Quarterly Report • Sep 23, 2021
Quarterly Report
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of the CIECH Group for the first half of 2021

We are providing a courtesy English translation of our reviewed financial statements which were originally written in Polish. We take no responsibility for the accuracy of our translation. For an accurate reading of our reviewed financial statements, please refer to the Polish language version of our reviewed financial statements.
| in thousand PLN | in thousand EUR | |||
|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 6 months | 6 months | 6 months | 6 months |
| ended | ended | ended | ended | |
| 30.06.2021 | 30.06.2020 | 30.06.2021 | 30.06.2020 | |
| Sales revenues on continued operations | 1,695,785 | 1,480,602 | 372,929 | 333,371 |
| Operating profit/(loss) on continued operations | 237,847 | 119,359 | 52,306 | 26,875 |
| Profit/(loss) before tax on continued operations | 178,021 | 78,443 | 39,150 | 17,662 |
| Net profit / (loss) for the period | 192,290 | 34,017 | 42,288 | 7,660 |
| Net profit/(loss) attributable to shareholders of the parent company |
192,408 | 34,698 | 42,314 | 7,813 |
| Net profit/(loss) attributed to non-controlling interest | (118) | (681) | (26) | (153) |
| Other comprehensive income net of tax | 25,455 | (22,213) | 5,598 | (5,001) |
| Total comprehensive income | 217,745 | 11,804 | 47,886 | 2,659 |
| Cash flows from operating activities | 431,155 | 316,059 | 94,818 | 71,164 |
| Cash flows from investment activities | (368,170) | (381,758) | (80,966) | (85,956) |
| Cash flows from financial activities | (9,869) | 446,902 | (2,170) | 100,624 |
| Total net cash flows | 53,116 | 381,203 | 11,682 | 85,832 |
| Earnings (loss) per ordinary share (in PLN/EUR) | 3.65 | 0.66 | 0.80 | 0.15 |
| as at | as at | as at | as at | |
| 30.06.2021 | 31.12.2020 | 30.06.2021 | 31.12.2020 | |
| Total assets | 5,969,634 | 5,730,323 | 1,320,481 | 1,241,728 |
| Non-current liabilities | 2,368,581 | 401,146 | 523,930 | 86,926 |
| Current liabilities | 1,422,869 | 3,210,639 | 314,738 | 695,727 |
| Total equity | 2,178,184 | 2,118,538 | 481,813 | 459,075 |
| Equity attributable to shareholders of the parent | 2,180,298 | 2,120,615 | 482,281 | 459,525 |
| Non-controlling interest | (2,114) | (2,077) | (468) | (450) |
| Share capital | 287,614 | 287,614 | 63,620 | 62,324 |
| in thousand PLN | in thousand EUR | |||
|---|---|---|---|---|
| SELECTED FINANCIAL DATA | 6 months | 6 months | 6 months | 6 months |
| ended | ended | ended | ended | |
| 30.06.2021 | 30.06.2020 | 30.06.2021 | 30.06.2020 | |
| Sales revenues on continued operations | 765,364 | 837,545 | 168,315 | 188,581 |
| Operating profit/(loss) on continued operations | 17,998 | 19,392 | 3,958 | 4,366 |
| Profit/(loss) before tax on continued operations | 33,500 | 32,952 | 7,367 | 7,419 |
| Net profit for the period | 72,520 | 32,768 | 15,948 | 7,378 |
| Other comprehensive income net of tax | 27,676 | (26,417) | 6,086 | (5,948) |
| Total comprehensive income | 100,196 | 6,351 | 22,034 | 1,430 |
| Cash flows from operating activities | (73,444) | (90,418) | (16,151) | (20,358) |
| Cash flows from investment activities | (170,442) | (89,677) | (37,483) | (20,192) |
| Cash flows from financial activities | 97,251 | 467,050 | 21,387 | 105,161 |
| Total net cash flows | (146,635) | 286,955 | (32,247) | 64,611 |
| Earnings (loss) per ordinary share (in PLN/EUR) | 1.38 | 0.62 | 0.30 | 0.14 |
| as at | as at | as at | as at | |
| 30.06.2021 | 31.12.2020 | 30.06.2021 | 31.12.2020 | |
| Total assets | 4,495,243 | 4,357,634 | 994,346 | 944,274 |
| Total non-current liabilities | 1,999,136 | 40,973 | 442,208 | 8,879 |
| Total current liabilities | 960,242 | 2,722,893 | 212,405 | 590,035 |
| Total equity | 1,535,865 | 1,593,768 | 339,733 | 345,360 |
| Share capital | 287,614 | 287,614 | 63,620 | 62,324 |
The above selected financial data were converted into PLN in accordance with the following principles:
| as at 30.06.2021 | as at 31.12.2020 | 6 months ended 30.06.2021 |
6 months ended 30.06.2020 |
|
|---|---|---|---|---|
| EUR 1 = PLN 4.5208 | EUR 1 = PLN 4.6148 | EUR 1 = PLN 4.5472 | EUR 1 = PLN 4.4413 |
PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ENDORSED BY THE EUROPEAN UNION
| 1. | SEMI-ANNUAL 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 SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 11 | |
| 2.1. | BASIS FOR PREPARATION OF THE SEMI-ANNUAL CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE CIECH GROUP 11 | |
| 2.2. | ADOPTED ACCOUNTING PRINCIPLES 11 | |
| 2.2.1. ADJUSTMENT OF PRIOR PERIOD ERRORS AND CHANGES IN ACCOUNTING POLICY 12 | ||
| 2.3. | FUNCTIONAL AND REPORTING CURRENCY 14 | |
| 2.4. | SEASONALITY AND CYCLICALITY OF ACTIVITY OF THE CIECH GROUP 14 | |
| 2.5. | CIECH GROUP'S SEGMENT REPORTING 14 | |
| 2.6. | PROVISIONS AND IMPAIRMENT LOSSES ON ASSETS 21 | |
| 2.7. | INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 23 | |
| 2.8. | INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS 24 | |
| 2.8.1. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE 26 | ||
| 2.8.2. FINANCIAL INSTRUMENTS NOT MEASURED AT FAIR VALUE 26 | ||
| 2.9. | INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND CONTRACTUAL 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 27 | |
| 2.11. | INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES 27 | |
| 2.12. | ISSUE, REDEMPTION AND REPAYMENT OF DEBT SECURITIES AND EQUITY SECURITIES IN THE CIECH GROUP 28 | |
| 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 36 | |
| 2.15. | INFORMATION ON DISCONTINUED OPERATIONS, NON-CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE AND LIABILITIES RELATED THERETO DURING THE FIRST HALF OF 2021 37 |
|
| 2.16. | INFORMATION ON IMPORTANT EVENTS IN THE CIECH GROUP IN THE FIRST HALF OF 2021 38 | |
| 2.17. | INFORMATION ON POST-BALANCE-SHEET EVENTS 39 | |
| 2.18. | INFORMATION ON THE CURRENT SITUATION IN CONNECTION WITH THE IMPACT OF THE COVID-19 CORONAVIRUS PANDEMIC ON THE CIECH GROUP'S ACTIVITIES 39 |
|
| 3. | SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING | |
| STANDARDS AS ENDORSED BY THE EUROPEAN UNION 43 | ||
| CONDENSED SEPARATE STATEMENT OF PROFIT OR LOSS OF CIECH S.A. 43 | ||
| CONDENSED SEPARATE STATEMENT OF OTHER COMPREHENSIVE INCOME OF CIECH S.A. 44 | ||
| CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION OF CIECH S.A. 45 | ||
| CONDENSED SEPARATE STATEMENT OF CASH FLOWS OF CIECH S.A. 46 | ||
| CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY OF CIECH S.A. 47 | ||
| 4. | EXPLANATORY NOTES TO THE SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 48 | |
| 4.1. | BASIS OF PREPARATION OF THE SEMI-ANNUAL CONDENSED SEPARATE FINANCIAL STATEMENTS OF CIECH S.A. 48 | |
| 4.2. | ADOPTED ACCOUNTING PRINCIPLES 48 | |
| 4.3. | FUNCTIONAL AND REPORTING CURRENCY 49 | |
| 4.4. | SEASONALITY AND CYCLICALITY OF ACTIVITY OF CIECH S.A. 49 | |
| 4.5. | CIECH S.A.'S SEGMENT REPORTING 49 | |
| 4.6. | PROVISIONS AND IMPAIRMENT LOSSES ON ASSETS 55 | |
| 4.7. | INCOME TAX, DEFERRED TAX ASSETS AND LIABILITY 56 | |
| 4.8. | INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS 57 | |
| 4.9. | INFORMATION ON PURCHASE AND DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT AND COMMITMENTS FOR THE ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT 57 |
|
| 4.10. | INFORMATION ON LOAN AGREEMENTS, INCLUDING OVERDUE DEBTS OR OTHER VIOLATIONS OF DEBT-RELATED AGREEMENTS 57 | |
| 4.11. | INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES 58 | |
| 4.12. | ISSUE, REDEMPTION AND REPAYMENT OF DEBT AND EQUITY SECURITIES AT CIECH S.A. 58 | |
| 4.13. | CONTINGENT ASSETS AND CONTINGENT LIABILITIES INCLUDING GUARANTEES AND SURETIES 59 | |
| 4.14. | INFORMATION ON DIVIDENDS PAID (OR DECLARED), IN TOTAL AND PER SHARE, BROKEN DOWN INTO ORDINARY SHARES AND PREFERENCE SHARES 59 |
| 4.15. | INFORMATION ON DISCONTINUED OPERATIONS, NON-CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE AND LIABILITIES RELATED THERETO DURING THE FIRST HALF OF 2021 59 |
|
|---|---|---|
| 4.16. | INFORMATION ON POST-BALANCE-SHEET EVENTS 60 | |
| 4.17. | INFORMATION ON THE CURRENT SITUATION IN CONNECTION WITH THE IMPACT OF THE COVID-19 CORONAVIRUS PANDEMIC ON CIECH S.A.'S ACTIVITIES 60 |
|
| 5. | MANAGEMENT BOARD REPORT ON THE CIECH GROUP'S ACTIVITIES 64 | |
| 5.1. | DESCRIPTION OF THE CIECH GROUP'S ORGANISATION 64 | |
| 5.2. | INFORMATION ON NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES 67 | |
| 5.3. | SIGNIFICANT EFFECTS OF CHANGES TO THE ORGANISATIONAL STRUCTURE OF THE CIECH GROUP IN THE FIRST HALF OF 2021 67 | |
| 5.4. | THE MOST IMPORTANT EVENTS IN THE CIECH GROUP IN THE FIRST HALF OF 2021 69 | |
| 5.5. | REVIEW OF KEY ECONOMIC AND FINANCIAL FIGURES CONCERNING THE CIECH GROUP 70 | |
| 5.5.1. BASIC FINANCIAL DATA 70 | ||
| 5.5.2. SALES REVENUES 70 | ||
| 5.5.3. PROFIT/(LOSS) ON SALES AND OPERATING PROFIT/(LOSS) 72 | ||
| 5.5.4. FINANCING ACTIVITIES AND NET PROFIT/LOSS 73 | ||
| 5.5.5. ASSET POSITION OF THE CIECH GROUP 74 | ||
| 5.5.6. CASH POSITION OF THE CIECH GROUP 75 | ||
| 5.5.7. WORKING CAPITAL AND SELECTED FINANCIAL RATIOS OF THE CIECH GROUP 75 | ||
| 5.6. | SIGNIFICANT RISK FACTORS 79 | |
| 5.7. | FULFILMENT OF PROFIT FORECASTS PREVIOUSLY PUBLISHED FOR A GIVEN YEAR IN THE LIGHT OF THE RESULTS DISCLOSED IN THE REPORT AGAINST THE FORECAST RESULTS 81 |
|
| 5.8. | FACTORS AFFECTING THE CIECH GROUP'S RESULTS WITH PARTICULAR FOCUS ON THE NEXT SIX MONTHS 81 | |
| 5.9. | CIECH S.A.'S SHAREHOLDERS HOLDING AT LEAST 5% OF SHARES/VOTES AT THE GENERAL SHAREHOLDERS' MEETING 84 | |
| 5.10. | CHANGES IN THE NUMBER OF SHARES IN CIECH S.A. HELD BY THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD OF CIECH S.A. 84 | |
| 5.11. | LITIGATION PENDING BEFORE A COURT, COMPETENT ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY 85 | |
| 5.11.1. SIGNIFICANT DISPUTED LIABILITIES OF THE CIECH GROUP 85 | ||
| 5.11.2. SIGNIFICANT DISPUTED RECEIVABLES OF THE CIECH GROUP 85 | ||
| 5.12. | LOAN OR BORROWING SURETIES OR GUARANTEES GRANTED BY CIECH S.A. OR ITS SUBSIDIARY 85 | |
| 5.13. | INFORMATION ON TRANSACTIONS BETWEEN THE KEY MANAGEMENT PERSONNEL OF CIECH S.A. AND RELATED PARTIES 85 | |
| RATIO CALCULATION METHODOLOGY 86 | ||
| REPRESENTATION BY THE MANAGEMENT BOARD 87 |
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | 01.04.-30.06.2021 | 01.04.-30.06.2020* | |
|---|---|---|---|---|
| Data not reviewed | ||||
| CONTINUING OPERATIONS | ||||
| Sales revenues | 1,695,785 | 1,480,602 | 834,713 | 690,123 |
| Cost of sales | (1,303,786) | (1,154,933) | (628,671) | (538,088) |
| Gross profit/(loss) on sales | 391,999 | 325,669 | 206,042 | 152,035 |
| Other operating income | 77,046 | 18,926 | 11,948 | 7,744 |
| Selling costs | (108,781) | (76,912) | (59,851) | (29,886) |
| General and administrative expenses | (97,099) | (102,419) | (46,484) | (45,927) |
| Other operating expenses | (25,318) | (45,905) | (11,056) | (27,681) |
| Operating profit/(loss) | 237,847 | 119,359 | 100,599 | 56,285 |
| Financial income, including: | 7,573 | 19,930 | (21,380) | (10,845) |
| Profit from financial instruments | 5,113 | 4,832 | (8,265) | 4,165 |
| Financial costs, including: | (67,190) | (61,037) | (39,378) | (34,983) |
| Loss from financial instruments | (40,323) | (56,195) | (15,458) | (33,035) |
| Net financial income/(expenses) | (59,617) | (41,107) | (60,758) | (45,828) |
| Share of profit / (loss) of equity-accounted | ||||
| investees | (209) | 191 | (94) | (130) |
| Profit/(loss) before tax | 178,021 | 78,443 | 39,747 | 10,327 |
| Income tax | (48,271) | (44,636) | (23,883) | (17,442) |
| Net profit/(loss) on continuing operations | 129,750 | 33,807 | 15,864 | (7,115) |
| DISCONTINUED OPERATIONS | ||||
| Net profit/(loss) on discontinued operations | 62,540 | 210 | (7,273) | 1,711 |
| Net profit / (loss) for the period | 192,290 | 34,017 | 8,591 | (5,404) |
| including: | ||||
| Net profit/(loss) attributable to shareholders of the | 192,408 | 34,698 | 7,980 | (4,977) |
| parent company | ||||
| Net profit/(loss) attributed to non-controlling | (118) | (681) | 611 | (427) |
| interest | ||||
| Earnings per share (in PLN): | ||||
| Basic | 3.65 | 0.66 | 0.15 | (0.09) |
| Diluted | 3.65 | 0.66 | 0.15 | (0.09) |
| Earnings/(loss) per share (in PLN) from continuing | ||||
| operations: Basic |
2.46 | 0.65 | 0.29 | (0.13) |
| Diluted | 2.46 | 0.65 | 0.29 | (0.13) |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
The condensed consolidated statement of profit or loss of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | 01.04.-30.06.2021 | 01.04.-30.06.2020* | |||
|---|---|---|---|---|---|---|
| Data not reviewed | ||||||
| Net profit / (loss) for the period | 192,290 | 34,017 | 8,591 | (5,404) | ||
| Other comprehensive income before tax that | ||||||
| may be reclassified to the statement of profit | 41,519 | (34,444) | 35,409 | (5,977) | ||
| or loss | ||||||
| Currency translation differences (foreign companies) |
(14,774) | 27,044 | (19,011) | (13,346) | ||
| Profit (loss) from cash flow hedge reserve | 55,570 | (61,697) | 53,576 | 7,905 | ||
| Profit (loss) from costs of hedging reserve | 723 | 212 | 849 | (533) | ||
| Other components of other comprehensive | - | (3) | (5) | (3) | ||
| income | ||||||
| Other comprehensive income before tax that | ||||||
| may not be reclassified to the statement of | - | - | - | - | ||
| profit or loss | ||||||
| Income tax attributable to other | (16,064) | 12,231 | (12,960) | (2,556) | ||
| comprehensive income | ||||||
| Income tax attributable to other | ||||||
| comprehensive income that may be reclassified | (16,064) | 12,231 | (12,960) | (2,556) | ||
| to the statement of profit or loss | ||||||
| Other comprehensive income net of tax | 25,455 | (22,213) | 22,449 | (8,533) | ||
| Comprehensive income including attributable | ||||||
| to: | 217,745 | 11,804 | 31,040 | (13,937) | ||
| Shareholders of the parent company | 217,782 | 12,320 | 30,499 | (13,458) | ||
| Non-controlling interest | (37) | (516) | 541 | (479) |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
The condensed consolidated statement of other comprehensive income of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
| 30.06.2021 | 31.12.2020* | 30.06.2020* | |
|---|---|---|---|
| ASSETS | |||
| Property, plant and equipment | 3,528,210 | 3,366,296 | 2,964,158 |
| Rights to use an asset | 172,959 | 176,688 | 185,557 |
| Intangible assets other than goodwill | 372,861 | 395,193 | 331,833 |
| Goodwill | 147,027 | 149,709 | 145,464 |
| Investment property | 40,278 | 40,948 | 36,625 |
| Non-current receivables | 66,882 | 53,702 | 60,366 |
| Investments in jointly-controlled entities measured under the equity | |||
| method | 5,322 | 5,646 | 6,441 |
| Long-term financial assets | 104,630 | 12,477 | 14,355 |
| Deferred income tax assets | 44,557 | 50,688 | 55,006 |
| Total non-current assets | 4,482,726 | 4,251,347 | 3,799,805 |
| Inventory | 360,646 | 348,989 | 360,106 |
| Short-term financial assets | 103,206 | 19,863 | 2,979 |
| Income tax receivables | 22,918 | 25,760 | 8,336 |
| Trade and other receivables | 497,700 | 478,508 | 442,834 |
| Cash and cash equivalents | 502,070 | 443,886 | 673,406 |
| Non-current assets and groups for disposal held for sale | 368 | 161,970 | 148,365 |
| Total current assets | 1,486,908 | 1,478,976 | 1,636,026 |
| Total assets | 5,969,634 | 5,730,323 | 5,435,831 |
| EQUITY AND LIABILITIES | |||
| Share capital | 287,614 | 287,614 | 287,614 |
| Share premium | 470,846 | 470,846 | 470,846 |
| Cash flow hedge reserve | 30,597 | (9,393) | (32,971) |
| Profit (loss) from costs of hedging reserve | (3,261) | (3,659) | (4) |
| Actuarial gains | (495) | (495) | (360) |
| Other reserve capitals | 425,021 | 425,021 | 425,021 |
| Currency translation reserve | (46,751) | (31,737) | (47,882) |
| Retained earnings | 1,016,727 | 982,418 | 887,852 |
| Equity attributable to shareholders of the parent | 2,180,298 | 2,120,615 | 1,990,116 |
| Non-controlling interest | (2,114) | (2,077) | (1,496) |
| Total equity | 2,178,184 | 2,118,538 | 1,988,620 |
| Non-current loans, borrowings and other debt instruments | 1,851,722 | 360 | 1,754,799 |
| Lease liabilities | 101,047 | 103,523 | 111,330 |
| Other non-current liabilities | 181,807 | 82,028 | 128,922 |
| Employee benefits reserve | 13,016 | 12,958 | 12,742 |
| Other provisions | 153,238 | 153,261 | 106,336 |
| Deferred income tax liability | 67,751 | 49,016 | 53,797 |
| Total non-current liabilities | 2,368,581 | 401,146 | 2,167,926 |
| Current loans, borrowings and other debt instruments | 46,293 | 1,911,115 | 367,344 |
| Lease liabilities | 24,214 | 25,735 | 25,418 |
| Trade and other liabilities | 1,200,443 | 1,101,036 | 676,449 |
| Income tax liabilities | 56,209 | 47,918 | 72,586 |
| Employee benefits reserve | 2,101 | 3,100 | 3,212 |
| Other provisions | 93,609 | 95,237 | 116,912 |
| Liabilities related to non-current assets and groups for disposal classified as held for sale |
- | 26,498 | 17,364 |
| Total current liabilities | 1,422,869 | 3,210,639 | 1,279,285 |
| Total liabilities | 3,791,450 | 3,611,785 | 3,447,211 |
| Total equity and liabilities | 5,969,634 | 5,730,323 | 5,435,831 |
*Restated data. For detailed information, see Note 2.2.1 to this report.
The condensed consolidated statement of financial position of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | |
|---|---|---|
| Cash flows from operating activities | ||
| Net profit/(loss) for the period | 192,290 | 34,017 |
| Adjustments | 290,803 | 326,632 |
| Amortisation/depreciation | 169,828 | 163,388 |
| Recognition of impairment allowances | 332 | 48 |
| Foreign exchange (profit) /loss | 17,650 | (18,550) |
| Investment property revaluation | - | (115) |
| (Profit) / loss on investment activities | (54,595) | (388) |
| (Profit) / loss on disposal of property, plant and equipment | (480) | (1,801) |
| Dividends and interest | 5,055 | 27,795 |
| Income tax | 49,122 | 45,095 |
| (Profit) / loss on the settlement of construction contracts (caverns) | (12,059) | - |
| Share of (profit) / loss on equity accounted investees | 209 | (191) |
| Change in liabilities due to loan arrangement fee | (8,953) | 1,085 |
| Valuation of derivatives | 17,584 | 10,829 |
| Ineffective portion of hedge accounting | 3,492 | - |
| Other adjustments | (7,069) | 5,128 |
| Change in receivables | (109,172) | 84,683 |
| Change in inventory | (9,063) | 71,288 |
| Change in current liabilities | 225,199 | (58,169) |
| Change in provisions and employee benefits | 1,210 | (3,493) |
| Interest paid | (17,684) | (28,966) |
| Income tax (paid)/returned | (21,696) | (15,624) |
| Loans recivables repayment - setoff | (10,045) | - |
| Net cash from operating activities | 431,155 | 316,059 |
| Cash flows from investment activities | ||
| Disposal of a subsidiary | 66,954 | - |
| Disposal of intangible assets and property, plant and equipment | 1,569 | 773 |
| Dividends received | - | 114 |
| Interest received | 324 | 2,344 |
| Subsidies received | 287 | 558 |
| Proceeds from repaid borrowings | 30,259 | - |
| Acquisition of a subsidiary (after deduction of acquired cash) | - | 79 |
| Acquisition of intangible assets and property, plant and equipment | (375,970) | (267,476) |
| Development expenditures | (8,661) | (11,799) |
| Borrowings paid out | - | (120) |
| Expenditure on the purchase of emission rights | (82,802) | (107,741) |
| Other investment inflows (outflows) | (130) | 1,510 |
| Net cash from investment activities | (368,170) | (381,758) |
| Cash flows from financial activities | ||
| Proceeds from loans and borrowings | 197,477 | 473,493 |
| Repayment of loans and borrowings | (193,394) | (10,908) |
| Payments of lease liabilities | (13,869) | (15,683) |
| Other financial inflows (outflows) | (83) | - |
| Net cash from financial activities | (9,869) | 446,902 |
| Total net cash flows | 53,116 | 381,203 |
| Cash and cash equivalents as at the beginning of the period | 448,799 | 299,567 |
| Impact of foreign exchange differences | 155 | 24 |
| Cash and cash equivalents as at the end of the period | 502,070 | 680,794 |
*The difference in relation to cash and cash equivalents presented in the consolidated statement of financial position results from the presentation of cash held by CIECH Żywice Sp. z o.o. as assets held for sale.
The condensed consolidated statement of cash flows of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
| Share capital |
Share premium |
Cash flow hedge reserve |
Profit (loss) from costs of hedging reserve |
Other reserve capitals |
Actuarial gains |
Currency translation reserve |
Retained earnings |
Equity attributable to shareholders of the parent |
Non controlling interest |
Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 01.01.2021 | 287,614 | 470,846 | (9,393) | (3,659) | 425,021 | (495) | (31,737) | 982,418 | 2,120,615 | (2,077) | 2,118,538 |
| Transactions with the owners | - | - | - | - | - | - | (158,099) | (158,099) | - | (158,099) | |
| Dividend | - | - | - | - | - | - | (158,099) | (158,099) | - | (158,099) | |
| Total comprehensive income for the period |
- | - | 39,990 | 398 | - | - | (15,014) | 192,408 | 217,782 | (37) | 217,745 |
| Net profit / (loss) for the period | - | - | - | - | - | - | - | 192,408 | 192,408 | (118) | 192,290 |
| Other comprehensive income | - | - | 39,990 | 398 | - | - | (15,014) | - | 25,374 | 81 | 25,455 |
| 30.06.2021 | 287,614 | 470,846 | 30,597 | (3,261) | 425,021 | (495) | (46,751) | 1,016,727 | 2,180,298 | (2,114) | 2,178,184 |
| 01.01.2020 | 287,614 | 470,846 | 17,678 | (216) | 78,521 | (360) | (75,944) | 1,199,657 | 1,977,796 | (1,017) | 1,976,779 |
| Transactions with the owners | - | - | - | - | 346,500 | - | - | (346,500) | - | 37 | 37 |
| Reserve fund for the purchase of own shares |
- | - | - | - | 346,500 | - | - | (346,500) | - | - | - |
| Change in the Group's structure | - | - | - | - | - | - | - | - | 37 | 37 | |
| Total comprehensive income for the period |
- | - | (50,649) | 212 | - | - | 28,062 | 34,695 | 12,320 | (516) | 11,804 |
| Net profit / (loss) for the period | - | - | - | - | - | - | - | 34,698 | 34,698 | (681) | 34,017 |
| Other comprehensive income | - | - | (50,649) | 212 | - | - | 28,062 | (3) | (22,378) | 165 | (22,213) |
| 30.06.2020* | 287,614 | 470,846 | (32,971) | (4) | 425,021 | (360) | (47,882) | 887,852 | 1,990,116 | (1,496) | 1,988,620 |
The condensed statement of changes in consolidated equity of the CIECH Group should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed consolidated financial statements.
