | 102,068 | 102,068 | 170 | 102,238 |
| Other comprehensive income | - | - | (96) | - | - | 1,542 | - | 1,446 | 104 | 1,550 |
| 31.03.2016 | 287,614 | 470,846 | (16,100) | 78,521 | 434 | (51,550) | 679,325 | 1,449,090 | (3,798) | 1,445,292 |
| 01.01.2017 | 287,614 | 470,846 | (45,306) | 78,521 | 989 | (46,336) | 1,020,499 | 1,766,827 | (3,335) | 1,763,492 |
| Transactions with the owners | - | - | - | - | - | - | - | - | - | - |
| Total comprehensive income for the period |
- | - | 35,850 | - | - | (16,258) | 78,003 | 97,595 | 35 | 97,630 |
| Net profit / (loss) for the period | - | - | - | - | - | 78,003 | 78,003 | 86 | 78,089 | |
| Other comprehensive income | - | - | 35,850 | - | - | (16,258) | - | 19,592 | (51) | 19,541 |
| 31.03.2017 | 287,614 | 470,846 | (9,456) | 78,521 | 989 | (62,594) | 1,098,502 | 1,864,422 | (3,300) | 1,861,122 |
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 interim condensed consolidated financial statements.
These interim consolidated financial statements were prepared in compliance with International Accounting Standard ("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 31 March 2017 and as at 31 December 2016, results of the Group's operations and cash flows for the period of 3 months ended 31 March 2017 and 31 March 2016, and were approved by the Management Board of CIECH S.A. on 15 May 2017.
These interim condensed consolidated financial statements cover the financial statements of the parent company, CIECH S.A., and its significant subsidiaries, as well as interests in significant associates.
These interim 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 interim 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 interim 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 3 months ended 31 March 2017 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 2.6, 2.7, 2.8 and 2.13 hereof. During the current interim period there were no significant revisions to the estimates presented in previous reporting periods.
The CIECH Group's accounting principles are described in the Consolidated Financial Statements of the CIECH Group for the year 2016, published on 20 March 2017. The aforementioned Financial Statement include 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 in the presentation of support services provided by CIECH S.A. to the Group companies within segment reporting — at present, all revenues and expenses from support services are presented under relevant segments within which the services are provided, whereas previously they were reported mainly in the "Other activities" segment.
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:
| 31.03.20171 | 31.12.20162 | |
|---|---|---|
| EUR | 4.2198 | 4.4240 |
| RON | 0.9277 | 0.9749 |
| Average NBP rate for the reporting period | 3 months ended 31.03.20173 | 3 months ended 31.03.20164 |
| EUR | 4.2891 | 4.3559 |
| RON | 0.9485 | 0.9697 |
1NBP's average foreign exchange rates table applicable as at 31 March 2017.
2NBP's average foreign exchange rates table applicable as at 31 December 2016.
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 2017 to 31 March 2017.
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 2016 to 31 March 2016.
Seasonality associated with periodic demand and supply fluctuations has little impact on the CIECH Group general sales trends. Products clearly influenced by seasonality are crop protection chemicals. Most crop protection chemicals are used in the first half of the year, during the period of intensive crop growth. Nevertheless, the sales of these products occur mainly in the fourth quarter of preceding year. For other products, the Group's revenues and financial results are not influenced by any significant seasonal fluctuations over the year.
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 managed and monitored on the Group level and are not allocated to particular segments.
Reporting segments are identical to operating segments. Revenues and costs, assets and liabilities of segments are recognised and measured in a manner consistent with the method used in the consolidated financial statements.
Information on the CIECH Group geographical areas is established based on the Group's assets localisation.
Operational segments results are assessed by the CIECH S.A's Management Board on the basis of sales revenue, operating profit, level of EBITDA and adjusted EBITDA.
EBITDA should be viewed as a supplement not as a substitute for the business performance presented in accordance with IFRS. EBITDA is a useful ratio of the ability to incur and serve debt. EBITDA and adjusted EBITDA levels are not defined by the International Financial Reporting Standards and can be calculated in a different manner by other entities. The reconciliation and definitions applied by the CIECH Group when determining these measures are presented below.
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | |
|---|---|---|
| Net profit/(loss) on continuing operations | 78,089 | 102,238 |
| Income tax | 17,608 | 29,904 |
| Share of profit / (loss) of equity-accounted investees | 51 | (383) |
| Financial expenses | 34,590 | 20,182 |
| Financial income | (3,506) | (1,488) |
| Amortisation/depreciation | 59,565 | 53,128 |
| EBITDA on continued operations | 186,397 | 203,581 |
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | |
|---|---|---|
| EBITDA | 186,397 | 203,581 |
| One-offs including: | 280 | 2,682 |
| Impairment (a) | 1,069 | (3) |
| Cash items (b) | (550) | (831) |
| Non-cash items (without impairment) (c) | (239) | 3,516 |
| Adjusted EBITDA from continuing operations | 186,677 | 206,263 |
(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 adjustment has been presented under tables presenting the consolidated statement of profit or loss by operating segments.
Revenues 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.-31.03.2017 |
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 | 608,140 | 216,283 | 48,914 | 1,482 | 23,559 | - | - | 898,378 |
| Revenue from inter-segment transactions | 10,461 | 640 | 5 | 28,064 | 8,843 | - | (48,013) | - |
| Total sales revenues | 618,601 | 216,923 | 48,919 | 29,546 | 32,402 | - | (48,013) | 898,378 |
| Cost of sales | (433,535) | (182,370) | (39,310) | (27,364) | (22,780) | - | 27,235 | (678,124) |
| Gross profit /(loss) on sales | 185,066 | 34,553 | 9,609 | 2,182 | 9,622 | - | (20,778) | 220,254 |
| Selling costs | (57,962) | (15,246) | (5,930) | (349) | (3,268) | (169) | 21,368 | (61,556) |
| General and administrative expenses | (14,065) | (4,803) | (1,872) | (1,103) | (1,474) | (11,875) | 429 | (34,763) |
| Result on management of receivables | (755) | 448 | (14) | 29 | (11) | 1 | - | (302) |
| Result on other operating activities | 3,515 | (1,332) | (10) | 63 | 853 | 224 | (114) | 3,199 |
| Operating profit /(loss) | 115,799 | 13,620 | 1,783 | 822 | 5,722 | (11,819) | 905 | 126,832 |
| Exchange differences and interest on trade settlements | (6,724) | (2,741) | (206) | (12) | 512 | - | - | (9,171) |
| Group borrowing costs |
- | - | - | - | - | (9,885) | - | (9,885) |
| Result on financial activity (non-attributable to segments) | - | - | - | - | - | (12,028) | - | (12,028) |
| Share of profit / (loss) of equity-accounted investees | (51) | - | - | - | - | - | - | (51) |
| Profit /(loss) before tax | 109,024 | 10,879 | 1,577 | 810 | 6,234 | (33,732) | 905 | 95,697 |
| Income tax | - | - | - | - | - | - | - | (17,608) |
| Net profit /(loss) on continuing operations | - | - | - | - | - | - | - | 78,089 |
| Net profit /(loss) on discontinued operations | - | - | - | - | - | - | - | - |
| Net profit /(loss) for the period | - | - | - | - | - | - | - | 78,089 |
| Amortization/depreciation | 44,006 | 7,515 | 4,883 | 1,471 | 600 | 1,090 | - | 59,565 |
| EBITDA | 159,805 | 21,135 | 6,666 | 2,293 | 6,322 | (10,729) | 905 | 186,397 |
| Adjusted EBITDA* |
160,992 | 21,206 | 6,679 | 2,198 | 5,520 | (10,824) | 906 | 186,677 |
*Adjusted EBITDA for the 3-month period ended 31 March 2017 is calculated as EBITDA adjusted for untypical one-off events: valuation of investment properties to fair value: PLN 0.8 million; change in impairment losses on assets: PLN -1.1 million; change in provisions: PLN -0.5 million; other: PLN 0.5 million.
| OPERATING SEGMENTS 01.01.-31.03.2016 |
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 | 582,517 | 183,626 | 37,541 | 4,156 | 18,629 | - | - | 826,469 |
| Revenue from inter-segment transactions | 7,254 | 1,437 | 1 | 28,163 | 7,355 | - | (44,210) | - |
| Total sales revenues | 589,771 | 185,063 | 37,542 | 32,319 | 25,984 | - | (44,210) | 826,469 |
| Cost of sales | (388,114) | (149,527) | (28,465) | (28,280) | (17,027) | - | 23,433 | (587,980) |
| Gross profit /(loss) on sales | 201,657 | 35,536 | 9,077 | 4,039 | 8,957 | - | (20,777) | 238,489 |
| Selling costs | (51,349) | (15,005) | (4,832) | (163) | (2,088) | (403) | 20,374 | (53,466) |
| General and administrative expenses | (12,250) | (4,366) | (1,680) | (1,505) | (929) | (11,643) | 343 | (32,030) |
| Result on management of receivables | 1 | (3,231) | (66) | 57 | (8) | - | - | (3,247) |
| Result on other operating activities | 650 | (804) | 355 | 186 | 861 | (428) | (113) | 707 |
| Operating profit /(loss) | 138,709 | 12,130 | 2,854 | 2,614 | 6,793 | (12,474) | (173) | 150,453 |
| Exchange differences and interest on trade settlements | (6,106) | (5,738) | 148 | (98) | 99 | - | 688 | (11,007) |
| Group borrowing costs | - | - | - | - | - | (9,085) | - | (9,085) |
| Result on financial activity (non-attributable to segments) |
- | - | - | - | - | 1,398 | - | 1,398 |
| Share of profit / (loss) of equity-accounted investees | 383 | - | - | - | - | - | - | 383 |
| Profit /(loss) before tax | 132,986 | 6,392 | 3,002 | 2,516 | 6,892 | (20,161) | 515 | 132,142 |
| Income tax | (29,904) | |||||||
| Net profit /(loss) on continuing operations | - | - | - | - | - | - | - | 102,238 |
| Net profit /(loss) on discontinued operations | - | - | - | - | - | - | - | - |
| Net profit /(loss) for the period | - | - | - | - | - | - | - | 102,238 |
| Amortization/depreciation | 39,312 | 7,732 | 3,413 | 1,506 | 87 | 1,078 | - | 53,128 |
| EBITDA | 178,021 | 19,862 | 6,267 | 4,120 | 6,880 | (11,396) | (173) | 203,581 |
| Adjusted EBITDA** |
180,899 | 19,753 | 6,253 | 3,910 | 6,864 | (11,280) | (136) | 206,263 |
* Restated data, description of changes is provided in item 2.2.
