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Ciech S.A.

Quarterly Report Nov 21, 2018

5563_rns_2018-11-21_6394dd4b-896e-4d78-8842-504cb3503f74.pdf

Quarterly Report

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We are providing a courtesy English translation of our financial statements which were originally written in Polish. We take no responsibility for the accuracy of our translation. For an accurate reading of our financial statements, please refer to the Polish language version of our financial statements.

in thousand PLN in thousand EUR
SELECTED FINANCIAL DATA 9 months ended
30.09.2018
9 months ended
30.09.2017
9 months ended
30.09.2018
9 months ended
30.09.2017
Sales revenues 2,701,906 2,617,650 635,219 614,963
Operating profit/(loss) 286,608 381,443 67,382 89,612
Profit/(loss) before tax 262,736 332,668 61,769 78,153
Net profit / (loss) for the year 199,724 256,309 46,955 60,214
Net profit/(loss) attributable to shareholders of
the parent company
199,335 255,947 46,864 60,129
Net profit/(loss) attributed to non-controlling
interest
389 362 91 85
Other comprehensive income net of tax 16,634 13,830 3,911 3,249
Total comprehensive income 216,358 270,139 50,866 63,463
Cash flows from operating activities 352,769 366,689 82,936 86,146
Cash flows from investment activities (468,070) (255,648) (110,043) (60,059)
Cash flows from financial activities (207,606) (5,626) (48,808) (1,322)
Total net cash flows (322,907) 105,415 (75,915) 24,765
Earnings (loss) per ordinary share (in PLN/EUR) 3.78 4.86 0.89 1.14
as at 30.09.2018 as at 31.12.2017 as at 30.09.2018 as at 31.12.2017
Total assets 4,672,271 4,643,511 1,093,850 1,113,311
Non-current liabilities 1,614,365 1,369,282 377,948 328,294
Current liabilities 1,056,340 1,089,584 247,305 261,235
Total equity 2,001,566 2,184,645 468,597 523,782
Equity attributable to shareholders of the parent 2,004,009 2,187,596 469,169 524,490
Non-controlling interest (2,443) (2,951) (572) (708)
Share capital 287,614 287,614 67,335 68,957

CIECH GROUP — SELECTED CONSOLIDATED FINANCIAL DATA

CIECH S.A. — SELECTED SEPARATE FINANCIAL DATA

in PLN thousand in EUR thousand
SELECTED FINANCIAL DATA 9 months ended
30.09.2018
9 months ended
30.09.2017
9 months ended
30.09.2018
9 months ended
30.09.2017
Sales revenues 1,787,413 1,763,202 420,222 414,228
Operating profit/(loss) 117,157 175,845 27,544 41,311
Profit/(loss) before tax 92,193 213,186 21,675 50,084
Net profit / (loss) for the period 72,449 175,576 17,033 41,248
Other comprehensive income net of tax (3,248) 9,124 (764) 2,143
Total comprehensive income 69,201 184,700 16,269 43,391
Cash flows from operating activities 15,259 208,911 3,587 49,079
Cash flows from investment activities (125,129) (138,651) (29,418) (32,573)
Cash flows from financial activities (196,605) 12,060 (46,222) 2,833
Total net cash flows (306,475) 82,320 (72,053) 19,339
as at 30.09.2018 as at 31.12.2017 as at 30.09.2018 as at 31.12.2017
Total assets 3,556,955 3,652,664 832,737 875,749
Non-current liabilities 1,437,050 1,172,446 336,435 281,101
Current liabilities 914,107 931,190 214,006 223,259
Total equity 1,205,798 1,549,028 282,296 371,389
Share capital 287,614 287,614 67,335 68,957

The above selected financial data were converted into PLN in accordance with the following principles:

  • items in the consolidated statement of financial position were converted using the average exchange rate determined by the National Bank of Poland on the last day of the reporting period;
  • items in the consolidated statement of profit or loss, consolidated statement of other comprehensive income and consolidated statement of cash flows were converted using the exchange rate constituting the arithmetic mean of rates determined by the National Bank of Poland on the last day of each calendar month of the reporting period.
as at 30.09.2018 as at 31.12.2017 9 months ended 30.09.2018 9 months ended 30.09.2017
1 EUR = 4.2714 PLN 1 EUR = 4.1709 PLN 1 EUR = 4.2535 PLN 1 EUR = 4.2566 PLN

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE 9-MONTH PERIOD ENDED 30 SEPTEMBER 2018

PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

TABLE OF CONTENTS

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
2.2.1. CHANGES IN INTERNATIONAL FINANCIAL REPORTING STANDARDS 12
2.3. FUNCTIONAL AND REPORTING CURRENCY 17
2.4. SEASONALITY AND CYCLICALITY OF ACTIVITY OF THE CIECH GROUP 17
2.5. SEGMENT REPORTING 17
2.6. PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS 22
2.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 25
2.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS 26
2.8.1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE 26
2.8.2. FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE 27
2.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT
AND EQUIPMENT 27
2.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS 28
2.11. INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES 29
2.12. ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP 29
2.13. CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES 29
2.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES 30
2.15. INFORMATION ON POST-BALANCE-SHEET EVENTS 30
3. OTHER NOTES TO THE CONSOLIDATED QUARTERLY REPORT 31
3.1. DESCRIPTION OF THE CIECH GROUP'S ORGANISATION 31
3.2. INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES 34
3.3. SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP DURING THREE QUARTERS OF 2018 34
3.4. THE MOST IMPORTANT EVENTS IN THE CIECH GROUP DURING THREE QUARTERS OF 2018 36
3.5. REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP 37
3.5.1. BASIC FINANCIAL DATA 37
3.5.2. SALES REVENUES 38
3.5.3. PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS) 39
3.5.4. FINANCING ACTIVITIES AND NET PROFIT/LOSS 40
3.5.5. ASSET POSITION OF THE CIECH GROUP 40
3.5.6. CASH POSITION OF THE CIECH GROUP 41
3.5.7. WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP 42
3.6. SIGNIFICANT RISK FACTORS 45
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 45
3.8. FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT QUARTER 46
3.9. CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING 47
3.10. CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD 48
3.11. LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY 49
3.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP 49
3.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP 49
3.12. LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY 49
3.13. INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED PARTIES 50
4. QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY, CIECH S.A 52
CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 52
CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A. 53
CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A. 54
CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A. 55
CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A. 56
5. EXPLANATORY NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 57
5.1. BASIS OF PREPARATION 57
5.2. ADOPTED ACCOUNTING PRINCIPLES 57
5.2.1. CHANGES IN INTERNATIONAL FINANCIAL REPORTING STANDARDS 57
5.3. CHANGES IN ESTIMATES 61
RATIO CALCULATION METHODOLOGY 62
REPRESENTATION OF THE MANAGEMENT BOARD 63

1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION

CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS OF THE CIECH GROUP

1

01.01.-30.09.2018 01.01.-30.09.2017 01.07.-30.09.2018 01.07.-30.09.2017
CONTINUING OPERATIONS
Sales revenues 2,701,906 2,617,650 882,731 836,290
Cost of sales (2,121,926) (1,982,180) (717,006) (640,340)
Gross profit/(loss) on sales 579,980 635,470 165,725 195,950
Other operating income 59,948 61,575 12,803 29,126
Selling costs (204,878) (189,497) (70,792) (60,089)
General and administrative expenses (113,720) (98,445) (34,371) (33,247)
Other operating expenses (34,722) (27,660) (13,034) (8,874)
Operating profit/(loss) 286,608 381,443 60,331 122,866
Financial income 14,203 6,372 (7,113) 3,023
Financial expenses (38,266) (55,309) (13,741) (11,220)
Net financial income/(expenses) (24,063) (48,937) (20,854) (8,197)
Share of profit / (loss) of equity-accounted investees 191 162 178 (12)
Profit/(loss) before tax 262,736 332,668 39,655 114,657
Income tax (63,012) (76,359) (12,740) (29,502)
Net profit/(loss) on continuing operations 199,724 256,309 26,915 85,155
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - - -
Net profit / (loss) for the year 199,724 256,309 26,915 85,155
including:
Net profit/(loss) attributable to shareholders of the
parent company
199,335 255,947 26,843 85,003
Net profit/(loss) attributed to non-controlling interest 389 362 72 152
Earnings per share (in PLN):
Basic 3.78 4.86 0.51 1.62
Diluted 3.78 4.86 0.51 1.62

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.

CONDENSED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME OF THE CIECH GROUP

01.01.-30.09.2018 01.01.-30.09.2017 01.07.-30.09.2018 01.07.-30.09.2017
Net profit / (loss) 199,724 256,309 26,915 85,155
Other comprehensive income before tax that
may be reclassified to the statement of profit
or loss
13,761 23,306 35,971 (3,713)
Currency translation differences (foreign
companies)
4,966 (11,662) (12,133) 2,607
Cash flow hedge reserve 9,601 34,966 48,095 (6,322)
Costs of hedging reserve (806) - 9 -
Other components of other comprehensive
income
- 2 - 2
Other comprehensive income before tax that
may not be reclassified to the statement of
profit or loss
- - - -
Income tax attributable to other
comprehensive income
2,873 (9,476) (7,258) 3,188
Income tax attributable to other comprehensive
income that may be reclassified to the
statement of profit or loss
2,873 (9,476) (7,258) 3,188
Other comprehensive income net of tax 16,634 13,830 28,713 (525)
Comprehensive income including attributable
to:
216,358 270,139 55,628 84,630
Shareholders of the parent company 215,850 269,824 55,639 84,462
Non-controlling interest 508 315 (11) 168

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.

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION OF THE CIECH GROUP

30.09.2018 31.12.2017
ASSETS
Property, plant and equipment 2,791,498 2,712,252
Right of perpetual usufruct 29,752 30,069
Intangible assets, including: 371,843 169,758
- goodwill 178,907 61,373
Investment property 38,797 44,268
Non-current receivables 68,625 81,678
Investments in associates and jointly-controlled entities measured under the equity
method
5,196 5,095
Long-term financial assets 44,503 54,432
Deferred income tax assets 81,454 107,411
Total non-current assets 3,431,668 3,204,963
Inventory 404,957 364,517
Short-term financial assets 62,972 57,979
Income tax receivables 14,542 13,244
Trade and other receivables 588,906 509,824
Cash and cash equivalents 168,311 489,754
Non-current assets held for sale 915 3,230
Total current assets 1,240,603 1,438,548
Total assets 4,672,271 4,643,511
EQUITY AND LIABILITIES
Share capital 287,614 287,614
Share premium 470,846 470,846
Cash flow hedge reserve 24,124 10,021
Costs of hedging reserve (6,046) -
Actuarial gains 311 311
Other reserve capitals 78,521 78,521
Currency translation reserve (68,004) (73,630)
Retained earnings 1,216,643 1,413,913
Equity attributable to shareholders of the parent 2,004,009 2,187,596
Non-controlling interest (2,443) (2,951)
Total equity 2,001,566 2,184,645
Loans, borrowings and other debt instruments 1,340,684 1,130,482
Finance lease liabilities 17,274 20,145
Other non-current liabilities 123,793 103,567
Employee benefits reserve 11,028 10,789
Other provisions 80,132 71,812
Deferred income tax liability 41,454 32,487
Total non-current liabilities 1,614,365 1,369,282
Loans, borrowings and other debt instruments 213,612 199,437
Finance lease liabilities 3,430 4,743
Trade and other liabilities 722,416 758,581
Income tax liabilities 42,078 47,959
Employee benefits reserve 611 968
Other provisions 74,193 77,896
Total current liabilities 1,056,340 1,089,584
Total liabilities 2,670,705 2,458,866
Total equity and liabilities 4,672,271 4,643,511

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.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS OF THE CIECH GROUP

01.01.-30.09.2018 01.01.-30.09.2017
Cash flows from operating activities
Net profit/(loss) for the period 199,724 256,309
Adjustments
Amortisation/depreciation 198,002 181,777
Recognition of impairment allowances 2,973 639
Foreign exchange (profit) /loss (519) 5,731
Investment property revaluation - (843)
(Profit) / loss on investment activities (14,281) 4,482
(Profit) / loss on disposal of property, plant and equipment (165) (5,159)
Dividends and interest 37,808 20,910
Income tax 63,012 76,359
(Profit) / loss on the settlement of construction contracts (caverns) (2,322) (2,077)
Share of (profit) / loss on equity accounted investees (191) (162)
Change in liabilities due to loan arrangement fee (2,538) 1,958
Valuation of derivatives 57,323 13,018
Ineffective portion of hedge accounting 989 (1,619)
Other adjustments (4,776) (4,791)
Cash from operating activities before changes in working capital and provisions 535,039 546,532
Change in receivables (67,895) (816)
Change in inventory (16,327) (46,618)
Change in current liabilities (63,265) (61,932)
Change in provisions and employee benefits 2,208 (11,219)
Cash generated from operating activities 389,760 425,947
Interest paid (20,063) (25,823)
(Profit) / loss on the settlement of construction contracts (caverns) 19,349 (1,285)
Income tax (paid)/returned (31,056) (32,150)
Expenses for reserch (5,221) -
Net cash from operating activities 352,769 366,689
Cash flows from investment activities
Disposal of a subsidiary - 454
Disposal of intangible assets and property, plant and equipment 2,595 7,954
Disposal of investment property 14,380 -
Dividends received 593 246
Interest received 4,630 3,395
Subsidies received 1,619 1,090
Proceeds from repaid borrowings - 7,049
Acquisition of a subsidiary (after deduction of acquired cash) (159,721) -
Acquisition of intangible assets and property, plant and equipment (308,697) (265,773)
Acquisition of financial assets (120) -
Acquisition of investment property (153) (1,368)
Development expenditures (23,154) (8,689)
Other outflows (42) (6)
Net cash from investment activities (468,070) (255,648)
Proceeds from loans and borrowings 454,394 -
Dividends paid to parent company (395,249) -
Repayment of loans and borrowings (262,117) (438)
Payments of finance lease liabilities (4,575) (5,188)
Other financial outflows (59) -
Net cash from financial activities (207,606) (5,626)
Total net cash flows (322,907) 105,415
Cash and cash equivalents as at the beginning of the period 489,754 414,369
Impact of foreign exchange differences 1,464 2,081
Cash and cash equivalents as at the end of the period 168,311 521,865

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.

CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY OF THE CIECH GROUP

Attributable to shareholders of the parent company Equity
Share
capital
Share
premium
Cash flow hedge
reserve
Costs of
hedging
reserve
Other
reserve
capitals
Actuarial
gains
Currency
translation
reserve
Retained
earnings
attributable to
shareholders of
the parent
Non
controlling
interest
Total equity
31.12.2017 287,614 470,846 10,021 - 78,521 311 (73,630) 1,413,913 2,187,596 (2,951) 2,184,645
Changes in accounting policies - - 2,408 (5,240) - - - (1,356) (4,188) - (4,188)
01.01.2018 287,614 470,846 12,429 (5,240) 78,521 311 (73,630) 1,412,557 2,183,408 (2,951) 2,180,457
Transactions with the owners - - - - - - (395,249) (395,249) - (395,249)
Dividend - - - - - - (395,249) (395,249) - (395,249)
Total comprehensive income for
the period
- - 11,695 (806) - - 5,626 199,335 215,850 508 216,358
Net profit / (loss) for the period - - - - - - - 199,335 199,335 389 199,724
Other comprehensive income - - 11,695 (806) - 5,626 - 16,515 119 16,634
30.09.2018 287,614 470,846 24,124 (6,046) 78,521 311 (68,004) 1,216,643 2,004,009 (2,443) 2,001,566
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
Total comprehensive income for
the period
- - 27,010 - - - (13,135) 255,949 269,824 315 270,139
Net profit / (loss) for the period - - - - - - - 255,947 255,947 362 256,309
Other comprehensive income - - 27,010 - - - (13,135) 2 13,877 (47) 13,830
30.09.2017 287,614 470,846 (18,296) - 78,521 989 (59,471) 1,276,448 2,036,651 (3,020) 2,033,631

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.

2. EXPLANATORY NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 2

2.1. BASIS FOR PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP

These interim condensed 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 29 March 2018 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 2018.757 of 2018). These financial statements present the financial position of the CIECH Group as at 30 September 2018 and as at 31 December 2017, results of the Group's operations and cash flows for the period of 9 months ended 30 September 2018 and 30 September 2017, and were approved by the Management Board of CIECH S.A. on 21 November 2018.

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.

Acquisition of Proplan Plant Protection Company, S.L. was initially accounted for provisionally, as permitted by IFRS 3 "Business Combinations". This company was included in consolidation as at 26 July 2018 on the basis of estimated valuation of its assets and liabilities. Following the completion of the current fair value measurement of the company's identifiable assets, liabilities and contingent liabilities, any adjustments resulting from the completed initial provisional accounting will be included in the consolidated financial statements as at the acquisition date and the subsequent balance sheet dates.

The Management Board of CIECH S.A. represents that to the best of its knowledge these interim 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. represents that the Directors' Report for the period of 9 months ended 30 September 2018 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 the underlying assumptions are reviewed on a continuous basis. Revisions of accounting estimates are 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 semi-annual period there were no significant revisions to the estimates presented in previous reporting periods.