These semi-annual 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 June 2021 and as at 31 December 2020, results of the Group's operations and cash flows for the period of 6 months ended 30 June 2021 and 30 June 2020, and were approved by the Management Board of CIECH S.A. on 23 September 2021.
These semi-annual 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 semi-annual condensed consolidated financial statements were prepared under the assumption that the CIECH Group will continue as a going concern in the foreseeable future. As at the date of approval of these semi-annual condensed consolidated financial statements, no facts or circumstances are known that would indicate any threat to the Group continuing as a going concern.
The Management Board of CIECH S.A. represents that to the best of its knowledge these semi-annual 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 6 months ended 30 June 2021 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 Sections 2.6, 2.7, 2.8 and 2.13 hereof. Information on the impact of the COVID-19 pandemic on the operations of the CIECH Group is presented in Note 2.18 hereof. During the current semi-annual period there were no significant revisions to the estimates presented in previous reporting periods.
The Management Board of CIECH S.A. represents that Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. with its registered office in Warsaw, entered into the list of entities authorised to audit financial statements under the registry No 73 kept by the National Chamber of Statutory Auditors was chosen in accordance with the binding legal regulations to review the semi-annual condensed consolidated financial statements for the period from 1 January to 30 June 2021.
The CIECH Group's accounting principles are described in the Consolidated Financial Statements of the CIECH Group for the year 2020, published on 22 April 2021. 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.
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 2020, published on 22 April 2021.
The following items have been reclassified relative to the previously published comparatives for the period from 1 January to 30 June 2020 and the balance sheet figures as at 31 December 2020 and as at 30 June 2020:
The level of revenues earned in the first half of 2020 was adjusted for the settlement of foreign exchange differences related to debt on account of bonds issued in EUR, previously designated as a hedge of revenues in EUR as of 2020. The previously presented figures for the first half of 2020 erroneously did not include the allocation of the relevant value of these adjustments to discontinued operations.
To date, costs related to idle capacity in CIECH Group companies were presented under other operating expenses. Following the presentation change, these figures are included in core operations and affect the cost of sales, which better reflects the nature of these costs.
Netting of exchange differences that have been allocated to discontinued operations and allocation of items of financial income and expenses that were classified as those related to discontinued operations.
Reclassification of subsidies reported in short-term liabilities to long-term liabilities in the amount of PLN 23,074 thousand in the statement of financial position as at 30 June 2020.
Recognition of the valuation of futures transactions for the sale of CO2 emission allowances at CIECH Soda Romania S.A. in the statements of financial position as at 31 December 2020 and as at 30 June 2020.
The impact of the adjustments on the previously reported consolidated data for the period from 1 January to 30 June 2020 is presented below.
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS |
After adjustments 01.01.- 30.06.2020 |
Presentation adjustment of continuing operations due to separation of discontinued operations |
Net foreign exchange differences |
Allocation of adjustments concerning hedge accounting to discontinued operations |
Presentation adjustment to costs of idle capacity |
Previously presented 01.01.- 30.06.2020 |
|---|---|---|---|---|---|---|
| Net sales revenues | 1,480,602 | - | - | 2,679 | - | 1,477,923 |
| Cost of sales | (1,154,933) | - | - | - | (9,585) | (1,145,348) |
| Gross profit/loss on sales | 325,669 | - | - | 2,679 | (9,585) | 332,575 |
| Other operating income | 18,926 | - | - | - | - | 18,926 |
| Selling costs | (76,912) | - | - | - | - | (76,912) |
| General and administrative expenses |
(102,419) | - | - | - | - | (102,420) |
| Other operating expenses | (45,905) | - | - | - | 9,585 | (55,490) |
| Operating profit/loss | 119,359 | - | - | 2,679 | - | 116,679 |
| Financial income | 19,930 | 1,229 | 2,063 | - | 16,638 | |
| Financial expenses | (61,037) | (3,426) | (2,063) | - | - | (55,548) |
| CONSOLIDATED STATEMENT OF PROFIT OR LOSS |
After adjustments 01.01.- 30.06.2020 |
Presentation adjustment of continuing operations due to separation of discontinued operations |
Net foreign exchange differences |
Allocation of adjustments concerning hedge accounting to discontinued operations |
Presentation adjustment to costs of idle capacity |
Previously presented 01.01.- 30.06.2020 |
|---|---|---|---|---|---|---|
| Net financial income/expenses |
(41,107) | (2,197) | - | 2,679 | - | (38,910) |
| Share in net profit of subordinated entities accounted for with equity method |
191 | - | - | - | - | 191 |
| Profit/loss before tax | 78,443 | (2,197) | - | 2,679 | - | 77,960 |
| Income tax | (44,636) | - | - | - | (44,636) | |
| Net profit/loss | 33,807 | (2,197) | - | 2,679 | - | 33,324 |
| Profit/loss on sales relating to discontinued operations |
210 | 2,197 | - | (2,679) | - | 693 |
| Net profit/loss for the financial year |
34,017 | (2,197) | - | - | - | 34,017 |
| including: | ||||||
| Net profit/loss attributable to shareholders of the parent |
34,699 | (2,197) | - | - | - | 34,698 |
| Net profit/loss attributable to non-controlling interest |
(681) | - | - | - | - | (681) |
| Earnings/loss per share (in PLN): |
- | - | ||||
| Basic | 0.66 | - | - | - | - | 0.66 |
| Diluted | 0.66 | - | - | - | - | 0.66 |
| Earnings/loss per share (in PLN) from continuing operations: |
- | - | ||||
| Basic | 0.65 | 0.02 | - | (0.02) | - | 0.65 |
| Diluted | 0.65 | 0.02 | - | (0.02) | - | 0.65 |
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
After adjustment as at 31 December 2020 |
Recognition of valuation of futures |
Previously presented 31.12.2020 |
After adjustment as at 30 June 2020 |
Recognition of valuation of futures |
Reclassification of subsidies |
Previously presented 30.06.2020 |
|---|---|---|---|---|---|---|---|
| ASSETS | |||||||
| Total non-current assets | 4,251,347 | - | 4,251,347 | 3,799,805 | - | - | 3,799,805 |
| Trade and other receivables | 478,508 | 22,590 | 455,918 | 442,834 | 13,201 | - | 429,633 |
| Total current assets | 1,478,976 | 22,590 | 1,456,386 | 1,636,026 | 13,201 | - | 1,622,825 |
| Total assets | 5,730,323 | 22,590 | 5,707,733 | 5,435,831 | 13,201 | - | 5,422,630 |
| EQUITY AND LIABILITIES | |||||||
| Total equity | 2,118,538 | - | 2,118,538 | 1,988,620 | - | - | 1,988,620 |
| Other long-term liabilities | 82,028 | - | 82,028 | 128,922 | - | 23,074 | 105,848 |
| Total non-current liabilities | 401,146 | - | 401,146 | 2,167,926 | - | 23,074 | 2,144,852 |
| Trade and other liabilities | 1,101,036 | 22,590 | 1,078,446 | 676,449 | 13,201 | (23,074) | 686,322 |
| Total short-term liabilities | 3,210,639 | 22,590 | 3,188,049 | 1,279,285 | 13,201 | (23,074) | 1,289,158 |
| Total liabilities | 3,611,785 | 22,590 | 3,589,195 | 3,447,211 | 13,201 | - | 3,434,010 |
| Total equity and liabilities | 5,730,323 | 22,590 | 5,707,733 | 5,435,831 | 13,201 | - | 5,422,630 |
The Polish zloty (PLN) is the functional currency of the parent company, CIECH S.A., and the reporting currency of these consolidated financial statements. Unless stated otherwise, all financial data in these consolidated financial statements have been presented in thousands of Polish zlotys (PLN '000).
The functional currencies for the significant foreign subsidiaries are as follows: SDC Group, Ciech Group Financing AB, Proplan Plant Protection Company S.L. and CIECH Salz Deutschland GmbH – 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:
| 30.06.20211 | 31.12.20202 | |
|---|---|---|
| reporting period | ||
| EUR | 4.5208 | 4.6148 |
| RON | 0.9174 | 0.9479 |
| Average NBP rate for the reporting period | 6 months ended 30.06.20213 | 6 months ended 30.06.20204 |
| EUR | 4.5472 | 4.4413 |
| RON | 0.9264 | 0.9205 |
1NBP's average foreign exchange rates table applicable as at 30 June 2021.
2NBP's average foreign exchange rates table applicable as at 31 December 2020.
3According to the exchange rate constituting the arithmetic mean of average exchange rates quoted by NBP on the last day of each month of the period from 1 January 2021 to 30 June 2021.
4According to the exchange rate constituting the arithmetic mean of average exchange rates quoted by NBP on the last day of each month of the period from 1 January 2020 to 30 June 2020.
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 3rd and 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.
Note 2.5 to the Consolidated Financial Statements of the CIECH Group for 2020 contains a detailed description of the allocation of operating segments to the new business structure. The change in presentation was made as of 2020 for all reporting periods presented as comparatives.
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.
From the product perspective, the CIECH Group has been divided into the following operating segments:
Soda segment (comprising BU Soda, and BU Salt) – at the current stage of work on the reorganisation, performance figures for BU Soda and BU Salt are analysed jointly, and the performance of BU Soda and BU Salt are closely linked due to sharing the same raw material, i.e. brine, fed jointly to the production facilities of Soda and Salt, as well as a common power plant and combined heat and power plant providing heat and electricity, within CIECH Soda Polska. For this reason, it is not possible to allocate direct costs in an unambiguous way (mainly: coal, electricity, CO2, maintenance on shared infrastructure). As a result, business decisions are made jointly for both BUs - e.g. in the case of limitations in the availability of raw material or steam, the profitability analysis of all Soda and Salt products, rather than the fact of being part of a specific BU, determines the production of particular products. A shared source of raw material, a shared infrastructure and practically indivisible costs mean that, consequently, it is also not possible to allocate these values to the BU in question as regards liabilities and certain inventories. This all makes the analysis of cash flow generating units at the BU level potentially misleading. Decisions on the above matters are made at the level of the Management Board of CIECH S.A.
The most important products manufactured in this Segment are: light and dense soda ash, evaporated salt, sodium bicarbonate and calcium chloride. The products of this area are sold mainly by the parent company CIECH S.A. Production of the Segment goods is implemented in CIECH Soda Polska S.A., the Romanian company CIECH Soda Romania S.A. (until September 2019) and in the German company CIECH Soda Deutschland GmbH&Co. KG. These products are used in the glass, food, detergent and pharmaceutical industries. The Soda Segment (in the German company) also includes the business of producing and selling electricity. The Soda Segment also includes the operations of CIECH Cargo Sp. z o.o., which renders rail transport services, mainly to the companies within the Segment.
Agro Segment – the CIECH Group is a manufacturer of crop protection products used in agriculture and produced by the companies: CIECH Sarzyna S.A. and Proplan Plant Protection Company, S.L.
Resins Segment – the CIECH Group was a producer of a variety of organic compounds manufactured by CIECH Żywice Sp. z o.o. In 2020 and in the first quarter of 2021, it was producing, among others, epoxy resins and polyester resins. These products are used in the following industries: automotive, paints and electronics. On 1 March 2021, CIECH Żywice Sp. z o.o. was sold to LERG S.A., and its figures are reported as discontinued operations.
Foams Segment – the CIECH Group is a producer of polyurethane foams manufactured by CIECH Pianki Sp. z o.o. These products are mainly used in the furniture industry – for upholstered furniture and mattresses.
Silicates Segment – includes mainly the products of CIECH Vitrosilicon S.A. and CIECH Soda Romania S.A. Products manufactured by CIECH Soda Romania S.A. are sold by CIECH S.A. The Segment manufactures sodium silicates (CIECH Vitrosilicon S.A. and CIECH Soda Romania S.A.) and potassium silicates (CIECH Vitrosilicon S.A.). These products are used in the automotive, cosmetics and construction chemicals industries.
Packaging Segment – covers products of CIECH Vitro S.A. This Segment manufactures glass packaging – lanterns and jars, used in the food industry and for the production of headstone lamps.
Other activities covers mainly services rendered outside the Group and goods sold mainly by CIECH S.A., and within the Group, Ciech Serwis i Remonty S.A. provides maintenance services, as well as services are provided by Ciech R&D Sp. z o.o. and CIECH Services Sp. z o.o. that will provide support services in various areas.
The Group financing is managed (including finance expenses and income with the exception of interest and exchange differences on trade receivables and liabilities) and income tax is calculated on the Group level and they are not allocated to particular Segments.
The CIECH Group has been divided into the following geographical areas: Poland, European Union, Other European countries, Africa, Asia, Other regions. Information on the Group geographical areas is established based on the Group's assets location.
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.
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. No need to separate additional Segments under IFRS 8 regulations has been identified.
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 IFRS 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.-30.06.2021 | 01.01.-30.06.2020* | |
|---|---|---|
| Net profit/(loss) on continuing operations | 129,750 | 33,807 |
| Income tax | 48,271 | 44,636 |
| Share of profit / (loss) of equity-accounted investees | 209 | (191) |
| Financial expenses | 67,190 | 61,037 |
| Financial income | (7,573) | (19,930) |
| Amortisation/depreciation | 169,828 | 158,149 |
| EBITDA on continued operations | 407,675 | 277,508 |
| EBITDA on discontinued operations | 6,927 | 6,536 |
| EBITDA on continued and discontinued operations | 414,602 | 284,044 |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | |
|---|---|---|
| EBITDA on continued operations | 407,675 | 277,508 |
| One-offs including: | 1,948 | (3,064) |
| Impairment (a) | - | (95) |
| Cash items (b) | (7,719) | (2,826) |
| Non-cash items (without impairment) (c) | 9,667 | (143) |
| Adjusted EBITDA on continued operations | 409,623 | 274,444 |
| Adjusted EBITDA on discontinued operations | 6,951 | 5,762 |
| Adjusted EBITDA on continued and discontinued operations | 416,574 | 280,206 |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
For discontinued operations, EBITDA and adjusted EBITDA figures are as follows:
| DISCONTINUED OPERATIONS | 01.01.-30.06.2021 | 01.01.-30.06.2020* |
|---|---|---|
| Operating profit/(loss) | 6,927 | 1,296 |
| Amortisation and depreciation | - | 5,240 |
| One-offs | 24 | (774) |
| EBITDA from discontinued operations | 6,927 | 6,536 |
| Adjusted EBITDA on discontinued operations | 6,951 | 5,762 |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
The catalog of EBITDA adjustment items adjusted for the purposes of these financial statements is as follows:
(a) Impairment losses are associated with the recognition/reversal of impairment write-downs of assets value.
(b) Cash items:
Moreover, adjusted EBITDA may also be adjusted for unusual, one-off events not listed above.
Additional information on adjustments has been presented under tables presenting the consolidated statement of profit or loss by operating segments.

Revenue and costs data as well as assets, equity and liabilities data of particular CIECH Group operating segments for periods disclosed in statements are presented in the tables below:
| OPERATING SEGMENTS 01.01.-30.06.2021 |
Soda Segment |
Agro Segment | Foams Segment |
Silicates Segment |
Packaging Segment |
Other operations Segment |
Corporate functions - reconciliation item |
Eliminations (consolidation adjustments) |
TOTAL |
|---|---|---|---|---|---|---|---|---|---|
| Revenues from third parties | 1,041,645 | 275,652 | 198,938 | 106,162 | 32,175 | 41,213 | - | - | 1,695,785 |
| Revenue from inter-segment transactions | 37,852 | 21 | 64 | 43 | 311 | 8,421 | - | (46,712) | - |
| Total sales revenues | 1,079,497 | 275,673 | 199,002 | 106,205 | 32,486 | 49,634 | - | (46,712) | 1,695,785 |
| Cost of sales | (836,753) | (199,307) | (157,467) | (80,282) | (20,669) | (49,596) | - | 40,288 | (1,303,786) |
| Gross profit /(loss) on sales | 242,744 | 76,366 | 41,535 | 25,923 | 11,817 | 38 | - | (6,424) | 391,999 |
| Selling costs | (72,969) | (18,144) | (5,090) | (13,298) | (3,642) | (1,182) | - | 5,544 | (108,781) |
| General and administrative expenses | (38,778) | (15,237) | (1,900) | (2,701) | (1,525) | (2,650) | (37,210) | 2,902 | (97,099) |
| Result on management of receivables | (2,840) | 166 | 11 | 1 | (8) | 1,284 | - | - | (1,386) |
| Result on other operating activities | 52,062 | 1,738 | (95) | 488 | 1,149 | 385 | 294 | (2,907) | 53,114 |
| Operating profit /(loss) | 180,219 | 44,889 | 34,461 | 10,413 | 7,791 | (2,125) | (36,916) | (885) | 237,847 |
| Exchange differences and interest on trade settlements | 773 | (1,032) | 91 | (296) | 78 | 56 | - | - | (330) |
| Group borrowing costs | - | - | - | - | - | - | (24,497) | - | (24,497) |
| Result on financial activity (non-attributable to segments) |
- | - | - | - | - | - | (34,790) | - | (34,790) |
| Share of profit / (loss) of equity-accounted investees | (209) | - | - | - | - | - | - | - | (209) |
| Profit /(loss) before tax | 180,783 | 43,857 | 34,552 | 10,117 | 7,869 | (2,069) | (96,203) | (885) | 178,021 |
| Income tax | - | - | - | - | - | - | - | - | (48,271) |
| Net profit /(loss) on continuing operations | - | - | - | - | - | - | - | - | 129,750 |
| Net profit /(loss) on discontinued operations | - | - | - | - | - | - | - | - | 62,540 |
| Net profit /(loss) for the period | - | - | - | - | - | 192,290 | |||
| Amortization/depreciation | 137,569 | 15,448 | 1,917 | 4,507 | 2,672 | 530 | 7,185 | - | 169,828 |
| EBITDA on continued operations | 317,788 | 60,337 | 36,378 | 14,920 | 10,463 | (1,595) | (29,731) | (883) | 407,675 |
| Adjusted EBITDA on continued operations* | 319,785 | 61,009 | 36,414 | 15,144 | 9,400 | (1,609) | (29,638) | (882) | 409,623 |
*Adjusted EBITDA for the 6-month period ended 30 June 2021 is calculated as EBITDA adjusted for untypical one-off events: fines and compensations: PLN 1.3 million; change in provisions: -2.3 million; liquidation of fixed assts: PLN -0.5 million; other: PLN -0.4 million.
| OPERATING SEGMENTS 01.01.-30.06.2020 |
Soda Segment |
Agro Segment | Foams Segment |
Silicates Segment |
Packaging Segment |
Other operations Segment |
Corporate functions - reconciliation item |
Eliminations (consolidation adjustments) |
TOTAL* |
|---|---|---|---|---|---|---|---|---|---|
| Revenues from third parties | 997,606 | 223,939 | 111,467 | 79,820 | 34,976 | 32,794 | - | - | 1,480,602 |
| Revenue from inter-segment transactions | 31,333 | 748 | 36 | 87 | - | 13,590 | - | (45,794) | - |
| Total sales revenues | 1,028,939 | 224,687 | 111,503 | 79,907 | 34,976 | 46,384 | - | (45,794) | 1,480,602 |
| Cost of sales | (780,461) | (179,014) | (93,414) | (62,750) | (23,013) | (45,617) | - | 29,336 | (1,154,933) |
| Gross profit /(loss) on sales | 248,478 | 45,673 | 18,089 | 17,157 | 11,963 | 767 | - | (16,458) | 325,669 |
| Selling costs | (51,384) | (20,724) | (3,423) | (9,188) | (4,195) | (2,668) | - | 14,670 | (76,912) |
| General and administrative expenses | (36,345) | (18,677) | (1,391) | (2,141) | (790) | (3,289) | (43,936) | 4,150 | (102,419) |
| Result on management of receivables | (8,499) | (363) | 22 | (2) | (8) | 176 | - | 1 | (8,673) |
| Result on other operating activities | (14,607) | 2,617 | (49) | - | 146 | (3,371) | (595) | (2,447) | (18,306) |
| Operating profit /(loss) | 137,643 | 8,526 | 13,248 | 5,826 | 7,116 | (8,385) | (44,531) | (84) | 119,359 |
| Exchange differences and interest on trade settlements | (1,440) | 70 | (1,201) | - | 487 | (787) | - | - | (2,871) |
| Group borrowing costs | - | - | - | - | - | - | (36,540) | - | (36,540) |
| Result on financial activity (non-attributable to segments) |
- | - | - | - | - | - | (1,696) | - | (1,696) |
| Share of profit / (loss) of equity-accounted investees | 191 | - | - | - | - | - | - | - | 191 |
| Profit /(loss) before tax | 136,394 | 8,596 | 12,047 | 5,826 | 7,603 | (9,172) | (82,767) | (84) | 78,443 |
| Income tax | - | - | - | - | - | - | - | - | (44,636) |
| Net profit /(loss) on continuing operations | - | - | - | - | - | - | - | - | 33,807 |
| Net profit /(loss) on discontinued operations | - | - | - | - | - | - | - | - | 210 |
| Net profit /(loss) for the period | - | - | - | - | - | 34,017 | |||
| Amortization/depreciation | 124,034 | 15,102 | 1,953 | 5,150 | 4,343 | 320 | 7,247 | - | 158,149 |
| EBITDA on continued operations | 261,677 | 23,628 | 15,201 | 10,976 | 11,459 | (8,064) | (37,284) | (85) | 277,508 |
| Adjusted EBITDA on continued operations** | 260,233 | 22,130 | 15,129 | 10,977 | 11,474 | (8,227) | (37,188) | (84) | 274,444 |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
**Adjusted EBITDA for the 6-month period ended 30 June 2020 is calculated as EBITDA adjusted for untypical one-off events: disposal of assets – PLN 1 million; fines and compensations: PLN 1.8 million; change in provisions: PLN 0.3 million.
| ASSETS | LIABILITIES | |||
|---|---|---|---|---|
| 30.06.2021 | 31.12.2020* | 30.06.2021 | 31.12.2020* | |
| Soda Segment | 3,808,220 | 3,654,778 | 261,984 | 313,376 |
| Resins Segment | 25,867 | 203,699 | 11,469 | 58,312 |
| Agro Segment | 732,389 | 755,969 | 59,349 | 93,704 |
| Foams Segment | 86,757 | 68,447 | 70,733 | 59,174 |
| Silicates Segment | 82,454 | 84,898 | 17,718 | 19,010 |
| Packaging Segment | 35,978 | 33,047 | 6,622 | 8,846 |
| Other operations Segment | 39,741 | 23,016 | 11,200 | 25,451 |
| Corporate functions - reconciliation item | 1,189,084 | 1,015,451 | 3,376,942 | 3,076,077 |
| Eliminations (consolidation adjustments) | (30,856) | (108,982) | (24,567) | (42,165) |
| TOTAL | 5,969,634 | 5,730,323 | 3,791,450 | 3,611,785 |
*Restated data. For detailed information, see Note 2.2.1 to this report.
The value of investments in equity-accounted entities occurs only for the assets of the Soda Segment and amounts to PLN 5,322 thousand as at 30 June 2021.
The value of increases in expenditure on property, plant and equipment and intangible assets by operating segment is as follows:
| 30.06.2021 | 30.06.2020 | |
|---|---|---|
| Soda segment | 387,914 | 303,693 |
| Agro Segment | 11,490 | 14,156 |
| Resins Segment | - | 19,796 |
| Foams Segment | 65 | 246 |
| Silicates Segment | 12,481 | 2,782 |
| Packaging Segment | 1,987 | 1,915 |
| Other Segment | 2,185 | 5,659 |
| Corporate Functions | 10,108 | 5,024 |
| TOTAL | 426,230 | 353,271 |
| ASSETS DIVIDED ON GEOGRAPHICAL REGIONS |
Non-current assets other than financial instruments |
Deferred income tax assets | Other assets | Total assets |
|---|---|---|---|---|
| 30.06.2021 | ||||
| Poland | 2,380,326 | 44,557 | 1,058,651 | 3,483,534 |
| European Union (excluding Poland) |
1,966,100 | - | 496,350 | 2,462,450 |
| Other European countries | - | - | 4,543 | 4,543 |
| Africa | - | - | 7,164 | 7,164 |
| Asia | - | - | 7,383 | 7,383 |
| Other regions | - | - | 4,560 | 4,560 |
| TOTAL | 4,346,426 | 44,557 | 1,578,651 | 5,969,634 |
| 31.12.2020* | ||||
| Poland | 2,412,274 | 50,688 | 1,085,525 | 3,548,487 |
| European Union (excluding Poland) |
1,787,812 | - | 360,544 | 2,148,356 |
| Other European countries | - | - | 14,788 | 14,788 |
| Africa | - | - | 3,923 | 3,923 |
| Asia | - | - | 4,493 | 4,493 |
| Other regions | - | - | 10,276 | 10,276 |
| TOTAL | 4,200,086 | 50,688 | 1,479,549 | 5,730,323 |
*Restated data. For detailed information, see Note 2.2.1 to this report.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | Change 2021/2020 | |
|---|---|---|---|
| Poland | 867,014 | 726,773 | 12.9% |
| European Union (excluding Poland) | 748,019 | 674,865 | (10.8%) |
| Germany | 373,339 | 339,069 | 3.1% |
| Romania | 24,653 | 13,149 | 87.5% |
| Czech Republic | 76,263 | 76,858 | (0.8%) |
| Italy | 13,998 | 15,639 | (10.5%) |
| The Netherlands | 66,455 | 56,341 | 18.0% |
| Finland | 26,649 | 25,812 | 3.2% |
| Sweden | 12,612 | 10,168 | 24.0% |
| Belgium | 13,309 | 16,633 | (20.0%) |
| Denmark | 20,616 | 20,094 | 2.6% |
| Spain | 58,193 | 47,195 | 23.3% |
| Austria | 22,343 | 12,353 | 80.9% |
| France | 10,001 | 3,080 | 224.7% |
| Luxembourg | - | 10,517 | (100.0%) |
| Lithuania | 7,559 | 6,463 | 17.0% |
| Other EU countries | 22,029 | 21,494 | 2.5% |
| Other European Countries | 39,222 | 40,155 | (2.3%) |
| Switzerland | 7,829 | 1,705 | 359.2% |
| Norway | 22,481 | 21,575 | 4.2% |
| United Kingdom | 2,383 | 2,376 | 0.3% |
| Russia | 794 | 2,716 | (70.8%) |
| Other European countries | 5,735 | 11,783 | (51.3%) |
| Africa | 11,648 | 9,120 | 27.7% |
| Asia | 14,946 | 19,315 | (22.6%) |
| China | 1,252 | 23 | 5343.5% |
| India | 455 | 928 | (51.0%) |
| Singapore | 3,161 | 2,170 | 45.7% |
| Turkey | 327 | 6,222 | (94.7%) |
| Other Asian countries | 9,751 | 9,972 | (2.2%) |
| Other regions | 11,346 | 13,994 | (18.9%) |
| Cash flow hedge adjustment | 3,590 | (3,620) | - |
| TOTAL | 1,695,785 | 1,480,602 | 14.5% |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
At the CIECH Group, sales revenues are recognized upon the provision of services or delivery of products or goods in accordance with INCOTERMS terms and conditions contained in contracts with customers. Detailed information on sales revenues broken down by products by operating segment is provided in Note 5.5.2 hereof.