** Adjusted EBITDA for the 3-month period ended 31 March 2016 is calculated as EBITDA adjusted for untypical one-off events: change in provisions: PLN -2.7 million.
| ASSETS | LIABILITIES | ||||
|---|---|---|---|---|---|
| 31.03.2017 | 31.12.2016 | 31.03.2017 | 31.12.2016 | ||
| Soda segment | 2,625,895 | 2,553,494 | 175,111 | 217,161 | |
| Organic segment | 559,274 | 527,848 | 129,231 | 123,634 | |
| Silicates and glass segment | 163,952 | 172,186 | 19,083 | 22,378 | |
| Transport segment | 63,337 | 66,295 | 10,110 | 12,763 | |
| Other operations segment | 102,824 | 68,349 | 25,557 | 32,189 | |
| Corporate functions - reconciliation item | 986,416 | 1,157,669 | 2,277,276 | 2,370,033 | |
| Eliminations (consolidation adjustments) | (49,087) | (43,949) | (44,879) | (39,758) | |
| TOTAL | 4,452,611 | 4,501,892 | 2,591,489 | 2,738,400 |
| Non-current assets other than financial instruments |
Deferred tax asset | Other assets | Total assets | |
|---|---|---|---|---|
| 31.03.2017 | ||||
| Poland | 2,056,676 | 173,304 | 907,290 | 3,137,270 |
| European Union (excluding Poland) | 878,013 | - | 329,509 | 1,207,522 |
| Other European countries | - | - | 51,733 | 51,733 |
| Africa | - | - | 6,328 | 6,328 |
| Asia | - | - | 49,585 | 49,585 |
| Other regions | - | - | 173 | 173 |
| TOTAL | 2,934,689 | 173,304 | 1,344,618 | 4,452,611 |
| 31.12.2016 | ||||
| Poland | 2,008,662 | 199,866 | 915,484 | 3,124,012 |
| European Union (excluding Poland) | 922,211 | - | 346,472 | 1,268,683 |
| Other European countries | - | - | 52,816 | 52,816 |
| Africa | - | - | 2,852 | 2,852 |
| Asia | - | - | 50,550 | 50,550 |
| Other regions | - | - | 2,979 | 2,979 |
| TOTAL | 2,930,873 | 199,866 | 1,371,153 | 4,501,892 |
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | 2017/2016 | |
|---|---|---|---|
| Poland | 350,655 | 300,365 | 16.7% |
| European Union (excluding Poland) | 411,714 | 404,634 | 1.7% |
| Germany | 165,356 | 169,152 | (2.2%) |
| Romania | 42,595 | 36,072 | 18.1% |
| Czech Republic | 39,146 | 38,725 | 1.1% |
| Italy | 24,311 | 28,238 | (13.9%) |
| The Netherlands | 29,851 | 23,421 | 27.5% |
| Finland | 14,833 | 14,877 | (0.3%) |
| Sweden | 18,078 | 15,601 | 15.9% |
| Belgium | 10,255 | 9,099 | 12.7% |
| United Kingdom | 10,553 | 16,912 | (37.6%) |
| Denmark | 6,247 | 9,705 | (35.6%) |
| France | 16,159 | 4,981 | 224.4% |
| Luxembourg | 330 | 6,488 | (94.9%) |
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | 2017/2016 | |
|---|---|---|---|
| Lithuania | 5,100 | 4,317 | 18.1% |
| Other EU countries | 28,900 | 27,046 | 6.9% |
| Other European Countries | 63,804 | 60,973 | 4.6% |
| Switzerland | 24,024 | 31,542 | (23.8%) |
| Norway | 11,601 | 9,140 | 26.9% |
| Russia | 8,443 | 2,514 | 235.8% |
| Other European countries | 19,736 | 17,777 | 11.0% |
| Africa | 22,321 | 14,121 | 58.1% |
| Asia | 46,645 | 42,066 | 10.9% |
| China | 83 | 17 | 388.2% |
| Other Asian countries | 46,562 | 42,049 | 10.7% |
| Other regions | 3,239 | 4,310 | (24.8%) |
| TOTAL | 898,378 | 826,469 | 8.7% |
In the first quarter of 2017, 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 and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-31.03.2017 | |||||
| Long-term | 10,752 | 105 | (32) | (227) | 10,598 |
| Short-term | 1,194 | 77 | (281) | - | 990 |
| 01.01.-31.03.2016 | |||||
| Long-term | 12,829 | 26 | (330) | 40 | 12,565 |
| Short-term | 1,603 | 135 | (138) | (340) | 1,260 |
| CHANGE IN OTHER LONG-TERM PROVISIONS | Opening balance | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|
| 01.01.-31.03.2017 | |||
| Provision for liabilities | 6,547 | - | 6,547 |
| Provision for environmental protection | 77,737 | (2,911) | 74,826 |
| TOTAL | 84,284 | (2,911) | 81,373 |
| 01.01.-31.03.2016 | |||
| Provision for liabilities | 6,547 | - | 6,547 |
| Provision for environmental protection | 68,157 | 324 | 68,481 |
| TOTAL | 74,704 | 324 | 75,028 |
| CHANGE IN OTHER SHORT-TERM PROVISIONS | Opening balance |
Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-31.03.2017 | |||||
| Provision for compensation | 9,337 | - | (391) | - | 8,946 |
| Provision for liabilities | 26,598 | 938 | (286) | (944) | 26,306 |
| Provision for environmental protection | 2,391 | - | (518) | - | 1,873 |
| Provision for expected losses | 46,507 | - | - | (552) | 45,955 |
| Provision for bonuses | 3,661 | 774 | (770) | (154) | 3,511 |
| CHANGE IN OTHER SHORT-TERM PROVISIONS | Opening balance |
Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| Other provisions | 292 | 312 | (318) | 2 | 288 |
| TOTAL | 88,786 | 2,024 | (2,283) | (1,648) | 86,879 |
| 01.01.-31.03.2016 | |||||
| Provision for compensation | 8,368 | 200 | - | 27 | 8,595 |
| Provision for liabilities | 37,019 | 1,485 | (1,978) | 102 | 36,628 |
| Provision for environmental protection | 2,236 | - | (214) | - | 2,022 |
| Provision for expected losses | 30,886 | 2,853 | - | (28) | 33,711 |
| Provision for bonuses | 1,146 | 783 | (834) | 6 | 1,101 |
| Other provisions | 439 | 453 | - | 5 | 897 |
| TOTAL | 80,094 | 5,774 | (3,026) | 112 | 82,954 |
| CHANGE IN IMPAIRMENT ALLOWANCES | Opening balance |
Recognition | Use and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-31.03.2017 | |||||
| Property, plant and equipment | 5,933 | 1,069 | - | (236) | 6,767 |
| Intangible assets, including: | 473,807 | - | - | (21,171) | 452,636 |
| Intangible assets excluding goodwill | 45,923 | - | - | (1,963) | 43,959 |
| Goodwill | 427,884 | - | - | (19,208) | 408,676 |
| Long-term financial assets | 1,343 | - | - | - | 1,343 |
| Inventories | 38,217 | 697 | (1,332) | (412) | 37,170 |
| Short-term financial assets | 24,601 | - | - | - | 24,601 |
| Trade and other receivables | 57,938 | 931 | (825) | (1,280) | 56,765 |
| TOTAL | 647,762 | 2,698 | (2,157) | (25,062) | 623,241 |
| 01.01.-31.03.2016 | |||||
| Property, plant and equipment | 6,021 | 3 | - | 11 | 6,035 |
| Intangible assets, including: | 456,422 | - | - | 1,512 | 457,934 |
| Intangible assets excluding goodwill | 43,449 | - | - | 67 | 43,516 |
| Goodwill | 412,974 | - | - | 1,445 | 414,418 |
| Long-term financial assets | 1,343 | - | - | - | 1,343 |
| Inventories | 38,215 | 719 | (1,279) | 99 | 37,754 |
| Short-term financial assets | 24,601 | - | - | - | 24,601 |
| Trade and other receivables | 44,826 | 3,653 | (1,032) | 1,820 | 49,267 |
| TOTAL | 614,876 | 4,375 | (2,311) | 3,510 | 620,451 |
The main components of tax expense include:
| THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) | 01.01.-31.03.2017 | 01.01.-31.03.2016 |
|---|---|---|
| Current income tax | (7,400) | (13,058) |
| Deferred tax | (10,208) | (16,846) |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | (17,608) | (29,904) |
Deferred income tax is attributable to the following items:
| DEFERRED INCOME TAX ASSETS AND DEFERRED INCOME TAX LIABILITY |
31.03.2017 | 31.12.2016 | ||||
|---|---|---|---|---|---|---|
| Total asset | Total liability |
Net value | Total asset | Total liability |
Net value | |
| Property, plant and equipment | 2,074 | 135,570 | (133,496) | 2,081 | 136,195 | (134,114) |
| Intangible assets | 30,851 | 404 | 30,447 | 32,430 | 499 | 31,931 |
| Right of perpetual usufruct | - | 5,126 | (5,126) | - | 5,147 | (5,147) |
| Investment property | 2,003 | 1,751 | 252 | 2,003 | 1,673 | 330 |
| Financial assets | 1,359 | 8,620 | (7,261) | 1,732 | 13,454 | (11,722) |
| Inventory | 2,023 | 403 | 1,620 | 2,106 | 557 | 1,549 |
| Trade and other receivables | 4,012 | 35,851 | (31,839) | 4,053 | 35,599 | (31,546) |
| Provisions for employee benefits | 3,047 | 31 | 3,016 | 3,181 | 31 | 3,150 |
| Other provisions | 20,959 | - | 20,959 | 22,107 | - | 22,107 |
| Tax losses carried forward | 126,099 | - | 126,099 | 139,309 | - | 139,309 |
| Foreign exchange differences | 3,758 | 248 | 3,510 | 3,839 | 376 | 3,463 |
| Liabilities | 56,031 | 3,040 | 52,991 | 61,850 | 306 | 61,544 |
| Special Economic Zone | 87,977 | - | 87,977 | 90,759 | - | 90,759 |
| Other | 275 | 464 | (189) | 207 | 1,777 | (1,570) |
| Deferred tax assets/liability | 340,468 | 191,508 | 148,960 | 365,657 | 195,614 | 170,043 |
| Set - off of deferred tax assets/ liability | (159,333) | (159,333) | - | (157,826) | (157,826) | - |
| Unrecognized deferred tax assets | (7,831) | - | (7,831) | (7,965) | - | (7,965) |
| Deferred tax assets/liability recognised in the statement of financial position |
173,304 | 32,175 | 141,129 | 199,866 | 37,788 | 162,078 |
As at 31 March 2017, the CIECH Group held the following types of financial instruments measured at fair value:
In first quarter of 2017, 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.