2.2. ADOPTED ACCOUNTING PRINCIPLES

The CIECH Group's accounting principles are described in the Consolidated Financial Statements of the CIECH Group for the year 2017, published on 26 March 2018. 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 the adopted IFRS 9 Financial Instruments and IFRS 15 Revenue from contracts with customers. Moreover, in 2018 CIECH Group changed its approach to recognising the costs of severance payments for key management personnel.

2.2.1. CHANGES IN INTERNATIONAL FINANCIAL REPORTING STANDARDS

On 1 January 2018, the CIECH Group adopted new financial reporting standards, IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers.

Implementation of IFRS 9

For the purpose of the initial application of IFRS 9, the CIECH Group did not restate previous periods' figures. Any differences between the previous carrying amount of financial assets and liabilities and their carrying amount at the beginning of the annual reporting period that includes the date of initial application of IFRS 9 were recognised by the Group in the opening retained earnings of the annual reporting period that includes the date of initial application of IFRS 9, i.e. as at 1 January 2018.

IFRS 9 introduced a new impairment model for financial assets based on the concept of "expected credit losses", changes to the rules of classification and measurement of financial instruments (particularly of financial assets) as well as a new approach towards hedge accounting.

Classification and measurement of financial instruments

Financial assets

In accordance with IFRS 9, on initial recognition a financial asset may be classified into the following measurement categories:

    1. financial assets measured at amortised cost;
    1. financial assets measured at fair value through other comprehensive income;
    1. financial assets measured at fair value through profit or loss.

A financial asset is classified into one of above measurement categories on initial recognition in the balance sheet on the basis of the Group's business model for managing financial assets and the contractual cash flow characteristics of the financial asset.

Upon initial recognition of equity instruments not held for trading (or on the day of initial application of IFRS 9), the Group could have made an irrevocable decision to designate individual investments in equity instruments as measured at fair value through other comprehensive income. Other equity instruments are measured at fair value through profit or loss.

At initial recognition, an analysis was carried out to determine if a financial instrument contains an embedded derivative. Derivative instrument embedded in the hybrid contract, the host of which is a financial asset within the scope of IFRS 9, is not bifurcated and the hybrid contract is recognised in accordance with the MSSF 9 requirements for classification of financial assets. Derivative instrument embedded in the hybrid contract, the host of which is not a financial asset within the scope of IFRS 9, is assessed in order to determine whether it should be bifurcated.

Financial assets may be reclassified if, and only if, the Group changes its business model for managing financial assets. In such a case, all financial assets affected by the business model change are subject to reclassification.

Based on the review of financial assets held by the Group after 31 December 2017, the CIECH Group:

    1. determined and allocated groups of financial assets to the appropriate business model on the basis of the assessment of the applied way of managing the financial asset portfolios by:
  • a) reviewing and assessing relevant and objective qualitative data which may have an impact on allocating financial asset portfolios to the appropriate business model (in particular, the reasons of sales of the financial assets from certain portfolios that occurred in the past);
  • b) reviewing and assessing relevant and objective quantitative data which may have an impact on allocating financial asset portfolios to the appropriate business model (e.g. the value of sales of the financial assets from certain portfolios that occurred, if any, in previous reporting periods and the frequency of those sales);
  • c) analysis of expectations regarding the value and frequency of sales from certain portfolios;
    1. determined, through identifying and analysing the contractual terms of financial assets with economic characteristics of debts instruments, as a result of which the financial asset may not meet the SPPI criterion, whether these contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, i.e. whether they are consistent with the SPPI criterion.

Financial assets with the characteristics of debt instruments

Following the analysis, the Group concluded that the implementation of IFRS 9 will not change the classification and measurement of financial assets held with economic characteristics of a debt instrument. Trade receivables pending transfer to the factor under non-recourse factoring arrangements could be an exception. These receivables are held by the Group in order to transfer the entire balance of trade receivables agreed with the factor to the factor. The Group manages trade receivables that are designated to be transferred to the factor under non-recourse factoring arrangements with a view to obtaining cash flows through the sale of assets – obtaining contractual cash flows is not an integral part of the business model's objective. Therefore, in accordance with IFRS 9, the Group classified these receivables as financial assets measured at fair value through profit or loss – however, due to the relatively short period of holding the receivables to be transferred to the factor in the balance sheet, the impact of the change in their classification on the financial position of the Group was deemed immaterial.

Equity instruments

The Group hold equity instruments (shares) which are classified as financial assets pursuant to IAS 39 and IFRS 9. Pursuant to IAS 39, the Group measured the equity instruments held at cost less impairment losses. The net present carrying amount of these instruments is close to zero.

Pursuant to IFRS 9, the CIECH Group classified the equity instruments (shares) held as measured at fair value through profit or loss. However, as at the date of implementation of IFRS 9, the estimated fair value of the equity instruments held was close to zero. Therefore, the impact of the change in their classification on the Group's financial position was deemed immaterial.

The table below presents a comparison of key changes in the classification of financial assets resulting from the implementation of IFRS 9.

Classes of financial
assets
Categories of financial
assets and
measurement method
according to IAS 39
Business model
according to IFRS 9
SPPI
Criterion
Reclassification Categories of financial
assets and measurement
method according to
IFRS 9
Cash and cash
equivalents
Loans and receivables
– measured at
amortised cost
Holding financial assets
in order to collect
contractual cash flows
Met None Financial assets
measured at amortised
cost
Bank deposits (their
value is included in
cash and cash
equivalents)
Loans and receivables
– measured at
amortised cost
Holding financial assets
in order to collect
contractual cash flows
Met None Financial assets
measured at amortised
cost
Loans granted Loans and receivables
– measured at
amortised cost
Holding financial assets
in order to collect
contractual cash flows
Met None Financial assets
measured at amortised
cost
Trade receivables Loans and receivables
– measured at
amortised cost
Holding financial assets
in order to collect
contractual cash flows
Met None Financial assets
measured at amortised
cost
Factoring
receivables
(transferred to the
factor)
Loans and receivables
– measured at
amortised cost
Holding financial assets
in order to collect
contractual cash flows
Met None Financial assets
measured at amortised
cost
Derivative
instruments
designated as
hedging instruments
Hedging instruments Other business model Not
applicable
None Hedging instruments

Impairment of financial assets

Contrary to IAS 39, IFRS 9 does not require the entities to identify the impairment trigger in order to estimate losses. Instead, entities are obliged to constantly estimate the level of credit losses since the initial recognition of a given asset until its derecognition.

Upon acquisition or granting of a financial asset, the Group is obliged to keep an allowance in the amount of a 12-month ECL. In the event of significant increase in credit risk since the initial recognition of the asset, the Group is obliged to calculate lifetime expected credit losses (the so-called Stage 2). Such an approach will result in the earlier recognition of credit losses which will cause an increase in loss allowance and therefore it will also affect profit or loss.

Trade receivables and contract assets arising from transactions within the scope of IFRS 15 are exceptions to this rule. For these categories of assets, the Group chose a simplified approach whereby lifetime expected credit losses are estimated from the moment of initial recognition of exposures.

Following the analysis of financial instruments held, the CIECH Group calculated allowances based on the expected credit loss model for the following classes of financial instruments:

    1. Trade receivables,
    1. Factoring receivables
    1. Contract assets from transactions within the scope of IFRS 15,
    1. Loans granted,
    1. Term deposits, cash.

Hedge accounting

The CIECH Group decided to move to IFRS 9 as regards hedge accounting, as of 1 January 2018. The Group took advantage of the option offered by IFRS 9 and applied the prospective approach from the date of initial application of IFRS 9. IFRS 9 requires the Group to ensure that its hedging relationships are compliant with the risk management strategy applied by the Group and its objectives. IFRS 9 introduces new requirements with regard to, among others, the assessment of hedge effectiveness, rebalancing of the hedge relationship as well as it prohibits voluntary discontinuation of hedge accounting (i.e. in the absence of the conditions to stop the application of hedge accounting, as defined in the Standard).

With respect to hedging relationships applied by the Group, IFRS 9 had a material impact on the following two issues:

    1. The time value of the gas purchase option, which was left outside hedge accounting by the Group in accordance with IAS 39, was recognised in a separate component of equity as a cost of hedging during the option's life (reclassification from retained earnings to the cost of hedging).
    1. The Group applied a new approach to the basis currency spread for CIRS transactions, excluded it from hedge accounting and recognised it as a cost of hedging in a separate component of equity.

Implementation of IFRS 15 "Revenue from Contracts with Customers"

IFRS 15 "Revenue from Contracts with Customers" is effective for annual periods beginning on or after 1 January 2018. The CIECH Group decided to apply IFRS 15 retrospectively with the recognition of the cumulative effect of the initial application of this IFRS as an adjustment to the initial balance of retained earnings in 2018.

The standard introduces uniform requirements for all entities with respect to recognition of revenue from contracts with customers based on the so-called 5-step model:

    1. identifying the contract;
    1. identifying performance obligations;
    1. determining the transaction price;
    1. allocating the transaction price to performance obligations;
    1. satisfying the performance obligation.

This standard requires entities to evaluate contracts with customers and to identify elements in them that constitute separate performance obligations as defined in IFRS 15. For contracts that contain more than one performance obligation, the expected consideration will be allocated to each of the contracts in successive steps and the revenue will be recognised when (or as) the performance obligation is satisfied. The obligation to identify the performance obligations also applies to contracts where the contract is assumed to consist of only one element (e.g. sale of a product) when settled with the customer.

Based on the analysis of the impact of IFRS 15 on the consolidated financial statements of the CIECH Group, the following areas were identified and adjusted in order to implement the standard. Due to the immateriality of other adjustments, only the value of non-cash consideration was adjusted as at 1 January 2018.

Non-cash consideration

Under construction services agreements, in addition to the consideration in cash, the Group receives from the customer the raw materials extracted during the performance of construction works, which are then used by the Group in the production process to manufacture its products. Until the end of 2017, the revenue from gratuitous use of the raw material was not recognised in the financial statements.

In accordance with IFRS 15, in the case of contracts where the customer agreed to pay consideration in a non-cash form, the non-cash consideration is recognised at the transaction price. The Group measures the non-cash consideration at fair value. As a result, revenue to be recognised from the performance of a given agreement will be higher by the fair value of non-cash consideration. The recognition requirements for assets received remain unchanged.

The assets received are initially recognised at the amount and at the time determined in accordance with the standard applicable to the given type of asset, i.e. inventory.

As at 1 January 2018, the value of revenues from non-cash consideration amounted to PLN 2,156 thousand (the impact on equity after deferred tax amounted to PLN 1,489 thousand).

Consignment warehouses

The Group enters into agreements with customers under which it undertakes to deliver its products to the customer's warehouses. Under the agreements, customers are supplied with finished products to be used in production. Products in the raw material warehouse remain the property of the Group until they are released for production to the customer. However, all risks related to the possibility of losing or damaging raw materials are transferred to the customer upon delivery of the raw materials to the warehouse. The Group undertakes to deliver appropriate quantities of raw materials to the raw materials warehouse in accordance with the customer's order, and the customer inspects the quantity of raw materials in the raw materials warehouse in terms of frequency and volume of deliveries.

The new IFRS 15 guidelines concerning the determination of the moment of revenue recognition, i.e. the transfer of control, resulted in a change in the moment of recognition of revenue from the sale of products transferred to raw material warehouses. Control over the raw materials is transferred to the customer upon their acceptance into storage and revenue is recognised at this point.

Due to the immateriality of adjustments related to consignment warehouses, the Group decided not to introduce them as at 1 January 2018. Revenue from sales of products delivered to raw material warehouses was recognised in accordance with IFRS 15 in period from January to September of 2018.

Exclusive production

In the silicates and glass segment, some of the sales agreements concern specific products manufactured exclusively for a particular customer. The customer declares the frequency and quantity of products to be received, however, the customer may not refuse to accept the batch of products dispatched. If the customer fails to collect the products within the specified deadline, it bears the storage costs. In accordance with IFRS 15, the Group recognizes revenue from the sale of exclusive production before the customer physically receives the products, whereas in accordance with IAS 18, the revenue was recognized at the moment of transferring the products to the customer.

Due to the immateriality of adjustments related to exclusive production, the Group decided not to introduce them as at 1 January 2018. Revenue from sales of products manufactured exclusively for a particular customer was recognised in accordance with IFRS 15 in period from January to September of 2018.

Impact of the implementation of IFRS 9 and IFRS 15 on the statement of financial position of the CIECH Group as at 1 January 2018

As at 31.12.2017
before adjustments
IFRS 9 adjustments IFRS 15
adjustments
As at 01.01.2018
(data restated,
unaudited)
ASSETS
Non-current receivables 81,678 (1,531) 2,156 82,303
Deferred income tax assets 107,411 1,568 - 108,979
Total non-current assets 3,204,963 37 2,156 3,207,156
Trade and other receivables 509,824 (5,143) - 504,681
Cash and cash equivalents 489,754 (571) - 489,183
Total current assets 1,438,548 (5,714) - 1,432,834
Total assets 4,643,511 (5,677) 2,156 4,639 990
EQUITY AND LIABILITIES
Cash flow hedge 10,021 2,408 - 12,429
Hedging costs - (5,240) - (5,240)
Reatined earning 1,413,913 (2,845) 1,489 1,412,557
Equity attributable to shareholders of the
parent
2,187,596 (5,677) 1,489 2,183,408
Non-controlling interest (2,951) - - (2,951)
Total equity 2,184,645 (5,677) 1,489 2,180,457
Deferred income tax liability 32,487 - 667 33,154
As at 31.12.2017
before adjustments
IFRS 9 adjustments IFRS 15
adjustments
As at 01.01.2018
(data restated,
unaudited)
Total non-current liabilities 1,369,282 - 667 1,369,949
Total liabilities 2,458,866 - 667 2,459,533
Total equity and lliabilities 4,643,511 (5,677) 2,156 4,639,990

The tables below summarise the impact of the application of IFRS 15 on the Group's consolidated financial statements for the period ended 30 September 2018. In order to ensure comparability of financial data presented in different periods, the Group presented below a reconciliation of data prepared in accordance with IFRS 15 with data which would have been prepared had IAS 11 and IAS 18 been in force in 2018.

01.01.-30.09.2018
according to IFRS 15
Non-Cash
consideration
Exclusive
production
Consignment
warehouses
01.01.-30.09.2018
according to
IAS 18/IAS 11
CONTINUING OPERATIONS
Sales revenues 2,701,906 (2,288) (2,203) (7,153) 2,690,262
Cost of sales (2,121,926) 1,676 1,412 5,732 (2,113,106)
Gross profit/(loss) on sales 579,980 (612) (791) (1,421) 577,156
Other operating income 57,036 - - 57,036
Selling costs (204,878) - 187 200 (204,491)
General and administrative expenses (113,720) - - (113,720)
Other operating expenses (31,810) - - (31,810)
Operating profit/(loss) 286,608 (612) (604) (1,221) 284,171
Financial income 14,203 - - 14,203
Financial expenses (38,266) - - (38,266)
Net financial income/(expenses) (24,063) - - - (24,063)
Share of profit / (loss) of equity
accounted investees
191 - - 191
Profit/(loss) before tax 262,736 (612) (604) (1,221) 260,299
Income tax (63,012) 106 115 178 (62,613)
Net profit/(loss) on continuing
operations
199,724 (506) (489) (1,043) 197,686
30.09.2018
according to
IFRS 15
Non-Cash
consideration
Exclusive
production
Consignment
warehouses
30.09.2018
according to
IAS 18/IAS 11
ASSETS
Non-current receivables 68,625 (2,772) 65,853
Deferred income tax assets 81,454 - 178 81,632
Total non-current assets 3,431,668 (2,772) - 178 3,429,074
Inventory 404,957 - 1,412 5,732 412,101
Trade and other receivables 588,906 - (2,203) (7,153) 579,550
Total current assets 1,240,603 - (791) (1,421) 1,238,391
Total assets 4,672,271 (2,772) (791) (1,243) 4,667,465
EQUITY AND LIABILITIES -
Currency translation reserve (68,004) (3) (68,007)
Retained earnings 1,216,643 (1,995) (489) (1,043) 1,213,116
Equity attributable to shareholders of the
parent
2,004,009 (1,998) (489) (1,043) 2,000,479
Non-controlling interest (2,443) - (2,443)
Total equity 2,001,566 (1,998) (489) (1,043) 1,998,036
Deferred income tax liability 41,454 (774) (115) 40,565
30.09.2018
according to
IFRS 15
Non-Cash
consideration
Exclusive
production
Consignment
warehouses
30.09.2018
according to
IAS 18/IAS 11
Total non-current liabilities 1,614,365 (774) (115) - 1,613,476
Trade and other liabilities 722,416 - (187) (200) 722,029
Total current liabilities 1,056,340 - (187) (200) 1,055,953
Total liabilities 2,670,705 (774) (302) (200) 2,669,429
Total equity and liabilities 4,672,271 (2,772) (791) (1,243) 4,667,465

The CIECH Group intends to adopt amendments to the IFRS that are published but not effective as at the date of publication of this report in accordance with their effective date. The estimated impact of amendments and impact of new IFRSs on the consolidated financial statements of the CIECH Group was presented in the Consolidated Financial Statements of the CIECH Group for the year 2017, published on 26 March 2018.