In the first half of 2021 and in the second quarter of 2021, the following changes in provisions and impairment losses 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.-30.06.2021 | |||||
| Long-term | 12,958 | 410 | (286) | (66) | 13,016 |
| Short-term | 3,100 | 57 | (621) | (435) | 2,101 |
| 01.01.-30.06.2020 | |||||
| Long-term | 12,848 | 149 | (75) | (180) | 12,742 |
| Short-term | 15,465 | 175 | (12,843) | 415 | 3,212 |
| 01.04.-30.06.2021* | |||||
| Long-term | 13,097 | 227 | (171) | (137) | 13,016 |
| Short-term | 2,142 | 57 | (35) | (63) | 2,101 |
| 01.04.-30.06.2020* | |||||
| Long-term | 13,145 | 84 | (12) | (475) | 12,742 |
| Short-term | 4,328 | 49 | (1,151) | (14) | 3,212 |
*Not reviewed data.
| CHANGE IN OTHER LONG-TERM PROVISIONS |
Opening balance | Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2021 | |||||
| Provision for liabilities | 40,776 | 1,010 | - | 1,064 | 42,850 |
| Provision for environmental protection |
112,485 | - | - | (2,097) | 110,388 |
| TOTAL | 153,261 | 1,010 | - | (1,033) | 153,238 |
| 01.01.-30.06.2020 | |||||
| Provision for liabilities | 8,762 | - | - | - | 8,762 |
| Provision for environmental protection |
93,435 | - | - | 4,139 | 97,574 |
| TOTAL | 102,197 | - | - | 4,139 | 106,336 |
| 01.04.-30.06.2021* | |||||
| Provision for liabilities | 42,337 | 513 | - | - | 42,850 |
| Provision for environmental protection |
113,500 | - | - | (3,112) | 110,388 |
| TOTAL | 155,837 | 513 | - | (3,112) | 153,238 |
| 01.04.-30.06.2020* | |||||
| Provision for liabilities | 8,762 | - | - | - | 8,762 |
| Provision for environmental protection |
99,230 | (35) | - | (1,621) | 97,574 |
| TOTAL | 107,992 | (35) | - | (1,621) | 106,336 |
*Not reviewed data.
| CHANGE IN OTHER SHORT-TERM PROVISIONS |
Opening balance | Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2021 | |||||
| Provision for liabilities | 94,199 | 3,362 | (2,533) | (1,659) | 93,369 |
| Provision for environmental protection |
889 | 32 | (830) | - | 91 |
| Restructuring provision | 111 | - | - | - | 111 |
| CHANGE IN OTHER SHORT-TERM PROVISIONS |
Opening balance | Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| Provision for bonuses | 38 | - | - | - | 38 |
| TOTAL | 95,237 | 3,394 | (3,363) | (1,659) | 93,609 |
| 01.01.-30.06.2020 | |||||
| Provision for liabilities | 98,000 | 19,038 | (2,510) | 1,538 | 116,066 |
| Provision for environmental protection |
1,516 | - | (781) | - | 735 |
| Restructuring provision | 111 | - | - | - | 111 |
| TOTAL | 99,627 | 19,038 | (3,291) | 1,538 | 116,912 |
| 01.04.-30.06.2021* | |||||
| Provision for liabilities | 93,046 | 1,253 | (53) | (839) | 93,407 |
| Provision for environmental protection |
455 | 32 | (396) | - | 91 |
| Restructuring provision | 111 | - | - | - | 111 |
| TOTAL | 93,612 | 1,285 | (449) | (839) | 93,609 |
| 01.04.-30.06.2020* | |||||
| Provision for liabilities | 99,986 | 17,083 | (1,613) | 610 | 116,066 |
| Provision for environmental protection |
1,136 | - | (402) | 1 | 735 |
| Restructuring provision | 111 | - | - | - | 111 |
| TOTAL | 101,233 | 17,083 | (2,015) | 611 | 116,912 |
*Not reviewed data.
| CHANGE IN IMPAIRMENT LOSSES | Opening balance | Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2021 | |||||
| Property, plant and equipment | 79,011 | - | - | (2,524) | 76,487 |
| Intangible assets, including: | 491,363 | - | - | (10,437) | 480,926 |
| Goodwill | 440,232 | - | - | (9,533) | 430,699 |
| Long-term receivables | 1,015 | - | - | (21) | 995 |
| Long-term financial assets | 2,415 | - | - | - | 2,415 |
| Inventories | 38,303 | 954 | (4,909) | (272) | 34,076 |
| Short-term financial assets | 28,343 | 264 | (1) | - | 28,606 |
| Trade and other receivables | 66,633 | 5,018 | (3,748) | (56) | 67,847 |
| Cash and cash equivalents | 316 | 444 | (322) | 42 | 480 |
| TOTAL | 707,399 | 6,680 | (8,980) | (13,268) | 691,832 |
| 01.01.-30.06.2020 | |||||
| Property, plant and equipment | 74,915 | - | (95) | 2,167 | 76,987 |
| Intangible assets, including: | 453,861 | - | - | 19,561 | 473,422 |
| Goodwill | 408,650 | - | - | 18,252 | 426,902 |
| Long-term receivables | 975 | - | - | 48 | 1,023 |
| Long-term financial assets | 1,343 | - | - | - | 1,343 |
| Inventories | 33,327 | 2,411 | (1,616) | (13) | 34,109 |
| Short-term financial assets | 27,942 | - | - | - | 27,942 |
| Trade and other receivables | 56,879 | 12,131 | (1,253) | (1,951) | 65,806 |
| Cash and cash equivalents | 200 | 263 | (9) | 7 | 461 |
| TOTAL | 649,442 | 14,805 | (2,973) | 19,819 | 681,093 |
| 01.04.-30.06.2021* | |||||
| Property, plant and equipment | 78,870 | - | - | (2,383) | 76,487 |
| Intangible assets, including: | 495,118 | - | - | (14,192) | 480,926 |
| CHANGE IN IMPAIRMENT LOSSES | Opening balance | Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| Goodwill | 443,549 | - | - | (12,850) | 430,699 |
| Long-term receivables | 1,025 | - | - | (30) | 995 |
| Long-term financial assets | 2,416 | - | - | - | 2,415 |
| Inventories | 37,131 | 158 | (2,952) | (261) | 34,076 |
| Short-term financial assets | 28,607 | 264 | (1) | (264) | 28,606 |
| Trade and other receivables | 67,448 | 4,144 | (2,260) | (1,485) | 67,847 |
| Cash and cash equivalents | 355 | 444 | (360) | 41 | 480 |
| TOTAL | 710,969 | 5,010 | (5,573) | (18,574) | 691,832 |
| 01.04.-30.06.2020* | |||||
| Property, plant and equipment | 78,737 | (146) | - | (1,604) | 76,987 |
| Intangible assets, including: | 483,136 | - | - | (9,714) | 473,422 |
| Goodwill | 435,096 | - | - | (8,194) | 426,902 |
| Long-term receivables | 1,038 | - | 4 | (19) | 1,023 |
| Long-term financial assets | 1,343 | - | - | - | 1,343 |
| Inventories | 33,392 | 1,631 | (792) | (122) | 34,109 |
| Short-term financial assets | 27,942 | - | - | - | 27,942 |
| Trade and other receivables | 58,808 | 11,304 | (642) | (3,664) | 65,806 |
| Cash and cash equivalents | 674 | 263 | (483) | 7 | 461 |
| TOTAL | 685,070 | 11,139 | (26,745) | (15,116) | 681,093 |
*Not reviewed data.
In connection with the suspension in 2019 of production by a subsidiary, CIECH Soda Romania S.A., resulting from the discontinuation of supplies of process steam by its supplier, S.C. CET Govora S.A., the CIECH Group evaluated the evidence of impairment of assets, based on possible scenarios of actions. Following the analysis, the Group recognised an impairment loss on property, plant and equipment in the total amount of PLN 73,486 thousand as at 31 December 2019.
The status of the Romanian plant has not changed compared to the status at the end of 2019. In 2021, the Group continues to identify the reasons for the decision to recognise an impairment loss. At the end of 2020, the fixed assets held were measured at fair value (on a going concern basis, but taking into account the hibernation of the plant) by an independent valuer to determine whether the value of the assets recognised in the Company's accounting records exceeds the value determined by the valuer. Based on the valuation it was determined that no additional impairment losses were necessary.
At the same time, the Group still continues analyses of the possibility of obtaining a new source of steam at a reasonable cost and long-term cooperation in the supply of other raw materials necessary for production (guaranteeing cost predictability in subsequent years). The result of these analyses may affect the amount of impairment losses recognised in the consolidated financial statements of the CIECH Group for subsequent reporting periods.
For details on the impairment loss recognised in previous periods, see Note 3.4 to the Consolidated Financial Statements of the CIECH Group for 2020, published on 22 April 2021.
The main components of tax expense include:
| THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) | 01.01.-30.06.2021 | 01.01.-30.06.2020 |
|---|---|---|
| Current income tax | (38,482) | (42,598) |
| Deferred tax | (9,789) | (2,038) |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | (48,271) | (44,636) |
Deferred income tax is attributable to the following items:
| DEFERRED INCOME TAX ASSETS AND DEFERRED INCOME TAX LIABILITY |
30.06.2021 | 31.12.2020 | ||||
|---|---|---|---|---|---|---|
| Total asset | Total liability |
Net value | Total asset | Total liability |
Net value | |
| Property, plant and equipment | 1,258 | 134,111 | (132,853) | 1,221 | 136,672 | (135,451) |
| Intangible assets | 3,636 | 21,612 | (17,976) | 5,032 | 22,982 | (17,950) |
| Rights to use an asset | - | 4,720 | (4,720) | - | 4,686 | (4,686) |
| Investment property | 1,143 | 1,106 | 37 | 1,133 | 1,099 | 34 |
| Financial assets | 4,619 | 4,075 | 544 | 6,795 | 3,340 | 3,455 |
| Inventory | 1,089 | 6,368 | (5,279) | 2,590 | 426 | 2,164 |
| Trade and other receivables | 3,695 | - | 3,695 | 9,152 | - | 9,152 |
| Provisions for employee benefits | 2,649 | - | 2,649 | 2,523 | - | 2,523 |
| Other provisions | 26,057 | 6 | 26,051 | 18,210 | - | 18,210 |
| Tax losses carried forward | 37,543 | - | 37,543 | 38,413 | - | 38,413 |
| Foreign exchange differences | 121 | 7,540 | (7,419) | 471 | 4,312 | (3,841) |
| Liabilities | 33,849 | 2,622 | 31,227 | 32,600 | 47 | 32,553 |
| Special economic zone | 94,683 | - | 94,683 | 95,369 | - | 95,369 |
| Other | (842) | 11,706 | (12,548) | 369 | 43 | 326 |
| Deferred tax assets/liability | 209,500 | 193,866 | 15,634 | 213,878 | 173,607 | 40,271 |
| Set - off of deferred tax assets/ liability | (126,115) | (126,115) | - | (124,591) | (124,591) | - |
| Unrecognized deferred tax assets | (38,828) | - | (38,828) | (38,599) | - | (38,599) |
| Deferred tax assets/liability recognised in the statement of financial position |
44,557 | 67,751 | (23,194) | 50,688 | 49,016 | 1,672 |
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.
The following list presents the fair value of financial instruments.
| 30.06.2021 | 31.12.2020* | ||||
|---|---|---|---|---|---|
| Classes of financial instruments | Carrying amount |
Fair value | Carrying amount |
Fair value | Categories of financial instruments |
| Cash and cash equivalents | 502,070 | 502,070 | 443,886 | 443,886 Financial assets measured at amortised cost |
|
| Loans granted | 37,084 | 37,084 | 146 | 146 Financial assets measured at amortised cost |
|
| Trade receivables | 272,495 | 272,495 | 175,697 | 175,697 Financial assets measured at amortised cost |
|
| Hedging derivatives with positive value | 157,344 | 157,344 | 18,427 | 18,427 | Financial assets at fair value through other comprehensive income |
| Derivatives with positive value | 1,491 | 1,491 | 1,835 | 1,835 Financial assets measured at fair value through profit or loss |
|
| Factoring receivables | 31,845 | 31,845 | 47,425 | 47,425 Financial assets measured at amortised cost |
|
| ASSETS | 1,002,330 | 1,002,330 | 687,416 | 687,416 | |
| Credits and loans | (1,898,015) | (1,910,628) | (1,911,475) | (1,910,967) | Financial assets measured at amortised cost |
| 30.06.2021 31.12.2020* |
|||||
|---|---|---|---|---|---|
| Classes of financial instruments | Carrying amount |
Fair value | Carrying amount |
Fair value | Categories of financial instruments |
| Liabilities for supplies and services | (416,855) | (416,855) | (490,611) | (490,611) | Financial assets measured at amortised cost |
| Hedging derivatives with negative value | (132,050) | (132,050) | (66,542) | (66,542) | Financial liabilities measured at fair value through profit or loss. |
| Derivatives recognised in financial liabilities | (12,515) | (12,515) | (16,494) | (16,494) | Financial liabilities measured at fair value through profit or loss. |
| Factoring liabilities | (20,916) | (20,916) | (16,174) | (16,174) | Financial assets measured at amortised cost |
| LIABILITIES | (2,478,981) | (2,491,594) | (2,500,296) | (2,499,788) |
*Restated data. For detailed information, see Note 2.2.1 to this report.
The fair value of financial assets and liabilities corresponds with the amounts for which these instruments may be exchanged in a market transaction between well informed parties. The following assumptions were made in establishing the fair value: • cash, trade receivables and liabilities are not measured at fair value – it is assumed that the carrying amount is the closest to fair value due to the short maturities of these instruments,
• fair value of financial assets and liabilities recognised in the statement of financial position at amortised cost for which no active market exists was established as the present value of future cash flows discounted at market interest rate.
Measurement at fair value is grouped according to three-level hierarchy:
• Level 1 – fair value based on market listing stock exchange prices (unadjusted) offered for identical assets or liabilities on active markets.
• Level 2 – the CIECH Group values derivatives at fair value by using measurement models for financial instruments and applying generally available interest rates, currency exchange rates and adjusting for estimated own credit risk.
• Level 3 – fair value estimated on the basis of various evaluation techniques which are not based on observable market inputs.
| 30.06.2021 | 31.12.2020* | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| ASSETS | - | 158,835 | 40,278 | - | 20,262 | 40,948 |
| Investment properties | - | - | 40,278 | - | - | 40,948 |
| Hedging instruments | - | 157,344 | - | - | 18,427 | - |
| Derivative instruments with positive valuation | - | 1,491 | - | - | 1,835 | - |
| LIABILITIES | - | (144,565) | - | (22,590) | (59,446) | - |
| Hedging instruments | - | (132,050) | - | (22,590) | (42,952) | - |
| Derivative instruments with negative valuation | - | (12,515) | - | - | (16,494) | - |
| TOTAL | - | 14,270 | 40,278 | (22,590) | (39,184) | 40,948 |
*Restated data. For detailed information, see Note 2.2.1 to this report.
CIECH Soda Polska S.A. holds futures contracts for the purchase of emission allowances, which represent a financial instruments but are not measured at fair value. This is because futures contracts on CO2 emission allowances purchased for own use (surrender in connection with the release of CO2 into the atmosphere) are excluded from the scope of IFRS 9.
Due to the specific nature of futures contracts (transactions concluded on regulated markets), cash flows are generated from the current market valuation. Notwithstanding the exclusion or inclusion of the instrument within the scope of IFRS 9, these cash flows are accounted for, in corresponding records, as settlement with the Clearing House.
As at 30 June 2021, the balance of settlements on this account amounted to PLN 128 million (liability), which resulted from positive market valuation of the contracts and crediting the account of CIECH Soda Polska S.A.; as at 31 December 2020, the balance amounted to PLN 11.9 million (liability), which resulted from positive market valuation of the contracts and crediting the account of CIECH Soda Polska S.A. with PLN 34.5 million and negative market valuation of the contract and debiting the account of CIECH Soda Romania S.A. with PLN 22.6 million.
As at 30 June 2021, the CIECH Group held the following types of financial instruments measured at fair value:
In the first half of 2021, 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.
Compared to the previous reporting period, as of 30 June 2021, an adjustment for own credit risk, which was previously not applied, was included in the valuation of CIRS derivatives. The descriptions of methods of measurement to fair value was presented in Note 8.4 to the Consolidated Financial Statements of the CIECH Group for 2020, published on 22 April 2021.
In the consolidated financial statements, all financial instruments concluded and described above (except for one currency forward, EUR/PLN, and one of the CIRS contracts as well as futures transactions for the purchase of emission allowances which are not valued due to the application of the "own use exemption" principle) were designated for hedge accounting, and details of the designation were presented in Note 8.2 to the Consolidated Financial Statements of the CIECH Group for 2020, published on 22 April 2021. New option structures for the supply of gas and for the supply of CO2 units were also entered into in 2021, but were not designated for hedge accounting until 30 June 2021.
In the separate financial statements, interest rate swaps were designated for hedge accounting, and details of the designation were presented in Note 8.2 to the CIECH S.A.'s Financial Statements for 2020, published on 22 April 2021.
| Fair value of derivative instruments | |||
|---|---|---|---|
| -- | -- | -- | -------------------------------------- |
| Long-term financial assets |
Short-term financial assets |
Other long-term liabilities |
Trade and other liabilities |
TOTAL | |
|---|---|---|---|---|---|
| 30.06.2021 | |||||
| IRS EUR | 183 | - | (102) | (147) | (66) |
| IRS PLN | - | - | (2,912) | (14,828) | (17,740) |
| CIRS | 92,559 | 8,469 | (112,640) | (10,994) | (22,604) |
| Forward EUR/PLN | - | 842 | - | (2,943) | (2,101) |
| Collar options | - | 56,781 | - | - | 56,781 |
| TOTAL | 92,742 | 66,093 | (115,653) | (28,913) | 14,270 |
| 31.12.2020* | |||||
| IRS EUR** | - | - | - | (618) | (618) |
| IRS PLN** | - | - | - | (31,126) | (31,126) |
| CIRS | 574 | 1,261 | (14,327) | - | (12,492) |
| Forward EUR/PLN | - | - | - | (13,375) | (13,375) |
| Collar options | - | 18,427 | - | - | 18,427 |
| Futures contracts for the sale of CO2 certificates |
- | - | - | (22,590) | (22,590) |
| TOTAL | 574 | 19,688 | (14,327) | (67,709) | (61,774) |
*Restated data. For detailed information, see Note 2.2.1 to this report.
**As at the end of 2020, the long-term portion of IRS transactions designated for hedge accounting is not reported. These transactions hedge the interest rate on loans that have been recognised as short-term liabilities due to a breach of one of the covenants at the balance sheet date. For details, see Note 7.1 to the Consolidated Financial Statements of the CIECH GROUP for 2020.
The CIECH Group has taken out term and revolving credit facilities whose book value, as at 30 June 2021, was PLN 1,898,016 thousand, and whose fair value amounted to PLN 1,910,628 thousand (Level 2 of fair value hierarchy). In the case of the remaining financial instruments held by the CIECH Group (classified mainly as cash and cash equivalents, financial assets and liabilities measured at amortised cost), the fair value is close to the book value.
In the period from 1 January to 30 June 2021, the CIECH Group carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:
| 01.01.-30.06.2021 | Land | Buildings, premises, civil and marine engineering structures |
Machinery and equipment |
Vehicles | Other fixed assets |
Property, plant and equipment under construction |
TOTAL |
|---|---|---|---|---|---|---|---|
| Gross value of property, plant and equipment at the beginning of the period |
90,702 | 1,320,662 | 3,583,262 | 83,462 | 62,701 | 898,999 | 6,039,788 |
| Purchase | - | 273 | 452 | 356 | 382 | 331,403 | 332,866 |
| Reclassifications | - | 20,399 | 152,107 | 2,260 | 1,982 | (178,211) | (1,463) |
| Capitalised borrowing costs | - | - | - | - | - | 8,259 | 8,259 |
| Foreign exchange differences | (2,002) | (7,343) | (29,764) | (618) | (353) | (14,874) | (54,954) |
| Sale | - | (770) | (353) | (153) | (268) | - | (1,544) |
| Liquidation | - | - | (5,131) | (1,367) | - | (352) | (6,850) |
| Other | - | - | - | (98) | 13 | (2) | (87) |
| Gross value of property, plant and equipment at the end of the period |
88,700 | 1,333,221 | 3,700,573 | 83,842 | 64,457 | 1,045,222 | 6,316,015 |
| 01.01.-30.06.2020 | |||||||
| Gross value of property, plant and equipment at the beginning of the period |
83,826 | 1,281,139 | 3,147,510 | 79,627 | 61,134 | 701,150 | 5,354,386 |
| Purchase | 121 | 236 | 1,603 | 2,740 | 1,117 | 220,151 | 225,968 |
| Reclassifications | 102 | (54,938) | (1,908) | 308 | (253) | (125,000) | (181,689) |
| Capitalised borrowing costs | - | - | - | - | - | 7,116 | 7,116 |
| Foreign exchange differences | 3,837 | 11,352 | 42,467 | 753 | 556 | 23,438 | 82,403 |
| Sale | (6) | (789) | - | (202) | (36) | (3,040) | (4,073) |
| Liquidation | - | (1,052) | (9,419) | (487) | (149) | - | (11,107) |
| Change of the Group's structure | - | 25 | 98 | 10 | (3,427) | - | (3,294) |
| Other | - | - | (6) | - | (97) | (602) | (705) |
| Gross value of property, plant and equipment at the end of the period |
87,880 | 1,235,973 | 3,180,345 | 82,749 | 58,845 | 823,213 | 5,469,005 |
Purchases of property, plant and equipment were made with own financial resources. As at 30 June 2021, contractual commitments to purchase property, plant and equipment amounted to PLN 60,457 thousand (PLN 120,509 thousand as at 31 December 2020). 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.
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 2020, published on 22 April 2021.
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 PARTIES | 01.01.-30.06.2021 | 01.01.-30.06.2020 |
|---|---|---|
| Revenues from sales of products and services, including: | 2,074 | 2,389 |
| associates | 1,126 | 962 |
| Revenues from sales of goods and materials, including: | 19,534 | 25,426 |
| associates | 10,989 | 18,708 |
| Other operating income, including: | 8 | 7 |
| associates | 8 | 7 |
| Financial income, including: | - | 114 |
| associates | - | 114 |
| Purchase of products, goods and materials | 23,046 | 23,160 |
| Purchase of services, including: | 19,670 | 23,204 |
| KI One S.A. | 95 | - |
| associates | 12,379 | 8,092 |
| Other operating expenses, including: | 3,436 | - |
| associates | 3,436 | - |
| Financial expenses, including: | - | 1 |
| associates | - | 1 |
| 30.06.2021 | 31.12.2020 | |
| Trade receivables, including: | 6,329 | 7,488 |
| associates | 3,227 | 591 |
| Trade liabilities, including: | 25,948 | 27,901 |
| associates | 3,360 | 2,530 |
The CIECH Group companies, to the best of their knowledge and belief, did not conclude any significant transactions with each other on terms other than market terms. Material sales to and purchases from related entities are carried out on terms which do not differ from arm's length terms. Overdue liabilities and receivables are not secured and are settled through bank transfers. No material non-standard or non-routine transactions were concluded with related entities in the first half of 2021, except for transactions described in Section 5.3 hereof.
In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with members of the CIECH Group.
In the presented period, the CIECH Group companies did not issue, redeem or repay any debt or equity securities.
| 30.06.2021 | 31.12.2020 | |
|---|---|---|
| Contingent assets | 22,148 | 31,077 |
| Other contingent receivables* | 22,148 | 31,077 |
| Contingent liabilities | 139,040 | 645,699 |
| Guarantees and sureties granted** | 45,000 | 551,318 |
| Other*** | 94,040 | 94,381 |
* Including:
As at 30 June 2021, contingent liabilities amounted to PLN 139,040 thousand and decreased as compared to 31 December 2020 by PLN 506,659 thousand. The change was mainly due to the expiry of the guarantees granted under the term credit facility and revolving credit facilities agreement, which were repaid on 5 May 2021.
The values of contingent liabilities related to proceedings before administrative bodies and their changes in 2021 are described below in the item: " Audits of tax settlements at the CIECH Group and related contingent liabilities".
Other guarantees and sureties granted are described in Note 9.2 to the Consolidated Financial Statements of the CIECH Group for 2020, published on 22 April 2021.
In the first half of 2021, the CIECH Group companies were at various stages of proceedings, including inspections, tax proceedings or administrative court cases concerning the settlement of corporate income tax (CIT) and value added tax (VAT).
The CIECH Group companies were subject to CIT proceedings concerning the following years:
e) 2016 at CIECH Sarzyna S.A.
at CIECH S.A.
f) 2018 – at CIECH Soda Polska S.A.
CIT audit for 2012 at CIECH S.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. CIECH S.A. received the outcome of the audit on 4 July 2018. The tax authority challenged the transaction concerning the capital increase in the former subsidiary. In the opinion of the authority, making a cash contribution by means of a contractual set-off of mutual receivables gives rise to income on the part of the Company for which, according to the auditors, the company cannot recognise a cost. The company's management board and its tax advisors do not agree with the findings made by the auditors.