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 8.4 of the Consolidated Financial Statements of the CIECH Group for 2016, published on 20 March 2017.
In the separate financial statements, all financial instruments, except for CIRS contracts, were designated for hedge accounting, and details of the designation were presented in item 8.2 of the CIECH S.A.'s Financial Statements for 2016, published on 20 March 2017.
| Fair value of derivative instruments and embedded instruments |
Cash and cash equivalents |
Long-term financial assets |
Short-term financial assets |
Other non current liabilities |
Trade and other liabilities |
TOTAL |
|---|---|---|---|---|---|---|
| 31.03.2017 | ||||||
| IRS PLN | - | - | - | - | (1,277) | (1,277) |
| IRS EUR | - | 227 | - | (1,237) | (1,178) | (2,188) |
| CIRS | - | 54,861 | 18,349 | (68,428) | - | 4,782 |
| Forward EUR/PLN | - | 3,034 | 9,279 | - | - | 12,313 |
| Forward USD /RON | - | - | - | (211) | (1,875) | (2,086) |
| Embedded instruments | - | 10,655 | 3,460 | - | - | 14,115 |
| Futures contracts | 1,380 | - | - | - | - | 1,380 |
| TOTAL | 1,380 | 68,777 | 31,088 | (69,876) | (4,330) | 27,039 |
| 31.12.2016 | ||||||
| IRS PLN | - | - | - | - | (1,241) | (1,241) |
| IRS EUR | - | 58 | - | (1,506) | (1,243) | (2,691) |
| CIRS | - | 55,569 | 18,454 | (119,083) | - | (45,060) |
| Forward EUR/PLN | - | 967 | 743 | - | - | 1,710 |
| Forward USD /RON | - | - | - | (340) | (3,521) | (3,861) |
| Embedded instruments | - | 22,182 | 6,773 | - | - | 28,955 |
| Futures contracts | 5,012 | - | - | - | - | 5,012 |
| TOTAL | 5,012 | 78,776 | 25,970 | (120,929) | (6,005) | (17,176) |
The CIECH Group holds the issued domestic bonds whose book value, as at 31 March 2017, amounted to PLN 164,054 thousand, and whose fair value amounted to PLN 160,000 thousand (Level 2 of fair value hierarchy). The Group recognised that the fair value of the issued bonds does not differ significantly from their nominal value due to the fact that these bonds carry variable interest rates.
The CIECH Group has taken out term and working capital loans whose book value, as at 31 March 2017, amounts to PLN 1,340,957 thousand, and whose fair value amounts to PLN 1,339,037 thousand (Level 2 of fair value hierarchy). The Group recognised that the fair value of the loans taken out does not differ significantly from their nominal value due to the fact that these loans carry variable interest rates.
In the case of the remaining financial instruments held by the CIECH Group (classified mainly as cash and cash equivalents, loans and receivables, financial liabilities measured at amortised cost other than loans and bonds and financial liabilities excluded from the scope of IAS 39), the fair value is close to the book value.
In the period from 1 January to 31 March 2017, the CIECH Group carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:
| 01.01.-31.03.2017 | Land | Buildings offices and land and water engineering facilities |
Machinery and equipment |
Means of transport |
Other tangible fixed assets |
Tangible fixed assets under construction |
TOTAL |
|---|---|---|---|---|---|---|---|
| Gross value of property, plant and equipment at the beginning of the period |
84,579 | 1,083,972 | 2,717,796 | 101,559 | 46,304 | 340,585 | 4,374,795 |
| Purchase | - | 369 | 15,738 | 961 | 176 | 56,870 | 74,114 |
| Reclassification | - | 7,204 | 23,243 | 6 | (6,192) | (47,371) | (23,110) |
| Capitalised borrowing costs | - | - | - | - | - | 3,107 | 3,107 |
| Exchange differences | (3,882) | (11,456) | (45,006) | (779) | (511) | (2,374) | (64,008) |
| Sales | - | - | (84) | - | (16) | - | (100) |
| Liquidation | - | (17) | (677) | (40) | (52) | - | (786) |
| Gross value of property, plant and equipment at the end of the period |
80,697 | 1,080,072 | 2,711,010 | 101,707 | 39,709 | 350,817 | 4,364,012 |
Purchases of property, plant and equipment were made with own financial resources or in the form of a finance lease. As at 31 March 2017, commitments to purchase property, plant and equipment amounted to PLN 173,427 thousand (PLN 174,220 thousand as at 31 December 2016).
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 Management Board Report on activities of the CIECH Group and CIECH S.A. in 2016, published on 20 March 2017.
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. and non-consolidated companies of the CIECH Group) is presented below:
| TRANSACTIONS BETWEEN CONSOLIDATED ENTITIES AND OTHER RELATED ENTITIES | 01.01.-31.03.2017 | 01.01.-31.03.2016 |
|---|---|---|
| Revenues from sales of products and services | 1,619 | 1,497 |
| Revenues from sales of goods and materials | 24,657 | 18,986 |
| Financial income | 3 | 1 |
| Purchase of services | 10,260 | 10,937 |
| Other operating expenses | 638 | 1 |
| Financial expenses | 3 | 5 |
| 31.03.2017 | 31.12.2016 | |
| Receivables, including: | 16,524 | 15,691 |
| Kulczyk Holding S.A. | 7 | 180 |
| Impairment allowances of receivables and loans | 2,566 | - |
| Liabilities, including: | 3,449 | 6,647 |
| Kulczyk Holding S.A. | - | 858 |
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 quarter of 2017, except for transactions described in item 3.3 hereof.
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.
| 31.03.2017 | 31.12.2016 | |
|---|---|---|
| Contingent assets | 18,864 | 18,864 |
| Other contingent receivables* | 18,864 | 18,864 |
| Contingent liabilities | 584,019 | 632,527 |
| Guarantees and sureties granted** | 485,260 | 533,056 |
| Other*** | 98,759 | 99,471 |
*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:
As at 31 March 2017, contingent liabilities amounted to PLN 584,019 thousand and decreased as compared to 31 December 2016 by PLN 48,508 thousand. The change results primarily from the expiry on 12 March 2017 of a guarantee in the amount of PLN 44,240 thousand (EUR 10,000 thousand) for certain obligations and warranties made by Infrastruktura Kapuściska S.A. w upadłości likwidacyjnej as a part of the agreement for sale and transfer of TDI assets on BASF. The remaining decrease in liabilities resulted from positive foreign exchange differences.
The Management Board of CIECH S.A. is not expecting the dividend payment from profits earned during the period of 2016. The Management Board proposes to transfer the profits generated in 2016 to supplementary capital.
On 16 June 2016, the Ordinary General Meeting of Shareholders of CIECH S.A. adopted a resolution regarding the distribution of the Company's net profit for 2015 in accordance with the recommendation of the Supervisory Board. The amount of PLN 150,195 thousand was allocated to dividends to shareholders, i.e. PLN 2.85 per share. The amount of PLN 181,384 thousand was allocated to the Company's supplementary capital. Dividend date was set on 30 June 2016 and the dividend was paid on 16 August 2016.
Until the date of publication of this report, there were no significant post-balance-sheet events.