2.3. FUNCTIONAL AND REPORTING CURRENCY

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 zloty (PLN '000).

The functional currencies for the foreign subsidiaries are as follows: SDC Group, Ciech Group Financing AB and Proplan Plant Protection Company S.L. – 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:

NBP exchange rate as at the end day of the
reporting period
30.09.20181 31.12.20172
EUR 4.2714 4.1709
RON 0.9157 0.8953
Average NBP rate for the reporting period 9 months ended 30.09.20183 9 months ended 30.09.20174
EUR 4.2535 4.2566
RON 0.9141 0.9348

1NBP's average foreign exchange rates table applicable as at 30 September 2018.

2NBP's average foreign exchange rates table applicable as at 31 December 2017.

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 2018 to 30 September 2018.

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 2017 to 30 September 2017.

2.4. SEASONALITY AND CYCLICALITY OF ACTIVITY OF THE CIECH GROUP

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 plant growth. However, sales of these products take place mainly in the 4th quarter of the preceding year. For other products, the Group's revenues and financial results are not influenced by any significant seasonal fluctuations over the year.

2.5. SEGMENT REPORTING

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 reporting.

The Group financing is managed (including finance expenses and income with the exception of interest on trade receivables and liabilities) and income tax is calculated on the Group level and they 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 location.

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 service 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.-30.09.2018 01.01.-30.09.2017
Net profit/(loss) on continuing operations 199,724 256,309
Income tax 63,012 76,359
Share of profit / (loss) of equity-accounted investees (191) (162)
Financial expenses 38,266 55,309
Financial income (14,203) (6,372)
Amortisation/depreciation 198,002 181,777
EBITDA on continued operations 484,610 563,220
01.01.-30.09.2018 01.01.-30.09.2017
EBITDA on continued operations 484,610 563,220
One-offs including: (12,744) (6,223)
Impairment (a) (429) 1,550
Cash items (b) (15,341) (1,992)
Non-cash items (without impairment) (c) 3,026 (5,781)
Adjusted EBITDA from continuing operations 471,866 556,997

(a) Impairment losses are associated with the recognition/reversal of impairment write-downs of assets value.

(b) Cash items include, among others, gain/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 adjustments has been presented under tables presenting the consolidated statement of profit or loss by operating segments.

OPERATING SEGMENTS OF THE CIECH GROUP

Revenue and costs data as well as assets, equity and liabilities data of particular CIECH Group operating segments for periods disclosed in statements are presented in the tables below:

OPERATING SEGMENTS
01.01.-30.09.2018
Soda
segment
Organic
segment
Silicates and
glass segment
Transport
segment
Other operations
segment
Corporate
functions -
reconciliation item
Eliminations
(consolidation
adjustments)
TOTAL
Revenues from third parties 1,760,648 629,385 184,013 11,349 116,511 - - 2,701,906
Revenue from inter-segment transactions 40,762 297 81 97,031 26,903 - (165,074) -
Total sales revenues 1,801,410 629,682 184,094 108,380 143,414 - (165,074) 2,701,906
Cost of sales (1,332,597) (530,015) (142,310) (97,619) (116,926) - 97,541 (2,121,926)
Gross profit /(loss) on sales 468,813 99,667 41,784 10,761 26,488 - (67,533) 579,980
Selling costs (185,298) (52,637) (23,829) (2,996) (8,597) (374) 68,853 (204,878)
General and administrative expenses (41,564) (16,872) (3,459) (3,225) (3,859) (47,087) 2,346 (113,720)
Result on management of receivables (187) 721 (38) (123) 163 - - 536
Result on other operating activities 21,009 (8,684) (1,274) (267) 15,227 1,493 (2,814) 24,690
Operating profit /(loss) 262,773 22,195 13,184 4,150 29,422 (45,968) 852 286,608
Exchange differences and interest on trade settlements (3,451) (14,255) 169 (281) (1,130) - - (18,948)
Group borrowing costs - - - - - (22,290) - (22,290)
Result on financial activity (non-attributable to segments) - - - - - 17,175 - 17,175
Share of profit / (loss) of equity-accounted investees 191 - - - - - - 191
Profit /(loss) before tax 259,513 7,940 13,353 3,869 28,292 (51,083) 852 262,736
Income tax - - - - - - - (63,012)
Net profit /(loss) for the period - - - - - - - 199,724
Amortization/depreciation 149,626 23,176 14,876 4,328 2,166 3,830 - 198,002
EBITDA 412,399 45,371 28,060 8,478 31,588 (42,138) 852 484,610
Adjusted EBITDA* 415,116 45,554 28,231 8,668 18,051 (44,604) 850 471,866

*Adjusted EBITDA for the 9-month period ended 30 September 2018 is calculated as EBITDA adjusted for untypical one-off events: disposal of non-financial assets: PLN 14.5 million; fines and compensations: PLN 2.1 million; liquidation of fixed assets: PLN -1 million; change in impairment losses on assets: PLN 0.4 million; change in provisions: PLN -1.8 million; other: PLN -1.5 million.

OPERATING SEGMENTS
01.01.-30.09.2017
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 1,759,993 620,275 167,714 8,723 60,945 - - 2,617,650
Revenue from inter-segment transactions 35,692 1,760 7 83,322 25,895 - (146,676) -
Total sales revenues 1,795,685 622,035 167,721 92,045 86,840 - (146,676) 2,617,650
Cost of sales (1,258,153) (527,892) (132,195) (81,205) (62,839) - 80,104 (1,982,180)
Gross profit /(loss) on sales 537,532 94,143 35,526 10,840 24,001 - (66,572) 635,470
Selling costs (175,579) (46,097) (20,725) (2,301) (8,312) (187) 63,704 (189,497)
General and administrative expenses (43,636) (13,260) (3,349) (2,402) (3,795) (33,642) 1,639 (98,445)
Result on management of receivables 3,756 1,156 89 45 (277) - - 4,769
Result on other operating activities 34,080 (5,954) 149 65 1,640 (405) (429) 29,146
Operating profit /(loss) 356,153 29,988 11,690 6,247 13,257 (34,234) (1,658) 381,443
Exchange differences and interest on trade settlements (12,596) (8,647) (179) (120) 246 - - (21,296)
Group borrowing costs - - - - - (25,389) - (25,389)
Result on financial activity (non-attributable to segments) - - - - - (2,252) - (2,252)
Share of profit / (loss) of equity-accounted investees 162 - - - - - - 162
Profit /(loss) before tax 343,719 21,341 11,511 6,127 13,503 (61,875) (1,658) 332,668
Income tax - - - - - - - (76,359)
Net profit /(loss) for the period - - - - - - - 256,309
Amortization/depreciation 134,823 22,475 14,569 4,423 1,820 3,667 - 181,777
EBITDA 490,976 52,463 26,259 10,670 15,077 (30,567) (1,658) 563,220
Adjusted EBITDA* 485,909 52,276 26,180 10,581 14,318 (30,611) (1,656) 556,997

*Adjusted EBITDA for the 9-month period ended 30 September 2017 is calculated as EBITDA adjusted for untypical one-off events: valuation of investment properties to fair value: PLN 0.8 million; fines and compensations received: PLN 1.8 million; change in impairment losses on assets: PLN -1.6 million; change in provisions: PLN 5.3 million; other: PLN -0.1 million.

ASSETS AND LIABILITIES BY OPERATING SEGMENTS

ASSETS LIABILITIES
30.09.2018 31.12.2017 30.09.2018 31.12.2017
Soda segment 2,786,729 2,686,089 217,906 229,225
Organic segment 863,214 577,815 150,188 122,413
Silicates and glass segment 168,655 162,562 24,587 31,021
Transport segment 70,455 61,345 12,679 12,070
Other operations segment 97,959 110,002 17,377 25,026
Corporate functions - reconciliation item 738,378 1,080,556 2,301,866 2,071,535
Eliminations (consolidation adjustments) (53,119) (34,858) (53,898) (32,424)
TOTAL 4,672,271 4,643,511 2,670,705 2,458,866

INFORMATION ON GEOGRAPHICAL AREAS

ASSETS DIVIDED ON
GEOGRAPHICAL REGIONS
Non-current assets
other than financial
instruments
Deferred income tax
assets
Other assets Total assets
30.09.2018
Poland 2,198,689 81,454 905,136 3,185,279
European Union (excluding Poland) 1,118,066 - 255,573 1,373,639
Other European countries - - 52,200 52,200
Africa - - 9,273 9,273
Asia - - 51,057 51,057
Other regions - - 823 823
TOTAL 3,316,755 81,454 1,274,062 4,672,271
31.12.2017
Poland 2,178,433 107,411 1,067,014 3,352,858
European Union (excluding Poland) 875,457 - 321,984 1,197,441
Other European countries - - 35,286 35,286
Africa - - 3,779 3,779
Asia - - 53,590 53,590
Other regions - - 557 557
TOTAL 3,053,890 107,411 1,482,210 4,643,511

SALES REVENUES – GEOGRAPHICAL STRUCTURE OF MARKETS

01.01.-30.09.2018 01.01.-30.09.2017 Dynamics 2018/2017
Poland 1,057,468 1,084,839 (2.5%)
European Union (excluding Poland) 1,166,779 1,126,685 3.6%
Germany 496,053 460,311 7.8%
Romania 98,234 108,986 (9.9%)
Czech Republic 110,000 112,560 (2.3%)
Italy 59,866 59,705 0.3%
The Netherlands 85,391 87,404 (2.3%)
Finland 48,507 43,956 10.4%
Sweden 50,022 55,231 (9.4%)
Belgium 22,816 27,872 (18.1%)
United Kingdom 34,713 36,446 (4.8%)
Denmark 18,440 18,495 (0.3%)
France 8,031 26,580 (69.8%)
Luxembourg 16,431 8,572 91.7%
Lithuania 11,939 13,799 (13.5%)
01.01.-30.09.2018 01.01.-30.09.2017 Dynamics 2018/2017
Other EU countries 106,336 66,768 59.3%
Other European countries 215,664 185,311 16.4%
Switzerland 95,831 79,327 20.8%
Norway 25,870 29,063 (11.0%)
Russia 31,099 17,575 77.0%
Other European countries 62,864 59,346 5.9%
Africa 42,907 45,481 (5.7%)
Asia 179,454 137,769 30.3%
India 97,725 94,486 3.4%
Singapore 9,752 11,744 (17.0%)
Bangladesh 11,945 2,764 332.1%
Hong Kong 14,110 6,797 107.6%
Turkey 8,630 9,333 (7.5%)
Other Asian countries 37,292 12,645 194.9%
Other regions 24,823 16,684 48.8%
Cash flow hedge adjustment 14,811 20,881 (29.1%)
TOTAL 2,701,906 2,617,650 3.2%

2.6. PROVISIONS AND IMPAIRMENT ALLOWANCES ON ASSETS

During the first three quarters and in the third quarter of 2018, 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.–30.09.2018
Long-term 10,789 247 (111) 103 11,028
Short-term 968 258 (615) - 611
01.01.–30.09.2017
Long-term 10,752 286 (217) (146) 10,675
Short-term 1,194 402 (729) - 867
01.07.–30.09.2018
Long-term 11,156 30 (62) (96) 11,028
Short-term 670 174 (233) - 611
01.07.–30.09.2017
Long-term 10,647 94 (144) 78 10,675
Short-term 898 221 (252) - 867
CHANGE IN OTHER LONG-TERM
PROVISIONS
Opening balance Recognition Use and reversal Other changes
(including
exchange
differences)
Closing
balance
01.01.–30.09.2018
Provision for liabilities 1,047 - - - 1,047
Provision for environmental
protection
70,765 - (91) 1,911 72,585
Provision for expected losses - - - 6,500 6,500
TOTAL 71,812 - (91) 8,411 80,132
CHANGE IN OTHER LONG-TERM
PROVISIONS
Opening balance Recognition Use and reversal Other changes
(including
exchange
differences)
Closing
balance
01.01.–30.09.2017
Provision for liabilities 6,547 - (5,500) - 1,047
Provision for environmental
protection
77,737 - - (1,186) 76,551
TOTAL 84,284 - (5,500) (1,186) 77,598
01.07.–30.09.2018
Provision for liabilities 1,047 - - - 1,047
Provision for environmental
protection
73,854 - - (1,269) 72,585
Provision for expected losses 6,500 - - - 6,500
TOTAL 81,401 - - (1,269) 80,132
01.07.–30.09.2017
Provision for liabilities 6,547 - (5,500) - 1,047
Provision for environmental
protection
75,109 - - 1,442 76,551
TOTAL 81,656 - (5,500) 1,442 77,598
CHANGE IN OTHER SHORT-TERM
PROVISIONS
Opening balance Recognition Use and reversal Other changes
(including
exchange
differences)
Closing
balance
01.01.–30.09.2018
Provision for restructuring - 265 - - 265
Provision for compensation 5,138 534 (206) - 5,466
Provision for liabilities 22,376 3,281 (728) 415 25,344
Provision for environmental
protection
951 116 (1,122) 172 117
Provision for expected losses 48,793 69 - (6,190) 42,672
Provision for bonuses 610 136 (449) 2 299
Other provisions 28 - - 2 30
TOTAL 77,896 4,401 (2,505) (5,599) 74,193
01.01.–30.09.2017
Provision for compensation 9,337 161 (1,554) (202) 7,742
Provision for liabilities 26,598 1,765 (1,849) (576) 25,938
Provision for environmental
protection
2,391 - (1,694) - 697
Provision for expected losses 46,507 2,669 - (290) 48,886
Provision for bonuses 3,661 763 (2,160) (128) 2 136
Other provisions 292 - (251) (11) 30
TOTAL 88,786 5,358 (7,508) (1,207) 85,429
01.07.–30.09.2018
Provision for restructuring - 265 - - 265
Provision for compensation 5,101 378 (13) - 5,466
Provision for liabilities 24,726 1,105 (91) (396) 25,344
Provision for environmental
protection
132 - (184) 169 117
Provision for expected losses 42,965 (14) - (279) 42,672
Provision for bonuses 270 136 (114) 7 299
Other provisions 350 - - (320) 30
TOTAL 73,544 1,870 (402) (819) 74,193
CHANGE IN OTHER SHORT-TERM
PROVISIONS
Opening balance Recognition Use and reversal Other changes
(including
exchange
differences)
Closing
balance
01.07.–30.09.2017
Provision for compensation 8,827 150 (1,033) (202) 7,742
Provision for liabilities 25,869 25 (292) 336 25,938
Provision for environmental
protection
1,460 - (763) - 697
Provision for expected losses 47,643 991 - 252 48,886
Provision for bonuses 2,188 (1) (67) 16 2,136
Other provisions 30 - - - 30
TOTAL 86,017 1,165 (2,155) 402 85,429
CHANGE IN IMPAIRMENT Opening Opening Use and Other changes
(including
Closing
ALLOWANCES balance balance
adjustment*
Recognition reversal exchange
differences)
balance
01.01.-30.09.2018
Property, plant and equipment 6,981 - 2 - (375) 6,608
Intangible assets, including: 445,791 - - - 10,198 455,989
Goodwill 402,416 - - - 9,229 411,645
Long-term financial assets 1,342 1,531 - - - 1,342
Inventories 37,987 - 1,956 (5,937) 1,017 35,023
Short-term financial assets 24,532 - 3,420 - - 27,952
Trade and other receivables 44,613 5,143 21,649 (2,438) 1,705 70,672
Cash and cash equivalents - 571 14 (358) 1 229
TOTAL 561,246 7,246 27,041 (8,771) 12,582 599,344
01.01.-30.09.2017
Property, plant and equipment 5,933 - 2,937 - (1,473) 7,397
Intangible assets, including: 473,807 - - - (12,933) 460,874
Goodwill 427,885 - - - (11,718) 416,167
Long-term financial assets 1,343 - - - - 1,343
Inventories 38,218 - 3,570 (1,938) (330) 39,520
Short-term financial assets 24,601 - - (910) - 23,691
Trade and other receivables 57,938 - 14,682 (6,761) (2,073) 63,786
TOTAL 601,840 - 21,189 (9,609) (16,809) 596,611
01.07.-30.09.2018
Property, plant and equipment 6,801 - - - (193) 6,608
Intangible assets, including: 465,306 - - - (9,317) 455,989
Goodwill 420,095 - - - (8,450) 411,645
Long-term financial assets 1,342 - - - - 1,342
Inventories 36,107 - 323 (1,489) 82 35,023
Short-term financial assets 26,619 - 1,333 - - 27,952
Trade and other receivables 65,464 - 5,346 (842) 704 70,672
Cash and cash equivalents 272 - (41) - (2) 229
TOTAL 603,446 - 6,961 (2,306) (8,757) 599,344
01.07.-30.09.2017
Property, plant and equipment 7,655 - (4) - (254) 7,397
Intangible assets, including: 453,033 - - - 7,841 460,874
Goodwill 409,121 - - - 7,046 416,167
Long-term financial assets 1,343 - - - - 1,343
CHANGE IN IMPAIRMENT
ALLOWANCES
Opening
balance
Opening
balance
adjustment*
Recognition Use and
reversal
Other changes
(including
exchange
differences)
Closing
balance
Inventories 38,083 - 1,676 (329) 90 39,520
Short-term financial assets 24,601 - - (910) - 23,691
Trade and other receivables 64,121 - 416 (787) 36 63,786
TOTAL 588,836 - 2,088 (2,026) 7,713 596,611

*IFRS 9 implementation adjustment.