In December 2018, the company received a decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority. The Company contested the position and filed an appeal. In April 2019, the Company received a decision of the second instance, upholding the decision of the first instance. In April and May 2019, the Company paid up the outstanding tax along with interest in three tranches in the total amount of PLN 66.4 million (tax: PLN 43.7 million, interest: PLN 22.7 million). The disputed amount of tax and interest were covered by the provision recognised in 2018, which was used as a result of their payment. CIECH S.A. appealed against the decision of the second instance to the Provincial Administrative Court in Kraków. On 9 October 2019, the Provincial Administrative Court issued a ruling in which it confirmed the approach presented by the authority. The court indicated that the company was obliged to recognise the income and did not have the right to recognise the tax deductible cost. After receipt of a written statement of reasons, the company lodged a cassation complaint with the Supreme Administrative Court on 23 December 2019. At present, the company is waiting for the date of the hearing to be set.
CIT audit for 2013 at CIECH S.A. was initiated by the Tax Audit Office in Warsaw on 30 November 2016. The tax audit report was issued on 16 May 2017. The authority claims that the Company has overestimated the tax deductible cost of interest on cash obtained as a result of the issue of bonds and allocated to the reserve capital of CIECH Soda Deutschland GmbH & Co. KG. Moreover, the authority is of the opinion that the fee for the "CIECH" trademark should not be recognised by CIECH S.A. as a tax deductible cost.
The tax base challenged by the authority is PLN 9.4 million (after taking into account the tax loss incurred in the audited year), which translates into a tax of PLN 1.8 million.
The company and its advisors did not agree with the findings of the auditors and as a result of the tax proceedings, the Decision of the First Instance was issued, against which the company filed an appeal in 2017. On 14 March 2018 CIECH S.A. received the decision of the Second Instance in which the auditors upheld their findings contained in the Decision of the First Instance.
The company appealed to the Provincial Administrative Court against this decision. Despite this, the company decided to pay tax in the amount of PLN 1.8 million and interest (PLN 0.3 million) on 10 April 2018. The Court made its decision on 6 June 2019. The Court complied with the CIECH S.A. appeal as regards the costs of trademark fees, repealing the decision of the second instance. However, as regards the costs of consulting and financing of Soda Deutschland, the Court adjudicated that said costs could not constitute tax costs. After receipt of a written statement of reasons, the company lodged a cassation complaint with the Supreme Administrative Court in September 2019. At present, the company is waiting for the date of the hearing to be set.
CIT audit for 2014 at CIECH S.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków (hereinafter: Head of the Małopolskie Province Customs and Tax Office in Kraków) on 13 November 2019. The Company received the outcome of the audit on 22 May 2020. The authority claims that the Company has overestimated the tax deductible cost by including interest on external financing contributed to the capital reserves of CIECH Soda Deutschland GmbH (hereinafter: SDC) and the costs of obtaining this financing in tax deductible costs. Moreover, the authority is of the opinion that expenses incurred on account of trade mark fees paid to the CIECH Group company should not be recognised by CIECH S.A. as a tax deductible cost. The taxable amount challenged by the authority is PLN 32.5 million which translates into a potential tax liability of PLN 6.2 million. The Company does not agree with the findings made by the auditors. As a result, the customs and fiscal audit was converted into tax proceedings.
On 15 October 2020, the Company received a report on the audit of the books in which the Head of the Małopolskie Province Customs and Tax Office leaves only the charge that the company overestimated the tax deductible cost by including interest on external financing contributed to the capital reserves of SDC and the costs of obtaining this financing in tax deductible costs (the taxable amount is PLN 22.7 million which translates into a potential tax liability of PLN 4.3 million). Thus, the office has refrained from questioning the expenses incurred for trade mark fees as a tax deductible cost. In the same month, the company submitted objections to the report on the audit of the books. Tax proceedings are currently underway.
In addition, on 6 October 2020 the company received from the Head of the Małopolskie Province Customs and Tax Office a notice of suspension, as of 1 September 2020, of the statute of limitations for tax liabilities for 2014 due to initiation of proceedings for fiscal offences.
CIT audit for 2015 at CIECH Soda Polska S.A. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 10 October 2016. On 7 March 2017, the tax office issued the tax audit report. The irregularities found result primarily from the fact that the auditors challenged the company's right to settle the loss from participation in a partnership – as was the case for CIECH Pianki Sp. z o.o., CIECH Cargo Sp. z o.o., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A. The Company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Soda Polska S.A. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First instance), according to which the company had understated - due to its participation in a partnership - its tax obligations in the amount of PLN 3.9 million. The Company appealed against said decision. On 9 September 2019, the company received a decision (decision of the Second instance) issued by the Head of the Tax Administration Chamber in Bydgoszcz, in which the latter upheld the findings of the decision of the First instance. The decision issued by the second instance authority is enforceable. Therefore, the company was obliged to pay the overdue tax (as per the tax auditors) in the amount of PLN 3.9 million (the tax base challenged by the tax authorities was PLN 20.4 million) plus the interest due in the amount of PLN 1 million. On 9 October 2019, the company appealed to the Provincial Administrative Court in Bydgoszcz against the decision of the Second Instance. At a hearing on 11 December 2019, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling annulling the decision issued by the Head of the Tax Administration Chamber in Bydgoszcz in its entirety. In February 2020, Head of the Tax Administration Chamber in Bydgoszcz lodged a cassation complaint with the Supreme Administrative Court. At present, the company is waiting for the date of the hearing to be set.
CIT audit for 2015 at CIECH Pianki Sp. z o.o. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 22 November 2016. On 3 March 2017, the tax office issued the tax audit report. As was the case for CIECH Soda Polska S.A., CIECH Cargo Sp. z o.o., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership.
The Company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Pianki S.A. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First instance), according to which the company had understated - due to its participation in a partnership - its tax obligations in the amount of PLN 2.6 million. The Company appealed against said decision. On 9 September 2019, the company received a decision (decision of the Second instance) issued by the Head of the Tax Administration Chamber in Bydgoszcz, in which the latter upheld the findings of the decision of the First instance. The decision issued by the second instance authority is enforceable. Therefore, the company was obliged to pay the overdue tax (as per the tax auditors) in the amount of PLN 2.6 million (the tax base challenged by the tax authorities was PLN 13.8 million) plus the interest due in the amount of PLN 0.7 million. On 9 October 2019, the company appealed to the Provincial Administrative Court in Bydgoszcz against the decision of the Second Instance. At a hearing on 11 December 2019, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling annulling the decision issued by the Head of the Tax Administration Chamber in Bydgoszcz in its entirety. In February 2020, Head of the Tax Administration Chamber in Bydgoszcz lodged a cassation complaint with the Supreme Administrative Court. At present, the company is waiting for the date of the hearing to be set.
CIT audit for 2015 at CIECH Cargo Sp. z o.o. was initiated by the Head of the Kujawsko-Pomorskie Province Tax Office in Bydgoszcz on 23 January 2017. On 14 June 2017, the tax office issued the tax audit report. As was the case for CIECH Pianki Sp. z o.o., CIECH Soda Polska S.A., CIECH Vitrosilicon S.A., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership. The Company and its tax advisors do not agree with the position of the auditors. In June 2019, CIECH Cargo Sp. o.o. received a decision of the Kujawsko-Pomorskie Tax Office Head in Bydgoszcz (decision of the First instance), according to which the company had understated - due to its participation in a partnership - its tax obligations in the amount of PLN 1.7 million. The Company appealed against said decision. On 9 September 2019, the company received a decision (decision of the Second instance) issued by the Head of the Tax Administration Chamber in Bydgoszcz, in which the latter upheld the findings of the decision of the First instance. The decision issued by the second instance authority is enforceable. Therefore, the company was obliged to pay the overdue tax (as per the tax auditors) in the amount of PLN 1.7 million (the tax base challenged by the tax authorities was PLN 8.8 million) plus the interest due in the amount of PLN 0.5 million. On 9 October 2019, the Company appealed to the Provincial Administrative Court in Bydgoszcz against the decision of the Second Instance. At a hearing on 11 December 2019, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling annulling the decision issued by the Head of the Tax Administration Chamber in Bydgoszcz in its entirety. In February 2020, Head of the Tax Administration Chamber in Bydgoszcz lodged a cassation complaint with the Supreme Administrative Court. At present, the company is waiting for the date of the hearing to be set.
CIT audit for 2015 at CIECH Vitrosilicon S.A. was initiated by the Head of the Lubuskie Province Customs and Tax Office in Gorzów Wielkopolski on 19 April 2018. The company received the outcome of the audit on 4 January 2019. As was the case for CIECH Soda Polska S.A., CIECH Cargo Sp. z o.o., CIECH Pianki Sp. z o.o., CIECH Sarzyna S.A., the authority challenged the company's right to settle the loss from participation in a partnership. The Company and its tax advisors do not agree with the position of the auditors. If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 2.7 million (the tax base challenged by the authority is PLN 14.4 million) plus with interest due. Tax proceedings are currently underway.
CIT audit for 2015 at CIECH Sarzyna S.A. was initiated by the Head of the Podkarpackie Province Tax Office in Rzeszów on 6 February 2017. On 7 November 2017, the tax office issued the audit report. As was the case for CIECH Pianki Sp. z o.o., CIECH Soda Polska S.A., CIECH Vitrosilicon S.A., CIECH Cargo Sp. z o.o., the authority challenged the company's right to settle the loss from participation in a partnership. In addition, the authority challenged the company's right to include the fee for the trademark and interest on loans paid in advance in tax deductible costs. The Company and its tax advisors do not agree with the position of the auditors.
If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 6.9 million (the tax base challenged by the authority is PLN 36.4 million) plus with interest due. Tax proceedings are currently underway.
CIT audit for 2016 at CIECH Sarzyna S.A. was initiated by the Head of the Podkarpackie Province Tax Office in Rzeszów on 26 February 2018. On 11 January 2019, the tax office issued the audit report. According to the authority, the expenses incurred by the company in 2016 for the use of Chwastox trademarks cannot be classified as tax deductible costs. In addition, the company should have included interest on loans paid in advance in 2015 in its tax deductible costs in 2016. Additionally, the authority claims that the company may not offset the loss for 2015 in the annual return for 2016. The Company and its tax advisors do not agree with the position of the auditors. If the unfavourable position of the authority is upheld, an obligation may arise to pay tax arrears in the amount of PLN 4.3 million (the tax base challenged by the authority is PLN 22.4 million) plus with interest due. Tax proceedings are currently underway.
CIT audit for 2016 at CIECH S.A. On 25 May 2021, CIECH S.A. received an authorisation from the Head of the Małopolskie Province Customs and Tax Office in Kraków to carry out a customs and fiscal audit with regard to corporate income tax (CIT) for 2016. Tax audit is currently underway.
CIT audit for 2018 at CIECH Soda Polska S.A. was initiated on 1 December 2020 by the Head of the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń. The audit concerns the correctness of settlements with the state budget in respect of corporate income tax. On 27 April 2021, the Head of the Customs and Tax Office issued a Notice of Consideration of the CIT correction filed by the company resulting in an overpayment of CIT in the amount of PLN 0.9 thousand due to the transfer of proceeds from excise tax refunds (for 2016 - PLN 1.4 million and for 2017 - PLN 3.8 million) from taxable activities to activities within the Special Economic Zone (hereinafter: SEZ) and, as a consequence, a change in the allocation of shared costs between these activities (PLN 0.5 million transferred to SEZ). Therefore, the audit was terminated.
The Group estimated that the potential impact on income tax expense (in the form of additional tax liabilities or inability to recover a deferred income tax asset calculated for tax losses), in connection with the above events which are or may continue to be challenged, 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. From the above-mentioned amount of PLN 136.3 million, following the decisions of the second instance, regarding CIT (2012 and 2013) in CIECH S.A., and CIT (2015) in CIECH Soda Polska S.A., CIECH Pianki Sp. z o.o. and CIECH Cargo Sp. z o.o., despite further dispute before court, the total tax amount of PLN 53.7 million was paid, a provision was recognised for potential tax liabilities in the amount of PLN 38.4 million, and it was decided not to recognise a deferred tax in the amount of PLN 26.7 million, and an impairment loss on receivables from the tax office in the amount of PLN 1.8 million. The remaining amount, i.e. PLN 15.7 million, is not covered by a provision and represents a contingent liability. The Group also paid interest in the total amount of PLN 26.9 million.
The CIECH Group companies were subject to VAT audits/proceedings concerning the following years:
VAT audit for the fourth quarter of 2013 at Verbis Kappa Sp. z o.o. S.K.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 6 April 2018. The company received the outcome of the audit on 11 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The market value of the in-kind contribution less the amount of VAT was recognised as the taxable amount in the invoice received by the company. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 35.7 million which translates into a tax of PLN 8.2 million.
The Company and the other party to the transaction, i.e. CIECH Sarzyna S.A., filed motions for tax rulings. The Director of the National Revenue Information agreed with the position of CIECH Sarzyna S.A. presented in the motion that the taxable amount of the in-kind contribution made in 2013 was the value of the contribution, i.e. the market value of the in-kind contribution less the amount of VAT. Taking into account the positive interpretation concerning the taxable amount (an interpretation received after the event that is the subject of the dispute) and the case-law line that existed until the end of 2013, the issuer of the invoice, i.e. CIECH Sarzyna S.A., and its advisors believe that the taxable amount should be the market value of the in-kind contribution less the amount of VAT. Therefore, the company did not make a VAT correction, considering that the tax treatment of the in-kind contribution made in 2013 was correct. On 7 August 2019, the company received the decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority, that the company had no right to deduct VAT in the amount of PLN 8.2 million. The Company and its advisors do not agree with the findings set forth in the Decision and have appealed against it. On 14 November 2019, the company received the Decision of the second instance, where the Head of the Małopolskie Province Customs and Tax Office upheld the decision of the first instance in its entirety. The decision issued by the second instance authority is enforceable. Therefore, the company was obliged to pay the overdue VAT (as per the tax auditors) in the amount of PLN 8.2 million plus the interest due in the amount of approx. PLN 3.9 million. On 13 December 2019, the Company appealed against the decision of the second instance to the Provincial Administrative Court in Kraków. At a hearing on 22 July 2020, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling dismissing the complaint filed by the Company, accepting the position of the Małopolskie Province Customs and Tax Office in Kraków. The company received a written statement of reasons for the judgment and lodged a cassation complaint with the Supreme Administrative Court in November 2020. At present, the company is waiting for the date of the hearing to be set.
VAT audit for the fourth quarter of 2013 at Verbis ETA Sp. z o.o. S.K.A. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. The company received the outcome of the audit on 16 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The market value of the in-kind contribution less the amount of VAT was recognised as the taxable amount in the invoice received by the company. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 133.5 million which translates into a tax of PLN 30.8 million.
The Company and the other party to the transaction, i.e. CIECH S.A., filed motions for tax rulings. The Director of the National Revenue Information agreed with the CIECH S.A.'s position that the company had determined the taxable amount in a correct manner, i.e. the taxable amount of the in-kind contribution made in 2013 should have been the value of the contribution, i.e. the market value of the in-kind contribution less the amount of VAT. Taking into account the positive interpretation concerning the taxable amount (an interpretation received after the event that is the subject of the dispute) and the caselaw line that existed until the end of 2013, the Company and its advisors believe that the taxable amount should be the market value of the in-kind contribution less the amount of VAT. Therefore, the company and, accordingly, the other party to the transaction complied with the ruling.
On 17 July 2019, the company received the decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority, that the Company had no right to deduct VAT in the amount of
PLN 30.8 million. The Company and its advisors do not agree with the findings set forth in the Decision and have appealed against it. On 6 August 2019, the company received an order of the Head of the Third Tax Office for Warszawa-Śródmieście to make the Decision of the Head of the Małopolskie Province Customs and Tax Office in Krakow, issued in connection with the tax proceedings conducted against the company, immediately enforceable. The Company filed a complaint against said decision. Irrespective of the complaint, the company applied to the Head of the Third Tax Office for crediting the overpaid VAT in the amount of PLN 30.8 million resulting from the correction of the VAT settlement for July 2018 towards the arrears indicated in the Decision of the Małopolskie Province Customs and Tax Office in Krakow, and repaid interest in the amount of PLN 12.4 million. In its decision, the Head of the Third Tax Office agreed to the company's request. Thus, no enforcement proceedings were initiated. On 24 October 2019, the company received the Decision of the second instance, where the Head of the Małopolskie Province Customs and Tax Office upheld the decision of the first instance in its entirety. On 13 November 2019, the company received the decision issued by the Head of the Tax Administration Chamber in Warsaw concerning the upholding of the decision of the Third Tax Office to make the non-final decision of the first-instance authority immediately enforceable. Due to the fact that the company had received the decision of the second instance earlier, it did not file a complaint to the Provincial Administrative Court in Warsaw against the decision received. On 25 November 2019, however, the Company appealed against the decision of the second instance to the Provincial Administrative Court in Kraków. At a hearing on 29 July 2020, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling dismissing the complaint filed by the Company, accepting the position of the Małopolskie Province Customs and Tax Office in Kraków. The company received a written statement of reasons for the judgment and lodged a cassation complaint with the Supreme Administrative Court on 20 January 2021. At present, the company is waiting for the date of the hearing to be set.
In total, in the two aforementioned disputes concerning VAT in Verbis Kappa Sp. z o.o. and Verbis ETA Sp. S.K.A. and Verbis ETA Sp. z o.o. S.K.A., despite the continuation of the dispute, PLN 39 million of VAT and PLN 16.3 million of interest were paid after the decisions of the second instance. These amounts are reported as public-law receivables in the financial statements due to the fact that the companies and their tax advisors estimate the chances of winning these disputes to be above 50%. At the same time, due to the continuing uncertainty as to the direction of the dispute resolution by the Supreme Administrative Court, these amounts are also reported as contingent liabilities.
VAT audit for December 2014 at Cerium Finance Sp. z o.o. was initiated by the Head of the Małopolskie Province Customs and Tax Office in Kraków on 5 April 2018. The company received the outcome of the audit on 19 June 2018. The authority challenged the right to deduct VAT on part of the contribution in kind made to the share premium. According to the authority, the taxable amount of the contribution received is the amount equal to the nominal value of the shares acquired. The market value of the in-kind contribution less the amount of VAT was recognised as the taxable amount in the invoice received by the company. Consequently, according to the authority, the company deducted the input tax in the amount to which it was not entitled. The taxable amount challenged by the authority is PLN 110 million which translates into a tax of PLN 25.3 million. Guided by the outcome of the audit, the other party to the in-kind contribution transaction, i.e. CIECH Soda Polska S.A., issued a correction to the invoice, specifying the taxable amount of the in-kind contribution as the nominal value of the shares acquired. Cerium Finance Sp. z o.o. included the correction of the invoice in the current tax return and paid the tax. CIECH Soda Polska S.A. received a refund of overpaid VAT.
The Company and CIECH Soda Polska S.A. filed motions for tax rulings. The Director of the National Revenue Information agreed with the position of the companies with respect to the recognition of a VAT correction in the current period – the companies had already received the interpretations after the event that is the subject of the dispute. In turn, CIECH Soda Polska S.A. received a reply that the taxable amount of the in-kind contribution made in 2014 was the nominal value of the shares acquired. Taking into account the ruling concerning the taxable amount and the regulations, as amended in 2014, according to which the taxable amount should be the value contributed to the share capital, the company is of the opinion that the correction made (included in the current period) is correct.
On 17 July 2019, CIECH Soda Polska S.A. (CSP), as the legal successor of Cerium Finance Sp. z o.o., received the Accounting Books' Audit Report, in which the auditors upheld their position, that the Company had no right to deduct VAT in the amount of PLN 25.3 million, without referring to the correction of VAT submitted by the Company in the current period and payment of this tax.
On 11 September 2019, the CSP received the decision of the Head of the Małopolskie Province Customs and Tax Office in Kraków, upholding the previous position of the authority, that Cerium Finance Sp. z o.o. had no right to deduct VAT in the amount of PLN 25.3 million. CSP appealed against the decision of the first instance. On 7 January 2020, the company received the Decision of the second instance, where the Head of the Małopolskie Province Customs and Tax Office in Kraków upheld the decision of the first instance in its entirety. The decision issued by the second instance authority was enforceable. Therefore, despite the fact that the amount of VAT has already been paid to the relevant tax office in connection with the correction of VAT settlement submitted in the current period, according to the received individual ruling, the company decided to pay again the same amount of VAT of PLN 25.3 million and interest of PLN 10 million. The VAT paid again will be recovered by CSP at the latest after the completion of the court and administrative proceedings (for December 2014), if any, or after the completion of the overpayment proceedings for July 2018. On 6 February 2020, the Company appealed against the decision of the second instance to the Provincial Administrative Court in Kraków. At a hearing on 22 September 2020, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling dismissing the complaint filed by the Company, accepting the position of the Małopolskie Province Customs and Tax Office in Kraków. The company received a written statement of reasons for the judgment and lodged a cassation complaint with the Supreme Administrative Court on 13 January 2021. At present, the company is waiting for the date of the hearing to be set.
The amount of interest paid, i.e. PLN 10 million, is reported in the financial statements as public-law receivables due to the fact that the company and its tax advisors estimate the chances of winning the dispute to be above 50%. At the same time, due to the continuing uncertainty as to the direction of the dispute resolution by the Supreme Administrative Court, this amount is also reported as a contingent liability.
VAT audit for the period from January to June 2018 at CIECH Trading Sp. z o.o. was commenced by the Head of the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń (for the period from January to April 2018) – commenced on 20 June 2018, and by the Head of the Śląskie Province Customs and Tax Office in Katowice (for the period from May to June 2018) – commenced on 19 September 2018. On 13 September 2019, the Company received a report on the audit of the books and the outcome of the audit from the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń. According to the auditors, the company overstated the input tax by PLN 1.4 million, deducting the tax resulting from invoices issued by two contractors who, according to the authority, committed tax fraud at an earlier stage of trade. According to the authority, the company failed to exercise due diligence when entering into transactions with these entities. The Company does not agree with the position of the auditors. However, given the lack of clear legal guidelines as to the scope of due diligence and following the prudence principle, the company decided to correct the VAT return for the period from January to April 2018 in the amount indicated by the authority, i.e. PLN 1.4 million. In addition, following the prudence principle in order to prevent a possible additional tax liability in the form of VAT sanctions, the company corrected its VAT settlements for 2017 and for the period from July to November 2018, excluding from its settlements the input VAT on invoices issued by the same two counterparties for whom the authority refuses to deduct input VAT for the period from January to June 2018. The amount of the corrected VAT is PLN 7.5 million. As a result of corrections made to VAT returns and their settlement with the tax office, the company paid PLN 0.5 million in interest. On 10 February 2020, the Company received the decision of the Head of the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń concerning the determination of an additional VAT liability in relation to the audit for the period from January to April 2018. The amount of sanctions indicated in the Decision is PLN 1.4 million. The Company lodged an appeal against the Decision received with the Head of the Kujawsko-Pomorskie Province Customs and Tax Office. Regardless of the appeal filed, in order to avoid further accrual of interest, on 5 June 2020 the Company paid the amount of this additional tax liability together with interest. On 21 July 2020, the Company received the decision of the Head of the Kujawsko-Pomorskie Province Customs and Tax Office in Toruń (appeal body). The decision upholds the decision of the first instance authority to set the additional VAT liability in CIECH Trading Sp. z o.o. at 100%, i.e. in the amount of PLN 1.4 million. This Decision is final. On 19 August 2020, the Company appealed against the decision of the second instance to the Provincial Administrative Court in Bydgoszcz. At a hearing on 18 November 2020, after considering the appeal filed by the Company, the Provincial Administrative Court issued a ruling dismissing the complaint filed by the Company, accepting the position of the Head of the Kujawsko-Pomorskie Province Customs and Tax Office. The company received a written statement of reasons for the judgment and lodged a cassation complaint with the Supreme Administrative Court on 28 January 2021.
In case of the audit of VAT settlements for the period of May and June 2018 carried out by the Head of the Silesian Customs and Tax Office in Katowice, in September 2020 the company received the results of the audit relating to each of the months audited, in which the office refused the company the right to deduct input tax in the amount of PLN 1.5 million. In October 2020, the company paid the disputed amount of tax plus interest. The company recognised a provision for possible VAT arrears, interest and a sanction for the period of May-June 2018 in the amount of PLN 3.8 million. In December 2020, the Company received two Decisions issued by the Head of the Silesian Customs and Tax Office on the transformation of the customs and fiscal audit into tax proceedings on the determination of the additional VAT tax liability for May and June 2018. On 13 January 2021, the Head of the Silesian Customs and Tax Office in Katowice issued a decision on determining the additional VAT liability in the amount of PLN 1.5 million. The Company lodged an appeal against the Decision received with
the Head of the Silesian Customs and Tax Office. Regardless of the appeal filed, in order to avoid further accrual of interest, on 11 February 2021 the Company paid the amount of this additional tax liability together with interest.
The audit at CIECH Group in Germany concerns income tax and VAT settlements. The audit concerns the following companies: Sodawerk Staßfurt Verwaltungs GmbH, CIECH Soda Deutschland GmbH & Co. KG, Sodawerk Holding Staßfurt GmbH, SDC GmbH, CIECH Energy Deutschland GmbH. The audits cover settlements for 2007-2009 and 2010-2015 and concern various factual and legal matters.
On 22 March 2021, the proxy of CIECH Soda Deutschland GmbH & Co. KG received the preliminary result of the tax audit issued by the Tax Office in Staßfurt. The decision was issued in connection with an audit of the VAT settlements for 2012- 2013 at Ciech Energy Deutschland GmbH. The decision was delivered to CIECH Soda Deutschland GmbH & Co. KG, as in the VAT group to which CIECH Soda Deutschland GmbH & Co. KG and Ciech Energy Deutschland GmbH belong, CIECH Soda Deutschland GmbH & Co.KG is responsible for settlements with the tax authorities. In the Decision, the Tax Office questioned the right to deduct VAT in the amount of EUR 5.0 million on invoices received in 2012-2013 by Ciech Energy Deutschland GmbH in connection with the leasing of the CHP plant, whereby, due to the principle of neutrality, the amount of VAT deducted by Ciech Energy Deutschland GmbH can be offset against the VAT paid by the lessor. The amount in dispute would be interest of approximately EUR 1.9 million (approximately PLN 8.9 million). Ciech Energy Deutschland GmbH and the tax advisors do not agree with the Decision issued and have therefore filed an appeal against the Decision and requested that it be suspended until the pending case is finally resolved.