The CIECH Group consists of domestic and foreign manufacturing, distribution and trade companies operating in the chemical industry. The CIECH Group comprises CIECH S.A. as the parent company, and related companies located, inter alia, in Poland, Germany, Romania.
| Parent company | CIECH Spółka Akcyjna |
|---|---|
| Registered office | Warsaw |
| Address | Wspólna Street 62, 00-684 Warsaw |
| KRS (National Court Register number) |
0000011687 (District Court for the capital city of Warsaw in Warsaw 13th Commercial Division of the National Court Register) |
| Statistical identification number (REGON) |
011179878 |
| Tax ID No (NIP) | 118-00-19-377 |
| Website | www.ciechgroup.com |
| Branches held | CIECH S.A.'s Branch in Romania CIECH S.A.'s Branch in Germany |
| Ultimate parent company | KI Chemistry s. à r. l (a subsidiary of Kulczyk Investments) |
As at 31 March 2017, the CIECH Group comprised 38 business entities, including:
• parent company,
3
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 trading activity is carried out mostly by CIECH S.A., domestic and foreign trading subsidiaries of CIECH S.A., as well as selected manufacturing companies (CIECH Sarzyna S.A., CIECH Vitrosilicon S.A., Grupa SDC, CIECH Pianki Sp. z o.o.) while the manufacturing activity is carried out by production companies, subsidiaries of CIECH S.A. The production is located in 8 plants, with four largest production plants (two in Poland, one in Germany and one in Romania) operate in the soda segment and manufacture soda ash and soda derived products (in the case of CIECH Soda Romania S.A., the plant also manufactures products in the silicates and glass segment, the soda plant in Janikowo also manufactures salt products and the plant in Germany produces electric energy sold to third parties). The other 4 plants are dedicated to the organic segment, and to silicates and glass segment, and are located in Poland.
| Company name | Registered office |
Segment | Business | Share in equity as at 31.03.2017 / % of votes at the GMS |
Share in equity as at 31.03.2016 / % of votes at the GMS |
|---|---|---|---|---|---|
| Parent company | |||||
| CIECH S.A. | Warsaw | Soda, organic, silicates and glass, transport, other |
Sales of chemical products manufactured within the CIECH Group, sales chemical products purchased from third-party producers, holding activities, managing a portfolio of subsidiaries, provision of support services (in the area of sales, manufacturing, purchases, finance, IT, HR and in the legal area) for selected companies in the Group, financial activities in the form of direct lending to the companies in the Group. |
- | - |
| Fully consolidated direct and indirect subsidiaries | |||||
| CIECH R&D Sp. z o.o. | Warsaw | Other | 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. |
100% | 100% |
| CIECH Trading S.A. | Warsaw | Soda, other | 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 feed, wholesale and distribution of acids, bases and other liquid chemicals. |
100% | 100% |
| CIECH Soda Romania S.A. |
Ramnicu Valcea, Romania |
Soda, silicates and glass |
Manufacture of other basic inorganic chemicals, wholesale of chemical products. |
98.74% | 98.74% |
| CIECH Vitrosilicon S.A.* |
Iłowa | Silicates and glass |
Production of other basic inorganic chemicals, manufacture of hollow glass and technical glassware, manufacture of resins packaging goods, manufacture of other resins products. |
100% | 100% |
| CIECH Transclean Sp. z o.o. |
Bydgoszcz | Transport | International transport of liquid chemicals. | 100% | 100% |
| CIECH Pianki Sp. z o.o. | Bydgoszcz | Organic | Manufacture of organic and other inorganic chemicals. |
100% | 100% |
| Ciech Group Financing AB |
Stockholm, Sweden |
Other | Financing activities. | 100% | 100% |
| Verbis ETA Sp. z o.o. | Warsaw | Other | General partner of Verbis ETA Sp. z o.o. SKA. | 100% | 100% |
| Verbis ETA Sp. z o.o. SKA |
Warsaw | Other | Financing activities, direct lending to the CIECH Group companies |
100% | 100% |
| CIECH Cerium Sp. z o.o. SK |
Warsaw | Other | Financing activities. | 100% | 100% |
| Beta Cerium Sp. z o.o. Sp. k.** |
Warsaw | Other | Financing activities, leasing of non-current assets to the CIECH Group companies. |
100% | - |
| Vasco Polska Sp. z o.o. |
Inowrocław | Other | Utilisation of post-soda lime in the restoration of degraded land. |
90% | - |
| Company name | Registered office |
Segment | Business | Share in equity as at 31.03.2017 / % of votes at the GMS |
Share in equity as at 31.03.2016 / % of votes at the GMS |
|---|---|---|---|---|---|
| CIECH FINANCE Group | |||||
| CIECH Finance Sp. z o.o. |
Warsaw | Other | Implementing divestment projects concerning obsolete fixed assets (property) and financial assets (shares in companies), carrying out purchases of selected raw materials. |
100% | 100% |
| CIECH Nieruchomości S.A. |
Warsaw | Other | Real property agency, real property management. |
100% | 100% |
| JANIKOSODA S.A. | Warsaw | Other | Service activity related to office support, other 'out-of-school' forms of education. |
100% | 100% |
| CIECH Soda Polska Group | |||||
| CIECH Soda Polska S.A. |
Inowrocław | Soda | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power generation and distribution. |
100% | 100% |
| CIECH Cargo Sp. z o.o. | Inowrocław | Transport | Freight transport services. | 100% | 100% |
| Cerium Sp. z o.o. | Warsaw | Other | General partner of CIECH Cerium Sp. z o.o. SKA. | 100% | 100% |
| Gamma Finanse Sp. z o.o.*** |
Warsaw | Other | Financing activities. | 100% | - |
| Cerium Finance Sp. z o.o. |
Warsaw | Other | Conducting financial activities, in particular comprising direct granting of loans and leasing of non-current assets to the CIECH Group companies. |
100% | 100% |
| CIECH Sarzyna Group | |||||
| CIECH Sarzyna S.A. | Nowa Sarzyna |
Organic | Manufacture of resins, manufacture of pesticides and other chemical products. |
100% | 100% |
| Verbis KAPPA Sp. z o.o. |
Nowa Sarzyna |
Organic | General partner of Verbis KAPPA Sp. z o.o. SKA, other financial intermediation. |
100% | 100% |
| Verbis KAPPA Sp. z o.o. SKA |
Nowa Sarzyna |
Organic | Other financial intermediation. | 100% | 100% |
| Algete Sp. z o.o. | Nowa Sarzyna |
Organic | Granting CIECH Sarzyna Group companies the license for using the trademark of "Chwastox" for the purpose of business. |
100% | 100% |
| SDC Group | |||||
| SDC GmbH | Stassfurt, Germany |
Soda | 100% | 100% | |
| CIECH Soda Deutschland GmbH&Co. KG |
Stassfurt, Germany |
Soda | Manufacture of other basic inorganic chemicals, | 100% | 100% |
| Sodawerk Holding Stassfurt GmbH |
Stassfurt, Germany |
Soda | wholesale of chemical products, power generation and distribution. |
100% | 100% |
| Sodawerk Stassfurt Verwaltungs GmbH |
Stassfurt, Germany |
Soda | 100% | 100% | |
| CIECH Energy Deutschland GmbH |
Stassfurt, Germany |
Soda | 100% | 100% | |
| Kaverngesellschaft Stassfurt GbmH**** |
Stassfurt, Germany |
Soda | 50% | 50% |
*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%.
**The limited partners of the company are: CIECH Pianki Sp. z o.o., CIECH Sarzyna S.A., CIECH Soda Polska S.A.
***Shares in the share capital acquired by CIECH S.A. – 1.4% and CIECH Soda Polska S.A. – 98.6%.
****Jointly-controlled company accounted for under the equity method.
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 2017 to 31 March 2017 does not exceed 2% of total consolidated assets of the Group and consolidated net revenues from sales of goods and products and financial operations
Aggregated data of associates and jointly-controlled entities which were not measured under the equity method for the period from 1 January 2017 to 31 March 2017 did not exceed 2% of the total consolidated equity of the CIECH Group.
On 23 February 2017, the Extraordinary Shareholders' Meeting of Cerium Finance Sp. z o.o. adopted a resolution on voluntary redemption, effected against payment, of 28,483 shares in this Company held by Gamma Finanse Sp. z o.o., with the nominal value of PLN 50 each and the total nominal value of PLN 1,424 thousand, accounting for 98.99% of the share capital of Cerium Finance Sp. z o.o. The market value of all shares subject to redemption was determined based on a valuation prepared by an independent expert and amounted to PLN 206,757 thousand. Following the redemption, the share capital of Cerium Finance Sp. z o.o. decreased from PLN 1,439 thousand to PLN 15 thousand. Following the redemption of shares and decrease of the share capital of Cerium Finance Sp. z o.o., the sole shareholder of the company is CIECH Soda Polska S.A.
Pursuant to resolution of the Extraordinary Shareholders' Meeting of CIECH R&D Sp. z o.o. of 28 February 2017 on the increase of the share capital, CIECH S.A., in accordance with the declaration dated 3 March 2017, took up 90,000 new shares in CIECH R&D Sp. z o.o. with the nominal value of PLN 50 each. Shares in CIECH R&D Sp. z o.o. taken up by CIECH S.A. were covered in whole with a cash contribution in the amount of PLN 4,500 thousand, constituting the equivalent of the total nominal price of new shares in CIECH R&D Sp. z o.o. Following the above, the share capital of the Company increased to PLN 40,000 thousand and is divided into 800,000 shares with the nominal value of PLN 50 each. CIECH S.A. remains the sole shareholder of the Company.
including the NewConnect market, were assessed.