2.7. INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY

The main components of tax expense include:

THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) 01.01.-30.09.2018 01.01.-30.09.2017
Current income tax (25,064) (29,059)
Deferred tax (37,948) (47,300)
INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS (63,012) (76,359)

Deferred income tax is attributable to the following items:

DEFERRED INCOME TAX ASSETS AND DEFERRED
INCOME TAX LIABILITY
30.09.2018 31.12.2017
Total asset Total
liability
Net value Total asset Total
liability
Net value
Property, plant and equipment 1,736 148,613 (146,877) 2,199 140,234 (138,035)
Intangible assets 8,457 333 8,124 12,258 333 11,925
Right of perpetual usufruct - 5,073 (5,073) - 5,074 (5,074)
Investment property 2,003 1,760 243 2,003 1,761 242
Financial assets 656 18,999 (18,343) 700 16,983 (16,283)
Inventory 1,346 1,826 (480) 2,123 2,077 46
Trade and other receivables 3,999 26,418 (22,419) 2,448 30,172 (27,724)
Provisions for employee benefits 2,654 31 2,623 2,673 31 2,642
Other provisions 17,690 - 17,690 20,007 - 20,007
Tax losses carried forward 53,554 - 53,554 84,999 - 84,999
Foreign exchange differences 2,337 271 2,066 3,664 20 3,644
Liabilities 55,612 320 55,292 46,927 810 46,117
Special economic zone 136,928 - 136,928 132,535 - 132,535
Other 183 1,306 (1,123) 2,952 752 2,200
Cash and cash equivalents 97 - 97 - - -
Deferred tax assets/liability 287,252 204,950 82,302 315,488 198,247 117,241
Set - off of deferred tax assets/ liability (163,496) (163,496) - (165,760) (165,760) -
Unrecognized deferred tax assets (42,302) - (42,302) (42,317) - (42,317)
Deferred tax assets/liability recognised
in the statement of financial position
81,454 41,454 40,000 107,411 32,487 74,924

In the light of provisions of the General Anti-Avoidance Rule ("GAAR"), applicable as of 15 July 2016 and aimed at preventing the origination and use of factitious legal structures designed to avoid payment of taxes in Poland, the Management Board of the Parent Company considered the impact of transactions which could potentially be subject to the GAAR regulations on the deferred tax, tax value of assets and deferred tax provisions. In the opinion of the Management Board, the analysis conducted did not demonstrate the need to adjust the reported current and deferred income tax items. However, in the opinion of the Management Board, there is an inherent uncertainty arising from GAAR that tax authorities will interpret these provisions differently, will change their approach to their interpretation or the rules themselves will change, which may affect the ability to utilise the deferred tax assets in future periods and the possible payment of an additional tax for past periods.

2.8. INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS

2.8.1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

As at 30 September 2018, the CIECH Group held the following types of financial instruments measured at fair value:

  • futures contracts for the purchase of CO2 certificates concluded by CIECH Soda Polska S.A., hedging the cost of purchase of CO2 units in 2018 and 2019 — Level 1, according to the fair value hierarchy,
  • concluded by the parent company, CIECH S.A.: interest rate swap contracts, CIRS (currency and interest rate swap) contract EUR/PLN — Level 2, according to the fair value hierarchy,
  • currency forward EUR/PLN concluded by CIECH Vitrosilicon S.A. Level 2, according to the fair value hierarchy,
  • isolated option instruments (acquired call options) embedded in the gas supply contract concluded by CIECH Energy Deutschland GmbH on 1 August 2016, hedging the cost of gas purchased in 2016–2020 — Level 2, according to the fair value hierarchy,
  • currency forwards EUR/PLN and USD/RON concluded by CIECH S.A. Level 2, according to the fair value hierarchy.

During three quarters of 2018, 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 2017, published on 26 March 2018.

In the consolidated financial statements, all financial instruments concluded were designated for hedge accounting, and details of the designation were presented in item 8.2 of the Consolidated Financial Statements of the CIECH Group for 2017, published on 26 March 2018.

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 2017, published on 26 March 2018.

Fair value of derivative instruments and embedded instruments

Cash and
cash
equivalents
Longterm
financial assets
Short-term
financial assets
Other long-term
liabilities
Trade and
other
liabilities
TOTAL
30.09.2018
IRS EUR - 9 - (286) (550) (827)
CIRS - 22,548 16,796 (47,139) (2,173) (9,968)
Forward EUR/PLN - - 1,712 - - 1,712
Forward USD /RON - 17 - - (844) (827)
Embedded derivatives - 10,886 21,797 - - 32,683
Futures contracts 22,572 - - - - 22,572
TOTAL 22,572 33,460 40,305 (47,425) (3,567) 45,345
31.12.2017
IRS EUR - 210 - (620) (1,336) (1,746)
CIRS - 34,876 18,654 (40,908) (805) 11,817
Forward EUR/PLN - - 4,668 - - 4,668
Forward USD /RON - - 1,429 - - 1,429
Embedded derivatives - 8,576 7,141 - - 15,717
Futures contracts 11,458 - - - - 11,458
TOTAL 11,458 43,662 31,892 (41,528) (2,141) 43,343

2.8.2. FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE

The CIECH Group has taken out term and revolving loans whose book value, as at 30 September 2018, amounts to PLN 1,554,295 thousand, and whose fair value amounts to PLN 1,500,252 thousand (Level 2 of fair value hierarchy). The Group concluded 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 IFRS 9), the fair value is close to the book value.

2.9. INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT

In the period from 1 January to 30 September 2018, the CIECH Group carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:

01.01.–30.09.2018 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
79,737 1,154,203 2,919,663 107,552 46,055 342,673 4,649,883
Purchase - 12,383 16,212 1,676 3,689 248,119 282,079
Reclassification - 48,188 60,694 (936) 4,720 (146,238) (33,572)
Capitalised borrowing costs - - - - - 4,619 4,619
Exchange differences 1,872 5,503 22,058 411 264 2,719 32,827
Sales - - (1,680) (238) - - (1,918)
Liquidation - (1,413) (8,899) (124) (1,321) - (11,757)
Other - - (2,299) - - - (2,299)
Gross value of property, plant and
equipment at the end of the period
81,609 1,218,864 3,006,070 108,679 53,441 451,892 4,920,555
01.01.-30.09.2017
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 304 980 32,842 3,541 1,318 223,398 262,383
Reclassification - 66,496 144 ,625 88 (2,025) (254,028) (44,844)
Capitalised borrowing costs - - - - - 12,218 12,218
Exchange differences (2,368) (7,262) (27,711) (572) (323) (1,637) (39,873)
Sales - (295) (268) (18) (32) (616) (1,229)
Liquidation - (40) (4,131) (89) (795) - (5,055)
Gross value of property, plant and
equipment at the end of the period
82,515 1,143,851 2,863,153 104,509 44,447 319,920 4,558,395

Purchases of property, plant and equipment were made with own financial resources or in the form of a finance lease. As at 30 September 2018, commitments to purchase property, plant and equipment amounted to PLN 184,830 thousand (PLN 79,908 thousand as at 31 December 2017). The increase in the value of property, plant and equipment is related to investment projects carried out in the CIECH Group, mainly in the production companies of the Group.

2.10. INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS

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 2017, published on 26 March 2018.

On 9 January 2018, an Annex to the Facilities Agreement was signed. The most important changes effected under the Annex to the Facilities Agreement include:

  • the extension of the maturity of the term and revolving loans from 25 November 2020 to 31 December 2022;
  • a change of the outstanding amounts under the term loan by changing the share of the amounts disbursed in PLN and in EUR from PLN 1,045,031 thousand and EUR 69,673 thousand to PLN 1,212,520 thousand and EUR 30,000 thousand, respectively;
  • a change in the repayment schedule of the term loan by replacing it with depreciation of the term loan amounting to 26.12% of the original amount lent on 30 December 2021 and 26.12% of the original amount lent under the term loan on 30 September 2022, and the repayment of the remaining amount of the term loan on 31 December 2022.

The entry into force of the Annex to the Facilities Agreement did not result in a change of the interest rate applicable to the loans provided thereunder.

Following the execution of the Annex, the package of collateral under the Facilities Agreement and Intercreditor Agreement, described in section 4.6 of the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2017, was limited to:

  • 1) registered pledges over shares in CIECH Soda Polska S.A. and CIECH Sarzyna S.A.;
  • 2) a registered pledge over a collection of moveable assets and property rights of CIECH S.A.;
  • 3) financial pledges over rights to the funds credited to the bank accounts of CIECH S.A., CIECH Soda Polska S.A. and CIECH Sarzyna S.A.;
  • 4) a pledge over shares in CIECH Energy Deutschland GmbH;
  • 5) an interest pledge agreement related to CIECH Soda Deutschland GmbH & Co. KG;
  • 6) a pledge over the bank accounts of Ciech Soda Romania S.A.;
  • 7) a pledge over shares in Ciech Soda Romania S.A.;
  • 8) representations on submission to enforcement under Article 777 of the Polish Code of Civil Procedure made by the CIECH S.A., CIECH Soda Polska S.A. and CIECH Sarzyna S.A.; and
  • 9) guarantees granted by CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Deutschland GmbH & Co. KG, CIECH Energy Deutschland GmbH and CIECH Soda Romania S.A.

Certain other security interests that were established to secure the receivables of the financial institutions under the Facilities Agreement have been released, and the other members of the CIECH Group that are obligors under the finance documentation have been released from the relevant obligations.

On 28 August 2018, an overdraft facility agreement was signed by CIECH S.A. and Bank Pekao S.A. in the amount of PLN 50,000 thousand. The agreement was concluded for a period of 1 year, i.e. until 28 August 2019. A drawn-down amount of the facility will bear interest at the 1M WIBOR rate plus the bank's margin. The facility is intended to finance the Company's day-to-day operations. No collateral was established for this facility. The terms and conditions of the agreement do not differ from standard terms used for facility agreements.

On 29 August 2018, overdraft facility agreements were signed by CIECH S.A. and Bank Millennium S.A. in the amount of PLN 50,000 thousand and EUR 10,000 thousand. The agreements were concluded for a period of 1 year, i.e. until 29 August 2019. Drawn-down amounts of the facilities will bear interest at the 1M WIBOR and 1M EURIBOR rate, respectively, plus the bank's margin. The facility is intended to finance the Company's day-to-day operations. The facility is secured with a package of collateral shared with the lenders of the consortium loan (agreement dated 9 January 2018) and with a surety issued by selected subsidiaries of CIECH S.A. The terms and conditions of the agreement do not differ from standard terms used facility agreements.

2.11. INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES

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.–30.09.2018 01.01.–30.09.2017
Revenues from sales of products and services, including: 3,037 3,653
Kulczyk Holding S.A. - 8
Revenues from sales of goods and materials 76,354 77,062
Financial income 492 750
Purchase of products, goods and materials - 27
Purchase of services, including: 22,055 30,183
Kulczyk Holding S.A. 425 2,565
Other operating expenses, including: 440 1,463
Kulczyk Holding S.A. - 406
Financial expenses 4 1,074
30.09.2018 31.12.2017
Receivables 12,612 18,792
Impairment allowances of receivables and loans 287 1
Liabilities 2,241 5,135

Terms of transactions with related entities

CIECH Group's companies, to the best of their knowledge and belief, did not conclude significant transactions on the terms other than market ones. Sales to and purchases from related entities are realised at market prices that reflect market conditions. Overdue liabilities and receivables are not secured and are settled in cash or by set-off.

In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with related parties.

2.12. ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP

In the presented period, the CIECH Group companies did not issue, redeem or repay any debt or equity securities.

2.13. CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES

30.09.2018 31.12.2017
Contingent assets 23,527 23,527
Other contingent receivables* 23,527 23,527
Contingent liabilities 537,015 568,733
Guarantees and sureties granted** 370,166 396,408
Other*** 166,849 172,325

* Including:

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.

CIECH Soda Polska S.A. recognised a contingent asset in the amount of PLN 4,663 thousand – it is the value of energy efficiency certificates received from the President of the Energy Regulatory Office in 2017 that have not been recorded yet in the account kept by the Polish Power Exchange.

** Including:

guarantee granted up to the amount of 125% of liability related to term loan in the amount of PLN 1,212,520 thousand and revolving loan in the amount of PLN 250,000 thousand – contingent liability in the amount of PLN 338,130 thousand,

guarantee granted up to the amount of 125% of liability related to term loan in the amount of EUR 30,000 thousand – contingent liability in the amount of PLN 32,037 thousand.

*** Including mainly:

  • contingent liability in the SDC Group relating to environmental protection in the amount of PLN 15,556 thousand (EUR 3,642 thousand),
  • contingent liability in CIECH Soda Polska S.A. regarding environmental penalty fees in the amount of PLN 36,474 thousand,
  • contingent liabilities in CIECH Soda Polska S.A. resulting from blank promissory notes for the National Fund for Environmental Protection and Water Management relating to grants received in the amount of PLN 45,393 thousand,
  • contingent liabilities in CIECH Sarzyna S.A. resulting from promissory notes: relating to grants received for the construction of an innovative MCPA and MCPP-P substance production installation in the amount of PLN 39,997 thousand; relating to a grant received for developing and testing a group of agrochemical preparations in the amount of PLN 14,645 thousand,
  • contingent liabilities in CIECH R&D Sp. z o.o. resulting from promissory notes relating to subsidies received for investment projects aimed at developing and optimising production processes in the amount of PLN 13,385 thousand.

As at 30 September 2018, contingent liabilities amounted to PLN 537,015 thousand and decreased as compared to 31 December 2017 by PLN 31,718 thousand. The change resulted mainly from repayment of a part of debt on account of loans and changes in the level of guarantees granted, as well as from signing annexes for subsidies received.

Other guarantees and sureties granted are described in item 9.2 Consolidated financial statements of the CIECH Group for 2017.

2.14. INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES

On 22 June 2018, the Ordinary General Meeting adopted a resolution to allocate the following to the payout of dividend in the amount of PLN 395,249 thousand:

  • the entire net profit earned by CIECH S.A. in 2017, amounting to PLN 243,907 thousand;
  • a part of profits included in the supplementary capital, amounting to PLN 151,342 thousand.
  • The dividend record date was set respectively for 2 July 2018 and the dividend was paid on 31 August 2018.

On 22 June 2017, the Ordinary General Meeting of Shareholders of CIECH S.A. adopted a resolution regarding the allocation of the entire net profit of the Company for 2016, in the amount of PLN 152,440 thousand, to the Company's supplementary capital.

2.15. INFORMATION ON POST-BALANCE-SHEET EVENTS

On 10 October 2018, a tripartite agreement was concluded between the CIECH S.A., CIECH Soda Polska S.A. and Inowrocławskie Kopalnie Soli "SOLINO" S.A. The subject matter of the agreement is the construction by IKS Solino of a brine pipeline to connect the maneuvering tank owned by IKS Solino in Inowrocław – Mątwy with the Production Plant of CIECH Soda Polska S.A. in Janikowo. IKS Solino agreed to construct the connection by 30 June 2021. The agreement also regulates issues related to the establishment of transmission easements and the legal status of the existing industrial infrastructure for the purposes of implementing the project.

3. OTHER NOTES TO THE CONSOLIDATED QUARTERLY REPORT 3

3.1. DESCRIPTION OF THE CIECH GROUP'S ORGANISATION

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 and Romania.

Parent company CIECH Spółka Akcyjna
Registered office Warsaw
Address ul. Wspólna 62, 00-684 Warsaw
KRS (National Court Register
number)
0000011687
(District Court for the capital city of Warsaw in Warsaw
12th Commercial Division of the National Court Register)
Statistical identification number
(REGON)
011179878
Tax ID No (NIP) 118-00-19-377
BDO Registry Number 000015168
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 30 September 2018, the CIECH Group comprised 38 business entities, including:

  • the parent company,
  • 32 subsidiaries, of which:
  • o 23 domestic subsidiaries,
  • o 9 foreign subsidiaries,
  • 2 domestic affiliates,
  • 1 foreign affiliate,
  • 1 jointly controlled domestic entity,
  • 1 jointly controlled foreign entity.

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., SDC Group, 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 sodium carbonate 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. In the third quarter of 2018, a Spanish company, Proplan Plant Protection Company, S.L., engaged in the production and sale of crop protection chemicals, became a member of the CIECH Group. The company specialises in registering, manufacturing and distributing fungicides, herbicides, insecticides, growth regulators. It operates in the European market, mostly in Spain, and on other continents – mainly in Australia and Africa.

