Quarterly Report • May 10, 2018
Quarterly Report
Open in ViewerOpens in native device viewer
| Interim condensed consolidated financial statements for the three months ended March 31st 2018, prepared in accordance with IAS 34: Interim Financial Reporting as endorsed by the |
|
|---|---|
| European Union 4 | |
| Interim condensed consolidated statement of profit or loss and other comprehensive income 5 Interim condensed consolidated statement of financial position6 |
|
| Interim condensed consolidated statement of changes in equity 8 | |
| Interim condensed consolidated statement of cash flows 10 | |
| Supplementary information to the interim condensed consolidated financial statements 12 | |
| 1. Description of the Group 12 | |
| 1.1. The Group's organisational structure 12 | |
| 1.2. Changes in the Group's structure 14 | |
| 2. Basis of preparation of the interim condensed consolidated financial statements 15 | |
| 2.1. Statement of compliance and general basis of preparation 15 | |
| 2.2. Accounting policies and computation methods 16 | |
| 3. Selected notes and supplementary information 24 | |
| 3.1. Notes 24 | |
| 3.2. Related-party transactions 30 | |
| 3.3. Events after the reporting period that could affect financial results in the future 30 | |
| 3.4. Dividend 30 | |
| 3.5. Seasonality of operations 31 | |
| Interim condensed separate financial statements for the three months ended March 31st 2018, | |
| prepared in accordance with IAS 34 Interim Financial Reporting, as endorsed by the | |
| European Union 33 | |
| Interim condensed separate statement of profit or loss and other comprehensive income 34 | |
| Interim condensed separate statement of financial position 35 | |
| Interim condensed separate statement of changes in equity 37 | |
| Interim condensed separate statement of cash flows 38 | |
| 1. Basis of preparation of the interim condensed separate financial statements 40 | |
| 1.1. Statement of compliance and general basis of preparation 40 | |
| 1.2. Changes in presentation of financial statements and correction of errors 41 | |
| Management's discussion and analysis: Grupa Azoty in Q1 2018 47 | |
| 1. General information on the Grupa Azoty Group 48 | |
| 1.1. Organisation and structure 48 | |
| 1.2. Business segments 51 | |
| 1.3. Overview of key products 52 | |
| 2. Financial position of the Group 55 | |
| 2.1. Assessment of factors and one-off events having a material impact on the Group's | |
| operations and financial performance 55 | |
| 2.2. Market overview 56 | |
| 2.3. Key financial and economic data 67 | |
| 2.3.1. Consolidated financial information 67 |
|
| 2.3.2. Segment results 68 |
|
| 2.3.3. Structure of operating expenses 70 |
|
| 2.3.4. Structure of assets, equity and liabilities 71 |
|
| 2.3.5. Financial ratios 72 |
|
| 2.4. Financial liquidity 74 | |
| 2.5. Borrowings 74 | |
| 2.6. Type and amounts of one-off items affecting the assets, equity and liabilities, capital, net | |
| profit/loss or cash flows 74 | |
| 2.7. Key investment projects 74 | |
| 2.8. Factors which will affect the Group's performance over at least the next reporting period 76 |
|
| 3. Other information 78 | |
| 3.1. Other significant events 78 | |
| 3.2. Significant agreements 79 | |
| 3.3. Sureties for credit facilities or loans, guarantees issued 81 | |
| 3.4. Shares and shareholding structure 82 | |
| 3.5. Parent shares held by management and supervisory personnel 83 |
| 3.6. Composition of the management and supervisory bodies 83 | |
|---|---|
| 4. Supplementary information 88 |
Interim condensed consolidated financial statements for the three months ended March 31st 2018, prepared in accordance with IAS 34: Interim Financial Reporting as endorsed by the European Union
| for the period | for the period | |
|---|---|---|
| Jan 1− | Jan 1− | |
| Mar 31 2018 | Mar 31 2017* restated |
|
| unaudited | unaudited | |
| Profit/loss | ||
| Revenue | 2,497,102 | 2,687,394 |
| Cost of sales | (1,922,628) | (2,012,311) |
| Gross profit | 574,474 | 675,083 |
| Selling and distribution expenses | (148,510) | (175,648) |
| Administrative expenses | (184,935) | (172,445) |
| Other income | 11,389 | 12,872 |
| Other expenses | (13,988) | (21,032) |
| Operating profit | 238,430 | 318,830 |
| Finance income | 6,113 | 31,250 |
| Finance costs | (11,918) | (30,446) |
| Net finance (costs)/income | (5,805) | 804 |
| Share of profit of equity-accounted investees | 3,895 | 3,574 |
| Profit before tax | 236,520 | 323,208 |
| Income tax | (48,542) | (67,948) |
| Net profit | 187,978 | 255,260 |
| Other comprehensive income | ||
| Items that are or may be reclassified to profit or loss | ||
| Cash flow hedging – effective portion of change in fair value |
(4,780) | 21,592 |
| Exchange differences on translating foreign operations | 135 | (495) |
| Tax on items that are or may be reclassified to profit or | ||
| loss | 908 | (4,115) |
| Total other comprehensive income | (3,737) | 16,982 |
| Comprehensive income for the year | 184,241 | 272,242 |
| Net profit attributable to: | ||
| Owners of the Parent | 171,931 | 231,052 |
| Non-controlling interests | 16,047 | 24,208 |
| Comprehensive income for the year attributable to: | ||
| Owners of the Parent | 168,577 | 246,226 |
| Non-controlling interests | 15,664 | 26,016 |
| Earnings per share: | ||
| Basic (PLN) | 1.73 | 2.33 |
| Diluted (PLN) | 1.73 | 2.33 |
* Financial data restated in accordance with the information presented in Section 2.2.d) of Supplementary information to the consolidated financial statements.