On 30 November 2016, Polcommerce mbH ceased its operating activities and on 31 December 2016, the Company's liquidation proceedings were opened. The liquidation of the Company is related to the planned changes in the Group's business model in the area of sales. Markets previously served by Polcommerce mbH will be served directly by CIECH S.A.
| New branding of soda products | 1 st quarter |
SOLID EMPLOYER Title |
|---|---|---|
| The CIECH Group has introduced new brands for its soda | SOLID EMPLOYER is a title awarded to the CIECH Group in | |
| products. They are to reflect rising standards in | February 2017, in the National "Solid Employer" Contest. The | |
| customer service, logistics and production processes, | chamber of the contest decides which companies deserve the | |
| introduced in the last quarters. The new branding is also | award for their effective and innovative HR policy, taking into | |
| to differentiate the specialist product portfolio of the | account such criteria as: working conditions (observance of | |
| Group in the soda segment, including the |
OHS regulations, labour law, etc.), timely payment of salaries, | |
| pharmaceutical, feed or food grade soda. | social conditions, career path (trainings for employees). | |
| Golden Website of the Issuer Competition Final | ||
| CIECH S.A. qualified for the final stage of the Golden | ||
| Website X contest organised by the Polish Association | ||
| of Listed Companies, in which 889 websites of | ||
| companies listed on the Warsaw Stock Exchange, |
During the first quarter of 2017, the CIECH Group earned net profit from continuing operations of PLN 78,089 thousand, net cash decreased by PLN 125,347 thousand and the balance sheet total as at the end of the third quarter of 2017 amounted to PLN 4,452,611 thousand. The table below presents selected financial data and basic financial ratios for the first quarter of 2017 and 2016.
| 01.01.-31.03.2017 | 01.01.-31.03.2016* | Change 2017/2016 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Sales revenues | 898,378 | 826,469 | 8.7% |
| Cost of sales | (678,124) | (587,980) | (15.3%) |
| Gross profit/(loss) on sales | 220,254 | 238,489 | (7.6%) |
| Selling costs | (61,556) | (53,466) | (15.1%) |
| General and administrative expenses | (34,763) | (32,030) | (8.5%) |
| Other operating income/expense | 2,897 | (2,540) | - |
| Operating profit/(loss) | 126,832 | 150,453 | (15.7%) |
| Net financial income/expenses | (31,084) | (18,694) | (66.3%) |
| Share of profit of equity-accounted investees | (51) | 383 | - |
| Income tax | (17,608) | (29,904) | 41.1% |
| Net profit/(loss) on continuing operations | 78,089 | 102,238 | (23.6%) |
| DISCONTINUED OPERATIONS | |||
| Net profit/(loss) on discontinued operations | - | - | - |
| Net profit / (loss) | 78,089 | 102,238 | (23.6%) |
| including: | |||
| Net profit/(loss) attributed to non-controlling interest | 86 | 170 | (49.4%) |
| Net profit/(loss) attributable to shareholders of the parent company | 78,003 | 102,068 | (23.6%) |
| EBITDA from continuing operations** | 186,397 | 203,581 | (8.4%) |
| Adjusted EBITDA from continuing operations** | 186,677 | 206,263 | (9.5%) |
*Restated data, description of changes is provided in item 2.2.
** Principles of calculating EBITDA and adjusted EBITDA have been described in section "Ratio calculation methodology". EBITDA and adjusted EBITDA is presented in other sections, and is taken into account when calculating selected financial ratios.
Consolidated net sales revenues from continued operations of the CIECH Group for the first quarter of 2017 amounted to PLN 898,378 thousand. Compared to the previous year, revenues increased by PLN 71,909 thousand. The changes were mainly due to market factors.
The following facts had an impact on sales revenues earned:
In the first quarter of 2017, 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 2016. Invariably, the greatest share in the revenue was attributed to the sales of soda segment products, i.e. 68.9%.
| 01.01.- | 01.01.- | Change | Change % | |
|---|---|---|---|---|
| 31.03.2017 | 31.03.2016 | 2017/2016 | ||
| Soda segment, including: | 618,601 | 589,771 | 28,830 | 4.9% |
| Dense soda ash | 347,916 | 345,384 | 2,532 | 0.7% |
| Light soda ash | 125,386 | 101,341 | 24,045 | 23.7% |
| Salt | 42,239 | 42,141 | 98 | 0.2% |
| Sodium bicarbonate | 40,095 | 40,167 | (72) | (0.2%) |
| Energy | 33,481 | 21,867 | 11,614 | 53.1% |
| Gas* | 360 | 187 | 173 | 92.5% |
| Calcium chloride | 7,803 | 8,314 | (511) | (6.1%) |
| Other products | 10,860 | 23,116 | (12,256) | (53.0%) |
| Revenues from inter-segment transactions | 10,461 | 7,254 | 3,207 | 44.2% |
| Organic segment, including: | 216,923 | 185,063 | 31,860 | 17.2% |
| Resins | 87,734 | 81,261 | 6,473 | 8.0% |
| Polyurethane foams | 74,364 | 60,331 | 14,033 | 23.3% |
| Crop protection chemicals | 51,593 | 38,766 | 12,827 | 33.1% |
| Other | 2,592 | 3,268 | (676) | (20.7%) |
| Revenues from inter-segment transactions | 640 | 1,437 | (797) | (55.5%) |
| Silicates and Glass segment, including: | 48,919 | 37,542 | 11,377 | 30.3% |
| Sodium silicates | 29,576 | 18,740 | 10,836 | 57.8% |
| Potassium silicates | 1,296 | 1,224 | 72 | 5.9% |
| Container glass | 17,953 | 17,189 | 764 | 4.4% |
| Other | 89 | 388 | (299) | (77.1%) |
| Revenues from inter-segment transactions | 5 | 1 | 4 | 400.0% |
| Transport segment, including: | 29,546 | 32,319 | (2,773) | (8.6%) |
| Transport services | 1,482 | 4,156 | (2,674) | (64.3%) |
| Revenues from inter-segment transactions | 28,064 | 28,163 | (99) | (0.4%) |
| Other segment, including: | 32,402 | 25,985 | 6,417 | 24.7% |
| Revenues from third parties | 23,559 | 18,629 | 4,930 | 26.5% |
| Revenues from inter-segment transactions | 8,843 | 7,356 | 1,487 | 20.2% |
| Consolidation adjustments | (48,013) | (44,211) | (3,802) | (8.6%) |
| TOTAL | 898,378 | 826,469 | 71,909 | 8.7% |
* Resale of surpluses of the gas purchased.
Source: CIECH S.A
After the first quarter of 2017, gross profit on sales amounted to PLN 220,254 thousand, whereas in the same period of the previous year it amounted to PLN 238,489 thousand. The operating profit amounted to PLN 126,832 thousand, in the comparable period it amounted to PLN 150,453 thousand.
The following had a positive impact on the presented results:
• Increase in domestic sales of construction and assembly production by 3.9% during the first quarter of 2017 in comparison to the same period of the previous year (the chemical industry produces many raw materials and semifinished products used in this production).
The following had a negative impact on the presented results:
The EBIT margin for the first quarter of 2017 amounted to 14.1% (18.2% in the prior year), and the EBITDA margin amounted to 20.7% (24.6% in the prior year). The EBIT margin (excluding one-off events) for first quarter of 2017 amounted to 14.1% (18.5% in the prior year), and the EBITDA margin (excluding one-off events) amounted to 20.8% (25.0% in the prior year).
Financial income for the first quarter of 2017 amounted to PLN 3,506 thousand and increased compared to the corresponding period of the previous year, when it amounted to PLN 1,488 thousand.
Financial expenses for the first quarter of 2017 amounted to PLN 34,590 thousand and increased compared to the corresponding period of the previous year, when it amounted to PLN 20,182 thousand.
The contributors in the area of financial activities included mainly negative exchange differences. Costs of servicing external debt remained at a similar level as in the comparable period.
The consolidated net profit for the first quarter of 2017 amounted to PLN 78,089 thousand (of which PLN 78,003 thousand was a net profit attributable to the shareholders of the parent company and PLN 86 thousand as the profit of non-controlling shares). This result was influenced mainly by profit on sales partially offset by loss on financial activities.
| 31.03.2017 | 31.12.2016 | Change 2017/2016 | |
|---|---|---|---|
| Total assets | 4,452,611 | 4,501,892 | (1.1%) |
| Total non-current assets | 3,176,770 | 3,209,515 | (1.0%) |
| Total current assets | 1,275,841 | 1,292,377 | (1.3%) |
| Inventory | 336,595 | 299,265 | 12.5% |
| Current receivables | 581,002 | 515,542 | 12.7% |
| Cash and cash equivalents | 289,926 | 414,369 | (30.0%) |
| Short-term financial assets | 65,088 | 59,971 | 8.5% |
| Non-current assets held for sale | 3,230 | 3,230 | 0.0% |
| Total equity | 1,861,122 | 1,763,492 | 5.5% |
| Equity attributable to shareholders of the parent | 1,864,422 | 1,766,827 | 5.5% |
| Non-controlling interest | (3,300) | (3,335) | 1.0% |
| Total non-current liabilities | 1,622,080 | 1,695,514 | (4.3%) |
| Total current liabilities | 969,409 | 1,042,886 | (7.0%) |
As at the end of the first quarter of 2017, the Group's non-current assets amounted to PLN 3,176,770 thousand. As compared to the balance as at 31 December 2016, the value of non-current assets decreased by PLN 32,745 thousand. This change resulted from, among other factors:
As at 31 March 2017, the Group's current assets amounted to PLN 1,275,841 thousand. The largest components of current assets included: short-term receivables accounting for 44.7%, inventory accounting for 26.4% as well as cash and cash equivalents accounting for 22.7% of total current assets. Compared to the end of December 2016, the value of current assets decreased by PLN 16,536 thousand. This change resulted from, among other factors:
The sources of liquidity include cash flows generated from operating activities, cash from the sale of assets, cash from EU grants for capital expenditure, cash available due to the revolving credit facility agreement and overdraft. The Group also uses factoring agreements.
As at 31 March 2017, the CIECH Group's liabilities (total non-current and current) amounted to PLN 2,591,489 thousand, which is a decrease compared to the end of December 2016 by PLN 146,911 thousand (i.e. by 5.4%).
The debt ratio amounted to 58.2% as at 31 March 2017 (at the end of December 2016 to 60.8%). The consolidated net debt of the Group amounted to PLN 1,279,875 thousand as at 31 March 2017 and increased in comparison to the balance as at the end of December 2016 by PLN 83,377 thousand.
The Group's sources of debt financing include: issued domestic bonds, term loan, revolving credit as well as lease liabilities. Additional information about the management of financial resources is provided in item 4.6. of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2016, published on 20 March 2017.