Ciech Energy Deutschland GmbH, having analysed the Decision and the tax advisor's position on the chances of a positive outcome of the proceedings for Ciech Energy Deutschland GmbH, has decided not to recognise a provision for interest. In August 2021, the Company received a notification that the Tax Office had fully withdrawn from the Decision. Thus, the dispute regarding the right to deduct VAT on invoices received by CIECH Energy Deutschland GmbH in connection with the lease of the CHP plant has been completed.
With regard to the other years and issues subject to ongoing audits, the outcome of the audit as at the balance sheet date is not known – the companies did not receive any reports/decisions from the tax authorities. In case of a different assessment of economic events by audit authorities, an obligation may arise to recalculate and potentially increase the tax liability and to pay interest on tax arrears. Under the prudence principle, the companies have, however, recognized provisions for potential tax liabilities and interest in the total amount of EUR 15.8 million (after conversion into PLN according to the exchange rate quoted on the balance sheet date – about PLN 71.4 million). Out of the stated amount of EUR 15.8 million, the provision created in previous years amounts to EUR 14.4 million (approx. PLN 65.1 million). Additionally, the amount of EUR 1.5 million (after conversion of PLN 6.8 million) is a contingent liability.
On 22 June 2021, the Annual General Meeting of CIECH S.A. resolved to:
At the same time, the Annual General Meeting of CIECH S.A. set the dividend record date for 30 June 2021 and the dividend payment date for 8 July 2021.
On 21 May 2020, the Ordinary General Meeting resolved to distribute CIECH S.A.'s net profit for the financial year 2019, amounting to PLN 60,436 thousand, and to allocate the entire profit to CIECH S.A.'s supplementary capital.
On 1 March 2021, CIECH S.A. entered into an agreement for the sale of 74,677 shares in CIECH Żywice Sp. z o.o. with LERG S.A. with its registered office in Pustków-Osiedle, accounting for 100% of shares in the share capital of CIECH Żywice Sp. z o.o. The value of the Agreement (equal to the enterprise value being sold) is PLN 157,410 thousand. The final price of the Shares being sold was determined in accordance with the rule arising from the Agreement and amounted to PLN 74,829 thousand. For details of the transaction, see current reports No 27/2020 and 4/2021.
| Cash received from sale of shares | 74,289 |
|---|---|
| Cash received from repayment of debt | 56,121 |
| Loans outstanding at 30.06.2021* | 27,000 |
| TOTAL Value of the Agreement | 157,410 |
*Loan previously disclosed as intercompany loan and eliminated at the level of the consolidated statements; following the sale, disclosed in the consolidated figures as a loan to a third party. Repayment of the loan of PLN 27 million on 30 July 2021.
The accounting principles applied in the preparation of the statement of profit or loss for discontinued operations are consistent with the Group's accounting policy. The results of discontinued operations include:
For the period from 1 January to 30 June 2021 and for the period from 1 January to 30 June 2020:
Below is the consolidated result on discontinued operations ( in the resins area) for the first half of 2021, which includes the figures of CIECH Żywice Sp. z o.o. and CIECH S.A.
| CIECH Group | 01.01.-30.06.2021 | 01.01.-30.06.2020 |
|---|---|---|
| Sales revenues | 69,898 | 124,563 |
| Cost of sales | (56,642) | (115,779) |
| Gross profit/(loss) on sales | 13,256 | 8,784 |
| Other operating income | 385 | 1,686 |
| Selling costs | (1,211) | (4,147) |
| General and administrative expenses | (5,080) | (4,238) |
| Other operating expenses | (422) | (788) |
| Operating profit/(loss) | 6,928 | 1,297 |
| Financial income | 1,864 | 25 |
| Financial expenses | (319) | (652) |
| Net financial income/(expenses) | 1,545 | (627) |
| Profit/(loss) before tax | 8,473 | 670 |
| Income tax | (852) | (460) |
| Net profit/(loss) (1) | 7,621 | 210 |
| Revenues from sales of CIECH Żywice Sp. z o.o. | 74,289 | - |
| Net assets | (19,370) | - |
| Income tax | - | - |
| The result on the sale of CIECH Żywice Sp. z o.o. (2) | 54,919 | - |
| Total net profit / (loss) from discontinued operations (1 + 2) | 62,540 | 210 |
Analysis of assets and liabilities over which control was lost – CIECH Żywice Sp. z o.o.*:
| in thousand PLN | 01.03.2021 |
|---|---|
| ASSETS | |
| Property, plant and equipment | 62,787 |
| Right-of-use assets | 894 |
| Intangible assets, including: | 14,611 |
| Investment properties | 199 |
| Deferred tax assets | 1,508 |
| Total non-current assets | 79,999 |
| Inventories | 30,174 |
| Trade and other receivables | 54,392 |
| Cash and cash equivalents | 7,335 |
| Total current assets | 91,901 |
| Total assets | 171,900 |
| LIABILITIES | |
| Lease liabilities | 47 |
| Provisions for employee benefits | 457 |
| Provisions for deferred tax | - |
| Total non-current liabilities | 504 |
| Loans, borrowings and other debt instruments | 57,373 |
| Lease liabilities | 72 |
| Trade and other liabilities | 91,356 |
| Income tax liabilities | 1,575 |
| Provisions for employee benefits | 1,620 |
| Other provisions | 30 |
| Total short-term liabilities | 152,026 |
| Total liabilities | 152,530 |
| NET ASSETS | 19,370 |
*Assets and liabilities of the company prior to the date of sale were reported under assets held for sale.
Cash flows from discontinued operations for CIECH Żywice Sp. z o.o.:
| 01.01.-01.03.2021 | |
|---|---|
| Cash as at 01.01.2021 | 4,913 |
| Net cash from operating activities | 1,445 |
| Net cash from investing activities | (704) |
| Net cash from financing activities | 1,681 |
| Total net cash flows | 2,422 |
| Cash over which control was lost at the time of sale | 7,335 |
The following table presents information about the consideration received for the sale of discontinued operations (in PLN '000):
| Cash received from sale of shares | 74,289 |
|---|---|
| Cash over which control was lost | (7,335) |
| Consideration received (value reported in cash flows as "Disposal of a subsidiary") | 66,954 |
Information on important events taking place in the CIECH Group in the first half of 2021 has been presented in Sections 5.3 and 5.4 hereof.
On 5 July 2021, the Management Board of CIECH S.A. adopted a resolution on the commencement of the review of strategic options supporting further development of the CIECH Group in relation to CIECH Vitro Sp. z o.o., a subsidiary of CIECH S.A. CIECH Vitro operates as part of the Packaging Segment. In the process of reviewing strategic options, the Management Board works together with a transaction, financial, legal and tax advisor.
On 2 August 2021, CIECH S.A. received the decision of the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, regarding registration of amendments to the Articles of Association of the Company made by virtue of Resolutions No 20/2021 and 23/2021 of the Annual General Meeting of CIECH S.A. of 22 June 2021.
On 8 September 2021 a letter of intent was signed between CIECH S.A. and SYNTHOS GREEN ENERGY S.A. on establishing cooperation in the use of energy from small and micro modular reactors (SMR and MMR respectively) by companies from the CIECH Group. The executed letter of intent will enable the Issuer to carry out a thorough analysis of the use of SMR and MMR technologies in the Group's Companies.
The letter of intent provides for the establishment of long-term cooperation in defining the characteristics of energy supplies for the needs of the Companies using SMR and MMR technologies, developing an energy supply model, determining the possibility of, and conditions for, the construction of SMR and MMR installations on the premises of the Companies, and establishing the boundary terms of the contract for the energy supply to the Companies. Detailed information can be found in the current report No. 31/2021.
The first half of 2021 was another period of CIECH Group operations conducted during the ongoing COVID-19 pandemic. During this period, reality continued to be defined by various restrictions and security measures constantly in force to protect the health and lives of employees of the Group and third parties.
During the described period, the CIECH Group continued to be adversely affected by the pandemic, which translated in many different ways into the achievement of the Group's objectives for 2021 and those of the individual Group segments.
In the first months of 2021, in particular in the first quarter, operations of the Group and the individual segments were regulated by decisions and recommendations of the state authorities and by restrictions imposed in social life. In this period, the CIECH Group continued to comply with the measures taken in 2020 to protect the health and lives of employees, third party employees and business partners. Invariably, since the outbreak of the pandemic, the overriding objective for the Group has been to protect the health and lives of its employees. As a result, procedures were continued under which employees were able to work remotely (where possible).
In the case of a broad group of employees where it was not possible to work in a remote manner (production workers), procedures were still in place at individual plants to keep direct contact between shifts to a necessary minimum, and the necessary required protective measures were still in place to minimise the risk of infection and disease outbreaks. Owing to the solutions in place, the Group continued to record only isolated cases of infection among employees. The Group has not reported any outbreaks of infections in plants that would result in the closure of the respective area or plant. In addition to ensuring the health and safety of employees, it was a priority for the Group's Management Board to continue its efforts to ensure the continuity of operations at the Group's various production sites and to avoid disruptions to the supply chain. As a result, during the first half of 2021, the Group's production facilities continued, uninterrupted, to operate and there were no production stoppages. There were also no cases of supply chain disruptions due to interruptions in transport, availability of raw materials or for other reasons. The risk of an outbreak of infection in the Group began to decline around the second quarter as employees joined the COVID-19 vaccination programme and as the number of new cases declined across Poland.
In the first half of 2021, the situation in the individual business segments of the CIECH Group was as follows:
• The Soda Segment, which is key to the CIECH Group in terms of maintaining business continuity in a pandemic situation, did not record any negative events or incidents. There have been isolated cases of quarantine of workers in production facilities, but with no impact on production continuity. The situation began to improve in the second quarter, when segment employees started the COVID-19 vaccination process. Commercially in the first half of the year, it should be noted that the first quarter of 2021 was marked by restrictions and an ongoing lockdown in the HoReCa sector in Poland and in most European Union countries (restaurants, hotels). In the second quarter, with the easing of restrictions and the opening up of the economy, the situation began to return to normal. The return to business as usual, in connection with the opening up of economies and the lifting of restrictions, was seen most recently in the HoReCa sector. No adverse impact of the pandemic on the construction and automotive sectors was observed during the first half of 2021. It should be noted, however, that in the case of the automotive sector, indications of possible business interruptions began to emerge at the end of the second quarter of 2021. These interruptions, however, were caused not by the pandemic situation but by the economic recovery following periods of economic freezing and therefore by the lack of, or delays in, deliveries of car electronics from Asia. Other sectors that are customers of the soda segment, in particular the construction industry, operated smoothly and without interruption in the first half of 2021. The segment's revenues in the area of sales of soda products were mainly generated by contract sales, which account for approximately 90% of the sales volume. The remaining 10% of sales were made through spot transactions in the market. With regard to salt products, it was possible to increase production levels during the first half of 2021 as a result of the elimination of shutdowns caused by various types of failures. In the second quarter of this year, the necessary finishing and installation work was carried out at the new saltworks in Germany and preparations for trial production began. The Polish market saw an increase in sales, driven by the relatively snowy and long winter. Due to the lockdown of the German economy lasting until June 2021, sales performance in Western European markets was weaker than planned. As a result of the continuing lockdown in Germany, the segment recorded an approximate 30% drop in sales compared to the same period in 2020.
In other areas of the CIECH Group's operations, no adverse effects of the ongoing COVID-19 pandemic were recorded in the first half of the year, and:
At the end of 2020, there was a breach of the guarantor coverage ratio, tested under the applicable loan agreements. Due to the breach of the ratio and the failure to repeal the breach as at 31 December 2020, the total value of loans made available on the basis of the above-mentioned In accordance with the requirements of IAS 1, the agreements were reclassified into short-term loan liabilities.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | 01.04.-30.06.2021 | 01.04.-30.06.2020* | ||
|---|---|---|---|---|---|
| Data not reviewed | |||||
| CONTINUING OPERATIONS | |||||
| Sales revenues | 765,364 | 837,545 | 381,126 | 379,205 | |
| Cost of sales | (651,669) | (716,534) | (326,854) | (320,974) | |
| Gross profit on sales | 113,695 | 121,011 | 54,272 | 58,231 | |
| Other operating income | 3,665 | 5,406 | 2,559 | 3,875 | |
| Selling costs | (62,363) | (50,231) | (32,472) | (21,253) | |
| General and administrative expenses | (34,350) | (43,509) | (16,048) | (22,086) | |
| Other operating expenses | (2,649) | (13,285) | (930) | (12,377) | |
| Operating profit | 17,998 | 19,392 | 7,381 | 6,390 | |
| Financial income | 122,582 | 92,867 | 15,215 | 63,090 | |
| Profit from financial instruments | 50,027 | 27,020 | 2,531 | 16,387 | |
| Financial expenses | (107,080) | (79,307) | (37,795) | 4,431 | |
| (Loss) from financial instruments | (64,926) | (65,727) | (13,025) | 11,833 | |
| Net financial income/(expenses) | 15,502 | 13,560 | (22,580) | 67,521 | |
| Profit before tax | 33,500 | 32,952 | (15,199) | 73,911 | |
| Income tax | (3,333) | 1,002 | (3,885) | (5,027) | |
| Net profit on continuing operations | 30,167 | 33,954 | (19,084) | 68,884 | |
| DISCONTINUED OPERATIONS | |||||
| Net profit/(loss) on discontinued operations | 42,353 | (1,186) | (7,273) | 866 | |
| Net profit for the year | 72,520 | 32,768 | (26,357) | 69,750 | |
| Earnings per share (in PLN): | |||||
| Basic | 1.38 | 0.62 | (0.50) | 1.32 | |
| Diluted | 1.38 | 0.62 | (0.50) | 1.32 | |
| Earnings per share (in PLN) from continuing operations: |
|||||
| Basic | 0.57 | 0.64 | (0.36) | 1.30 | |
| Diluted | 0.57 | 0.64 | (0.36) | 1.30 |
*Restated data. For detailed information on discontinued operations, see Note 4.15 to this report.
The condensed separate statement of profit or loss of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
| 01.01.-30.06.2021 | 01.01.-30.06.2020 | 01.04.-30.06.2021 | 01.04.-30.06.2020 | ||
|---|---|---|---|---|---|
| Data not reviewed | |||||
| Net profit / (loss) | 72,520 | 32,768 | (26,357) | 69,750 | |
| Other comprehensive income before tax that may be reclassified to the statement of profit or loss |
33,694 | (32,608) | 30,742 | (6,988) | |
| Cash flow hedge reserve | 33,694 | (32,608) | 30,743 | (6,988) | |
| Other components of other comprehensive income | - | - | (1) | - | |
| Income tax attributable to other comprehensive income |
(6,018) | 6,191 | (5,457) | 1,323 | |
| Income tax attributable to other comprehensive income that may be reclassified to the statement of profit or loss |
(6,018) | 6,191 | (5,457) | 1,323 | |
| Other comprehensive income net of tax | 27,676 | (26,417) | 25,285 | (5,665) | |
| TOTAL COMPREHENSIVE INCOME | 100,196 | 6,351 | (1,072) | 64,085 |
The condensed separate statement of other comprehensive income of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
| 30.06.2021 | 31.12.2020 | |
|---|---|---|
| ASSETS | ||
| Property, plant and equipment | 12,472 | 11,805 |
| Intangible assets | 60,433 | 57,428 |
| Long-term financial assets | 2,816,837 | 2,538,642 |
| Rights to use an asset | 24,122 | 26,057 |
| Total non-current assets | 2,913,864 | 2,633,932 |
| Inventory | 16,965 | 6,394 |
| Short-term financial assets | 1,234,502 | 1,189,162 |
| Trade and other receivables | 211,120 | 232,895 |
| Cash and cash equivalents | 118,792 | 265,287 |
| Non-current assets held for sale | - | 29,964 |
| Total current assets | 1,581,379 | 1,723,702 |
| Total assets | 4,495,243 | 4,357,634 |
| EQUITY AND LIABILITIES | ||
| Share capital | 287,614 | 287,614 |
| Share premium | 470,846 | 470,846 |
| Cash flow hedge reserve | 1,963 | (25,713) |
| Actuarial gains | (78) | (78) |
| Other reserve capitals | 422,699 | 422,699 |
| Retained earnings | 352,821 | 438,400 |
| Total equity | 1,535,865 | 1,593,768 |
| Loans, borrowings and other debt instruments | 1,851,722 | - |
| Lease liabilities | 20,194 | 21,792 |
| Other non-current liabilities | 119,636 | 18,198 |
| Employee benefits reserve | 956 | 979 |
| Deferred income tax liability | 6,628 | 4 |
| Total non-current liabilities | 1,999,136 | 40,973 |
| Loans, borrowings and other debt instruments | 400,579 | 2,238,619 |
| Lease liabilities | 5,712 | 6,332 |
| Trade and other liabilities | 519,106 | 438,836 |
| Income tax liabilities | - | 4,539 |
| Employee benefits reserve | 434 | 826 |
| Other provisions | 34,411 | 33,741 |
| Total current liabilities | 960,242 | 2,722,893 |
| Total liabilities | 2,959,378 | 2,763,866 |
| Total equity and liabilities | 4,495,243 | 4,357,634 |
The condensed separate statement of financial position of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
*Cash pooling – presentation in cashflow:
• Investing activities – the company presents the change in receivables from cash pooling
• Financing activities – the company presents the change in liabilities on account of cash pooling
The condensed separate statement of cash flows of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
Impact of foreign exchange differences 140 29 Cash and cash equivalents as at the end of the period 118,792 456,968
| Share capital | Share premium | Cash flow hedge reserve |
Other reserve capitals |
Actuarial gains | Retained earnings |
Total equity | |
|---|---|---|---|---|---|---|---|
| 01.01.2021 | 287,614 | 470,846 | (25,713) | 422,699 | (78) | 438,400 | 1,593,768 |
| Transactions with shareholders included directly in equity | - | - | - | - | - | (158,099) | (158,099) |
| Dividend payment | - | - | - | - | - | (158,099) | (158,099) |
| Total comprehensive income for the period | - | - | 27,676 | - | - | 72,520 | 100,196 |
| Net profit / (loss) for the period | - | - | - | - | - | 72,520 | 72,520 |
| Other comprehensive income | - | - | 27,676 | - | - | - | 27,676 |
| 30.06.2021 | 287,614 | 470,846 | 1,963 | 422,699 | (78) | 352,821 | 1,535,865 |
| 01.01.2020 | 287,614 | 470,846 | (1,035) | 76,199 | (37) | 629,619 | 1,463,206 |
| Transactions with shareholders included directly in equity | - | - | - | 346,500 | - | (346,500) | - |
| Reclassification of capital associated with the merger | - | - | - | 346,500 | - | (346,500) | - |
| Total comprehensive income for the period | - | - | (26,417) | - | - | 32,768 | 6,351 |
| Net profit / (loss) for the period | - | - | - | - | - | 32,768 | 32,768 |
| Other comprehensive income | - | - | (26,417) | - | - | - | (26,417) |
| 30.06.2020 | 287,614 | 470,846 | (27,452) | 422,699 | (37) | 315,887 | 1,469,557 |
The condensed separate statement of changes in equity of CIECH S.A. should be analysed together with the explanatory notes which constitute an integral part of the semi-annual condensed separate financial statements.
On 31 January 2007, the Extraordinary General Meeting of Shareholders of CIECH S.A. adopted resolution No 4, concerning the preparation of separate financial statements in accordance with International Financial Reporting Standards as approved by the European Union. 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 semi-annual 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 June 2021 and as at 31 December 2020, results of the Company's operations and cash flows for the period of 6 months ended 30 June 2021 and 30 June 2020, and were approved by the Management Board of CIECH S.A. on 23 September 2021.
These semi-annual condensed separate financial statements were prepared under the assumption that CIECH S.A. will continue as a going concern in the foreseeable future. As at the date of approval of these semi-annual condensed financial statements, no facts or circumstances are known that would indicate any threat to CIECH S.A. continuing as a going concern.
The Management Board of CIECH S.A. represents that to the best of its knowledge these semi-annual condensed separate financial statements, including corresponding figures, have been prepared in accordance with the generally acceptable accounting principles and that they represent a true, accurate and fair reflection of CIECH S.A.'s financial position and the results of operations.
Preparation of financial statements in accordance with International Financial Reporting Standards ("IFRS") requires the Management Board to make professional judgements, estimates and assumptions which affect the adopted principles and presented values of assets, equity and liabilities, income and expenses. The estimates and assumptions associated with them are based on historical accuracy and various other factors that are considered to be reasonable under the specific circumstances, and their results provide a basis for professional judgement about the value of assets and liabilities that are not directly apparent from other sources. Actual value may differ from the estimated value. The estimates and 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 separate financial statements, and the estimates bearing a risk of significant changes in future years have been presented in items 4.6, 4.7, 4.8 and 4.13 hereof. Information on the impact of the COVID-19 pandemic on the operations of CIECH S.A. is presented in Note 4.17. During the current semi-annual period there were no significant revisions to the estimates presented in previous reporting periods.
The Management Board of CIECH S.A. represents that Deloitte Audyt Spółka z ograniczoną odpowiedzialnością Sp. k. with its registered office in Warsaw , entered into the list of entities authorised to audit financial statements under the registry No 73 kept by the National Chamber of Statutory Auditors was chosen in accordance with the binding legal regulations to review the semi-annual condensed separate financial statements for the period from 1 January to 30 June 2021.
The CIECH S.A.'s accounting principles are described in the Financial Statements of CIECH S.A. for 2020, published on 22 April 2021. 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.
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 separate financial statements of CIECH S.A. was presented in the Financial Statements of CIECH S.A. for the year 2020, published on 22 April 2021.
The Polish zloty (PLN) is the functional currency of CIECH S.A., and the reporting currency of these financial statements. Unless stated otherwise, all financial data in these financial statements have been presented in thousands of Polish zlotys (PLN '000). CIECH S.A. has Branches (in Romania and Germany) whose accounting records are kept in local currencies (RON and EUR). For the purpose of preparing the financial statements of CIECH S.A., accounting records of the Branch in Romania are translated using the transaction exchange rates and the accounting records of the Branch in Germany – at the average NBP rate for a given period. Due to an insignificant value of transactions, translation at this exchange rate does not result in a material distortion of results.
Seasonality associated with periodic demand and supply fluctuations has little impact on CIECH S.A.'s general sales trends. In the soda segment, a seasonal relationship between the sales volume of some products and the course of winter is observable. For calcium chloride and other products (anti-ice salt and chloride mix, waste salt) a mild winter is a reason for decrease of sales, while the influence on the sales of salt is indirect. For other products, CIECH S.A.'s revenues and financial results are not influenced by any significant seasonal fluctuations over the year.
Note 2.5 to the Financial Statements of CIECH S.A. for 2020 contains a detailed description of the allocation of operating segments to the new business structure. The change in presentation was made as of 2020 for all reporting periods presented as comparatives.
CIECH S.A.'s operating segments are designated on the basis of internal reports prepared in the Company and regularly reviewed by the Management Board, which is responsible for operating decisions aimed at allocating resources to segments and assessing the subsidiaries performance.
CIECH S.A. has been divided into the following operating segments:
Soda Segment (comprising BU Soda, and BU Salt) – the most important manufactured goods in the scope of the Soda Segment products are: light and dense soda ash, evaporated salt, sodium bicarbonate and calcium chloride. The products of this Segment are sold mainly by the parent company CIECH S.A. Production of the Soda Segment goods manufactured by the CIECH Group is implemented in CIECH Soda Polska S.A., the Romanian company CIECH Soda Romania S.A. (until September 2019) and in the German company CIECH Soda Deutschland GmbH&Co. KG. (the German company also sells its products on its own). Soda Segment products are used in the glass, food, detergent and pharmaceutical industries.
Agro Segment – the CIECH Group is a manufacturer of crop protection products used in agriculture and produced by the companies: CIECH Sarzyna S.A. and Proplan Plant Protection Company, S.L. and CIECH S.A. was the supplier of raw materials for production for CIECH Sarzyna S.A. and provided support services within this segment.
Resins Segment – the CIECH Group was a producer of a variety of organic compounds manufactured by CIECH Żywice Sp. z o.o. In 2020 and in the first quarter of 2021, it was producing, among others, epoxy resins and polyester resins. These products are used in the following industries: automotive, paints and electronics. On 1 March 2021, CIECH Żywice Sp. z o.o. was sold to LERG S.A., and its figures are reported as discontinued operations. The figures for discontinued operations include the result of CIECH S.A. obtained from the transactions with CIECH Żywice Sp. z o.o., and from the sale of this company.
Foams Segment – within the Foams Segment, CIECH S.A. provides support services to CIECH Pianki Sp. z o.o., which is a producer of polyurethane foams.
Silicates Segment – CIECH S.A. sells the Silicates and Glass segment products manufactured by CIECH Soda Romania S.A. In 2021, key products in this group included glassy sodium silicate and sodium water glass. These products are used by the construction industry and in the production of detergents.
Packaging Segment – within this segment, CIECH S.A. provides support services to CIECH Vitro S.A., which manufactures glass packaging - lanterns and jars, used for the production of headstone lamps and in the food industry.
Other Activities Segment – it covers mainly services rendered outside the Group and goods sold by CIECH S.A. outside the scope of the above segments.
The data concerning individual segments also includes support services provided by CIECH S.A. to the CIECH Group companies, such as accounting, controlling, legal, administrative and IT services.
The financing is managed (including finance expenses and incomes with the exception of interest on trade receivables and liabilities) and income tax is calculated on the Company level. The data concerning these areas is not allocated to particular segments.
CIECH S.A. has been divided into the following geographical areas: Poland, European Union, Other European countries, Africa, Asia, Other regions. Information on the Company's geographical areas is established based on the location of its assets.
Revenues and costs, assets and liabilities of segments are recognised and measured in a manner consistent with the method used in the separate financial statements.
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. No need to separate additional segments under IFRS 8 regulations has been identified.
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 IFRS and can be calculated in a different manner by other entities.