| as at Mar 31 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Assets | ||
| Non-current assets | ||
| Property, plant and equipment | 6,813,292 | 6,779,748 |
| Perpetual usufruct of land | 475,374 | 476,616 |
| Investment property | 48,683 | 49,649 |
| Intangible assets | 376,057 | 395,755 |
| Goodwill | 32,468 | 32,468 |
| Shares | 14,690 | 14,690 |
| Equity-accounted investees | 91,643 | 111,059 |
| Other financial assets | 71 | 2,226 |
| Other receivables | 147,867 | 137,850 |
| Deferred tax assets | 55,052 | 69,583 |
| Other assets | 345 | 337 |
| Total non-current assets | 8,055,542 | 8,069,981 |
| Current assets | ||
| Inventories | 1,084,068 | 1,003,214 |
| Property rights | 364,988 | 188,887 |
| Derivative financial instruments | 966 | 2,284 |
| Other financial assets | 11,415 | 253,684 |
| Current tax assets | 7,300 | 24,248 |
| Trade and other receivables | 1,353,965 | 1,088,424 |
| Cash and cash equivalents | 1,037,353 | 1,085,885 |
| Other assets | 12,331 | 10,882 |
| Assets held for sale | 11,102 | 10,555 |
| Total current assets | 3,883,488 | 3,668,063 |
| Total assets | 11,939,030 | 11,738,044 |
| as at Mar 31 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Equity and liabilities | ||
| Equity | ||
| Share capital | 495,977 | 495,977 |
| Share premium | 2,418,270 | 2,418,270 |
| Hedging reserve | 11,535 | 15,407 |
| Exchange differences on translating foreign operations | 285 | (233) |
| Retained earnings, including: | 4,091,326 | 3,926,338 |
| Net profit for the year | 171,931 | 456,663 |
| Equity attributable to owners of the Parent | 7,017,393 | 6,855,759 |
| Non-controlling interests | 603,640 | 587,648 |
| Total equity | 7,621,033 | 7,443,407 |
| Liabilities | ||
| Borrowings | 1,481,269 | 1,564,879 |
| Other financial liabilities | 38,664 | 39,592 |
| Employee benefit obligations | 338,337 | 336,781 |
| Trade and other payables | 1,748 | 4,456 |
| Provisions | 127,113 | 122,740 |
| Government grants received | 92,760 | 90,585 |
| Deferred tax liabilities | 178,931 | 177,588 |
| Total non-current liabilities | 2,258,822 | 2,336,621 |
| Borrowings | 149,307 | 70,209 |
| Derivative financial instruments | 6 | - |
| Other financial liabilities | 76,146 | 31,484 |
| Employee benefit obligations | 40,617 | 42,316 |
| Current tax liabilities | 14,357 | 8,916 |
| Trade and other payables | 1,610,133 | 1,769,199 |
| Provisions | 30,140 | 29,805 |
| Government grants received | 138,469 | 6,087 |
| Total current liabilities | 2,059,175 | 1,958,016 |
| Total liabilities | 4,317,997 | 4,294,637 |
| Total equity and liabilities | 11,939,030 | 11,738,044 |
| Share capital |
Share premium | Hedging reserve | Exchange differences on translating foreign operations |
Retained earnings |
Equity attributable to owners of the Parent |
Non-controlling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|
| Balance as at December 31st 2017 | 495,977 | 2,418,270 | 15,407 | (233) | 3,926,338 | 6,855,759 | 587,648 | 7,443,407 |
| Effect of IFRS 9 and IFRS 15 implementation |
- | - | - | - | (3,232) | (3,232) | (402) | (3,634) |
| Balance as at January 1st 2018 | 495,977 | 2,418,270 | 15,407 | (233) | 3,923,106 | 6,852,527 | 587,246 | 7,439,773 |
| Profit or loss and other comprehensive income |
||||||||
| Net profit/(loss) | - | - | - | - | 171,931 | 171,931 | 16,047 | 187,978 |
| Other comprehensive income | - | - | (3,872) | 518 | - | (3,354) | (383) | (3,737) |
| Comprehensive income for the year | - | - | (3,872) | 518 | 171,931 | 168,577 | 15,664 | 184,241 |
| Acquisition of non-controlling interests involving change of control |
- | - | - | - | (2,889) | (2,889) | 427 | (2,462) |
| Total transactions with owners | - | - | - | - | (2,889) | (2,889) | 427 | (2,462) |
| Other | - | - | - | - | (822) | (822) | 303 | (519) |
| Balance as at March 31st 2018 (unaudited) | 495,977 | 2,418,270 | 11,535 | 285 | 4,091,326 | 7,017,393 | 603,640 | 7,621,033 |
| Share capital |
Share premium | Hedging reserve | Exchange differences on translating foreign operations |
Retained earnings |