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | Change 2017/2016 | |
|---|---|---|---|
| Net cash from operating activities | (21,027) | 65,796 | - |
| Net cash from investment activities | (102,099) | (134,550) | 24.1% |
| Net cash from financial activities | (2,221) | (1,842) | (20.6%) |
| Total net cash flows | (125,347) | (70,596) | (77.6%) |
| free cash flows | (123,126) | (68,754) | (79.1%) |
Total net cash flows in the first quarter of 2017 was negative and amounted to PLN 125,347 thousand. Compared to the same period of the previous year, the cash flows generated by the Group were lower by PLN 54,751 thousand. Cash flows from operating activities were negative. They amounted to PLN 21,027 thousand and decreased as compared to the same period in 2016 by PLN 86,823 thousand. This balance resulted primarily from a change in working capital and provisions.
During the first quarter of 2017, the net cash flows from investing activities were negative, which was mainly the result of expenses for an investment programme implemented by the Group. Net cash from financing activities was negative and amounted to PLN 2,221 thousand. In comparison to 2016, they were lower by PLN 7,140 thousand.
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | |
|---|---|---|
| Financial surplus ((net profit/(loss) on continuing operations + depreciation) | 137,654 | 155,366 |
| Other adjustments to net profit/(loss) on continuing operations | 16,315 | 24,711 |
| Adjusted financial surplus (1+2) | 153,969 | 180,077 |
| Change in working capital | (174,996) | (114,281) |
| Net cash from operating activities (3+4) | (21,027) | 65,796 |
| Net cash from investing activities | (102,099) | (134,550) |
| Free cash flow (5+6) | (123,126) | (68,754) |
During the first quarter of 2017, the CIECH Group generated negative free cash flows i.e. it was unable to finance its capital expenditure with cash flows from operating activities.
Liquidity ratios as at 31 December 2017 increased as compared to their level as at 31 December 2016. The current ratio, calculated as the ratio of total current assets to total current liabilities, amounted to 1.32 as at 31 March 2017, while the quick liquidity ratio amounted to 0.97.
| 31.03.2017 | 31.12.2016 | |
|---|---|---|
| Current ratio | 1.32 | 1.24 |
| Quick ratio | 0.97 | 0.95 |
As at the end of the first quarter of 2017, working capital, defined as the difference between current assets and short-term liabilities, adjusted by relevant balance sheet items (cash and cash equivalents and short-term loans) was positive and amounted to PLN 162,883 thousand, which is an increase by PLN 188,665 thousand compared to the end of 2016.
| 31.03.2017 | 31.12.2016 | |
|---|---|---|
| 1. Current assets, including: | 1,275,841 | 1,292,377 |
| Inventory | 336,595 | 299,265 |
| Trade receivables and services and advances for deliveries | 376,696 | 298,449 |
| 2. Cash and cash equivalents and short-term investments | 355,014 | 474,340 |
| 3. Adjusted current assets (1-2) | 920,827 | 818,037 |
| 4. Current liabilities, including: | 969,409 | 1,042,886 |
| Trade liabilities and advances taken | 314,213 | 368,937 |
| 5. Short-term credits and other current financial liabilities* | 211,465 | 199,067 |
| 6. Adjusted current liabilities (4-5) | 757,944 | 843,819 |
| 7. Working capital including short-term credits(1-4) | 306,432 | 249,491 |
| 8. Working capital (3-6) | 162,883 | (25,782) |
* Other current financial liabilities include current bond liabilities, current finance lease liabilities + current derivative liabilities + factoring liabilities.
During the first quarter of 2017, profitability ratios of the CIECH Group in respect of the continuing operations were at a lower level than in the first quarter of 2016.
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | Change 2017/2016 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Gross return on sales | 24.5% | 28.9% | (4.3%) |
| Return on sales | 13.8% | 18.5% | (4.7%) |
| EBIT margin | 14.1% | 18.2% | (4.1%) |
| EBITDA margin | 20.7% | 24.6% | (3.9%) |
| Adjusted EBIT margin | 14.1% | 18.5% | (4.4%) |
| Adjusted EBITDA margin | 20.8% | 25.0% | (4.2%) |
| Net return on sales (ROS) | 8.7% | 12.4% | (3.7%) |
| Return on assets (ROA) | 1.8% | 2.3% | (0.5%) |
| Return on equity (ROE) | 4.2% | 5.8% | (1.6%) |
| Earnings/(loss) per share (in PLN) from continuing operations | 1.48 | 1.94 | (0.46) |
EBITDA (A) – Adjusted EBITDA – excluding one-off events reported in particular quarters. Source: CIECH S.A
The debt ratio decreased in comparison to December 2016 and amounts to 58.2%. At the same time, the relative level of net debt did not change significantly as compared to the end of 2016. The ratio adjusted by one-off events is at a lower level in comparison to the previous year.
| 31.03.2017 | 31.12.2016 | |
|---|---|---|
| Loans, borrowings and debt securities – bonds issued | 1,505,011 | 1,506,818 |
| Financial lease liabilities | 28,848 | 23,693 |
| Factoring liabilities | 30,391 | 27,502 |
| Net valuation of liabilities due to derivative instruments | 5,551 | 52,854 |
| Gross debt | 1,569,801 | 1,610,867 |
| Cash and cash equivalents | 289,926 | 414,369 |
| Net debt | 1,279,875 | 1,196,498 |
| 31.03.2017 | 31.12.2016 | Change 2017/2016 | |
|---|---|---|---|
| Debt ratio | 58.2% | 60.8% | (2.6) p.p. |
| Long term debt ratio | 36.4% | 37.7% | (1.2) p.p. |
| Debt to equity ratio | 139.2% | 155.3% | (16.0) p.p. |
| Equity to assets ratio | 41.8% | 39.2% | 2,7 p.p. |
| 31.03.2017 | 31.12.2016 | Change 2017/2016 | |
|---|---|---|---|
| Gross debt | 1,569,801 | 1,610,867 | (2.5%) |
| Net debt | 1,279,875 | 1,196,498 | 7.0% |
| EBITDA annualized | 866,609 | 883,794 | (1.9%) |
| Adjusted EBITDA (annualised) | 857,248 | 876,832 | (2.2%) |
| Net debt / EBITDA annualized | 1.5 | 1.4 | 9.1% |
| Net debt / Adjusted EBITDA (annualised) | 1.5 | 1.4 | 9.4% |
| Gross debt / EBITDA annualised | 1.8 | 1.8 | (0.6%) |
| Gross debt / Adjusted EBITDA (annualised) | 1.8 | 1.8 | (0.3%) |
The CIECH Group is consistently reducing its net debt in relation to adjusted EBITDA. The strategic objective is to achieve the net debt to EBITDA ratio below 1 in 2019.
Debt financing of the Group in the form of bonds and loans is composed of:
Detailed information about loan and bond liabilities is disclosed in item 4.6.1 of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2016, published on 20 March 2017.
In the opinion of the Management Board of CIECH S.A. in further months of 2017 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:
continuous process of improving business and operational processes in all companies of the CIECH Group.
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 details in item 3.4 of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2016, published on 20 March 2017.
During the first quarter of 2017, no new risks occurred, and the previously identified factors have not changed significantly. In the first quarter of 2017, 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 EUR and USD as at 31 March 2017 due to financial instruments (for EUR – excluding figures of the SDC Group and Ciech Group Financing AB, because EUR is their functional currency):
| Exposure to currency risk | EUR ('000) | USD ('000) | Impact on the statement of profit or loss |
Impact on statement of other comprehensive income* |
|---|---|---|---|---|
| Assets | ||||
| Borrowings granted sensitive to FX rate changes | 46,821 | - | x | |
| Trade and other receivables | 21,749 | 20,572 | x | |
| Cash including bank deposits | 18,082 | 1,723 | x | |
| Liabilities | ||||
| Trade and other liabilities | (17,692) | (5,422) | x | |
| Term loan liabilities | (69,773) | - | x | |
| Hedging instruments: Forward | (47,920) | (26,750) | x | |
| Hedging instruments: CIRS (forward transactions isolated as part of decomposition of CIRS) |
(246,781) | - | x | |
| Total exposure | (295,514) | (9,877) |
* 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 statement of financial position items to exchange rate changes as at 31 March 2017.
| Analysis of sensitivity to foreign exchange rate changes – EUR |
('000 PLN)* | Impact on the statement of profit or loss |
Impact on statement of other comprehensive income |
|---|---|---|---|
| EUR | |||
| Currency balance sheet items | (8) | 690 | (698) |
| Hedging instruments: Forward and CIRS | (2,947) | - | (2,947) |
| USD | |||
| Currency balance sheet items | 169 | 169 | - |
| Hedging instruments: Forward | (268) | - | (268) |
* Increase of EUR/PLN or USD/PLN exchange rate by 1 grosz.
The CIECH Group applies hedge accounting. As regards hedging currency risk, there were no changes in the presentation or valuation compared to previous period.
The CIECH Group did not publish any forecasts for 2017.
The CIECH Group business is largely based on the production and sales of chemical products used as raw materials and semifinished goods in a wide range of industries, including the glass, detergent, furniture, automotive, construction, food, agricultural, pharmaceutical, chemical and consumer goods industries. The demand for the CIECH Group customers' products depends on a number of factors, including general economic conditions.
Costs of labour and energy, interest rates and other macroeconomic factors also have a significant impact on the Group's operations. Due to the fact that a significant portion of the Group's revenue and expenses is generated in foreign currencies, changes in exchange rates also affect its financial performance.
As a result, the volume and profitability of the CIECH Group companies' sales depend on these variables as well as on the economic situation in Poland, Europe, and worldwide.