The reconciliation and definitions applied by CIECH S.A. when determining these measures are presented below.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | |
|---|---|---|
| Net profit/(loss) on continuing operations | 30,167 | 33,954 |
| Income tax | 3,333 | (1,002) |
| Financial expenses | 107,080 | 79,307 |
| Financial income | (122,582) | (92,867) |
| Amortisation/depreciation | 9,125 | 9,395 |
| EBITDA on continued operations | 27,123 | 28,787 |
| EBITDA on discontinued operations | (3,414) | 43 |
| EBITDA on continued and discontinued operations | 23,709 | 28,830 |
*Restated data. For detailed information on discontinued operations, see Note 4.15 to this report.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | |
|---|---|---|
| EBITDA on continued operations | 27,123 | 28,787 |
| One-offs including: | 95 | (651) |
| Cash items (a) | 84 | (2,984) |
| Non-cash items (without impairment) (b) | 11 | 2,333 |
| Adjusted EBITDA on continued operations | 27,218 | 28,136 |
| Adjusted EBITDA on discontinued operations | (3,414) | 43 |
| Adjusted EBITDA on continued and discontinued operations | 23,804 | 28,179 |
*Restated data. For detailed information on discontinued operations, see Note 4.15 to this report.
The catalog of EBITDA adjustment items adjusted for the purposes of these financial statements is as follows:
(a) Impairment losses are associated with the recognition/reversal of impairment write-downs of assets value.
(b) Cash items:
Moreover, adjusted EBITDA may also be adjusted for unusual, one-off events not listed above.

Revenue and costs data as well as assets, equity and liabilities data of particular CIECH S.A.'s operating segments for periods disclosed in statements are presented in the tables below.
| OPERATING SEGMENTS 01.01.-30.06.2021 |
Soda segment | Agro segment | Foams segment | Silicates segment |
Packaging segment |
Other operations segment |
Corporate functions |
TOTAL |
|---|---|---|---|---|---|---|---|---|
| Total sales revenues | 697,675 | 10,308 | 5,615 | 9,297 | 522 | 41,947 | - | 765,364 |
| Cost of sales | (589,885) | (9,815) | (872) | (9,215) | (331) | (41,551) | (651,669) | |
| Gross profit /(loss) on sales | 107,790 | 493 | 4,743 | 82 | 191 | 396 | - | 113,695 |
| Selling costs | (61,620) | (37) | - | (446) | - | (260) | (62,363) | |
| General and administrative expenses | (218) | - | - | - | - | (2,851) | (31,281) | (34,350) |
| Result on management of receivables | 702 | 30 | - | 1 | - | 529 | - | 1,262 |
| Result on other operating activities | (67) | (27) | - | - | - | 418 | (570) | (246) |
| Operating profit /(loss) | 46,587 | 459 | 4,743 | (363) | 191 | (1,768) | (31,851) | 17,998 |
| Exchange differences and interest on trade settlements |
815 | - | 1 | (7) | - | 105 | - | 914 |
| Borrowing costs | - | - | - | - | - | - | (8,489) | (8,489) |
| Result on financial activity (non-attributable to segments) |
- | - | - | - | - | - | 23,077 | 23,077 |
| Profit /(loss) before tax | 47,402 | 459 | 4,744 | (370) | 191 | (1,663) | (17,263) | 33,500 |
| Income tax | - | - | - | - | - | - | - | (3,333) |
| Net profit /(loss) on continuing operations | 30,167 | |||||||
| Net profit /(loss) on discontinued operations | 42,353 | |||||||
| Net profit /(loss) for the period | - | - | - | - | - | - | - | 72,520 |
| Amortization/depreciation | 1,920 | 15 | - | - | - | 94 | 7,096 | 9,125 |
| EBITDA from continuing operations | 48,507 | 474 | 4,743 | (363) | 191 | (1,674) | (24,755) | 27,123 |
| Adjusted EBITDA from continuing operations* | 48,509 | 474 | 4,743 | (363) | 191 | (1,674) | (24,662) | 27,218 |
* Adjusted EBITDA for the 6-month period ended 30 June 2021 is calculated as EBITDA adjusted for untypical one-off events: compensation: PLN 0.1 million.
| OPERATING SEGMENTS 01.01.-30.06.2020 |
Soda segment | Agro segment | Foams segment | Silicates segment |
Packaging segment |
Other operations segment |
Corporate functions |
TOTAL* |
|---|---|---|---|---|---|---|---|---|
| Total sales revenues | 677,536 | 81,235 | 61,305 | 13,588 | - | 3,881 | - | 837,545 |
| Cost of sales | (563,881) | (78,504) | (57,943) | (12,162) | - | (4,044) | (716,534) | |
| Gross profit /(loss) on sales | 113,655 | 2,731 | 3,362 | 1,426 | - | (163) | - | 121,011 |
| Selling costs | (47,782) | (22) | (773) | (573) | - | (1,081) | (50,231) | |
| General and administrative expenses | (1,026) | - | - | (9) | - | - | (42,474) | (43,509) |
| Result on management of receivables | (8,261) | 108 | (1) | (2) | - | 55 | - | (8,101) |
| Result on other operating activities | 1,021 | - | - | - | - | (204) | (595) | 222 |
| Operating profit /(loss) | 57,607 | 2,817 | 2,588 | 842 | - | (1,393) | (43,069) | 19,392 |
| Exchange differences and interest on trade settlements |
(735) | (1,637) | (1,201) | - | - | (684) | - | (4,257) |
| Borrowing costs | - | - | - | - | - | - | (8,740) | (8,740) |
| Result on financial activity (non-attributable to segments) |
- | - | - | - | - | - | 26,557 | 26,557 |
| Profit /(loss) before tax | 56,872 | 1,180 | 1,387 | 842 | - | (2,077) | (25,252) | 32,952 |
| Income tax | - | - | - | - | - | - | - | 1,002 |
| Net profit /(loss) on continuing operations | - | - | - | - | - | - | 33,954 | |
| Net profit /(loss) on discontinued operations | - | - | - | - | - | - | (1,186) | |
| Net profit /(loss) for the period | - | - | - | - | - | - | 32,768 | |
| Amortization/depreciation | 1,923 | 20 | - | - | - | 205 | 7,247 | 9,395 |
| EBITDA from continuing operations | 59,530 | 2,837 | 2,588 | 842 | - | (1,188) | (35,822) | 28,787 |
| Adjusted EBITDA from continuing operations** | 58,783 | 2,817 | 2,588 | 842 | - | (1,140) | (35,754) | 28,136 |
*Restated data. For detailed information on discontinued operations, see Note 4.15 to this report.
** Adjusted EBITDA for the 6-month period ended 30 June 2020 is calculated as EBITDA adjusted for untypical one-off events: change in provisions: PLN 0.7 million.
| CIECH S.A. — ASSETS AND LIABILITIES BY OPERATING SEGMENTS | ||
|---|---|---|
| -- | -- | ----------------------------------------------------------- |
| ASSETS | LIABILITIES | ||||
|---|---|---|---|---|---|
| 30.06.2021 | 31.12.2020 | 30.06.2021 | 31.12.2020 | ||
| Soda Segment | 119,702 | 85,672 | 256,284 | 268,235 | |
| Agro Segment | 3,289 | 9,858 | 1,585 | 4,129 | |
| Resins Segment | 25,867 | 67,264 | 11,469 | 38,192 | |
| Foams Segment | 1,548 | 1,326 | 46 | 9 | |
| Silicates Segment | 3,637 | 4,224 | 2,229 | 9,636 | |
| Packaging Segment | 94 | 83 | - | - | |
| Other operations Segment | 13,968 | 13,901 | 11,079 | 16,191 | |
| Corporate functions | 4,327,138 | 4,175,306 | 2,676,686 | 2,427,474 | |
| TOTAL | 4,495,243 | 4,357,634 | 2,959,378 | 2,763,866 |
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | Change 2021/2021 |
Change % | |
|---|---|---|---|---|
| Soda segment, including: | 697,675 | 677,536 | 20,139 | 3.0% |
| Dense soda ash | 370,170 | 392,277 | (22,107) | (5.6%) |
| Light soda ash | 135,998 | 108,266 | 27,732 | 25.6% |
| Salt | 98,691 | 92,403 | 6,288 | 6.8% |
| Sodium bicarbonate | 53,588 | 55,402 | (1,814) | (3.3%) |
| Calcium chloride | 15,984 | 7,238 | 8,746 | 120.8% |
| Other goods and services | 23,244 | 21,950 | 1,294 | 5.9% |
| Agro segment, including: | 10,308 | 81,235 | (70,927) | (87.3%) |
| Raw materials for production of plant protection products |
7,785 | 79,064 | (71,279) | (90.2%) |
| Other goods and services | 2,523 | 2,171 | 352 | 16.2% |
| Foam segment, including: | 5,615 | 61,305 | (55,690) | (90.8%) |
| Raw materials for the production of polyurethane foams |
- | 60,495 | (60,495) | - |
| Other goods and services | 5,615 | 810 | 4,805 | 593.2% |
| Silicates segment, including: | 9,297 | 13,588 | (4,291) | (31.6%) |
| Sodium silicates | 5,530 | 4,353 | 1,177 | 27.0% |
| Other goods and services | 3,767 | 9,235 | (5,468) | (59.2%) |
| Packaging segment, including: | 522 | - | 522 | - |
| Container glass | 522 | - | 522 | - |
| Other segment, including: | 41,947 | 3,881 | 38,066 | 980.8% |
| Revenues from third parties | 41,947 | 3,881 | 38,066 | 980.8% |
| TOTAL | 765,364 | 837,545 | (72,181) | (8.6%) |
*Restated data. For detailed information on discontinued operations, see Note 4.15 to this report.
At CIECH S.A., sales revenues are recognized upon the provision of services or delivery of goods.
Information on CIECH S.A.'s geographical areas is established based on the location of its assets.
| ASSETS | Sales revenues | ||||
|---|---|---|---|---|---|
| 30.06.2021 | 31.12.2020 | 01.01.-30.06.2021 | 01.01.-30.06.2020 | ||
| Poland | 2,105,533 | 2,204,723 | 480,134 | 573,610 | |
| European Union (excluding Poland) | 2,383,730 | 2,152,810 | 245,183 | 222,493 | |
| Other European countries | 3,016 | 51 | 28,595 | 33,857 | |
| Africa | 2,074 | - | 4,322 | 4,497 | |
| Asia | 890 | 50 | 6,941 | 3,029 | |
| Other regions | - | - | 189 | 59 | |
| TOTAL | 4,495,243 | 4,357,634 | 765,364 | 837,545 |
The Company's non-current assets are located in Poland and the European Union. As regards the European Union, the most significant non-current assets comprise shares in subsidiaries having their registered offices mainly in Romania (PLN 111,000 thousand), Germany (PLN 810,493 thousand) and Spain (PLN 203,866 thousand). Trade and other receivables constitute the main component of current assets presented in individual geographical areas.
| PROVISIONS FOR EMPLOYEE BENEFITS |
Opening balance |
Recognition | Use and reversal |
Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2021 | |||||
| Long-term | 979 | - | (57) | 34 | 956 |
| Short-term | 826 | - | (3) | (389) | 434 |
| 01.01.-30.06.2020 | |||||
| Long-term | 1,089 | 33 | - | - | 1,122 |
| Short-term | 2,312 | - | (1,505) | - | 807 |
| 01.04.-30.06.2021* | |||||
| Long-term | 987 | - | (57) | 26 | 956 |
| Short-term | 454 | - | 17 | (37) | 434 |
| 01.04.-30.06.2020* | |||||
| Long-term | 1,117 | 5 | - | - | 1,122 |
| Short-term | 1,635 | - | (828) | - | 807 |
*Not reviewed data.
| CHANGE IN OTHER SHORT-TERM PROVISIONS |
Opening balance | Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2021 | |||||
| Provision for liabilities | 33,741 | 676 | - | (6) | 34,411 |
| TOTAL | 33,741 | 676 | - | (6) | 34,411 |
| 01.01.-30.06.2020 | |||||
| Provision for liabilities | 33,325 | 830 | (911) | 834 | 34,078 |
| TOTAL | 33,325 | 830 | (911) | 834 | 34,078 |
| 01.04.-30.06.2021* | |||||
| Provision for liabilities | 34,115 | 297 | - | (1) | 34,411 |
| TOTAL | 34,115 | 297 | - | (1) | 34,411 |
| 01.04.-30.06.2020* | |||||
| Provision for liabilities | 32,985 | 420 | (140) | 813 | 34,078 |
| TOTAL | 32,985 | 420 | (140) | 813 | 34,078 |
| *Not reviewed data. |
| CHANGE IN IMPAIRMENT LOSSES | Opening balance |
Recognition | Use and reversal | Other changes (including exchange differences) |
Closing balance |
|---|---|---|---|---|---|
| 01.01.-30.06.2021 | |||||
| Intangible assets | 210 | - | - | - | 210 |
| Long-term financial assets | 102,538 | 5,237 | (2,864) | - | 104,911 |
| Short-term financial assets | 8,494 | 8,760 | (8,495) | - | 8,759 |
| Trade and other receivables | 36,847 | 708 | (2,123) | (39) | 35,393 |
| Cash and cash equivalents | 150 | 300 | (322) | - | 128 |
| TOTAL | 148,239 | 15,005 | (13,804) | (39) | 149,401 |
| 01.01.-30.06.2020 | |||||
| Intangible assets | 210 | - | - | - | 210 |
| Long-term financial assets | 159,640 | 2,030 | (2) | - | 161,668 |
| Short-term financial assets | 14,382 | 480 | (4) | - | 14,858 |
| Trade and other receivables | 28,554 | 10,358 | (290) | 644 | 39,266 |
| Cash and cash equivalents | 128 | 191 | - | - | 319 |
| TOTAL | 202,914 | 13,059 | (296) | (1,343) | 216,321 |
| 01.04.-30.06.2021* | |||||
| Intangible assets | 210 | - | - | - | 210 |
| Long-term financial assets | 103,058 | 1,854 | (1) | - | 104,911 |
| Short-term financial assets | 8,608 | 151 | - | - | 8,759 |
| Trade and other receivables | 38,205 | 52 | (1,800) | (1,064) | 35,393 |
| Cash and cash equivalents | 173 | 277 | (322) | - | 128 |
| TOTAL | 150,254 | 2,334 | (2,123) | (1,064) | 149,401 |
| 01.04.-30.06.2020* | |||||
| Intangible assets | 210 | - | - | - | 210 |
| Long-term financial assets | 161,134 | 536 | (2) | - | 161,668 |
| Short-term financial assets | 14,902 | (50) | 6 | - | 14,858 |
| Trade and other receivables | 29,598 | 10,208 | (194) | (346) | 39,266 |
| Cash and cash equivalents | 489 | (170) | - | - | 319 |
| TOTAL | 206,333 | 10,524 | (190) | (346) | 216,321 |
*Not reviewed data.
The main components of tax expense include:
| THE MAIN COMPONENTS OF TAX EXPENSE (TAX INCOME) | 01.01.-30.06.2021 | 01.01.-30.06.2020 |
|---|---|---|
| Current income tax | (2,530) | (4,629) |
| Deferred tax | (803) | 5,631 |
| INCOME TAX RECOGNISED IN STATEMENT OF PROFIT OR LOSS | (3,333) | 1,002 |
| DEFERRED INCOME TAX ASSETS AND DEFERRED | 30.06.2021 | 31.12.2020 | ||||
|---|---|---|---|---|---|---|
| INCOME TAX LIABILITY | Total asset | Total liability |
Net value | Total asset | Total liability |
Net value |
| Property, plant and equipment | 40 | 2,978 | (2,938) | 40 | 3,407 | (3,367) |
| Financial assets | 4,223 | 10,995 | (6,772) | 6,399 | 10,197 | (3,798) |
| Inventory | - | 72 | (72) | - | 70 | (70) |
| Trade and other receivables | 31 | - | 31 | 117 | - | 117 |
| Provisions for employee benefits | 187 | - | 187 | 187 | - | 187 |
| Tax losses carried forward | 16,500 | - | 16,500 | 15,088 | - | 15,088 |
| Foreign exchange differences | - | 7,421 | (7,421) | - | 4,072 | (4,072) |
| Liabilities | 11,567 | 2,622 | 8,945 | 10,954 | 48 | 10,906 |
| Other | - | - | - | 93 | - | 93 |
| Deferred tax assets/liability | 32,548 | 24,088 | 8,460 | 32,878 | 17,794 | 15,084 |
| Set - off of deferred tax assets/ liability | (17,460) | (17,460) | - | (17,790) | (17,790) | - |
| Unrecognized deferred tax assets | (15,088) | - | (15,088) | (15,088) | - | (15,088) |
| Deferred tax assets/liability recognised in the statement of financial position |
- | 6,628 | (6,628) | - | 4 | (4) |
Deferred income tax is attributable to the following items:
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.
The information is provided in Section 2.8 hereof.
In the period from 1 January to 30 June 2021, CIECH S.A. carried out the following transactions increasing and decreasing the gross value of property, plant and equipment:
| Machinery and equipment |
Vehicles | Other fixed assets |
Fixed assets under construction |
TOTAL |
|---|---|---|---|---|
| 1,227 | - | 30 | - | 1,257 |
| 218 | - | (84) | - | (302) |
| 726 | - | 3 | 1,252 | 1,981 |
| - | - | (36) | (3,040) | (3,076) |
Purchases in the first half of 2021 were made with own financial resources of the Company. As at 30 June 2021, there were no commitments to purchase property, plant and equipment (PLN 83 thousand as at 31 December 2020).
The information is provided in Section 2.10 hereof.
Detailed information about transactions between CIECH S.A. 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. as well as subsidiaries and associates of CIECH S.A.) is presented below:
| CIECH S.A.'S TRANSACTIONS WITH RELATED ENTITIES | Subsidiaries | Associates | Other related parties |
TOTAL |
|---|---|---|---|---|
| 01.01.-30.06.2021 | ||||
| Sales revenues | 118,339 | 10,989 | - | 129,328 |
| Financial income, including: | 91,914 | - | - | 91,914 |
| Dividend | 67,717 | - | - | 67,717 |
| Purchases of products, goods, materials and services, including: |
595,451 | 12,379 | 2,862 | 610,692 |
| KI One SA | - | - | 95 | 95 |
| Financial expenses | 29,005 | - | - | 29,005 |
| 30.06.2021 | ||||
| Receivables, including: | 57,949 | 3,019 | - | 60,968 |
| KI One SA | - | - | - | - |
| Loans granted | 1,774,601 | - | - | 1,774,601 |
| Trade and other liabilities, including: | 391,549 | 2,059 | 24 | 393,632 |
| KI One SA | - | - | - | - |
| Loans received | 210,903 | - | - | 210,903 |
| 01.01.-30.06.2020 | ||||
| Sales revenues | 221,622 | 18,708 | - | 240,330 |
| Financial income, including: | 94,502 | 114 | - | 94,616 |
| Dividend | 55,046 | 114 | - | 55,160 |
| Purchases of products, goods, materials and services, including: |
561,112 | 6,098 | 2,359 | 569,569 |
| Financial expenses | 8,729 | 1 | - | 8,730 |
| 31.12.2020 | ||||
| Receivables, including: | 128,907 | 372 | - | 129,279 |
| Loans granted | 1,588,191 | - | - | 1,588,191 |
| Trade and other liabilities, including: | 405,656 | 1,226 | 48 | 406,930 |
| Loans received | 192,380 | - | - | 192,380 |
The CIECH Group companies, to the best of their knowledge and belief, did not conclude any significant transactions with each other on terms other than market terms. 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 through bank transfers. No material non-standard or non-routine transactions were concluded with related entities in the first half of 2021, except for transactions described in Section 5.3 hereof.
In the presented period, the key management personnel of CIECH S.A. did not conclude any material transactions with related parties within the CIECH Group.
In the presented period, CIECH S.A. did not issue, redeem or repay any debt or equity securities.
| 30.06.2021 | 31.12.2020 | |
|---|---|---|
| Contingent assets | 18,864 | 18,864 |
| Other contingent receivables* | 18,864 | 18,864 |
| Contingent liabilities | 571,438 | 1,150,213 |
| Guarantees and sureties granted** | 571,438 | 1,150,213 |
* Contingent asset in the amount of PLN 18,864 thousand related to the action against GZNF "FOSFORY" Sp. z o.o. for the payment of compensation for making an alleged untrue declaration by GZNF "FOSFORY" Sp. z o.o. to CIECH S.A. about the condition of Agrochem Człuchów Sp. z o.o. with its registered office in Człuchów.
** Including:
As at 30 June 2021, contingent liabilities amounted to PLN 571,438 thousand and decreased as compared to 31 December 2020 by PLN 578,775 thousand. The change was mainly due to the expiry of the guarantees granted under the term credit facility and revolving credit facilities agreement, which were repaid on 5 May 2021.
Other guarantees and sureties granted are described in Note 9.2 to the Financial Statements of CIECH S.A. for 2020, published on 22 April 2021.
The information is provided in Section 2.13 hereof.
The information is provided in Section 2.14 hereof.
On 1 March 2021, CIECH S.A. entered into an agreement for the sale of 74,677 shares in CIECH Żywice Sp. z o.o. with LERG S.A. with its registered office in Pustków-Osiedle, accounting for 100% of shares in the share capital of CIECH Żywice Sp. z o.o. The value of the Agreement (equal to the enterprise value being sold) is PLN 157,410 thousand. The final price of the Shares being sold was determined in accordance with the rule arising from the Agreement and amounted to PLN 74,829 thousand. For details of the transaction, see current reports No 27/2020 and 4/2021.
| Cash received from sale of shares | 74,289 |
|---|---|
| Cash received from repayment of debt | 56,121 |
| Loans outstanding at 30.06.2021* | 27,000 |
| TOTAL Value of the Agreement | 157,410 |
*Repayment of the loan of PLN 27 million on 30 July 2021.
The accounting principles applied in the preparation of the statement of profit or loss for discontinued operations are consistent with the Company's accounting policy. The separate results of discontinued operations include: results of CIECH S.A. generated from transactions with the entity reported under discontinued operations, CIECH Żywice Sp. z o.o. and results from the sale of the company in connection with the conclusion of the agreement for the sale of 74,677 shares in CIECH Żywice Sp. z o.o. to LERG S.A.
CIECH S.A. 01.01.-30.06.2021 01.01.-30.06.2020 Net sales revenues 30,804 67,353 Cost of sales (30,584) (66,359) Gross profit/(loss) on sales 220 994 Other operating income - - Selling costs (96) (936) General and administrative expenses (3,538) - Other operating expenses - (15) Operating profit/(loss) (3,414) 43 Financial income 821 - Financial expenses - (1,229) Net financial income/(expenses) 821 (1,229) Profit/(loss) before tax (2,593) (1,186) Income tax 672 - Net profit/(loss) (1) (1,921) (1,186) Income from the sale of CIECH Żywice Sp. z o.o. 74,289 - Value of shares sold 30,015 - Tax - - Separate gain on disposal of CIECH Żywice Sp. z o.o. (2) 44,274 - Total net profit/(loss) on discontinued operations (1+2) 42,353 (1,186)
Below is the separate result on discontinued operations (in the resins area) of CIECH S.A.
Cash received from the sale of shares in CIECH Żywice amounted to PLN 74,289 thousand and was reported in the statement of cash flows of CIECH S.A. under "Disposal of a subsidiary".
The information is provided in Section 2.17 hereof.
The first half of 2021 was another period of CIECH S.A.'s operations conducted during the ongoing COVID-19 pandemic. During this period, reality continued to be defined by various restrictions and security measures constantly in force to protect the health and lives of employees of the Company and third parties.
During the described period, the Company continued to be adversely affected by the pandemic, which translated in many different ways into the achievement of the Company's and the entire Group's objectives for 2021.
In the first months of 2021, operations of the Company and the individual segments of the Group were regulated by decisions and recommendations of the state authorities and by restrictions imposed in social life. During this period, the Company continued to comply with the measures taken in 2020 to protect the health and lives of employees, third party employees and business partners. When making all decisions related to counteracting the effects of the pandemic, the Management Board is still guided by concern for the health of employees and care for the long-term value of the Company and the Group. As a result, procedures were continued under which employees were able to work remotely (where possible).
The risk of an outbreak of infection in the Company began to decline around the second quarter as employees joined the COVID-19 vaccination programme and as the number of new cases declined across Poland.
The priority for the Company's Management Board, was to ensure the continuity of the Company's operations, and because of the role the Company plays in the structures of the CIECH Capital Group, the individual segments and production plants. As a result of the arrangements put in place, the Company and the Group operated on an ongoing basis. There were also no cases of supply chain disruptions.
In the first half of 2021, the situation in the individual business segments of the Company and the CIECH Group was as follows:
• Soda Segment. The first quarter of 2021 was marked by restrictions and an ongoing lockdown in the HoReCa (restaurants, hotels) sector in Poland and in most European Union countries. In the second quarter, with the easing of restrictions and the opening up of the economy, the situation began to return to normal. The return to business as usual, in connection with the opening up of economies and the lifting of restrictions, was seen most recently in the HoReCa sector. No adverse impact of the pandemic on the construction and automotive sectors was observed during the first half of 2021. It should be noted, however, that in the case of the automotive sector, indications of possible business interruptions began to emerge at the end of the second quarter of 2021. These interruptions, however, were caused not by the pandemic situation but by the economic recovery following periods of economic freezing and therefore by the lack of, or delays in, deliveries of car electronics from Asia. Other sectors that are customers of the soda segment, in particular the construction industry, operated smoothly and without interruption in the first half of 2021. The segment's revenues in the area of sales of soda products were mainly generated by contract sales, which account for approximately 90% of the sales volume. The remaining 10% of sales were made through spot transactions in the market. With regard to salt products, it was possible to increase production levels during the first half of 2021 as a result of the elimination of shutdowns caused by various types of failures. In the second quarter of this year, the necessary finishing and installation work was carried out at the new saltworks in Germany and preparations for trial production began. The Polish market saw an increase in sales, driven by the relatively snowy and long winter. Due to the lockdown of the German economy lasting until June 2021, sales performance in Western European markets was weaker than planned. As a result of the continuing lockdown in Germany, the segment recorded an approximate 30% drop in sales compared to the same period in 2020.
In other areas of the Company's and the CIECH Group's operations, no adverse effects of the ongoing COVID-19 pandemic were recorded in the first half of the year, and:
The CIECH Group consists of domestic and foreign manufacturing, distribution and trade companies operating in the chemical industry. The CIECH Group comprises CIECH S.A. as the parent company, and related companies located, inter alia, in Poland, Germany, Romania and Spain.
| Parent company | CIECH S.A. |
|---|---|
| Legal form | Joint-stock Company |
| Registered office | Warsaw, Poland |
| Address | ul. Wspólna 62, 00-684 Warsaw, Poland |
| KRS (National Court Register number) | 0000011687 (District Court for the capital city of Warsaw in Warsaw 12th Commercial Division of the National Court Register) |
| Country of registration | Poland |
| 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 |
| Principal place of business | European Union |
| Ultimate parent company | KI Chemistry s. à r. l (a subsidiary of Kulczyk Investments) |
| Ultimate parent company | Luglio Limited |
As at 30 June 2021, the CIECH Group comprised 40 business entities, including:
The Parent company of the Group is CIECH S.A. It is a holding company that manages domestic and foreign manufacturing, trade and service companies of the Group. CIECH S.A. also provides support services to key subsidiaries. Key products manufactured by the CIECH Group include: soda ash, sodium bicarbonate, evaporated salt, agrochemical products, polyurethane foams, lanterns and jars, sodium and potassium silicates.