Company name Registered
office
Segment Business Share in
equity as at
30.09.2018 /
% of votes at
the GMS
Share in
equity as at
30.09.2017 /
% 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 of 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 Research and developments activities, granting
licenses to the CIECH Group companies to use
the trademarks: "Ciech", "Ciech Trading" and
"Sól Kujawska naturalna czysta".
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
fodder, 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 plastic packaging
goods, manufacture of other plastic products.
100% 100%
CIECH
Transclean Sp. z o.o.
Bydgoszcz Other Since 2017, the Company has not carried out any
operating activities.
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.**
Warsaw Other Financing activities, leasing of non-current assets
to the CIECH Group companies.
100% 100%
Vasco Polska
Sp. z o.o.
Inowrocław Other Utilisation of post-soda lime in the restoration of
degraded land.
90% 90%
Bosten S.A. Warsaw Other Research and developments activities. 100% -
CIECH Nieruchomości
S.A.***
Warsaw Other Real property agency, real property
management.
100% 100%
Proplan Plant
Protection Company
S.L.
Madrid,
Spain
Organic Production of crop protection chemicals 100% -

A list of fully consolidated companies and companies accounted for under the equity method is provided below:

Company name Registered
office
Segment Business Share in
equity as at
30.09.2018 /
% of votes at
the GMS
Share in
equity as at
30.09.2017 /
% 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%
JANIKOSODA S.A. Warsaw Other Since March 2017, the Company has not carried
out any operating activities.
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% 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 shareholders 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. – 99.18% and CIECH Soda Polska S.A. – 0.82%.

****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.

3.2. INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES

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 2018 to 30 September 2018 does not exceed 1% of total consolidated assets of the Group and 2% of consolidated net revenues from sales of goods and products and financial operations.

Aggregated data of associates and jointly-controlled which were not measured under the equity method for the period from 1 January 2018 to 30 September 2018 did not exceed 2% of the total consolidated equity of the CIECH Group.

3.3. SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP DURING THREE QUARTERS OF 2018

Acquisition of Proplan Plant Protection Company, S.L.

On 26 July 2018 CIECH S.A. acquired 100% of shares in Proplan Plant Protection Company S.L. ("Proplan") and obtained control of the supplier of crop protection products. The purchase price determined in the share purchase agreement has been set at EUR 44.5 million.

Proplan manufactures and sells generic crop protection products. It operates in the European market, mostly in Spain, and on other continents – mainly in Australia and Africa. In 2017, Proplan earned revenues of approximately EUR 16 million, with high operating profitability. Proplan holds a portfolio of more than 120 product registrations and significant intellectual property assets. Owing to this acquisition, CIECH S.A. has gained access to new sales markets where Proplan operates, and has acquired a portfolio of active substances and 120 product registrations.

Potential synergies from the acquisition of Proplan by CIECH S.A. include mutual exchange of portfolios of products available in their home markets and access to R&D infrastructure.

The above are the key factors comprising the goodwill recognised as a result of this transaction.

Proplan's revenue since the acquisition date, included in the consolidated statement of comprehensive income for the reporting period, amounts to PLN 9,353 thousand, and Proplan's profit amounts to PLN 676 thousand.

If the transaction was executed as at 1 January 2018, the Management Board estimates that the consolidated revenue would amount to PLN 2,745,484 thousand, and the consolidated net profit for the period to PLN 204,270 thousand.

The Group incurred costs related to the transaction, mainly legal costs and due diligence. The costs related to the transaction were recognized as a result of the current period.

Consideration transferred

The Group made a preliminary determination of the consideration transferred in settlement of the Proplan's acquisition, qualifying as consideration transferred the following elements:

  • EUR 40,053 thousand paid in cash at the acquisition date (90% of the purchase price from the share purchase agreement),
  • EUR 3,614 thousand of discounted deferred payment (the remaining 10% of the purchase price), payable in cash in 4 installments of EUR 1,115 thousand on subsequent anniversaries (in 2019-2022 respectively) of the takeover of control over Proplan (nominal value of EUR 4,461 thousand) and
  • EUR 3,706 thousand of discounted conditional deferred payment depending on Proplan's results for 2018 and 2019, payable respectively in 2019 and 2020 (current estimation of nominal payments is EUR 4,270 thousand).

The total amount of the consideration transferred initially included in the purchase settlement is EUR 47 373 thousand.

Fair value of receivables acquired

The gross value of contractual receivables amounts to EUR 3,901 thousand (PLN 16,746 thousand). It was estimated that an inflow of receivables in the amount of EUR 245 thousand (PLN 1,052 thousand) is not expected.

Receivables comprise mainly trade receivables (EUR 3,504 thousand or PLN 15,042 thousand), while other receivables comprise mainly public law receivables and other prepayments and accrued income.

Fair value of acquired assets and liabilities

The following table presents the preliminary estimation of the fair values of the acquired net assets of Proplan divided into main categories.

ASSETS Fair value as at 26.07.2018 (in thousands of EUR)
Non-current assets
Intangible assets 14,201
Property, plant and equipment 79
Non-current receivables 19
Current assets -
Inventory 5,348
Trade and other receivables 3,656
Cash and cash equivalents 2,956
Total assets 26,259
LIABILITIES
Non-current liabilities
Loans, borrowings and other debt instruments 2,088
Current liabilities -
Loans, borrowings and other debt instruments 2,035
Trade and other liabilities 1,807
Other provisions 92
Total liabilities 6,022
NET ASSETS 20,237

Goodwill

Based on the preliminary findings regarding consideration transferred and fair values of the acquired net assets, the goodwill was determined as follows:

Calculation of goodwill Value (in thousands of EUR)
Purchase price, including:
+
47,373
- transferred payment 40,053
- deferred payments 7,320
Net value of assets and liabilities
-
20,237
Goodwill 27,136
The EUR exchange rate as of the day preceding the transaction day, i.e. 25.07.2018 4.3035
Goodwill in PLN 116,780

Goodwill was recognised in the consolidated statement of financial position under intangible assets.

The above accounting was preceded by a preliminary assessment of the completeness of the identified assets and liabilities acquired as part of the transaction in question and verification of the methods and assumptions adopted to determine their fair values. The accounting is provisional. The Company is in the process of allocating the purchase price together with a full analysis of Proplan's net assets, including in particular the valuation of its registrations of crop protection products and arrangements for determining the value of consideration transferred. The values adopted to the above calculations are preliminary estimates obtained during the ongoing valuation of intangible assets. The final accounting for the acquisition of Proplan and disclosure of all required information should be completed within one year from the transaction date. It is the Company's intention to complete this task as soon as possible, while maintaining full reliability of the process.

If CIECH S.A. becomes aware of facts and circumstances that existed at the acquisition date, these amounts will be restated retrospectively in the next consolidated financial statements.

Changes in the share capital of companies

On 3 January 2018, the Court registered the increase of the share capital of Ciech Nieruchomości S.A. The Company's share capital was increased by PLN 18,000 thousand by way of issue of 900 million series D bearer shares with the nominal value and issue price of PLN 0.02 per share. CIECH SA acquired series D shares in exchange for cash, thus control over the Company changed from indirect to direct. At present, CIECH S.A. holds 99.18% of this Company's share capital.

At the general meeting of partners of CIECH Cerium Sp. z o.o. Sp. k., it was decided to express consent for CIECH S.A. to make a new contribution in the amount of PLN 150 thousand, therefore the current contribution of CIECH S.A. amounts to PLN 625 thousand.

3.4. THE MOST IMPORTANT EVENTS IN THE CIECH GROUP DURING THREE QUARTERS OF 2018

Execution of annexes to a facility agreement Appointment of a new Member of the Management Board

On 9 January 2018, negotiations related to an annexe to the loans agreement were completed. As a result, the following documents were signed:

  • an annexe amending and restating the senior and revolving loans agreement for up to PLN 1,590 million of 29 October 2015, concluded by and between, inter alia, CIECH S.A., its selected subsidiaries, Bank Handlowy w Warszawie S.A. as agent, Powszechna Kasa Oszczędności Bank Polski S.A. as security agent and certain other financial institutions
  • an annexe amending and restating the intercreditor agreement of 28 November 2012, concluded by and between, inter alia, CIECH S.A., its selected subsidiaries, Bank Handlowy w Warszawie S.A. and Powszechna Kasa Oszczędności Bank Polski S.A. as security agent,
  • the deed of release of collateral.

On 6 April 2018, amendments to the above facility agreement came into effect. For more detailed information, see section 2.10 of this report.

Acquisition of shares in Proplan Plant Protection Company, S.L.

On 28 May 2018, CIECH S.A. signed an agreement whereby the Company undertook to acquire 18,750 shares representing 75% of share capital of Proplan Plant Protection Company, S.L. Proplan manufactures and sells generic crop protection products. It operates in the European market, mostly in Spain, and on other continents – mainly in Australia and Africa.

On 28 May 2018, CIECH S.A. also signed the shareholders' agreement in relation to the remaining 6,250 shares representing 25% of the share capital of Proplan, which was to enter into force upon closing of the Transaction.

The transaction was finally closed by transferring the title to 100% of shares in Proplan in the form of a sale agreement which was concluded on 26 July 2018. The purchase price of the shares amounted to EUR 44,615 thousand (PLN 191,519 thousand measured at the exchange rate effective on the transaction closing date). For details on the terms of closing the transaction, see section 2.15 of this report.

Execution of facility agreements

On 28 August 2018, an overdraft facility agreement was signed by CIECH S.A. and Bank Pekao S.A. in the amount of PLN 50,000 thousand. The agreement was concluded for a period of 1 year, i.e. until 28 August 2019. A drawn-down amount of the facility will bear interest at the 1M WIBOR rate plus the bank's margin. On 6 March 2018, the Supervisory Board of CIECH S.A.

appointed Mr Krzysztof Szlaga as a Member of the Management Board of CIECH SA with effect from 12 March 2018.

Execution of a significant contract by a subsidiary

On 30 March 2018, CIECH Soda Polska S.A., as a result of negotiations conducted, signed an agreement for the supply of power coal with Polska Grupa Górnicza S.A. The estimated value of the agreement in the period of 5 years may amount to approx.

PLN 340,000 thousand.

Agreement with the auditor

On 16 April 2018, the Supervisory Board of CIECH S.A. resolved to extend the agreement with PricewarterhouseCoopers Sp. z o.o. for the audit of the statutory financial statements of CIECH S.A. and the consolidated financial statements of the CIECH Group for the years 2018–2019. The agreement will be concluded for a period necessary to perform the obligations specified therein.

Commencement of the implementation stage of an investment project

On 27 April 2018, the Management Board of CIECH S.A. made a decision to proceed with the implementation stage of a project whose subject matter is the construction of an evaporated salt production plant in Germany. The value of the project is estimated at about EUR 100 million, and the approximate time of its implementation is 2 to 3 years. The estimated production capacity of the plant is approx. 450 thousand tons of salt per annum.

Decision on dividend payment

On 22 June 2018, the Ordinary General Meeting adopted a resolution to allocate the following to the payout of dividend in the amount of PLN 395,249 thousand:

  • the entire net profit earned by CIECH S.A. in 2017, amounting to PLN 243,907 thousand;
  • a part of profits included in the supplementary capital, amounting to PLN 151,342 thousand.

The dividend record and payment dates were set respectively for 2 July 2018 and 31 August 2018.

Appointment of the Supervisory Board

On 24 July 2018, Mr Sebastian Kulczyk was appointed to the office of the Chairman of the Supervisory Board of CIECH S.A., Mr Tomasz Mikołajczak was appointed to the office of the Deputy Chairman, and Mr Mariusz Nowak was appointed to hold the office of the Secretary of the Supervisory Board. At The facility is intended to finance the Company's day-to-day operations. No collateral was established for this facility. The terms and conditions of the agreement do not differ from standard terms used for facility agreements.

On 29 August 2018, overdraft facility agreements were signed by CIECH S.A. and Bank Millennium S.A. in the amount of PLN 50,000 thousand and EUR 10,000 thousand. The agreements were concluded for a period of 1 year, i.e. until 29 August 2019. Drawn-down amounts of the facilities will bear interest at the 1M WIBOR and 1M EURIBOR rate, respectively, plus the bank's margin. The facility is intended to finance the Company's dayto-day operations. The facility is secured with a package of collateral shared with the lenders of the consortium loan (agreement dated 9 January 2018) and with a surety issued by selected subsidiaries of CIECH S.A. The terms and conditions of the agreement do not differ from standard terms used facility agreements.

the same time, Mr Piotr Augustyniak, Mr Mariusz Nowak and Mr Artur Olech became members of the Audit Committee. Mr Piotr Augustyniak was elected by the members of the Audit Committee as its Chairman. Furthermore, the Supervisory Board of CIECH S.A. adopted a resolution on the appointment of the following members of the Remuneration Committee: Mr Tomasz Mikołajczak, Mr Mariusz Nowak and Mr Dawid Jakubowicz.

Changes in the Management Board

On 10 August 2018, Mr Artur Król submitted his resignation from the Management Board of CIECH S.A.

On 10 September 2018, Mr Maciej Tybura submitted his resignation from the Management Board of CIECH S.A. At the same time, the Supervisory Board delegated Mr Dawid Jakubowicz to temporarily perform the function of the President of the Management Board for a period of 3 months.

On 10 September, the Supervisory Board of CIECH S.A. appointed Mr Mirosław Skowron to the office of member of the Management Board. Mr Mirosław Skowron will be responsible for matters related to production, energy and maintenance.

3.5. REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP

3.5.1. BASIC FINANCIAL DATA

During three quarters of 2018, the CIECH Group earned net profit from continuing operations of PLN 199,724 thousand, net cash decreased by PLN 322,907 thousand and the balance sheet total as at the end of the third quarter of 2018 amounted to PLN 4,672,271 thousand. The table below presents selected financial data and basic financial ratios for the three quarters of 2018 and 2017.

Selected financial data

01.01.-30.09.2018 01.01.-30.09.2017 Change 2018/2017
CONTINUING OPERATIONS
Sales revenues 2,701,906 2,617,650 3.2%
Cost of sales (2,121,926) (1,982,180) (7.1%)
Gross profit/(loss) on sales 579,980 635,470 (8.7%)
Selling costs (204,878) (189,497) (8.1%)
General and administrative expenses (113,720) (98,445) (15.5%)
Other operating income/expense 25,226 33,915 (25.6%)
Operating profit/(loss) 286,608 381,443 (24.9%)
Net financial income/expenses (24,063) (48,937) 50.8%
Share of profit of equity-accounted investees 191 162 17.9%
Income tax (63,012) (76,359) 17.5%
Net profit/(loss) on continuing operations 199,724 256,309 (22.1%)
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - -
Net profit / (loss) 199,724 256,309 (22.1%)
including:
Net profit/(loss) attributed to non-controlling interest 389 362 7.5%
Net profit/(loss) attributable to shareholders of the parent company 199,335 255,947 (22.1%)
EBITDA from continuing operations 484,610 563,220 (14.0%)
Adjusted EBITDA from continuing operations* 471,866 556,997 (15.3%)

*Principles of calculating EBITDA and adjusted EBITDA have been described in section "Ratio calculation methodology". EBITDA and adjusted EBITDA are presented in other sections, and are taken into account when calculating selected financial ratios.

3.5.2. SALES REVENUES

Consolidated net sales revenues from continued operations of the CIECH Group for three quarters of 2018 amounted to PLN 2,701,906 thousand. Compared to the corresponding period of the previous year, revenues increased by PLN 84,256 thousand.

The positive contributors to the presented sales revenues were as follows:

  • increase in soda prices on the so-called overseas markets (dollar prices),
  • higher sales of dry salt (higher volumes and prices),
  • higher sales of silicates in CIECH Vitrosilicon S.A., resulting from the conversion of one of the furnaces for production of packaging into a furnace for production of silicates in the first quarter of 2018,
  • higher sales prices for products based on oil-derivative products sold in the organic segment, as a result of higher prices of oil based raw materials,
  • higher result on energy in the German power plant, as a result of the increase in electricity prices and higher remuneration received from the network operator due to the settlement of the vNNe mechanism for 2017.

The negative contributors to the presented sales revenues were as follows:

  • lower volumes of soda sales due to slightly lower soda production and high sales in the first quarter of 2017 (sales of stocks),
  • slight decline in prices of soda sold on European markets due to pressure from competitors,
  • lower sales of crop protection products (mainly the effect of weather conditions a long winter, short growing season, drought – and successful pre-season sales),
  • lower volume of sales of wet salt,
  • lower revenues from the sale of packaging glass as a result of switching one of the furnaces for the production of packaging for the furnace for the production of silicates.

During three quarters of 2018, 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 2017. Invariably, the largest share in revenues was attributed to the sales of soda segment products, i.e. 66.7%.