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 resins 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 sold industrial output at constant prices during the first quarter of 2017 increased by 7.3% as compared with the corresponding period of the previous year (in 2016 — an increase of 3.0%). 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 6.7%); rubber and resins products (increase by 10.2%); manufacture of motor vehicles (increase by 12.1%); manufacture of furniture (increase by 9.1%); manufacture of food (increase by 8.1%); construction and assembly production (increase by 3.9%).
In the past year, some weakening of economic situation in the Polish economy was noted (estimated GDP growth of 2.7% in 2016, compared to 3.3% in 2014 and 3.9% in 2015). Despite of this fact, Polish GDP growth rates were and should still be significantly higher than the average rates for the European Union.
A slight improvement of economic situation in Poland is expected in 2017 (the European Commission projects that GDP growth will amount to 3.2%). 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.
According to the forecasts of International Monetary Fund, in 2017 the dynamics of global economic development should speed up slightly (increase in GDP by 3.5% vs. 3.1% in 2016). A strong increase in dynamics is expected in the U.S. (up to 2.3% from 1.6% in the previous year). The largest Asian economies will grow relatively quickly (India, China, and ASEAN countries, for which the GDP growth indicators should be, respectively: 7.2%, 6.6%, 5.0%). Among large economies, the worst conditions will be observed in Russia and Brazil; any recession in these countries in 2015–2016 should be already gone (expected increases in GDP by 1.4% and 0.2% respectively). In turn, the European Union will witness the slow-down of development (GDP growth of 1.8% in 2017 vs. 2.0% forecast in 2016).
For the chemical sector, the American Chemical Chamber (ACC) assumes that after a moderate increase in the chemical production in 2016 (by 2.2%), the following years will indicate a certain growth in productivity: by 2.9% in 2017 and by 3.3% in 2018. In the case of USA, this growth should reach 3.3% in 2017, and 4.3% in 2018. The European Council of Chemical Industry (CEFIC) forecasts that after a period of clear stagnation in 2016, the year 2017 will bring an increase in the chemical production by only 0.5%.
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 2.1%-2.2% in the years 2017–2019 (from less than 2% in 2014-2016).
| Factors | Description |
|---|---|
| Due to the fact that costs of raw materials account for a large share of total costs of the Group, the situation on certain raw material markets (availability and price) significantly affects the CIECH Group's activities and financial performance. Price and availability of raw materials depends largely on economic and political developments across the globe. |
|
| Economic situation on raw material market |
Hard coal – situation on the market depends on a number of macroeconomic factors. The largest producer of hard coal in the European Union is Poland, but EU's import of coal (primarily form Russia, Columbia, USA and Australia) is nearly two times higher than production. Most of the coal imported to the EU is power coal, i.e. coal used by the CIECH Group in the production of heat in soda plants in Poland. Despite the fact that the Group buys it usually from Polish mines, the price of hard coal in Poland depends on the European and global situation in the area of demand and supply. |
| Coke – coke prices depend primarily on prices of coking coal, from which it is produced. The largest global producer of coke is China which, at the same time, is one of the largest consumers of this raw material. In Europe, coke is produced mainly in Poland and the Czech Republic. |
|
| Oil-derivative raw materials – used primarily in the organic segment, are linked to oil prices. Oil prices depend primarily on macroeconomic and political factors which translate into global demand and supply situation. |
|
| Exchange rates of Polish zloty (PLN) and Romanian leu (RON) to |
The CIECH Group's main source of exposure to foreign currency risk is related to EUR and USD in which export sales are denominated. Weakening of PLN and RON (in which significant costs are incurred) in relation to EUR and USD (in which a material portion of sales is made) has a positive impact on the CIECH Group's financial performance. |
| euro (EUR) and US dollar (USD) |
The Group applies natural hedging and hedging instruments. The Group's net exposure in the 1st quarter of 2017 was: EUR -295.5 million and USD -9.9 million. |
| Volume of chemical products' production capacity on markets where the CIECH Group operates |
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 CIECH Group's business can be significantly affected by the extension of soda ash and sodium bicarbonate production capacity in Turkey. This will change the current global supply and demand situation in the short-term, increasing the supply of soda in the market and decreasing prices in Europe and neighboring regions which may have a negative impact on the Group's financial performance. |
|
| REACH system implementation | |
| 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. |
|
| Environmental | Emission trading system |
| requirements | Production companies of the CIECH Group are included in the emission trading system. External 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. 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 shares of CIECH S.A. are listed on Warsaw Stock Exchange and 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.
As of the date of publishing the previous financial statements (i.e. the date of publication of the Consolidated Financial Statements of the CIECH Group for 2016, announced on 20 March 2017), CIECH S.A. has not received any information about a change in interests held by shareholders in the total number of shares. Therefore, to the best knowledge of CIECH S.A., as at the day of approving these statements, shareholders holding significant blocks of shares (at least 5%) include the following entities:
| Shareholder | Type of shares |
Number of shares |
Number of votes at the General Meeting of Shareholders |
Share in the total number of votes at the General Meeting of Shareholders |
Stake in share capital (%) |
|---|---|---|---|---|---|
| KI Chemistry s. à r. l. | |||||
| with its registered office in Luxembourg* |
Ordinary bearer |
26,952,052 | 26,952,052 | 51.14% | 51.14% |
| TFI PZU Funds** | Ordinary bearer |
6,428,681 | 6,428,681 | 12.20% | 12.20% |
| Nationale-Nederlanden Otwarty Fundusz Emerytalny*** |
Ordinary bearer |
3,000,000 | 3,000,000 | 5.69% | 5.69% |
| Other | Ordinary bearer |
16,319,176 | 16,319,176 | 30.97% | 30.97% |
* In accordance with 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).
** In accordance with information dated 28 February 2017 provided by Shareholder under Article 70(1) of the Act on Public Offering (...) – purchase or disposal of a significant block of shares (CR 4/2017).
*** On the basis of the list of entities 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.
Mr Artur Osuchowski – Member of the Management Board of CIECH S.A., held 65,195 shares of CIECH S.A. as at 31 March 2017. Other Management Board Members of CIECH S.A. and Supervisory Board Members of CIECH S.A. did not hold any shares of the Company.
Managers and supervisors of CIECH S.A. as at 31 March 2017 did not hold any shares in other companies of the CIECH Group and this situation did not change in the period from the publication of the Consolidated Financial Statements of the CIECH Group for 2016, i.e. from 20 March 2017.
As at 31 March 2017, 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, body appropriate for arbitration proceedings or public administration bodies represents less than 10% of CIECH S.A.'s equity.
As at 31 March 2017, 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, body appropriate for arbitration proceedings or public administration bodies represents less than 10% of CIECH S.A.'s equity.
Information about loan or borrowing sureties or guarantees is presented in item 2.13 hereof.
As at 31 March 2017, CIECH S.A. was the obliged party in the letter of support (Patronatserklärung) regarding CIECH Soda Deutschland GmbH&Co. KG seated in Staßfurt (CSD) granted to RWE Gasspeicher GmbH ("RWE") relating to liabilities of CSD resulting from the agreement dated 5 May 2009 on salt caverns construction for the purpose of natural gas storage on the Staßfurt mining field according to which CSD received payments of EUR 34.8 million from RWE by 31 March 2017. In the letter of support, CIECH S.A. has committed, among other things, to ensure that CSD will have sufficient funds to fulfil its financial commitments against RWE resulting from the above-mentioned agreement.
As on the date of the financial statements, in five polish companies of the CIECH Group were undergoing tax audits. The aim of the audits is to review the accuracy of the declared tax base and the correctness of calculations and payments of corporate income tax for the year 2015 or 2013. In the case of the three companies, the audit is in progress and as on the publication date of the financial statements the result of the audit is unknown. Two of the audited companies received the audit reports. In the reports, the auditors point out, among other things, that the companies underestimated their revenue with respect to the settlement of result on owned shares in a partnership for the total amount of PLN 69 mln.
The companies have submitted objections to the audit reports or their parts. In response to the reported objections, the auditors, in the case of one of the companies upheld their position, and in the second case, adhere to the company's position in the part of the objections raised. The Management Boards of the companies and their tax advisors do not agree with the findings set out in the audit reports.
However, if tax proceedings are instituted and a decision is taken, in which, in case of one of the companies all the findings presented in the Protocol will be accepted, and in the second case all the findings presented in the reply to the objections, it might be necessary to pay by these companies the tax liabilities in the total amount of PLN 6.4 mln as estimated by the auditors plus interest for delay from 1 April 2016.
Information on transactions with related entities is presented in item 2.11 hereof.