The core sales market for the CIECH Group is the European Union, including mainly Poland, Germany and Central Eastern European countries. Products manufactured by the CIECH Group are also exported to overseas markets.
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 Sp. z o.o. subsidiary has a branch in Bydgoszcz.
Products of the CIECH Group are manufactured in 8 production plants. Four largest production plants (2 in Poland, 1 in Germany and 1 in Romania) operate in the Soda Segment and manufacture soda ash and soda derivatives; the plant in Romania produces glassy sodium silicate and sodium water glass. The remaining 4 plants operating in the Agro, Foams, Silicates and Packaging segments are located in Poland. Soda production at the Romanian plant was suspended in the third quarter of 2019 (for more information, see current report No 40/2019). In addition, Proplan outsources product formulation and packaging services to two plants.
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 30.06.2021 / % of votes at the GMS |
Share in equity as at 30.06.2020 / % of votes at the GMS |
|---|---|---|---|---|---|
| Parent company | |||||
| CIECH S.A. | Warsaw | Soda, Agro, Foams, Silicates, Packaging, Other, (Resins – discontinued operations) |
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 Trading Sp. z o.o. |
Warsaw | Soda, Other | The company is preparing for the liquidation process, operations are being phased out. |
100% | 100% |
| CIECH Soda Romania S.A. | Ramnicu Valcea, Romania |
Soda, Silicates | Manufacture of other basic inorganic chemicals, wholesale of chemical products. |
98.74% | 98.74% |
| CIECH Vitrosilicon S.A. | Iłowa | Silicates, Packaging |
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 Vitro Sp. z o.o.* | Iłowa | Packaging | 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 | Foams | 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 Żywice Sp. z o.o. |
Nowa Sarzyna |
(Resins – discontinued operations) |
Manufacture of plastics in primary forms. The company was sold on 1 March 2021. |
- | 100% |
| CIECH Serwis i Remonty Sp. z o.o. |
Warsaw | Other | Provision of repair and maintenance services. | 100% | 100% |
| CIECH Nieruchomości Sp. z o.o.** |
Warsaw | Other | Real property agency, real property management. |
100% | 100% |
| Proplan Plant Protection Company S.L. |
Madrid, Spain |
Agro | Production of crop protection chemicals. | 100% | 100% |
| CIECH Salz Deutschland GmbH |
Stassfurt, Germany |
Soda | Production and sales of salt products. | 100% | 100% |
| Company name | Registered office |
Segment | Business | Share in equity as at 30.06.2021 / % of votes at the GMS |
Share in equity as at 30.06.2020 / % of votes at the GMS |
|---|---|---|---|---|---|
| CIECH Services Sp. z o.o. | Bydgoszcz | Soda, Agro, Foams, Silicates, Packaging, Other, (Resins – discontinued |
Provision of support services for companies of the CIECH Group. |
100% | - |
| operations) | |||||
| CIECH Ventures Sp. z o.o. | Warsaw | Other | Financial holding activities, financial activities. | 100% | - |
| CIECH R&D Group | |||||
| CIECH R&D Sp. z o.o. | Warsaw | Soda, Agro, Foams, Silicates, Packaging, Other, (Resins – discontinued |
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% |
| operations) | |||||
| Smart Fluid Sp. z o.o. | Warsaw | Other | Research & Development | 52.83% | 52.83% |
| 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 Sp. z o.o. | Warsaw | Other | The company was sold on 31 December 2020. | - | 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 | Soda | Freight transport services. | 100% | 100% |
| Cerium Sp. z o.o. w likwidacji (in liquidation) |
Warsaw | Other | Dormant. Company in the process of liquidation. | 100% | 100% |
| Gamma Finanse Sp. z o.o.*** |
Warsaw | Other | Financing activities. | 100% | 100% |
| El-Pomiar Sp. z o.o. | Inowrocław | Other | Repair and maintenance of electrical equipment. | 94.23% | 92.31% |
| CIECH Sarzyna Group | |||||
| CIECH Sarzyna S.A. | Nowa Sarzyna |
Agro | Manufacture of resins, manufacture of pesticides and other chemical products. |
100% | 100% |
| Verbis KAPPA Sp. z o.o. |
Nowa Sarzyna |
Agro | General partner of Verbis KAPPA Sp. z o.o. SKA, other financial intermediation. |
100% | 100% |
| Verbis KAPPA | Nowa | Agro | Other financial intermediation. | 100% | 100% |
| Sp. z o.o. SKA Algete Sp. z o.o. |
Sarzyna Nowa Sarzyna |
Agro | 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 | 100% | 100% | |
| Sodawerk Holding Stassfurt GmbH |
Stassfurt, Germany |
Soda | Manufacture of other basic inorganic chemicals, wholesale of chemical products, power |
100% | 100% |
| Sodawerk Stassfurt Verwaltungs GmbH |
Stassfurt, Germany |
Soda | generation and distribution. | 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. — 39.41%, indirect share through CIECH Soda Polska S.A. — the remaining 60.59%.
****Jointly-controlled company accounted for under the equity method.
When selecting entities for consolidation, the Management Board was guided by the criteria of significance of their financial data (according to the concept assumptions of IFRS), for executing the obligation of an actual and reliable image of the material and financial situation, and the financial result of the Group.
The total share of data of subsidiaries not covered by consolidation under the full method, due to their irrelevance, in relation to the total values of the CIECH Group for the period from 1 January 2021 to 30 June 2021 does not exceed 2% 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 2021 to 30 June 2021 did not exceed 2% of consolidated total assets of the Group 2% of the total consolidated equity of the CIECH Group.
On 1 March 2021, CIECH S.A. entered into an agreement for the sale of 74,677 shares in CIECH Żywice Sp. z o.o. with LERG S.A. with its registered office in Pustków-Osiedle, accounting for 100% of shares in the share capital of CIECH Żywice Sp. z o.o. The value of the Agreement (equal to the enterprise value being sold) is PLN 157,410 thousand. The final price of the Shares being sold was determined in accordance with the rule arising from the Agreement. For details of the transaction, see current reports No 27/2020 and 4/2021.
On 25 February 2021, the Extraordinary General Meeting was held to resolve on the demerger of the Company by transferring a part of the assets of the Demerged Company, CIECH Vitrosilicon S.A., to the Acquiring Company, CIECH Vitro Sp. z o.o., in exchange for the shares to be received by the shareholders of the Demerged Company in the increased share capital of the Acquiring Company – demerger by spin-off. An organised part of the business (OPB) was spun off from CIECH Vitrosilicon S.A. The OPB may constitute an independent enterprise independently performing the tasks of production and sales, in particular of glass packaging in the form of lanterns and utility jars (the "Packaging Business").
The Extraordinary Shareholders' Meeting of CIECH Vitro sp. z o.o., which in connection with the demerger of CIECH Vitrosilicon S.A. (the "Demerged Company"), increased the share capital of the Company from PLN 5 thousand to PLN 1,135.5 thousand, i.e. by the amount of PLN 1,130.5 thousand, through the creation of 22,610 new shares in CIECH Vitro sp. z o.o. with a nominal value of PLN 50 per share and a total nominal value of PLN 1,135.5 thousand, which will be granted to shareholders of the Demerged Company using the following share exchange ratio: 6,679,109 shares in the Demerged Company entitle to the receipt of 22,610 shares in CIECH Vitro sp. z o.o. (the "Acquirer") (i.e. 295.4 shares in the Demerged Company entitle to the receipt of 1 share in the Acquirer) in the following manner:
As of the date of registration of the share capital increase by the court, the capital structure will be as follows:
On 1 April 2021, the Court registered the demerger of CIECH Vitrosilicon S.A., the reduction of the share capital of CIECH Vitrosilicon S.A. and the increase of the share capital of CIECH Vitro Sp. z o.o.
From 1 April 2021, the sole shareholder of CIECH Vitrosilicon S.A. is CIECH S.A.
On 2 March 2021, the Extraordinary General Meeting of CIECH Trading Sp. z o.o. approved the decision of the Company's Management Board to discontinue the business activity specified in the Company's Articles of Association, and obliged the Company's Management Board to take all necessary actions to cease and wind up the business activity, and upon completion of the above measures to take a decision to dissolve the Company pursuant to Article 270 of the Code of Commercial Companies.
On 25 May 2021, two Extraordinary General Meetings of CIECH Trading sp. z o.o. were held regarding cancellation of shares, i.e: EGM - cancellation against consideration and amendment to the Company's Articles of Association:
The reduction of the share capital of CIECH Trading Sp. z o.o. described above will take place after both reductions of the share capital have been registered by the Court. The cancellation of the shares was announced in Monitor Sądowy i Gospodarczy on 12 July 2021.
On 25 February 2021, the Deed of Incorporation of CIECH VENTURES sp. z o.o., of which CIECH S.A. is the sole shareholder, was drawn up. The company was established with the share capital of PLN 1,000 thousand, divided into 20 thousand shares with a nominal value of PLN 50 each. The shares were acquired by CIECH S.A. in exchange for cash. The Company was registered by the court on 23 June 2021.
On 24 May 2021, the Extraordinary General Meeting of CIECH Soda Romania S.A. took place on the reduction of the share capital of the Company by reducing the value of the shares by 0.11 Lei, ie from 0.25 Lei to 0.14 Lei per share.
As a result of the reduction in the value of the shares, the share capital of the Company was reduced from Lei 199,244,501.75 to 111,576,920.98 lei and is divided into 796,978,007 shares with a nominal value of 0.14 lei each. The number of shares and shareholders remains unchanged. On 17 August 2021, the reduction of the share capital of CIECH Soda Romania S.A. was legalised.
CIECH Sarzyna S.A. established a new company – Ciech Agro Romania S.R.L. with its registered office in Ramnicu Valcea (Romania). The Articles of Incorporation were drawn up on 26 March 2021, and the company was registered on 6 April 2021. The Company's share capital amounts to RON 4.87 thousand and is divided into 487 shares with a value of RON 10 per share. The sole shareholder of the Company is CIECH Sarzyna S.A.
On 1 March 2021, CIECH S.A. entered into an agreement for the sale of 74,677 shares in CIECH Żywice Sp. z o.o. with LERG S.A. with its registered office in Pustków-Osiedle, accounting for 100% of shares in the share capital of CIECH Żywice Sp. z o.o. The value of the Agreement (equal to the enterprise value being sold) is PLN 157,410 thousand. For details of the transaction, see current reports No 27/2020 and 4/2021.
On 16 March 2021, a Facilities Agreement was concluded between, among others, CIECH S.A. (as the borrower and guarantor), its selected subsidiaries: CIECH Soda Polska S.A., CIECH Sarzyna S.A., CIECH Soda Deutschland GmbH & Co. KG, CIECH Energy Deutschland GmbH and CIECH Salz Deutschland GmbH (as borrowers and guarantors), BNP Paribas Bank Polska S.A (as the agent), Powszechna Kasa Oszczędności Bank Polski S.A. (as the security agent) and the following banks: Powszechna Kasa Oszczędności Bank Polski S.A., mBank S.A., BNP Paribas Bank Polska S.A., Industrial and Commercial Bank of China (Europe) S.A. Branch in Poland, Bank Polska Kasa Opieki S.A., Bank Millennium S.A., Credit Agricole Bank Polska S.A., Société Générale S.A., Bank Handlowy w Warszawie S.A., Bank Ochrony Środowiska S.A. and Intesa Sanpaolo S.P.A. S.A. Branch in Poland (as lenders). The Facilities Agreement provides for the extension of loans in PLN and EUR, up to a total amount (expressed in PLN) of PLN 2,115,000 thousand. The agreement provides for a grace period of over 2 years for the repayment of the term loan, during which no principal repayment of the loan will be required. The first repayment is required on 30 June 2023. For details on the agreement, see current report No 7/2021.
On 26 April 2021, the conditions precedent to the disbursement of the facilities made available under the Facilities Agreement were fulfilled.
On 5 May 2021, funds from the disbursement of Term Loans in the amount of PLN 1,856.9 million were used to repay the CIECH Group's financial debt granted in the form of:
The refinanced Syndicated Loan Agreement, including Syndicated Loans and the revolving credit facility unused by CIECH S.A. in the amount of PLN 250 million, was terminated on 5 May 2021.
The remaining reimbursed amount of the Term Loans and the amount of the revolving credit facility, extended under the New Facilities Agreement, will be used to finance refinancing expenses, interest on the refinanced Financial Debt and to finance general corporate objectives of CIECH S.A. and its selected subsidiaries. For details, see current report No 14/2021.
On 16 March 2021, Mr Piotr Augustyniak resigned as Member of the Supervisory Board of CIECH S.A.
On 2 March 2021, the Extraordinary General Meeting of CIECH Trading Sp. z o.o. approved the decision of the Company's Management Board to discontinue the business activity specified in the Company's Articles of Association, and obliged the Company's Management Board to take all necessary actions to cease and wind up the business activity, and upon completion of the above measures to take a decision to dissolve the Company pursuant to Article 270 of the Code of Commercial Companies.
On 26 March 2021, CIECH S.A., CIECH Soda Polska S.A., Budimex S.A., EEW Energy from Waste GmbH, EEW Energy from Waste Polska sp. z o.o., FBSerwis S.A. and the Municipality of Janikowo signed:
• a letter of intent to continue their cooperation in the implementation of an investment project consisting in the construction of a thermal waste treatment installation by EEW, EEW Polska and FBSerwis at a real estate property owned by CIECH Soda Polska S.A., and
• A Memorandum of Understanding.
For details on the cooperation, see current report No 9/2021.
On 19 May 2021, the main construction part of the evaporated salt production plant in Staßfurt, Germany was completed. CIECH Salz Deutschland GmbH proceeded to the precommissioning phase of the salt production installation. The transition to the pre-commissioning phase is related to the production of the first batch of wet salt by the production plant, in compliance with the assumed parameters. For details, see current report No 16/2021.
On 22 June 2021, in connection with the end of the current term of office of the Management Board on the date of the Annual General Meeting of CIECH S.A. approving the financial statements for the financial year 2020, the Supervisory Board of CIECH S.A. adopted resolutions on the appointment, for a new, three-year term of office, of all current Members of the Management Board of CIECH S.A.
The Supervisory Board entrusted the members of the Management Board with their previously performed functions, i.e. Mr Dawid Jakubowicz as the President of the Management Board, and Mr Mirosław Skowron and Mr Jarosław Romanowski with the function of Management Board Members.

During the first half of 2021, the CIECH Group earned net profit from continuing operations of PLN 129,750 thousand, net profit from discontinued operations of PLN 62,540 thousand, net cash increased by PLN 53,116 thousand and total assets as at the end of the first half of 2021 amounted to PLN 5,969,634 thousand. The table below presents selected financial data and basic financial ratios for the first half of 2021 and 2020.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | Change 2021/2020 |
|
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Sales revenues | 1,695,785 | 1,480,602 | 14.5% |
| Cost of sales | (1,303,786) | (1,154,933) | (12.9%) |
| Gross profit/(loss) on sales | 391,999 | 325,669 | 20.4% |
| Selling costs | (108,781) | (76,912) | (41.4%) |
| General and administrative expenses | (97,099) | (102,419) | 5.2% |
| Other operating income/expense | 51,728 | (26,979) | - |
| Operating profit/(loss) | 237,847 | 119,359 | 99.3% |
| Net financial income/expenses | (59,617) | (41,107) | (45.0%) |
| Share of profit of equity-accounted investees | (209) | 191 | - |
| Income tax | (48,271) | (44,636) | (8.1%) |
| Net profit/(loss) on continuing operations | 129,750 | 33,807 | 283.8% |
| DISCONTINUED OPERATIONS | |||
| Net profit/(loss) on discontinued operations | 62,540 | 210 | 29681.0% |
| Net profit / (loss) for the period | 192,290 | 34,017 | 465.3% |
| including: | |||
| Net profit/(loss) attributed to non-controlling interest | (118) | (681) | 82.7% |
| Net profit/(loss) attributable to shareholders of the parent company | 192,408 | 34,698 | 454.5% |
| EBITDA from continuing operations | 407,675 | 277,508 | 46.9% |
| Adjusted EBITDA from continuing operations** | 409,623 | 274,444 | 49.3% |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
**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.
Consolidated net sales revenues from continued operations of the CIECH Group for the first half of 2021 amounted to PLN 1,695,785 thousand. Compared to the corresponding period of the previous year, revenues increased by PLN 215,183 thousand.
Consolidated net sales revenues from discontinued operations of the CIECH Group for the first half of 2021 amounted to PLN 69,898 thousand, as compared to PLN 124,563 thousand in the corresponding period.
In the Soda Segment, revenues increased by PLN 50.6 million (+4.9%) year-on-year. Despite the slow recovery observed in the European sodium carbonate market, revenues from heavy soda ash sales have not yet returned to pre-pandemic levels. The negative effect in this area was partially offset by higher sales of other products, including light soda ash and sodium bicarbonate. The first quarter also saw significant growth in calcium chloride and winter salt sales. The main reason was the weather conditions and snowfall, which resulted in an increase in demand for road salt. The ongoing lockdown in European markets and the continued closure of the HoReCa sector for most of the half-year had a negative impact on sales of packaged salt.
In the Agro Segment, sales revenues increased year-on-year by PLN 51.0 million (22.7%). The increase is mainly due to increased sales of Agrosar, Chwastox, Gesta and esters.
In the Foams Segment, sales revenue increased year-on-year by PLN 87.5 million (78.5%). The increase is mainly related to increased raw material prices, which translated into higher PUR foam prices, and the commercialisation of FFP2 and FFP3 protective masks, as well as the improvement of the products offered, e.g. Visco foams.
The Silicates Segment recorded a year-on-year increase in revenue of PLN 26.3 million (32.9%). The reason for this was the increase in demand for silicates in the automotive industry (mainly in the area of tyre production) and successful negotiations allowing the conclusion of favourable commercial agreements. Demand was also positively affected by limited imports of higher-processed silicates from Asia.
In the Packaging Segment, a year-on-year decrease in revenue of PLN 2.5 million (-7.1%) was recorded, caused by lower demand for candles, due to the full stock levels of wholesalers, which are the main customers in this segment. CIECH Vitro Sp. z o.o. partially neutralised the negative effect by placing more orders in the traditional market (individual sellers).
In the Other Activity segment, sales increased year-on-year by PLN 3.2 million (7.0%). The main reason for the increase is the reporting of CIECH S.A. revenues by CIECH Żywice Sp. z o.o. This increase was partially offset by lower revenues of CIECH Trading Sp. z o.o. (PLN -32.2 million) due to the phasing out of the business.
In the first half of 2021, the CIECH Group's activities were focused on four business segments: Soda, Agro, Foams, Silicates. 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 2020. Invariably, the largest share in revenues was attributed to the sales of soda segment products, i.e. 63.7%.
| 01.01.-30.06.2021 | 01.01.-30.06.2020 | Change 2021/2020 |
Change % | |
|---|---|---|---|---|
| Soda segment, including: | 1,079,497 | 1,028,939 | 50,558 | 4.9% |
| Dense soda ash | 513,368 | 570,512 | (57,144) | (10.0%) |
| Light soda ash | 164,056 | 130,297 | 33,759 | 25.9% |
| Salt | 96,870 | 89,284 | 7,586 | 8.5% |
| Sodium bicarbonate | 105,540 | 96,217 | 9,323 | 9.7% |
| Energy | 91,773 | 74,618 | 17,155 | 23.0% |
| Calcium chloride | 15,853 | 7,037 | 8,816 | 125.3% |
| Other products | 54,185 | 29,641 | 24,544 | 82.8% |
| Revenues from inter-segment transactions | 37,852 | 31,333 | 6,519 | 20.8% |
| Agro segment, including: | 275,673 | 224,687 | 50,986 | 22.7% |
| Agro products | 275,652 | 223,939 | 51,713 | 23.1% |
| Revenues from inter-segment transactions | 21 | 748 | (727) | (97.2%) |
| Foams segment, including: | 199,002 | 111,503 | 87,499 | 78.5% |
| Polyurethane foams | 198,938 | 111,467 | 87,471 | 78.5% |
| Revenues from inter-segment transactions | 64 | 36 | 28 | 77.8% |
| Silicates segment, including: | 106,205 | 79,907 | 26,298 | 32.9% |
| Sodium silicates | 101,716 | 74,788 | 26,928 | 36.0% |
| Potassium silicates | 4,373 | 5,009 | (636) | (12.7%) |
| Other products | 73 | 23 | 50 | 217.4% |
| Revenues from inter-segment transactions | 43 | 87 | (44) | (50.6%) |
| Packaging segment, including: | 32,486 | 34,976 | (2,490) | (7.1%) |
| Glass packaging | 32,175 | 34,976 | (2,801) | (8.0%) |
| Revenues from inter-segment transactions | 311 | - | 311 | - |
| Other segment, including: | 49,634 | 46,384 | 3,250 | 7.0% |
| Revenues from third parties | 41,213 | 32,794 | 8,419 | 25.7% |
| Revenues from inter-segment transactions | 8,421 | 13,590 | (5,169) | (38.0%) |
| Consolidation adjustments | (46,712) | (45,794) | (918) | (2.0%) |
| TOTAL | 1,695,785 | 1,480,602 | 215,183 | 14.5% |
*Restated data. For detailed information on discontinued operations, see Note 2.15 to this report.
After the first half of 2021, gross profit on sales from continuing operations amounted to PLN 391,999 thousand, whereas in the same period of the previous year it amounted to PLN 325,669 thousand. The operating profit for continuing operations amounted to PLN 237,847 thousand, in the comparable period it amounted to PLN 119,359 thousand.
For discontinued operations, these figures were as follows: PLN 13,256 thousand of gross profit on sales for discontinued operations in the first half of 2021, compared to PLN 8,784 thousand in the corresponding period. The operating profit for discontinued operations stood at PLN 6,928 thousand, whereas in the corresponding period it amounted to PLN 1,297 thousand.
The following had a positive impact on the presented results:
The following had a negative impact on the presented results:
For continuing operations, the EBIT margin for the first half of 2021 amounted to 14.0% (8.1% in the prior year), and the EBITDA margin amounted to 24.0% (18.7% in the prior year). The EBIT margin (excluding one-off events) for first half of 2021 amounted to 14.1% (7.9% in the prior year), and the EBITDA margin (excluding one-off events) amounted to 24.2% (18.5% in the prior year).
Financial income for the first half of 2021 amounted to PLN 7,573 thousand and decreased compared to the corresponding period of the previous year, when it amounted to PLN 19,930 thousand.
Financial expenses for the first half of 2021 amounted to PLN 67,190 thousand and increased compared to the corresponding period of the previous year, when it amounted to PLN 61,037 thousand.
The area of financing activities was mainly affected by foreign exchange losses, interest on loans and valuations of financial instruments.
The consolidated net profit for the first quarter of 2021 (taking into account discontinued operations) amounted to PLN 192,290 thousand (of which PLN 192,408 thousand was a net profit attributable to the shareholders of the parent company and PLN -118 thousand as the loss of non-controlling interest).
The increase in net profit as compared to the corresponding period of 2020 resulted from, among other factors:
| 30.06.2021 | 31.12.2020* | Change 2021/2020 |
|
|---|---|---|---|
| Total assets | 5,969,634 | 5,730,323 | 4.2% |
| Total non-current assets | 4,482,726 | 4,251,347 | 5.4% |
| Total current assets | 1,486,908 | 1,478,976 | 0.5% |
| Inventory | 360,646 | 348,989 | 3.3% |
| Current receivables | 520,618 | 504,268 | 3.2% |
| Cash and cash equivalents | 502,070 | 443,886 | 13.1% |
| Short-term financial assets | 103,206 | 19,863 | 419.6% |
| Non-current assets held for sale | 368 | 161,970 | (99.8%) |
| Total equity | 2,178,184 | 2,118,538 | 2.8% |
| Equity attributable to shareholders of the parent | 2,180,298 | 2,120,615 | 2.8% |
| Non-controlling interest | (2,114) | (2,077) | (1.8%) |
| Total non-current liabilities | 2,368,581 | 401,146 | 490.5% |
| Total current liabilities | 1,422,869 | 3,210,639 | (55.7%) |
*Restated data. For detailed information, see Note 2.2.1 to this report.
As at the end of June 2021, the Group's non-current assets amounted to PLN 4,482,726 thousand. As compared to the balance as at 31 December 2020, the value of non-current assets increased by PLN 231,379 thousand. This change was mainly affected by further investments in non-current assets in the companies.
The Group's current assets amounted to PLN 1,486,908 thousand as at 30 June 2021. Compared to the end of December 2020, the value of current assets increased by PLN 7,932 thousand. This change resulted from, among other factors:
The sources of liquidity include cash flows generated from operating activities, cash from the sale of assets, cash from EU grants for capital expenditure, cash available due to the consortium facilities agreement, revolving credit facility agreement and overdraft. The Group also uses factoring agreements and reverse factoring arrangements.
As at 30 June 2021, the CIECH Group's liabilities (total non-current and current) amounted to PLN 3,791,450 thousand, which is an increase compared to the end of December 2020 by PLN 179,665 thousand (i.e. by 5.0%).
The debt ratio amounted to 63.5% as at 30 June 2021 (at the end of December 2020 to 63.0%). The consolidated net debt of the Group amounted to PLN 1,584,634 thousand as at 30 June 2021 and decreased in comparison to the balance as at the end of December 2020 by PLN 108,588 thousand. The level of this debt was driven by higher utilisation of available credit limits, a lower level of negative valuation of financial instruments and higher balance of cash in the Group's companies.