01.01.-30.09.2018 01.01.-30.09.2017 Change 2018/2017 Change %
Soda segment, including: 1,801,410 1,795,685 5,725 0.3%
Dense soda ash 965,817 1,021,196 (55,379) (5.4%)
Light soda ash 373,555 361,874 11,681 3.2%
Salt 135,060 127,500 7,560 5.9%
Sodium bicarbonate 120,676 120,062 614 0.5%
Energy 111,259 71,805 39,454 54.9%
Gas* 2,382 2,843 (461) (16.2%)
Calcium chloride 18,552 17,539 1,013 5.8%
Other products 33,347 37,174 (3,827) (10.3%)
Revenues from inter-segment transactions 40,762 35,692 5,070 14.2%
Organic segment, including: 629,681 622,035 7,646 1.2%
Resins 251,986 241,648 10,338 4.3%
Polyurethane foams 237,015 223,962 13,053 5.8%
Crop protection chemicals 121,672 146,994 (25,322) (17.2%)
Other 18,711 7,671 11,040 143.9%
Revenues from inter-segment transactions 297 1,760 (1,463) (83.1%)
Silicates and Glass segment, including: 184,094 167,721 16,373 9.8%
Sodium silicates 119,729 99,923 19,806 19.8%
Potassium silicates 4,234 4,754 (520) (10.9%)
Container glass 59,136 62,502 (3,366) (5.4%)
Other 914 535 379 70.8%
Revenues from inter-segment transactions 81 7 74 1057.1%

Sales revenues — business segments

01.01.-30.09.2018 01.01.-30.09.2017 Change 2018/2017 Change %
Transport segment, including: 108,380 92,045 16,335 17.7%
Transport services 11,349 8,723 2,626 30.1%
Revenues from inter-segment transactions 97,031 83,322 13,709 16.5%
Other segment, including: 143,415 86,840 56,575 65.1%
Revenues from third parties 116,512 60,945 55,567 91.2%
Revenues from inter-segment transactions 26,903 25,895 1,008 3.9%
Consolidation adjustments (165,074) (146,676) (18,398) (12.5%)
TOTAL 2,701,906 2,617,650 84,256 3.2%

* Resale of surpluses of the gas purchased.

Source: CIECH S.A.

The higher value of revenues from energy sales was attributable, among others, to the remuneration received from the network operator on account of settlement of the vNNe mechanism for 2017, at a higher level than the revenue reserve recognised as at the end of 2017. Under the vNNe mechanism, i.e. the "avoided grid charges" mechanism, operators of the distribution grids pay remuneration to local energy producers who, by supplying energy to the grid, ensure that network operators do not have to bear the costs of long-distance transmission (they do not have to pay for grid load and transmission of energy from upstream grids). The amount of remuneration is determined by the power grid operator. The operator makes the settlement several months after the end of the calendar year.

3.5.3. PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS)

After three quarters of 2018, gross profit on sales amounted to PLN 579,980 thousand, whereas in the same period of the previous year it amounted to PLN 635,470 thousand. The operating profit amounted to PLN 286,608 thousand, in the comparable period it amounted to PLN 381,443 thousand.

The following had a positive impact on the presented results:

  • Continuation of good economic situation throughout the European Union, especially in the Eurozone.
  • Strong increase in domestic sales of construction and assembly production by 19.8% in the period from January to September 2018 in comparison to the same period of the previous year (the chemical industry produces many raw materials and semi-finished products used in this production).
  • Balancing of the European market of sodium carbonate (demand and supply balance) with a tendency to increase in demand.
  • Increase in soda prices on the so-called overseas markets (dollar prices).
  • Higher sales of dry salt (higher volumes and prices).
  • Higher sales of silicates and changing the product structure in packaging towards higher-margin products.
  • Higher result at the energy plant in Germany as a result of higher remuneration received from the network operator due to the settlement of the vNNe mechanism for 2017 (details in the further part of the report).

The following had a negative impact on the presented results:

  • Slight decrease in sodium carbonate prices since the beginning of 2018 on European markets due to supply pressure from Turkey.
  • Lower sales of soda and wet salt.
  • Continuing high prices of raw energy resources used in production of sodium carbonate (coal, natural gas) and prices of CO2 units, as well as the increase in electricity prices.
  • Lower sales of crop protection products.
  • Continuing high prices of crude oil and, consequently, higher prices of raw materials for the organic industry (partially offset by an increase in prices of finished products).
  • Increase in general and administrative expenses resulting, among other things, from the recognition in the results for the third quarter of a portion of costs related to the acquisition of Proplan Plant Protection Company, S.L.

The EBIT margin for the three quarters of 2018 amounted to 10.6% (14.6% in the prior year), and the EBITDA margin amounted to 17.9% (21.5% in the prior year). The EBIT margin (excluding one-off events) for three quarters of 2018 amounted to 10.1% (14.3% in the prior year), and the EBITDA margin (excluding one-off events) amounted to 17.5% (21.3% in the prior year).

3.5.4. FINANCING ACTIVITIES AND NET PROFIT/LOSS

Financial income for the three quarters of 2018 amounted to PLN 14,203 thousand and increased compared to the corresponding period of the previous year, when it amounted to PLN 6,372 thousand.

Financial expenses for the three quarters of 2018 amounted to PLN 38,266 thousand and decreased compared to the corresponding period of the previous year, when it amounted to PLN 55,309 thousand. The area of financing activities was mainly affected by foreign exchange gains, commissions and interest on loans.

The consolidated net profit for the three quarters of 2018 amounted to PLN 199,724 thousand (of which PLN 199,335 thousand was a net profit attributable to the shareholders of the parent company and PLN 389 thousand as the profit of noncontrolling shares). The lower operating profit was partially offset by the lower loss on financing activities as compared to the previous year.

3.5.5. ASSET POSITION OF THE CIECH GROUP

Basic consolidated balance sheet data

30.09.2018 31.12.2017 Change 2018/2017
Total assets 4,672,271 4,643,511 0.6%
Total non-current assets 3,431,668 3,204,963 7.1%
Total current assets 1,240,603 1,438,548 (13.8%)
Inventory 404,957 364,517 11.1%
Current receivables 603,448 523,068 15.4%
Cash and cash equivalents 168,311 489,754 (65.6%)
Short-term financial assets 62,972 57,979 8.6%
Non-current assets held for sale 915 3,230 (71.7%)
Total equity 2,001,566 2,184,645 (8.4%)
Equity attributable to shareholders of the parent 2,004,009 2,187,596 (8.4%)
Non-controlling interest (2,443) (2,951) 17.2%
Total non-current liabilities 1,614,365 1,369,282 17.9%
Total current liabilities 1,056,340 1,089,584 (3.1%)

Assets

As at the end of the third quarter of 2018, the Group's non-current assets amounted to PLN 3,431,668 thousand. As compared to the balance as at 31 December 2017, the value of non-current assets increased by PLN 226,705 thousand. This change resulted from higher value of property, plant and equipment and of intangible assets, offset by lower balance of financial assets following a change in the valuation of derivative instruments. The increase in intangible assets is related to the acquisition of Proplan Plant Protection Company, S.L. in July 2018.

The Group's current assets amounted to PLN 1,240,603 thousand as at 30 September 2018. The largest components of noncurrent assets included: short-term receivables accounting for 47.5%, inventory accounting for 32.6% as well as cash and cash equivalents accounting for 13.6% of total current assets. Compared to the end of December 2017, the value of current assets decreased by PLN 197,945 thousand. This change resulted from, among other factors:

  • increase in inventories resulting mainly from an increase in inventories in the soda and the organic segment,
  • higher balance of trade receivables and factoring receivables which have not been settled as at the balance sheet date,
  • decrease in cash in connection with the distribution of dividends and the acquisition of Proplan Plant Protection Company, S.L.,
  • decrease in assets held for sale following the disposal of a production plant EPI.

Capital resources

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.

Liabilities

As at 30 September 2018, the CIECH Group's liabilities (total non-current and current) amounted to PLN 2,670,705 thousand, which is an increase compared to the end of December 2017 by PLN 211,839 thousand (i.e. by 8,6% ).

The debt ratio amounted to 57,2% as at 30 September 2018 (at the end of December 2017 to 53.0%). The consolidated net debt of the Group amounted to PLN 1,438,942 thousand as at 30 September 2018 and increased in comparison to the balance as at the end of December 2017 by PLN 502,268 thousand.

Debt instruments currently used

The Group's sources of debt financing include: term loan, revolving credit, overdraft 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 2017, published on 26 March 2018, and in section 2.10 of this report.

3.5.6. CASH POSITION OF THE CIECH GROUP

01.01.-30.09.2018 01.01.-30.09.2017 Change 2018/2017
Net cash from operating activities 352,769 366,689 (3.8%)
Net cash from investment activities (468,070) (255,648) (83.1%)
Net cash from financial activities (207,606) (5,626) (3590.1%)
Total net cash flows (322,907) 105,415 -
Free cash flow (115,301) 111,041 -

Total net cash flows in the three quarters of 2018 was negative and amounted to PLN 322,907 thousand. Compared to the same period of the previous year, the cash flows generated by the Group were lower by PLN 428,322 thousand. Cash flows from operating activities were positive. They amounted to PLN 352,769 thousand, but decreased as compared to the same period in 2017 by PLN 13,920 thousand.

During the three quarters of 2018, the net cash flows from investing activities were negative, which was mainly the result of expenses for an investment programme implemented by the Group and the acquisition of Proplan Plant Protection Company, S.L. in the third quarter. The balance of cash from financing activities was negative and amounted to PLN 207,606 thousand. It comprised mainly the distribution of dividend and funds obtained from working capital loans.

01.01.-30.09.2018 01.01.-30.09.2017
Financial surplus ((net profit/(loss) on continuing operations + depreciation) 397,726 438,086
Other adjustments to net profit/(loss) on continuing operations 102,530 37,969
Adjusted financial surplus (1+2) 500,256 476,055
Change in working capital (147,487) (109,366)
Net cash from operating activities (3+4) 352,769 366,689
Net cash from investing activities (468,070) (255,648)
Free cash flow (5+6) (115,301) 111,041

During the three quarters of 2018, the CIECH Group generated negative free cash flows i.e. it was unable to finance its capital expenditure with cash flows from operating activities.

3.5.7. WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP

Liquidity of the CIECH Group

Liquidity ratios as at 30 September 2018 decreased as compared to their level as at 31 December 2017. The current ratio, calculated as the ratio of total current assets to total current liabilities, amounted to 1.17 as at 30 September 2018, while the quick liquidity ratio amounted to 0.79

30.09.2018 31.12.2017
Current ratio 1.17 1.32
Quick ratio 0.79 0.99

Working capital of the CIECH Group

As at the end of the third quarter of 2018, 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 194,220 thousand, which is an increase by PLN 158,506 thousand compared to of 2017.

30.09.2018 31.12.2017
1. Current assets, including: 1,240,603 1,438,548
Inventory 404,957 364,517
Trade receivables and services and advances for deliveries 396,119 339,092
2. Cash and cash equivalents and short-term investments 231,283 547,733
3. Adjusted current assets (1-2) 1,009,320 890,815
4. Current liabilities, including: 1,056,340 1,089,584
Trade liabilities and advances taken 368,839 387,331
5. Short-term credits and other current financial liabilities* 241,240 234,483
6. Adjusted current liabilities (4-5) 815,100 855,101
7. Working capital including short-term credits(1-4) 184,263 348,964
8. Working capital (3-6) 194,220 35,714

*Other short-term financial liabilities include current finance lease liabilities + current derivative liabilities + factoring liabilities.

The CIECH Group's profitability ratios

During the three quarters of 2018, profitability ratios of the CIECH Group in respect of the continuing operations were at a lower level than in the three quarters of 2017.

THE CIECH GROUP'S PROFITABILITY RATIOS

01.01.-30.09.2018 01.01.-30.09.2017 Change
2018/2017
CONTINUING OPERATIONS
Gross return on sales 21.5% 24.3% (2.8) p.p.
Return on sales 9.7% 13.3% (3.6) p.p.
EBIT margin 10.6% 14.6% (4.1) p.p.
EBITDA margin 17.9% 21.5% (3.6) p.p.
Adjusted EBIT margin 10.1% 14.3% (4.1) p.p.
Adjusted EBITDA margin 17.5% 21.3% (3.8) p.p.
Net return on sales (ROS) 7.4% 9.8% (2.4) p.p.
Return on assets (ROA) 4.3% 5.6% (1.4) p.p.
Return on equity (ROE) 10.0% 12.6% (2.6) p.p.
Earnings/(loss) per share (in PLN) from continuing operations 3.78 4.86 (1.08)

PROFITABILITY LEVELS OF THE CIECH GROUP

EBITDA (A) – adjusted EBITDA – excluding one-off events reported in particular quarters. Source: CIECH S.A.

Indebtedness

The debt ratio increased in comparison to December 2017 and amounts to 57,2%. Also, the relative level of net debt changed as compared to the end of 2017 mainly due to lower balance of cash (distribution of dividends, acquisition of Proplan Plant Protection Company, S.L.).

30.09.2018 31.12.2017
Loans, borrowings and other debt instruments 1,554,296 1,329,919
Finance lease liabilities 20,704 24,888
Factoring liabilities 20,631 28,162
Negative net valuation of derivatives 11,622 43,459
Gross debt 1,607,253 1,426,428
Cash and cash equivalents 168,311 489,754
Net debt 1,438,942 936,674

The CIECH Group's debt ratios

30.09.2018 31.12.2017 Change 2018/2017
Debt ratio 57.2% 53.0% 3.8p.p.
Long term debt ratio 34.6% 29.5% 5.1p.p.
Debt to equity ratio 133.4% 112.6% 20.8p.p.
Equity to assets ratio 42.8% 47.0% (4.2) p.p.
Gross debt 1,607,253 1,426,428 12.7%
Net debt 1,438,942 936,674 53.6%
EBITDA annualized 754,584 833,196 (9.4%)
Adjusted EBITDA (annualised) 724,838 809,969 (10.5%)
Net debt / EBITDA annualized 1.9 1.1 46.2%
Net debt / Adjusted EBITDA (annualised) 2.0 1.2 53.8%
Gross debt / EBITDA annualised 2.1 1.7 16.6%
Gross debt / Adjusted EBITDA (annualised) 2.2 1.8 22.2%

Debt financing of the Group

The Group's debt financing is secured mainly through loans made available to CIECH S.A. under the Facilities Agreement dated 29 October 2015: On 6 April 2018, provisions of the annex to the agreement signed on 9 January 2018 came into effect. Pursuant to this annex, debt financing is based on:

  • o term loan in the amount of PLN 1,212,520 thousand and EUR 30,000 thousand (the total amount of the loan as at 30 September 2018 was PLN 1,340,662 thousand),
  • o revolving credit facility granted to CIECH S.A. in the amount of up to PLN 250,000 thousand (the amount of used credit as at 30 September 2018 was PLN 140,000 thousand).

For information about the annex to the facilities agreement, see item 2.10 hereof.

In addition, the Group finances its current operations with overdraft facilities contracted in the third quarter of 2018, in the following amounts:

  • PLN 50,000 thousand, with Bank Pekao S.A.,
  • PLN 50,000 thousand and EUR 10,000 thousand, with Bank Millennium S.A.

Factors and events that may affect future performance

In the opinion of the Management Board of CIECH S.A. in further months of 2018 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:

  • further development of the soda segment, including through a focus on the development of specialist products;
  • further actions aimed at optimising the utilisation level of capacity in all production companies of the Group;
  • increasing the efficiency of the Agro area in CIECH Sarzyna S.A., actions aimed at registering new products;
  • continuous process of improving business and operational processes in all companies of the CIECH Group.

One should also 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. Factors that may affect financial results in the future include:

  • economic situation in Poland and the entire European Union (including in particular glass industry, chemical and plastic products industries, furniture industry, agriculture, construction industry, food industry, paint industry and automotive industry),
  • weather conditions in agriculture,
  • prices of energy resources (coal, natural gas) and furnace fuel (coke, anthracite), electricity prices, prices of CO2 certificates,
  • prices of petrochemical products (derivatives of oil prices),
  • changes in the exchange rates of the Polish and Romanian currencies against EUR and USD.

3.6. SIGNIFICANT RISK FACTORS

In connection with its operations, 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 2017, published on 26 March 2018.

During the three quarters of 2018, no new risks occurred, and the previously identified factors have not changed significantly. Moreover, there were no significant changes in relation to the Group's risk management policy.

Exposure to currency risk

The table below presents the estimated currency exposure of the CIECH Group in EUR and USD as at 30 September 2018 due to financial instruments (for EUR – excluding figures of the SDC Group, Ciech Group Financing AB and Proplan Plant Protection Company, S.L., 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 58,400 - x
Trade and other receivables 19,248 18,634 x
Cash including bank deposits 16,768 1,049 x
Liabilities
Trade and other liabilities (17,099) (2,635) x
Term loan liabilities (30,000) - x
Hedging instruments: Forward (11,900) (32,615) x
Hedging instruments: CIRS (forward transactions
isolated as part of decomposition of CIRS)
(246,606) - x
Total exposure (211,189) (15,567)

* Measurement of financial instruments designated for hedge accounting is referred to other comprehensive income while ineffectiveness is recognised in the profit or loss statement.

The table contains an analysis of the sensitivity of individual statement of financial position items to exchange rate changes as at 30 September 2018.