4
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | |
|---|---|---|
| CONTINUING OPERATIONS | ||
| Sales revenues | 600,701 | 529,928 |
| Cost of sales | (477,734) | (405,027) |
| Gross profit/(loss) on sales | 122,967 | 124,901 |
| Other operating income | 1,062 | 766 |
| Selling costs | (49,256) | (38,649) |
| General and administrative expenses | (12,823) | (12,149) |
| Other operating expenses | (656) | (1,156) |
| Operating profit/(loss) | 61,294 | 73,713 |
| Financial income | 64,442 | 9,083 |
| Financial expenses | (20,542) | (23,399) |
| Net financial income/(expenses) | 43,900 | (14,316) |
| Profit/(loss) before tax | 105,194 | 59,397 |
| Income tax | (19,394) | (10,232) |
| Net profit/(loss) on continuing operations | 85,800 | 49,165 |
| DISCONTINUED OPERATIONS | ||
| Net profit/(loss) on discontinued operations | - | - |
| Net profit / (loss) for the period | 85,800 | 49,165 |
| Earnings/(loss) per share (in PLN): | ||
| Basic | 1.63 | 0.93 |
| Diluted | 1.63 | 0.93 |
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | |
|---|---|---|
| Net profit/(loss) on continuing operations | 85,800 | 49,165 |
| Net profit/(loss) on discontinued operations | - | - |
| Net profit / (loss) for the period | 85,800 | 49,165 |
| Other comprehensive income before tax that may be reclassified to statement of profit or loss |
11,854 | (3,061) |
| Cash flow hedge | 11,854 | (3,061) |
| Other comprehensive income before tax that may not be reclassified to statement of profit or loss |
- | - |
| Income tax attributable to other comprehensive income | (2,199) | 582 |
| Income tax attributable to other comprehensive income that may be reclassified to statement of profit or loss |
(2,199) | 582 |
| Other comprehensive income net of tax | 9,655 | (2,479) |
| TOTAL COMPREHENSIVE INCOME | 95,455 | 46,686 |
| 31.03.2017 | 31.12.2016 | |
|---|---|---|
| ASSETS | ||
| Property, plant and equipment | 11,438 | 11,362 |
| Intangible assets | 14,155 | 9,251 |
| Long-term financial assets | 2,522,623 | 2,474,312 |
| Deferred income tax assets | 75,871 | 98,257 |
| Total non-current assets | 2,624,087 | 2,593,182 |
| Inventory | 42,192 | 37,450 |
| Short-term financial assets | 295,798 | 232,022 |
| Income tax receivables | 826 | 807 |
| Trade and other receivables | 389,419 | 393,904 |
| Cash and cash equivalents | 238,356 | 342,607 |
| Total current assets | 966,591 | 1,006,790 |
| Total assets | 3,590,678 | 3,599,972 |
| EQUITY AND LIABILITIES | ||
| Share capital | 287,614 | 287,614 |
| Share premium | 470,846 | 470,846 |
| Cash flow hedge | 4,535 | (5,120) |
| Actuarial gains | 132 | 132 |
| Other reserve capitals | 76,199 | 76,199 |
| Retained earnings | 552,895 | 467,095 |
| Total equity | 1,392,221 | 1,296,766 |
| Loans, borrowings and other debt instruments | 1,332,538 | 1,345,973 |
| Other non-current liabilities | 69,876 | 120,929 |
| Employee benefits provisions | 449 | 447 |
| Total non-current liabilities | 1,402,863 | 1,467,349 |
| Loans, borrowings and other debt instruments | 320,272 | 348,889 |
| Trade and other liabilities | 432,960 | 443,963 |
| Income tax liabilities | 5,658 | 6,294 |
| Employee benefits provisions | 302 | 313 |
| Other provisions | 36,402 | 36,398 |
| Total current liabilities | 795,594 | 835,857 |
| Total liabilities | 2,198,457 | 2,303,206 |
| Total equity and liabilities | 3,590,678 | 3,599,972 |
| 01.01.-31.03.2017 | 01.01.-31.03.2016 | |
|---|---|---|
| Cash flows from operating activities | ||
| Net profit /(loss) for the period | 85,800 | 49,165 |
| Adjustments | ||
| Amortisation/depreciation | 1,090 | 1,078 |
| Recognition of impairment allowances | - | (1,088) |
| Foreign exchange (profit) /loss | (4,712) | 250 |
| (Profit) / loss on disposal of property, plant and equipment | (95) | - |
| Dividends and interest | 2,561 | 7,302 |
| Income tax payable/(receivable) | 19,394 | 10,232 |
| Change in liabilities due to loan arrangement fee | 694 | 567 |
| Valuation of derivative instruments | (49,842) | (1,317) |
| Cash from operating activities before changes in working capital and provisions | 54,890 | 66,189 |
| Change in receivables | 12,353 | (87,545) |
| Change in inventory | (4,741) | (5,969) |
| Change in current liabilities | (9,757) | (1,736) |
| Change in provisions and employee benefits | (4) | (1,791) |
| Cash generated from operating activities | 52,741 | (30,852) |
| Interest paid | (378) | (254) |
| Income tax paid/returned | 185 | - |
| Net cash from operating activities | 52,548 | (31,106) |
| Cash flows from investment activities | ||
| Disposal of a subsidiary | - | 2,931 |
| Disposal of intangible assets and property, plant and equipment | 95 | 1 |
| Dividends received | 42 | - |
| Interest received | 1,929 | 1,656 |
| Proceeds from cash-pooling facility | - | 27,138 |
| Proceeds from repaid borrowings | 14,497 | 11,314 |
| Acquisition of intangible assets and property, plant and equipment | (953) | (3,012) |
| Expenditures on increase and extra contribution to capital | (4,500) | - |
| Borrowings paid out | (50,231) | (113,475) |
| Cash-pooling outflows | (77,405) | - |
| Net cash from investment activities | (116,526) | (73,447) |
| Cash flows from financial activities | ||
| Proceeds from loans and borrowings | 24,000 | - |
| Proceeds from cash-pooling facility | - | 15,740 |
| Repayment of loans and borrowings | (447) | - |
| Cash-pooling outflows | (64,730) | - |
| Net cash from financial activities | (41,177) | 15,740 |
| Total net cash flows | (105,155) | (88,813) |
| Cash and cash equivalents as at the beginning of the period | 342,607 | 174,745 |
| Impact of foreign exchange differences | 904 | 39 |
| Cash and cash equivalents as at the end of the period | 238,356 | 85,971 |
| Share capital | Share premium | Cash flow hedge | Other reserve capitals |
Actuarial gains | Retained earnings | Total equity | |
|---|---|---|---|---|---|---|---|
| 01.01.2016 | 287,614 | 470,846 | (2,335) | 76,199 | 50 | 464,849 | 1,297,223 |
| Transactions with shareholders recognised directly in equity |
- | - | - | - | - | - | - |
| Total comprehensive income | - | - | (2,479) | - | - | 49,165 | 46,686 |
| Net profit /(loss) for the period | - | - | - | - | - | 49,165 | 49,165 |
| Other comprehensive income net of tax | - | - | (2,479) | - | - | - | (2,479) |
| 31.03.2016 | 287,614 | 470,846 | (4,814) | 76,199 | 50 | 514,014 | 1,343,909 |
| 01.01.2017 | 287,614 | 470,846 | (5,120) | 76,199 | 132 | 467,095 | 1,296,766 |
| Transactions with shareholders recognised directly in equity |
- | - | - | - | - | - | - |
| Total comprehensive income | - | - | 9,655 | - | - | 85,800 | 95,455 |
| Net profit /(loss) for the period | - | - | - | - | - | 85,800 | 85,800 |
| Other comprehensive income net of tax | - | - | 9,655 | - | - | - | 9,655 |
| 31.03.2017 | 287,614 | 470,846 | 4,535 | 76,199 | 132 | 552,895 | 1,392,221 |
5
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. 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 31 March 2017 and as at 31 December 2016, results of the Company's operations and cash flows for the period of 3 months ended 31 March 2017 and 31 March 2016, and were approved by the Management Board of CIECH S.A. on 15 May 2017.
These condensed interim 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 interim 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 interim condensed separate financial statements, including corresponding figures, have been prepared in accordance with the generally accepted accounting principles and that they represent a true, accurate and fair reflection of CIECH S.A.'s financial position and the results of operations.
These interim condensed separate financial statements should be read together with the interim condensed consolidated financial statements of the CIECH Group for the 3-month period ended 31 March 2017.
The CIECH S.A.'s accounting principles are described in the Financial Statements of CIECH S.A. for 2016, published on 20 March 2017. The aforementioned Financial Statement include 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 in the presentation of support services provided by CIECH S.A. to the Group companies within segment reporting — at present, all revenues and expenses from support services are presented under relevant segments within which the services are provided, whereas previously they were reported mainly in the "Other activities" segment.
In the presented periods, there were no significant revisions to the estimates.
| EBITDA (%) | (operating profit + amortization/depreciation for a given period)/ net revenues from sales of products, services, goods and materials in a given period |
|---|---|
| Adjusted EBITDA (%) | EBITDA excluding one-off events, the more important of which were described in item 2.5 / net revenues from sales of products, services, goods and materials for a given period |
| Annualised EBITDA (%) | EBITDA for the 12-month period ended on the balance sheet date |
| gross return on sales | gross profit on sales for a given period / net revenues from sales of products, services, goods and materials for a given period |
| return on sales | profit for a given period / net revenues from sales of products, services, goods and materials for a given period |
| EBIT margin | operating profit for a given period / net revenues from sales of products, services, goods and materials for a given period |
| EBITDA margin | (operating profit + amortization/depreciation for a given period)/ net revenues from sales of products, services, goods and materials in a given period |
| adjusted EBIT margin | operating profit for a given period excluding one-off events, the more important of which were described in section 2.5 / net revenues from sales of products, services, goods and materials for a given period |
| adjusted EBITDA margin | EBITDA excluding one-off events, the more important of which were described in section 2.5 / net revenues from sales of products, services, goods and materials for a given period |
| net return on sales (ROS) | net profit for a given period / net revenues from sales of products, services, goods and materials for a given period |
| return on assets (ROA) | net profit for a given period/total assets at the end of a given period |
| return on equity (ROE) | net profit for a given period/total equity at the end of a given period |
| debt ratio | the ratio of current and non-current liabilities to total assets; measures the share of external funds in financing of a 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 of 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 of a company's activity |
| net financial liabilities | liabilities from loans, bonds, borrowings (plus overdraft) and other debt instruments (finance lease + liabilities from net negative valuation of derivatives calculated separately for each derivative + reverse factoring liabilities + factoring liabilities) less cash and cash equivalents |
| gross financial liabilities | liabilities from loans, bonds, borrowings (plus overdraft) and other debt instruments (finance lease + liabilities from net negative valuation of derivatives calculated separately for each derivative + reverse factoring liabilities + factoring liabilities) |
This Extended consolidated quarterly report of the CIECH Group for the first quarter of 2017 was approved by the Management Board of CIECH S.A. at its registered office on 15 May 2017.
Warsaw, 15 May 2017
(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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