The Group's sources of debt financing include: term loan, revolving credit, overdrafts 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 2020, published on 22 April 2021.
| 01.01.-30.06.2021 | 01.01.-30.06.2020* | Change 2021/2020 | |
|---|---|---|---|
| Net cash from operating activities | 431,155 | 316,059 | 36.4% |
| Net cash from investment activities | (368,170) | (381,758) | 3.6% |
| Net cash from financial activities | (9,869) | 446,902 | - |
| Total net cash flows | 53,116 | 381,203 | (86.1%) |
| Free cash flow | 62,985 | (65,699) | - |
Total net cash flows in the first half of 2021 were positive and amounted to PLN 53,116 thousand. Compared to the same period of the previous year, the cash flows generated by the Group were lower by PLN 328,087 thousand. Cash flows from operating activities were positive and amounted to PLN 431,155 thousand. They increased as compared to the same period in 2020 by PLN 115,096 thousand.
During the first half of 2021, 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 of expenses related to the purchase of CO2 certificates. The net cash from financing activities was negative and amounted to PLN 9,869 thousand.
| 01.01.-30.06.2021 | 01.01.-30.06.2020 | |
|---|---|---|
| Financial surplus ((net profit/(loss) on continuing operations + depreciation) | 362,118 | 197,405 |
| Other adjustments to net profit/(loss) on continuing operations | (37,927) | 20,852 |
| Adjusted financial surplus (1+2) | 324,191 | 218,257 |
| Change in working capital | 106,964 | 97,802 |
| Net cash from operating activities (3+4) | 431,155 | 316,059 |
| Net cash from investing activities | (368,170) | (381,758) |
| Free cash flow (5+6) | 62,985 | (65,699) |
In the first half of 2021, the CIECH Group generated positive free cash flows, which means that it was able to finance its capital expenditure with cash flows generated on operating activities.
Liquidity ratios as at 30 June 2021 increased strongly as compared to their level as at 31 December 2020. The current ratio, calculated as the ratio of total current assets to total current liabilities, amounted to 1.05 as at 30 June 2021, while the quick liquidity ratio amounted to 0.79. The changes in the level of these ratios follow the non-fulfilment of the ratio set out in the loan agreement at the end of 2020, as described in Note 7.1 to the Consolidated Financial Statements of the CIECH Group for 2020.
| 30.06.2021 | 31.12.2020 | |
|---|---|---|
| Current ratio | 1.05 | 0.46 |
| Quick ratio | 0.79 | 0.35 |
As at the end of the first half of 2021, 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 negative and amounted to PLN 420,900 thousand, which is a decrease by PLN 246,221 thousand compared to the end of 2020.
| 30.06.2021 | 31.12.2020** | |
|---|---|---|
| 1. Current assets, including: | 1,486,908 | 1,478,976 |
| Inventory | 360,646 | 348,989 |
| Trade receivables and services and advances for deliveries | 288,191 | 203,249 |
| 2. Cash and cash equivalents and short-term investments | 605,276 | 463,749 |
| 3. Adjusted current assets (1-2) | 881,632 | 1,015,227 |
| 4. Current liabilities, including: | 1,422,869 | 3,210,639 |
| Trade liabilities and advances taken | 416,949 | 492,999 |
| 5. Short-term credits and other current financial liabilities* | 120,337 | 2,020,733 |
| 6. Adjusted current liabilities (4-5) | 1,302,532 | 1,189,906 |
| 7. Working capital including short-term credits(1-4) | 64,039 | (1,731,663) |
| 8. Working capital (3-6) | (420,900) | (174,679) |
| 9. Trade working capital | 231,888 | 59,239 |
* Other short-term financial liabilities include current lease liabilities + current derivative liabilities + factoring liabilities.
**Restated data. For detailed information, see Note 2.2.1 to this report.
Trade working capital is the difference between current assets (trade receivables and inventory) and trade liabilities. The recorded levels of working capital and trade working capital vary due to a number of factors such as the change in the scale of business, changes in key suppliers' payment terms, foreign exchange rates, the Group companies' strategic decisions regarding inventory maintenance and the seasonal nature of operations (in particular in the crop protection chemicals business).
The increase in trade working capital from PLN 59,239 thousand in 2020 to PLN 231,888 thousand at the end of the first half of 2021 (a change by PLN 172,649 thousand) was mainly due to two initiatives. Firstly, at the end of June the Group companies report receivables from CIECH Żywice Sp. z o.o., which was sold on 1 March 2021 (previously these settlements were eliminated at CIECH Group level). Secondly, the Group companies achieved higher sales levels in the first half of the year which translated into an increase in receivables from external customers.
In order to ensure adequate financial liquidity, the Group has the access to a revolving credit facility and factoring limits.
During the first half of 2021, profitability ratios of the CIECH Group in respect of the continuing operations reached a higher level than in the corresponding period of the previous year.
| 01.01.- | 01.01.- | Change | |
|---|---|---|---|
| 30.06.2021 | 30.06.2020* | 2021/2020 | |
| CONTINUING OPERATIONS | |||
| Gross return on sales | 23.1% | 22.0% | 1.1p.p. |
| Return on sales | 11.0% | 9.9% | 1.1p.p. |
| EBIT margin | 14.0% | 8.1% | 5.9p.p. |
| EBITDA margin | 24.0% | 18.7% | 5.3p.p. |
| Adjusted EBIT margin | 14.1% | 7.9% | 6.2p.p. |
| Adjusted EBITDA margin | 24.2% | 18.5% | 5.7p.p. |
| Net return on sales (ROS) | 7.7% | 2.3% | 5.4p.p. |
| Return on assets (ROA) | 2.2% | 0.6% | 1.6p.p. |
| Return on equity (ROE) | 6.0% | 1.7% | 4.3p.p. |
| Earnings/(loss) per share (in PLN) from continuing operations | 2.46 | 0.65 | 1.81 |

EBITDA (A) – adjusted EBITDA – excluding one-off events reported in particular quarters. Source: CIECH S.A.
The debt ratio increased slightly in comparison to December 2020 and amounts to 63.5%. The level of net debt (net financial liabilities in relation to EBITDA) decreased as compared to the end of 2020.
| 30.06.2021 | 31.12.2020* | |
|---|---|---|
| Loans, borrowings and other debt instruments | 1,898,015 | 1,911,475 |
| Lease liabilities | 125,261 | 129,258 |
| Factoring liabilities | 20,916 | 16,174 |
| Negative net valuation of derivatives | 42,512 | 80,201 |
| Gross debt | 2,086,704 | 2,137,108 |
| Cash and cash equivalents | 502,070 | 443,886 |
| Net debt | 1,584,634 | 1,693,222 |
*Restated data. For detailed information, see Note 2.2.1 to this report.
| 30.06.2021 | 31.12.2020 | Change 2021/2020 |
|
|---|---|---|---|
| Debt ratio | 63.5% | 63.0% | 0.5p.p. |
| Long term debt ratio | 39.7% | 7.0% | 32.7p.p. |
| Debt to equity ratio | 174.1% | 170.5% | 3.6p.p. |
| Equity to assets ratio | 36.5% | 37.0% | (0.5)p.p. |
| Gross debt | 2,086,705 | 2,137,108 | (2.4%) |
| Net debt | 1,584,634 | 1,693,222 | (6.4%) |
| EBITDA annualized | 713,413 | 583,248 | 22.3% |
| Adjusted EBITDA (annualised) | 720,510 | 585,332 | 23.1% |
| Net debt / EBITDA annualized | 2.2 | 2.9 | (23.5%) |
| Net debt / Adjusted EBITDA (annualised) | 2.2 | 2.9 | (24.0%) |
| Gross debt / EBITDA annualised | 2.9 | 3.7 | (20.2%) |
| Gross debt / Adjusted EBITDA (annualised) | 2.9 | 3.7 | (20.7%) |
| Net debt according to Facilities Agreement | 1,501,992 | 1,531,317 | (1.9%) |
| Adjusted EBITDA (annualised) according to Facilities Agreement | 722,775 | 625,396 | 15.6% |
| Adjusted EBITDA (annualised) according to Facilities Agreement | 2.08 | 2.45 | (0.37) |
* Principles of calculating EBITDA and adjusted EBITDA have been described in section "Ratio calculation methodology".
0.5 1 1.5 2 2.5 3 3.5 4 4.5 5 5.5 6

The ratio "Net financial liabilities / Adjusted (annualised) EBITDA in accordance with the Facilities Agreement" is calculated in accordance with the following principles:
The ratio calculated on the basis of the definitions in the Facilities Agreement is 2.08 as at 30 June 2021 and is lower by 0.12 compared to the ratio calculated in this consolidated financial statements.
At the end of 2020, there was a breach of the guarantor coverage ratio, tested under the applicable loan agreements. Due to the breach of the ratio and the failure to repeal the breach as at December 31, 2020, the total value of loans made available on the basis of the above-mentioned In accordance with the requirements of IAS 1, the agreements were reclassified into short-term loan liabilities. At the end of the current reporting period, i.e. June 30, 2021, the ratios included in the Loan Agreement were met and, therefore, the loan liabilities are recognized as long-term.
0
500
1,000
1,500
2,000
As at the end of the first half of 2021, the CIECH Group's debt financing is secured mainly through facilities made available to CIECH S.A. under facilities agreements:
The total value of facilities available under the aforesaid agreements is PLN 2,114,091 thousand; the limits are drown down in the amount of PLN 1,909,082 thousand.
The CIECH Group intends to implement the development strategy adopted, although – as a result of the situation caused by the COVID-19 pandemic – the deadline for its implementation will change. The Group is currently conducting analyses in this respect. Pursuant to the Strategy, the CIECH Group will focus on the following actions conducive to further development:
It is important to note that due to the ongoing COVID-19 pandemic, the global economic situation is uncertain and trends are difficult to predict. The Management Board of the CIECH Group analyses scenarios of possible developments on an ongoing basis and will make decisions with a view to ensuring the Group's long-term value.
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 Note 3.4 to the Management Board Report on activities of the CIECH Group and CIECH S.A. in 2020, published on 22 April 2021.
There were no significant changes in relation to the Group's risk management policy.
For a detailed update on the Group's current position in relation to the impact of the COVID-19 coronavirus pandemic, see Note 2.18 to this report.
The table below presents the estimated currency exposure of the CIECH Group in EUR and USD as at 30 June 2021 due to financial instruments:
| Exposure to currency risk | EUR ('000) | USD ('000) | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income* |
|---|---|---|---|---|
| Assets | ||||
| Loans granted sensitive to FX rate changes | 264,179 | - | x | |
| Trade and other receivables | 10,989 | 1,612 | x | |
| Cash including bank deposits | 13,338 | 1,110 | x | |
| Equity and liabilities | ||||
| Trade and other liabilities | (22,997) | (1,312) | x | |
| Term loan liabilities | (14,075) | - | x | |
| Other liabilities in respect of credits and loans | (13,531) | - | x | |
| Forward | (70,525) | |||
| Forward (not designated to hedge accounting) | (144,831) | - | x | |
| CIRS (not designated to hedge accounting) | (60,000) | - | x | |
| Total exposure | (37,452) | 1,410 |
* 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 June 2021.
| Analysis of sensitivity to currency risk – EUR | (PLN '000)* | Impact on the statement of profit or loss |
Impact on the statement of other comprehensive income |
|
|---|---|---|---|---|
| EUR | ||||
| Foreign-currency balance sheet items | 331 | 331 | - | |
| Hedging instruments: CIRS | (705) | - | (705) | |
| USD | ||||
| Foreign-currency balance sheet items | 14 | 14 | - | |
Increase of EUR/PLN or USD/PLN exchange rate by 1 grosz.
The CIECH Group applies hedge accounting. For details on hedging relationships, see Note 8.2 to the Consolidated financial statements of the CIECH Group for 2020, published on 22 April 2021.
Credit risk means a threat of the counterparty not fulfilling the obligations stipulated in the agreement, exposing the lender to financial loss.
From the CIECH Group's point of view, credit risk is linked to:
The CIECH Group is exposed to credit risk connected with the credit rating of customers being parties to products and goods sales transactions. That risk is limited by using internal procedures to establish amounts of credit limits for customers and to manage trade receivables (the Group uses securities in the form of a letter of credit, bank guarantees, mortgages, receivables insurance and non-recourse factoring; approx. 15% of receivables is not insured). Customers' creditworthiness is assessed and appropriate collateral is obtained from the customers, allowing for a reduction of potential losses in the case of failure to repay the debt. Credit risk assessment for customers is performed prior to concluding an agreement and periodically at subsequent deliveries of goods in accordance with the binding procedures. On selected markets, where more risky payment deadlines are applied, the Group's companies make use of services provided by companies specialising in insuring receivables. Credit risk connected with cash in bank and bank deposits is low as the CIECH Group enters into transactions with high-rating banks with stable market position.
| Expected credit losses on: | As at 1 January 2021 | Increases | Decreases | Foreign exchange differences |
As at 30.06.2021 |
|---|---|---|---|---|---|
| Long-term receivables in relation to caverns | (1,015) | - | - | 21 | (994) |
| Trade receivables | (48,515) | (3,397) | 3,702 | 153 | (48,057) |
| Factoring receivables | (53) | (26) | 46 | - | (33) |
| Cash and cash equivalents | (316) | (444) | 322 | (42) | (480) |
| TOTAL | (49,899) | (3,867) | 4,070 | 132 | (49,564) |
The CIECH Group is exposed to risk connected with maintaining liquidity due to the considerable share of external financing (due to the term loan, working capital facilities and lease agreements) in relation to operating results, the limited ability to obtain new financing due to the existing high level of indebtedness and the risk of losing the existing long-term financing as a result of violating covenants stipulated in the bond issue terms and loan agreements.
The following measures are applied to reduce liquidity risk:
In the first half of 2021, the Group's debt financing was ensured primarily by the term facility. In addition, a revolving credit facility in the amount of PLN 250 million, constituting an additional source of current liquidity and working capital financing (as at 30 June 2021, the facility was drawn down in the amount of PLN 0 million), and overdraft facilities (as at the end of June 2021, they were drown down in the amount of PLN 44,652 thousand) have been made available to the Group.
The table below presents financial liabilities at face value grouped by maturity.
| 30.06.2021 | Carrying amount |
Contractual cash flows |
Less than 6 months |
up to 12 months |
1-2 years | 3-5 years | More than 5 years |
|---|---|---|---|---|---|---|---|
| Other financial liabilities: | (2,335,786) | (2,720,274) | (503,955) | (19,667) | (130,382) | (2,066,270) | - |
| Trade liabilities | (416,855) | (416,855) | (416,855) | - | - | - | - |
| Credits and loans | (1,898,015) | (2,282,503) | (66,184) | (19,667) | (130,382) | (2,066,270) | |
| Factoring | (20,916) | (20,916) | (20,916) | - | - | - | - |
| Lease liabilities | (125,261) | (245,377) | (13,629) | (10,799) | (53,890) | (167,059) | |
| Hedging derivatives with negative value |
(132,050) | (138,305) | (10,341) | (6,078) | (4,877) | (117,009) | |
| Derivatives recognised in financial liabilities |
(12,515) | (11,104) | - | (11,104) | - | - | - |
| TOTAL | (2,605,612) | (3,115,060) | (527,925) | (47,648) | (189,149) | (2,350,338) | - |
Information on the levels of liquidity ratios is provided in Note 5.5.7 to this report.
A detailed description of information on financial risks is provided in Section 8.3 of the Consolidated Financial Statements of the CIECH Group for 2020, published on 22 April 2021.
On 22 April 2021, the CIECH Group published a forecast of results for 2021. The Management Board of CIECH S.A. forecasts that in 2021 the CIECH Group will achieve:
The forecast was prepared on the basis of the current market situation and the operational and financial situation of the CIECH Group. For details, see current report No 12/2021.
After the first half of 2021, the CIECH Group upholds the forecast published.
The CIECH Group business is largely based on the production and sales of chemical products used as raw materials and semifinished goods in a wide range of industries, including the glass, detergent, furniture, automotive, construction, food, agricultural, pharmaceutical, chemical and consumer goods industries. The demand for the CIECH Group customers' products depends on a number of factors, including general economic conditions.
Costs of labour and energy, interest rates and other macroeconomic factors also have a significant impact on the Group's operations. Due to the fact that a significant portion of the Group's revenue and expenses is generated in foreign currencies, changes in exchange rates also affect its financial performance.
As a result, the volume and profitability of the CIECH Group companies' sales depend on these variables as well as on the economic situation in Poland, Europe, and worldwide.
Poland is the largest sales market of the CIECH Group. The direct and indirect, most important domestic recipients of the Group's products include: glass industry, various chemical 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 6 months of 2021 increased by 18.2% year on year (in 2020 — a decrease by 6.3%). After 6 months of 2021, the relevant dynamics of production in the industries of significant importance to the Group's activities (as receiving or target markets) were: manufacture of motor vehicles (increase by 42.4%); manufacture of furniture (increase by 26.5%, including furniture for sleeping – increase by approx. 27% in terms of volume); manufacture of rubber and plastic products (increase by 27.2%); manufacture of chemicals and chemical products (increase by 11.7%); manufacture of food (increase by 7.5%); construction and assembly production (decrease by 2.8%).
Over the past few years, the Polish economy has been growing at a GDP growth rate of 4%-5%, which is clearly faster than the average for the European Union. In the face of the COVID-19 pandemic crisis, a 2.7% drop in the value of national GDP was recorded in 2020 (according to the Central Statistical Office). In 2021 a significant economic upturn is already observed and for the whole of this year Polish GDP is projected to grow by around 4.5%–5% (+4.8% according to the European Commission). Similar trends should be expected in the chemical industry which usually develops similarly to the economy as a whole.
The activity of the CIECH Group is based, in a considerable part, on the sales of chemical products on foreign markets. The level of profitability on sales depends on the global economic situation in Europe and in the world. Global economic downturn usually results in the fall of the demand for raw materials on global markets and hence on the amount of export turnover of the Group.
In 2020, as a result of the COVID-19 pandemic, there was a global crisis not witnessed in the last few decades. Analyses by the International Monetary Fund in July suggest that the global economy is already set for a rapid return to growth this year (+6.0% GDP in 2021 against -3.2% in 2020). According to the IMF, GDP growth in the highly developed countries in 2021 will be strongly positive: in the USA +5.6%; in the EU (27) +4.7%; in Japan +2.8%. The following regions are developing very quickly: China (+8.1%), India (+9.5%), ASEAN countries (+4.3%). High GDP growth is also expected in other major developing economies: Russia (+4.4%); Brazil (+5.3%); Mexico (+6.3%).
The EU chemical industry also did not resist the general crisis in the previous year, as its products are sold to virtually all other industries and branches of the economy. The estimates by the European Chemical Industry Council (CEFIC) indicate that chemical production in the EU27 fell by 1.9% in 2020. This result was probably also influenced by a certain positive factor related to the fact that the efforts to extinguish the COVID-19 pandemic require continuity or increase in the production of certain chemicals (not all sectors of the chemical industry were affected by significant declines). For 2021-2022, CEFIC already predicts positive chemical production growth rates of 2%-3% per annum. This is confirmed by the high increases already recorded in the first months of this year (+5.2% in the 4 months of 2021 compared to the same period last year).
The year 2020 has also been very severe for the European construction sector. According to Euroconstruct's estimates from June this year, last year's construction output in Western and Central Europe fell by around 5% (especially in countries such as France, UK, Spain). Relatively smaller declines were reported in Central Europe (-2% in Poland). The European sector is expected to return to growth relatively quickly from 2021 – +3.8% in the current year (mainly in the countries most affected by last year's crisis; however, much more slowly in Central Europe).
| Factors | Description |
|---|---|
| Due to the fact that costs of raw materials account for a large share of total costs of the Group, the situation on key 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. |
|
| Economic situation on raw material market |
Hard coal – situation on the market depends on a number of macroeconomic factors. The largest producer of hard coal in the European Union is Poland, but EU's import of coal (primarily from Russia, Columbia, USA, South Africa 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 process steam and electricity in soda plants in Poland. Despite the fact that the Group buys it usually from Polish mines, the price of thermal coal for the CIECH Group in a long term depends on the European and global situation in the area of demand and supply. |
| Factors | Description |
|---|---|
| Gas – the main energy resource used by the combined heat and power plant at the Stassfurt plant. The situation on the gas market depends on many factors, such as the price of oil, demand for gas due to the current weather conditions and the current share of gas in the energy mix. CIECH Energy Deutschland GmbH burns two types of natural gas, from local sources and imported. Gas imports to Germany are from Russia, Norway and the Netherlands. In the gas combustion process, steam and electricity are generated, which is also sold outside the Group. Gas supplies are realized on the basis of bilateral delivery contracts, long-term contracts or short-term purchases (spot). |
|
| Process steam – this form of heat energy was used by CIECH Soda Romania S.A. in the production process of soda ash and liquid silicates, the company bought it from an external supplier. At the end of the first half of 2019, the agreement was terminated and the production of soda in the Romanian plant was suspended in the third quarter. |
|
| 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, Germany and the Czech Republic. In its business activity, the Group uses anthracite as a substitute for coke. The main source of anthracite for Europe is Russia. At the end of the first half of 2021, the share of coke in the furnace fuel mix at CIECH Group's Production Plants continued the decline initiated in the first quarter of 2021, due to the continued high cost of this fuel in the market. |
|
| Oil-derivative raw materials – used primarily in the Foams 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 production capacity on markets where the CIECH Group operates |
In the sectors of mass chemical products, in which the CIECH Group operates, the capital expenditures are an important barrier to entry, and in the case of the Soda Segment – an access to natural resources. |
| According to the information published in the past year, in the next 3-5 years, new capacities will be put into operation mainly in China and the USA. This will mainly concern natural sodium. Due to the COVID-19 pandemic and the delays observed in the launch of projects based on natural resources in the past, it is expected that the performance of these projects will be delayed. |
|
| In general, in the long term the average annual growth rate of global soda ash capacity is expected to be similar to the growth rate of global demand. |
|
| Environmental requirements | 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. |
|
| Emission trading system | |
| Some CIECH Group production companies are covered by the greenhouse gas emissions trading scheme. External analyses performed by the CIECH Group companies indicate that the amount of free CO2 emission allowances in the 3rd settlement period (2021- 2030) is 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 CO2 emission allowances from the producers. |
The shares of CIECH S.A. are listed on Warsaw Stock Exchange and on Frankfurt Stock Exchange. The share capital of CIECH S.A. amounts to PLN 263,500,965 and is divided into 52,699,909 shares with a nominal value of PLN 5 each. The number of shares and their nominal value has not changed since the last reporting period.
As of the date of publishing the previous financial statements (i.e. the date of publication of the Extended consolidated quarterly report of the CIECH Group for the first quarter of 2021, i.e. 27 May 2021), 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 this report, shareholders holding significant blocks of shares (at least 5%) include the following entities:
| Shareholder | Type of shares | Number of shares |
Number of votes at the General Meeting of Shareholders |
Share in the total number of votes at the General Meeting of Shareholders |
Stake in share capital (%) |
|---|---|---|---|---|---|
| KI Chemistry s. à r. l. with its registered office in Luxembourg* |
Ordinary bearer |
26,952,052 | 26,952,052 | 51.14% | 51.14% |
| Nationale-Nederlanden Otwarty Fundusz Emerytalny** |
Ordinary bearer |
2,729,507 | 2,729,507 | 5.18% | 5.18% |
| Aviva Otwarty Fundusz Emerytalny Aviva Santander *** |
Ordinary bearer |
3,084,470 | 3,084,470 | 5.85% | 5.85% |
| Other | Ordinary bearer |
19,933,880 | 19,933,880 | 37.83% | 37.83% |
* 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).
** 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 2021, CR 23/2021 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).
*** 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 2021, CR 23/2021 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).
The following managers and supervisors held shares of CIECH S.A. as at the date of publication of the Extended consolidated report of the CIECH Group for the first half of 2021, i.e. as at 23 September 2021 (this situation changed in the period from the publication of the most recent statements, i.e. the Extended consolidated report of the CIECH Group for the first quarter of 2021, published on 27 May 2021):
Mr Dawid Jakubowicz – President of the Management Board of CIECH S.A. held 25,713 shares of CIECH S.A. (previously: 21,713 shares of CIECH S.A.)
Mr Jarosław Romanowski – Member of the Management Board of CIECH S.A. held 7,550 shares of CIECH S.A. (previously: 3,200 shares of CIECH S.A.)
Mr Mirosław Skowron – Member of the Management Board of CIECH S.A., held 11,854 shares of CIECH S.A. (previously: 8,656 shares of CIECH S.A.)
Mr Sebastian Kulczyk – President of the Supervisory Board of CIECH S.A., held indirectly 26,952,052 shares of CIECH S.A., representing 51.14% of the company's share capital (no changes)
Mr Marek Kośnik – Member of the Supervisory Board of CIECH S.A., held 3,582 shares of CIECH S.A. (no changes)
Mr Rafał Czubiński – Managing Director of CIECH S.A. held 10,310 shares of CIECH S.A. (previously: 8,700 shares of CIECH S.A.).
Other 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 June 2021 and the date of approval hereof, 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 most recent statements, i.e. the Extended consolidated report of the CIECH Group for the first quarter of 2021, published on 27 May 2021.
As at 30 June 2021, 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 Note 2.13, in "Audits of tax settlements at the CIECH Group and related contingent liabilities".
As at 30 June 2021, 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, except for the case described in Note 2.13, in "Contingent assets and liabilities, including sureties and guarantees".
Information about loan or borrowing sureties or guarantees is presented in Note 2.13 hereto.
As at 30 June 2021, 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 Innogy Gas Storage NWE GmbH ("Innogy") 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 45.8 million from Innogy by 30 June 2021. 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 Innogy resulting from the above-mentioned agreement.
Information on transactions with related entities is presented in Note 2.11 hereto.
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 Note 2.5 / net revenues from sales of products, services, goods and materials for a given period |
|
| 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 Note 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 Note 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, borrowings (plus overdraft) and other debt instruments (leases + liabilities from negative valuation of derivatives calculated separately for each derivative + factoring liabilities) less cash and cash equivalents |
|
| gross financial liabilities | liabilities from loans, borrowings (plus overdraft) and other debt instruments (leases + liabilities from negative valuation of derivatives calculated separately for each derivative + factoring liabilities) |

This Extended consolidated quarterly report of the CIECH Group for the first half of 2021 was approved by the Management Board of CIECH S.A. at its registered office on 23 September 2021.
Warsaw, 23 September 2021
(signed on the polish original)
……………………………................................................
………………………………………………………………………………
………………………………………………………………………………
Dawid Jakubowicz — President of the Management Board of CIECH Spółka Akcyjna
(signed on the polish original)
Jarosław Romanowski — 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)
…………………………………………………………………..…………..
Katarzyna Rybacka — Chief Accountant of CIECH Spółka Akcyjna
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