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 473 773 (300)
Hedging instruments: Forward and CIRS (2,585) - (2,585)
USD
Currency balance sheet items 170 170 -
Hedging instruments: Forward (326) - (326)

* Increase of EUR/PLN or USD/PLN exchange rate by 1 grosz.

The CIECH Group applies hedge accounting. Changes resulting from the introduction of IFRS 9 Financial Instruments are described in section 2.2.1 of this report.

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

The CIECH Group did not publish any forecasts for 2018.

3.8. FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT QUARTER

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 energy resources (coal, gas, coke, anthracite) and labour, 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.

Situation in industries of recipients of products of the Group in Poland

Poland is the largest sales market of the CIECH Group. The direct, most important domestic recipients of the Group's products include: glass industry, chemical and plastic products industries, furniture, agriculture, construction, food industry. The development of these sectors of the economy depends on the economic situation in Poland.

According to the data of the Central Statistical Office, the sold industrial output at constant prices during the first 9 months of 2018 increased by 6.0% as compared with the corresponding period of the previous year (in 2017 — an increase by 5.9%). In the current year, 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 2.9%); rubber and plastic products (increase by 6.0%); manufacture of motor vehicles (increase by 2.7%); manufacture of furniture (increase by 6.9%); manufacture of food (increase by 4.1%); construction and assembly production (increase by 19.8%).

After last year's clear acceleration of the Polish economic growth (GDP growth rate of 4.8%), the very good economic situation in Poland continues in 2018 (the European Commission projects that GDP growth will amount to 4.6%). A slight slowdown is expected in the following year and the European Commission projects a GDP growth rate of +3.7%. Similar trends should be expected in the chemical industry which usually develops similarly to the economy as a whole.

Economic situation in Europe and in the world

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 forecasts by the International Monetary Fund, in 2018 the global economy is growing at a rate similar to the one recorded in the previous year (GDP growth of 3.7%), and next year this growth rate is expected to continue. The largest Asian economies grow relatively quickly (India, China, and ASEAN countries, for which the GDP growth indicators in 2018–2019 should be, respectively: 7.3%–7.4%; 6.6%–6.2%; 5.3%–5.2%). Among large economies, the relatively weaker conditions are observed in Brazil, Russia and Japan (expected GDP growth rates in 2018 of 1.4%, 1.7% and 1.0% respectively). According to the IMF, a clear acceleration in 2019 can be expected in Latin America (especially in Brazil) and sub-Saharan Africa (Nigeria, South Africa).

The European Union, on the other hand, the current good economic situation is expected to gradually slow down slightly (GDP growth by 2.1% in 2018 and 2.0% in 2019, according to the European Commission's forecasts).

For the chemical sector, the American Chemical Chamber (ACC) expects that this year the growth rate of global chemicals production will increase for another year in a row (and will amount to 3.2% in 2018 compared to 2.5% in 2017). According to ACC, chemical production in North America is expected to grow by 3.4% this year. After an exceptionally good 2017, the European Union's chemical industry in 2018 and 2019 is expected to show a certain slowdown in the rate of growth (expected chemical production dynamics of 1.5% according to the European Chemical Industry Council – CEFIC).

As regards the European construction sector, the production rate is expected to decline over the next 2–3 years (compared to the steadily growing dynamics over the past few years). According to Euroconstruct (after the previous year's strong increase in construction output in Western Europe and Central Europe – by 3.9%), in 2018 and 2019 the European construction sector can grow by 2.7% and 1.9% respectively. Much more optimistic forecasts are made for Central Europe, and particularly for Poland. Euroconstruct expects that in 2018–2019 the rate of growth of construction output in Poland will slightly accelerate to 9.9% and 10% respectively.

OTHER FACTORS AFFECTING THE CIECH GROUP'S ACTIVITIES

Factors Description
Economic situation on
raw material market
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 affect the CIECH Group's activities and
financial performance. Price and availability of raw materials depends largely on economic and political
developments across the globe.
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 from 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.
Furnace fuel (coke/anthracite) – 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. In its
business activity, the Group may also use anthracite as a substitute for coke. The main suppliers of anthracite
for Europe are Ukraine and Russia. Due to rising prices of coke, in the three quarters of 2018 the Group used
anthracite to a large extent.
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
euro (EUR) and US
dollar (USD)
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. The Group applies natural hedging and hedging instruments.
Volume of chemical 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.
production capacity on
markets where the
CIECH Group operates
The CIECH Group's business can be significantly affected by the extension of large sodium carbonate and
sodium bicarbonate production capacity in Turkey. This has changed 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
neighbouring regions which may have a negative impact on the Group's financial performance. On the other
hand, it should be noted that the commissioning of new capacity in Turkey has been spread over 2017–2018
and coincides with strong demand and environmental constraints in the world's largest market, China.
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
requirements
Emission trading system
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.

3.9. CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING

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.

SHAREHOLDERS

As of the date of publishing the previous financial statements (i.e. the date of publication of the Extended consolidated report of the CIECH Group for the first half of 2018, i.e. 5 September 2018), 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 structure of CIECH S.A. as at the date of approval of the report (according to the best knowledge of the Company)

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
5,225,987 5,225,987 9.92% 9.92%
Nationale-Nederlanden
Otwarty Fundusz
Emerytalny***
Ordinary
bearer
3,000,000 3,000,000 5.69% 5.69%
Other Ordinary
bearer
17,521,870 17,521,870 33.25% 33.25%

* 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 11 June 2018 provided by Shareholder under Article 69(1) of the Act on Public Offering (...) – purchase or disposal of a significant block of shares (CR 13/2018).

*** on the basis of the list of entities holding at least 5% of votes at the Ordinary General 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 of 29 July 2005 on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies (Journal of Laws of 2009, No 185, item 1439). However, on the basis of the list of entities holding at least 5% of votes at the Ordinary General Meeting of Shareholders of CIECH S.A. on 22 June 2018 (Current report 19/2018), Nationale-Nederlanden Otwarty Fundusz Emerytalny (hereinafter "NN") held 7.96% of the total number of votes on that General Meeting and 4.93% of the total number of votes in the Company. Until the date of publication hereof, the Company has not received a notification from NN on the decrease in the number of votes held below 5% of the total number of votes in the Company.

3.10. CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD

Mr Artur Osuchowski – Member of the Management Board of CIECH S.A., held 65,195 shares of CIECH S.A. as at 30 September 2018.

On 13 June 2018, Mr Sebastian Kulczyk – President of the Management Board of CIECH S.A., acquired indirectly 26,952,052 shares of CIECH S.A., representing 51.14% of the company's share capital. 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 30 September 2018 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 Extended consolidated report of the CIECH Group for the first half of 2018, i.e. from 5 September 2018.

3.11. LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY

3.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP

As at 30 September 2018, the CIECH Group did not have any significant disputed liabilities of CIECH S.A. and CIECH S.A.'s subsidiaries, pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies, except for the cases described in section 3.12 hereof.

3.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP

As at 30 September 2018, the CIECH Group did not hold any significant disputed receivables of CIECH S.A. and CIECH S.A.'s subsidiaries, pursued in all types of proceedings before court, body appropriate for arbitration proceedings or public administration bodies.

3.12. LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY

Information about loan or borrowing sureties or guarantees is presented in item 2.13 hereof.

Letters of support

As at 30 September 2018, 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 44.3 million from RWE by 30 September 2018. 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.

Tax audits

During three quarters of 2018, four companies from the CIECH Group were subject to tax proceedings. The aim of the proceedings (following the audits performed in the previous year) was to review the accuracy of the declared tax base and the correctness of calculations and payments of corporate income tax for the year 2015. The irregularities identified concern mainly the incorrect settlement of income from a participation in a partnership (this resulted in the reduction of the tax loss by PLN 313 million).

The Management Boards of the companies and their tax advisors do not agree with the findings presented in the audit reports and with responses to objections to the reports. However, if decisions are taken in which the findings contained in the responses to objections to the Report are included – after an appeal against the decision of the first instance authority – the decision of the Head of the Tax Administration Chamber is upheld, each of the companies may be required to pay tax liabilities in the total amount of PLN 15.1 million for 2015 together with default interest from 1 April 2016.

As at the date of the report, tax proceedings are pending in four companies and these companies have not received an Assessment decision by the date of the financial statements.

Another Polish company of the Ciech Group, which in 2017 appealed against the decision of the first instance authority determining the corporate income tax liability for 2013, received a decision of the second instance authority, in which the Head of the Tax Administration Chamber upheld the findings of the first instance authority decision. The company filed a complaint with the Provincial Administrative Court in Warsaw, however, paying the amount indicated in the Decision of the Head of the Tax Administration Chamber, i.e. PLN 1.8 million (after taking into account the tax loss incurred in the audited year) together with default interest from 1 April 2014.

In February 2018, one of the Polish companies of the Group received a written statement of reasons for the judgment issued by the Regional Administrative Court in 2017, in which the Provincial Administrative Court agreed in full with the position of the Company. The case concerned income tax for 2010. The Head of the Tax Administration Chamber did not appeal to the Supreme Administrative Court and thus the verdict became legally binding.

Tax audits concerning the corporate income tax were also commenced at three Polish companies of the CIECH Group in the period of 9 months of 2018 – for 2012 in one company (customs and fiscal audit), for 2015 in the second company (customs and fiscal audit) and for 2016 in the third company (tax audit). Until the date of this report, one of the companies where the audit was focused on CIT for 2012, received the audit findings. The auditors questioned a share capital increase in a subsidiary, and if the authorities uphold their position, the company may be required to pay a tax liability of PLN 43.7 million, together with default interest. This company was also subject to a customs and fiscal audit, converted into tax proceedings.

The Management Board of the Company and its tax advisors do not agree with the Audit findings. Based on the fact that the auditors challenged the correctness of the determination of revenues (and addressed the issue of determining tax costs related to the questioned problem only to a very limited extent), as well as the status of the case, i.e. the absence of any tax proceedings initiated and concluded by issuing a measurement decision, the Management Board considers that the risk of additional tax liabilities arising from findings made during the audit is not significant. However, if tax proceedings are initiated and the Head of the Tax Administration Chamber issues a relevant decision, an obligation may arise to pay the tax arrears estimated by the auditors. As at the date of publication of the report, both audits for 2015 and 2016, as well as tax proceedings concerning income tax settlements for 2012 are pending.

The Group estimated that the potential impact on income tax expense (in the form of additional tax liabilities or inability to realise a deferred income tax asset calculated for tax losses), in relation to the issues described above, would amount to PLN 136.3 million if it were no longer probable that the Group would be able to uphold its tax interpretations before the tax authorities.

As regards VAT, four CIECH Group companies were subject to customs and tax audits with respect to the reliability of declared tax bases and correctness of VAT calculation: in two for the fourth quarter of 2013, in one for December 2014 and in one for the period from January to June 2018. The audits in three of those companies concern in-kind contributions made by three other companies of the Ciech Group to the controlled companies. The customs and tax audits resulted in the issuing of audit findings. In accordance with the documents received, the authority challenged the deduction of VAT in the amount of about PLN 64.3 million. The companies disagree with the findings of the audit, pointing to a change in the tax authorities' approach to determining the VAT base when making in-kind contributions. However, in two cases the audited companies made adjustments to their transactions in the current period. Consequently, the other party to the transaction, i.e. the two companies making the in-kind contribution, made an adjustment (reduction) to the output VAT in their returns. In two companies, the customs and fiscal audits were converted into tax proceedings. If the auditors challenge the recognition of the VAT adjustment by the audited companies in the current period, there may be a risk that they will be required to pay interest. As at the date of publication of this report, one audit and two tax proceedings concerning VAT settlements are pending.

In addition, as a result of the ongoing audit of the German CIECH Group companies for the years 2007–2009 and 2010–2015, in case of a different assessment by the auditing authorities of economic events, an obligation may arise to recalculate and potentially increase the tax liability and to pay interest on tax arrears. At the time of publication of the financial statements, the audit result is not known.

3.13. INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED PARTIES

Information on transactions with related entities is presented in item 2.11 hereof.

QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY CIECH S.A. FOR THE PERIOD OF 9 MONTHS ENDED 30 SEPTEMBER 2018

4. QUARTERLY FINANCIAL INFORMATION OF THE PARENT COMPANY, CIECH S.A. 4

CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A.

01.01.-30.09.2018 01.01.-30.09.2017 01.07.-30.09.2018 01.07.-30.09.2017
CONTINUING OPERATIONS
Sales revenues 1,787,413 1,763,202 579,385 573,815
Cost of sales (1,458,519) (1,402,376) (463,124) (455,265)
Gross profit/(loss) on sales 328,894 360,826 116,261 118,550
Other operating income 7,723 2,660 728 499
Selling costs (166,034) (148,662) (53,698) (46,718)
General and administrative expenses (47,595) (37,912) (13,897) (12,993)
Other operating expenses (5,831) (1,067) (1,305) (282)
Operating profit/(loss) 117,157 175,845 48,089 59,056
Financial income 49,414 106,274 9,020 242
Financial expenses (74,378) (68,933) 11,613 (24,517)
Net financial income/(expenses) (24,964) 37,341 20,633 (24,275)
Profit/(loss) before tax 92,193 213,186 68,722 34,781
Income tax (19,744) (37,610) (13,808) (7,794)
Net profit/(loss) on continuing operations 72,449 175,576 54,914 26,987
DISCONTINUED OPERATIONS
Net profit/(loss) on discontinued operations - - - -
Net profit / (loss) for the period 72,449 175,576 54,914 26,987
Earnings/(loss) per share (in PLN):
Basic 1.37 3.33 1.04 0.51
Diluted 1.37 3.33 1.04 0.51

CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A.

01.01.-30.09.2018 01.01.-30.09.2017 01.07.-30.09.2018 01.07.-30.09.2017
Net profit / (loss) for the period 72,449 175,576 54,914 26,987
Other comprehensive income before tax that may be
reclassified to statement of profit or loss
(3,926) 10,998 (2,322) (856)
Provision for the use of cash flow hedges (3,926) 10,998 (2,322) (856)
Income tax attributable to other comprehensive
income
678 (1,874) 984 325
Income tax attributable to other comprehensive
income that may be reclassified to statement of profit
or loss
678 (1,874) 984 325
Other comprehensive income net of tax (3,248) 9,124 (1,338) (531)
TOTAL COMPREHENSIVE INCOME 69,201 184,700 53,576 26,456

CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A.

30.09.2018 31.12.2017
ASSETS
Property, plant and equipment 12,722 13,880
Intangible assets 36,957 34,143
Long-term financial assets 2,036,559 1,864,137
Deferred income tax assets 20,153 40,247
Total non-current assets 2,106,391 1,952,407
Inventory 20,952 31,795
Short-term financial assets 932,815 1,012,304
Income tax receivables 997 -
Trade and other receivables 425,418 280,765
Cash and cash equivalents 70,382 375,393
Total current assets 1,450,564 1,700,257
Total assets 3,556,955 3,652,664
EQUITY AND LIABILITIES
Share capital 287,614 287,614
Share premium 470,846 470,846
Provision for the use of cash flow hedges (2) 3,246
Actuarial gains 121 121
Other reserve capitals 76,199 76,199
Retained earnings 371,020 711,002
Total equity 1,205,798 1,549,028
Loans, borrowings and other debt instruments 1,367,607 1,130,482
Other non-current liabilities 68,995 41,528
Employee benefits provisions 448 436
Total non-current liabilities 1,437,050 1,172,446
Loans, borrowings and other debt instruments 389,514 413,516
Trade and other liabilities 487,548 476,443
Income tax liabilities - 4,758
Employee benefits provisions 328 400
Other provisions 36,717 36,073
Total current liabilities 914,107 931,190
Total liabilities 2,351,157 2,103,636
Total equity and liabilities 3,556,955 3,652,664

CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A.

01.01.-30.09.2018 01.01.-30.09.2017
Cash flows from operating activities
Net profit /(loss) for the period 72,449 175,576
Amortisation/depreciation 6,365 3,667
Recognition of impairment allowances 10,908 3,782
Foreign exchange (profit) /loss 3,661 (2,506)
(Profit) / loss on disposal of property, plant and equipment 120 (95)
Dividends and interest (8,649) (24,705)
Income tax payable/(receivable) 19,744 37,610
Change in liabilities due to loan arrangement fee (2,538) 1,958
Valuation of financial instruments 21,784 (28,815)
Other adjustments (490) -
Cash from operating activities before changes in working capital and provisions 123,354 166,472
Change in receivables (107,484) 64,632
Change in inventory 10,843 4,404
Change in current liabilities 12,171 (2,194)
Change in provisions and employee benefits 584 (131)
Cash generated from operating activities 39,468 233,183
Interest paid (21,472) (23,162)
Income tax paid/returned (2,737) (1,110)
Net cash from operating activities 15,259 208,911
Cash flows from investment activities
Disposal of a subsidiary - 454
Disposal of intangible assets and property, plant and equipment 31 4
Dividends received 1,678 7,011
Interest received 17,396 7,914
Proceeds from cash-pooling facility 6,198 -
Proceeds from repaid borrowings 104,429 51,394
Acquisition of a subsidiary (172,366) -
Acquisition of intangible assets and property, plant and equipment (20,597) (9,365)
Expenditures on increase and extra contribution to capital (150) (4,500)
Borrowings paid out (61,748) (130,361)
Cash pooling expenditures - (61,202)
Net cash from investment activities (125,129) (138,651)
Cash flows from financial activities
Proceeds from loans and borrowings 504,393 24,000
Dividends paid to shareholders (395,249) -
Repayment of loans and borrowings (276,424) (438)
Cash pooling expenditures (29,325) (11,502)
Net cash from financial activities (196,605) 12,060
Total net cash flows (306,475) 82,320
Cash and cash equivalents as at the beginning of the period 375,393 342,607
Impact of foreign exchange differences 1,464 2,081
Cash and cash equivalents as at the end of the period 70,382 427,008

CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A.

Share capital Share premium Provision for the use
of cash flow hedges
Other reserve
capitals
Actuarial gains Retained earnings Total equity
31.12.2017 287,614 470,846 3,246 76,199 121 711,002 1,549,028
Changes in accounting policies - - - - - (17,182) (17,182)
01.01.2018 287,614 470,846 3,246 76,199 121 693,820 1,531,846
Transactions with owners - - - - - (395,249) (395,249)
Dividend - - - - - (395,249) (395,249)
Total comprehensive income - - (3,248) - - 72,449 69,201
Net profit /(loss) for the period - - - - - 72,449 72,449
Other comprehensive income - - (3,248) - - - (3,248)
30.09.2018 287,614 470,846 (2) 76,199 121 371,020 1,205,798
01.01.2017 287,614 470,846 (5,120) 76,199 132 467,095 1,296,766
Total comprehensive income - - 9,124 - - 175,576 184,700
Net profit /(loss) for the period - - - - - 175,576 175,576
Other comprehensive income - - 9,124 - - - 9,124
30.09.2017 287,614 470,846 4,004 76,199 132 642,671 1,481,466

5. EXPLANATORY NOTES TO THE INTERIM CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 5

5.1. BASIS OF PREPARATION

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 29 March 2018 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 2018.757 of 2018). These financial statements present the financial position of CIECH S.A. as at 30 September 2018 and as at 31 December 2017, results of the Company's operations and cash flows for the period of 9 months ended 30 September 2018 and 30 September 2017, and were approved by the Management Board of CIECH S.A. on 21 November 2018.

These interim condensed separate financial statements were prepared under the assumption that CIECH S.A. will continue as a going concern in the foreseeable future. As at the date of approval of these 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 acceptable accounting principles and that they represent a true, accurate and fair reflection of CIECH S.A.'s financial position and the results of operations.

These interim condensed separate financial statements should be read together with the interim condensed consolidated financial statements of the CIECH Group for the 9-month period ended 30 September 2018.

5.2. ADOPTED ACCOUNTING PRINCIPLES

The CIECH S.A.'s accounting principles are described in the Financial Statements of CIECH S.A. for 2017, published on 26 March 2018. The aforementioned Financial Statements 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 the adopted IFRS 9 Financial Instruments and IFRS 15 Revenue from contracts with customers. Moreover, in 2018 CIECH S.A. changed its approach to recognising the costs of severance payments for key management personnel.

5.2.1. CHANGES IN INTERNATIONAL FINANCIAL REPORTING STANDARDS

On 1 January 2018, CIECH S.A. adopted new financial reporting standards, IFRS 9 Financial Instruments and IFRS 15 Revenue from Contracts with Customers.

Implementation of IFRS 9

For the purpose of the initial application of IFRS 9, CIECH S.A. did not restate previous periods' figures. Any differences between the previous carrying amount of financial assets and liabilities and their carrying amount at the beginning of the annual reporting period that includes the date of initial application of IFRS 9 were recognised by CIECH S.A. in the opening retained earnings of the annual reporting period that includes the date of initial application of IFRS 9, i.e. as at 1 January 2018.

IFRS 9 introduced a new impairment model for financial assets based on the concept of "expected credit losses", changes to the rules of classification and measurement of financial instruments (particularly of financial assets) as well as a new approach towards hedge accounting.

Classification and measurement of financial instruments

Financial assets

In accordance with IFRS 9, on initial recognition a financial asset may be classified into the following measurement categories:

    1. financial assets measured at amortised cost;
    1. financial assets measured at fair value through other comprehensive income;
    1. financial assets measured at fair value through profit or loss.

A financial asset is classified into one of above measurement categories on initial recognition in the balance sheet on the basis of the Company's business model for managing financial assets and the contractual cash flow characteristics of the financial asset.

Upon initial recognition of equity instruments not held for trading (or on the day of initial application of IFRS 9), CIECH S.A. could have made an irrevocable decision to designate individual investments in equity instruments as measured at fair value through other comprehensive income. Other equity instruments are measured at fair value through profit or loss.

At initial recognition, an analysis must be carried out to determine if a financial instrument contains an embedded derivative. Derivative instrument embedded in the hybrid contract, the host of which is a financial asset within the scope of IFRS 9, is not bifurcated and the hybrid contract is recognised in accordance with the MSSF 9 requirements for classification of financial assets. Derivative instrument embedded in the hybrid contract, the host of which is not a financial asset within the scope of IFRS 9, is assessed in order to determine whether it should be bifurcated.

Financial assets may be reclassified only when the Company changes the financial asset management business model. In such a case, all financial assets affected by the business model change are subject to reclassification.

Based on the review of financial assets held by the Company after 31 December 2017, CIECH S.A.:

    1. determined and allocated groups of financial assets to the appropriate business model on the basis of the assessment of the applied way of managing the financial asset portfolios by:
  • a) reviewing and assessing relevant and objective qualitative data which may have an impact on allocating financial asset portfolios to the appropriate business model (in particular, the reasons of sales of the financial assets from certain portfolios that occurred in the past);
  • b) reviewing and assessing relevant and objective quantitative data which may have an impact on allocating financial asset portfolios to the appropriate business model (e.g. the value of sales of the financial assets from certain portfolios that occurred, if any, in previous reporting periods and the frequency of those sales);
  • c) analysis of expectations regarding the value and frequency of sales from certain portfolios;
    1. determined, through identifying and analysing the contractual terms of financial assets with economic characteristics of debts instruments, as a result of which the financial asset may not meet the SPPI criterion, whether these contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, i.e. whether they are consistent with the SPPI criterion.

Financial assets with the characteristics of debt instruments

Following the analysis, the Company concluded that the implementation of IFRS 9 will not change the classification and measurement of financial assets held with economic characteristics of a debt instrument. Trade receivables pending transfer to the factor under non-recourse factoring arrangements could be an exception. These receivables are held by CIECH S.A. so that the entire trade receivable balance (agreed with the factor) may be assigned to the factor. The Company manages trade receivables designated for transfer to the factor under factoring without recourse in order to carry out cash flows through the sale of assets – obtaining cash flows arising from the agreement is not an integral part of the business model. Therefore, in accordance with IFRS 9, the Company classified these receivables as financial assets measured at fair value through profit or loss – however, due to the relatively short period of holding the receivables to be transferred to the factor in the balance sheet, the impact of the change in their classification on the financial position of the Company was deemed immaterial.

Equity instruments

CIECH S.A. holds equity instruments (shares) which constitute financial assets within the meaning of IAS 39 and IFRS 9. Pursuant to IAS 39, the Company measured the equity instruments held at cost less impairment losses. The net present carrying amount of these instruments is close to zero.

Pursuant to IFRS 9, CIECH S.A. classified the equity instruments (shares) held as measured at fair value through profit or loss. However, as at the date of implementation of IFRS 9, the estimated fair value of the equity instruments held was close to zero. Therefore, the impact of the change in their classification on CIECH S.A.'s financial position was deemed immaterial.

The table below presents a comparison of key changes in the classification of financial assets resulting from the implementation of IFRS 9.

Classes of financial
assets
Categories of financial
assets and measurement
method according to IAS
39
Business model
according to IFRS
9
SPPI
Criterion
Reclassification Categories of financial
assets and measurement
method according to IFRS
9
Cash and cash
equivalents
Loans and receivables –
measured at amortised
cost
Holding financial
assets in order to
collect contractual
cash flows
Met None Financial assets measured
at amortised cost
Bank deposits (their
value is included in
cash and cash
equivalents)
Loans and receivables –
measured at amortised
cost
Holding financial
assets in order to
collect contractual
cash flows
Met None Financial assets measured
at amortised cost
Loans granted Loans and receivables –
measured at amortised
cost
Holding financial
assets in order to
collect contractual
cash flows
Met None Financial assets measured
at amortised cost
Trade receivables Loans and receivables –
measured at amortised
cost
Holding financial
assets in order to
collect contractual
cash flows
Met None Financial assets measured
at amortised cost
Factoring receivables
(transferred to the
factor)
Loans and receivables –
measured at amortised
cost
Holding financial
assets in order to
collect contractual
cash flows
Met None Financial assets measured
at amortised cost
Derivatives Financial assets measured
at fair value through profit
or loss
Other business
model
Not
applicable
None Financial assets measured
at fair value through profit
or loss
Derivative
instruments
designated as
hedging instruments
Hedging instruments Other business
model
Not
applicable
None Hedging instruments

Impairment of financial assets

Contrary to IAS 39, IFRS 9 does not require the entities to identify the impairment trigger in order to estimate losses. Instead, entities are obliged to constantly estimate the level of credit losses since the initial recognition of a given asset until its derecognition.

Upon acquisition or granting of a financial asset, CIECH S.A. is obliged to keep an allowance in the amount of a 12-month ECL. In the event of significant increase in credit risk since the initial recognition of the asset, the Company is obliged to calculate lifetime expected credit losses (the so-called Stage 2). Such an approach will result in the earlier recognition of credit losses which will cause an increase in loss allowance and therefore it will also affect profit or loss.

Trade receivables are exceptions to this rule. For these categories of assets, the Company chose a simplified approach whereby lifetime expected credit losses are estimated from the moment of initial recognition of exposures.

Following the analysis of financial instruments held, CIECH S.A. calculated allowances based on the expected credit loss model for the following classes of financial instruments:

    1. Trade receivables,
    1. Factoring receivables,
    1. Loans granted,
    1. Term deposits, cash.

Hedge accounting

CIECH S.A. decided to move to IFRS 9 as regards hedge accounting, as of 1 January 2018. The Company took advantage of the option offered by IFRS 9 and applied the prospective approach from the date of initial application of IFRS 9. IFRS 9 requires the Company to ensure that its hedging relationships are compliant with the risk management strategy applied by the Company and its objectives. IFRS 9 introduces new requirements with regard to, among others, the assessment of hedge effectiveness, rebalancing of the hedge relationship as well as it prohibits voluntary discontinuation of hedge accounting (i.e. in the absence of the conditions to stop the application of hedge accounting, as defined in the Standard).

Implementation of IFRS 15 "Revenue from Contracts with Customers"

IFRS 15 "Revenue from Contracts with Customers" is effective for annual periods beginning on or after 1 January 2018. CIECH S.A. decided to apply IFRS 15 retrospectively with the recognition of the cumulative effect of the initial application of this IFRS as an adjustment to the initial balance of retained earnings in 2018.

The standard introduces uniform requirements for all entities with respect to recognition of revenue from contracts with customers based on the so-called 5-step model:

    1. Identifying the contract;
    1. Identifying performance obligations;
    1. Determining the transaction price;
    1. Allocating the transaction price to performance obligations;
    1. Satisfying the performance obligation.

This standard requires entities to evaluate contracts with customers and to identify elements in them that constitute separate performance obligations as defined in IFRS 15. For contracts that contain more than one performance obligation, the expected consideration will be allocated to each of the contracts in successive steps and the revenue will be recognised when (or as) the performance obligation is satisfied. The obligation to identify the performance obligations also applies to contracts where the contract is assumed to consist of only one element (e.g. sale of a product) when settled with the customer.

Based on the analysis of the impact of IFRS 15 on the financial statements of CIECH S.A., the following areas were identified and adjusted in order to implement the standard. However, due to the immateriality, no adjustments resulting from the implementation of IFRS 15 were made as at 1 January 2018.

Consignment warehouses

The Company enters into agreements with customers under which it undertakes to deliver its products to the customer's warehouses. Under the agreements, customers are supplied with raw materials to be used in production. Products in the raw material warehouse remain the property of the Company until they are released for production to the customer. However, all risks related to the possibility of losing or damaging raw materials are transferred to the customer upon delivery of the raw materials to the warehouse. The Company undertakes to deliver appropriate quantities of raw materials to the raw materials warehouse in accordance with the customer's order, and the customer inspects the quantity of raw materials in the raw materials warehouse in terms of frequency and volume of deliveries.

The new IFRS 15 guidelines concerning the determination of the moment of revenue recognition, i.e. the transfer of control, resulted in a change in the moment of recognition of revenue from the sale of products transferred to raw material warehouses. Control over the raw materials is transferred to the customer upon their acceptance into storage and revenue is recognised at this point.

As at 31.12.2017 IFRS 9 adjustments As at 01.01.2018
(data restated, unaudited)
ASSETS
Long-term financial assets 1,864,137 (1,740) 1,862,397
Deferred income tax assets 40,247 210 40,457
Total non-current assets 1,952,407 (1,530) 1,950,877
Short-term financial assets 1,012,304 (14,542) 997,762
Trade and other receivables 280,765 (620) 280,145
Cash and cash equivalents 375,393 (490) 374,903
Total current assets 1,700,257 (15,652) 1,684,605
Total assets 3,652,664 (17,182) 3,635,482
EQUITY AND LIABILITIES - - -
Retained earnings 711,002 (17,182) 693,820
Total equity 1,549,028 (17,182) 1,531,846
Total non-current liabilities 1,172,446 - 1,172,446
Total liabilities 2,103,636 - 2,103,636
Total equity and liabilities 3,652,664 (17,182) 3,635,482

Impact of the implementation of IFRS 9 on the statement of financial position of CIECH S.A. as at 1 January 2018

The tables below summarise the impact of the application of IFRS 15 on the financial statements of CIECH S.A. for the period ended 30 September 2018. In order to ensure comparability of financial data presented in different periods, the Company presented below a reconciliation of data prepared in accordance with IFRS 15 with data which would have been prepared had IAS 11 and IAS 18 been in force in 2018.

01.01.-30.09.2018
according to IFRS 15
Consignment warehouses 01.01.-30.09.2018
according to IAS 18
CONTINUING OPERATIONS
Sales revenues 1,787,413 (4,985) 1,782,428
Cost of sales (1,458,519) 4,049 (1,454,470)
Gross profit on sales 328,894 (936) 327,958
Other operating income 7,723 - 7,723
Selling costs (166,034) - (166,034)
General and administrative expenses (47,595) - (47,595)
Other operating expenses (5,831) - (5,831)
Operating profit 117,157 (936) 116,221
Financial income 49,414 - 49,414
Financial expenses (74,378) - (74,378)
Net financial income/(expenses) (24,964) - (24,964)
Profit before tax 92,193 (936) 91,257
Income tax (19,744) 178 (19,566)
Net profit on continuing operations 72,449 (758) 71,691
30.09.2018
according to IFRS 15
Consignment warehouses 30.09.2018
according to IAS 18
ASSETS
Deferred income tax assets 20,153 178 20,331
Total non-current assets 2,106,391 178 2,106,569
Inventory 20,952 4,049 25,001
Trade and other receivables 425,418 (4,985) 420,433
Total current assets 1,450,564 (936) 1,449,628
Total assets 3,556,955 (758) 3,556,197
EQUITY AND LIABILITIES - - -
Retained earnings 371,020 (758) 370,262
Total equity 1,205,798 (758) 1,205,040
Total non-current liabilities 1,437,050 - 1,437,050
Total current liabilities 914,107 - 914,107
Total liabilities 2,351,157 - 2,351,157
Total equity and liabilities 3,556,955 (758) 3,556,197

CIECH S.A. intends to adopt amendments to the IFRS that are published but not effective as at the date of publication of this report in accordance with their effective date. The estimated impact of amendments and impact of new IFRSs on the financial statements of CIECH S.A. was presented in the Financial Statements of CIECH S.A. for the year 2017, published on 26 March 2018.

5.3. CHANGES IN ESTIMATES

In the presented periods, there were no significant revisions to the estimates.

RATIO CALCULATION METHODOLOGY

Principles of ratio calculation (according to the data for continuing operations):

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 section 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 negative valuation of derivatives calculated separately for each derivative + 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 negative valuation of derivatives calculated separately for each derivative + factoring
liabilities)

REPRESENTATION OF THE MANAGEMENT BOARD

This Extended consolidated quarterly report of the CIECH Group for three quarters of 2018 was approved by the Management Board of CIECH S.A. at its registered office on 21 November 2018.

Warsaw, 21 November 2018

(signed on the polish original)

……………………………................................................

Dawid Jakubowicz — President 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)

………………………………………………………………………………

………………………………………………………………………………

…………………………………………………………………..…………..

Mirosław Skowron — Member of the Management Board of CIECH Spółka Akcyjna

(signed on the polish original)

Krzysztof Szlaga — 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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