Equity attributable to owners of the Parent |
Non-controlling interests |
Total equity | |
|---|---|---|---|---|---|---|---|---|
| Balance as at January 1st 2017 | 495,977 | 2,418,270 | (7,105) | 2,401 | 3,624,334 | 6,533,877 | 595,388 | 7,129,265 |
| Correction of errors | - | - | - | (82) | (71,097) | (71,179) | (18,614) | (89,793) |
| Balance as at January 1st 2017, adjusted* | 495,977 | 2,418,270 | (7,105) | 2,319 | 3,553,237 | 6,462,698 | 576,774 | 7,039,472 |
| Profit or loss and other comprehensive income |
||||||||
| Net profit/(loss) | - | - | - | - | 231,052 | 231,052 | 24,208 | 255,260 |
| Other comprehensive income | - | - | 17,477 | (2,386) | 83 | 15,174 | 1,808 | 16,982 |
| Comprehensive income for the year | - | - | 17,477 | (2,386) | 231,135 | 246,226 | 26,016 | 272,242 |
| Balance as at March 31st 2017 (unaudited) | 495,977 | 2,418,270 | 10,372 | (67) | 3,784,372 | 6,708,924 | 602,790 | 7,311,714 |
* Financial data restated in accordance with the information presented in Section 2.2.d) of Supplementary information to the consolidated financial statements.
| for the period Jan 1− Mar 31 2018 |
for the period Jan 1− Mar 31 2017* restated |
|
|---|---|---|
| unaudited | unaudited | |
| Cash flows from operating activities | ||
| Profit before tax | 236,520 | 323,208 |
| Adjustments for: | 174,348 | 134,939 |
| Depreciation and amortisation | 164,813 | 134,163 |
| Impairment losses | 21 | 9,824 |
| Loss on investing activities | 171 | 1,325 |
| Gain on disposal of financial assets | (101) | - |
| Share of profit of equity-accounted investees | (3,895) | (3,574) |
| Interest, foreign exchange gains or losses | 12,043 | 10,785 |
| Fair value loss/(gain) on financial assets at fair value | 1,296 | (17,584) |
| 410,868 | 458,147 | |
| Increase in trade and other receivables | (234,543) | (183,412) |
| Increase in inventories | (255,632) | (48,831) |
| Decrease in trade and other payables | (105,949) | (192,546) |
| Increase in provisions, prepayments and grants | 133,514 | 43,325 |
| Other adjustments | 9,219 | (9,291) |
| Cash generated from operating activities | (42,523) | 67,392 |
| Income tax paid | (13,705) | (11,987) |
| Net cash from operating activities | (56,228) | 55,405 |
* Financial data restated in accordance with the information presented in Section 2.2.d) of Supplementary information to the consolidated financial statements.
| for the period Jan 1− Mar 31 2018 |
for the period Jan 1− Mar 31 2017* restated |
|
|---|---|---|
| unaudited | unaudited | |
| Cash flows from investing activities | ||
| Proceeds from sale of property, plant and equipment, intangible assets and investment property |
(1,378) | 455 |
| Acquisition of property, plant and equipment, intangible assets and investment property |
(192,117) | (251,987) |
| Acquisition of other financial assets | (74,073) | (161,000) |
| Proceeds from sale of other financial assets | 243,350 | 341,200 |
| Interest received | 5,334 | 5,656 |
| Government grants received | 177 | - |
| Loans advanced | (650) | (1,225) |
| Repayments of loans advanced | 1,028 | 28 |
| Other disbursements | (832) | (9,633) |
| Net cash from investing activities | (19,161) | (76,506) |
| Cash flows from financing activities | ||
| Proceeds from borrowings | 109,041 | 261,630 |
| Payment of borrowings | (85,162) | (94,052) |
| Acquisition of non-controlling interests | (6,146) | (810) |
| Interest paid | (11,510) | (12,206) |
| Payment of finance lease liabilities | (2,581) | (3,308) |
| Other proceeds/(disbursements) | 31,700 | (19,883) |
| Net cash from financing activities | 35,342 | 131,371 |
| Total net cash flows | (40,047) | 110,270 |
| Cash and cash equivalents at beginning of period | 1,085,885 | 641,895 |
| Effect of exchange rate fluctuations on cash held | (8,485) | (6,662) |
| Cash and cash equivalents at end of period | 1,037,353 | 745,503 |
* Financial data restated in accordance with the information presented in Section 2.2.d) of Supplementary information to the consolidated financial statements.
As at March 31st 2018, the Grupa Azoty Group (the "Group") comprised: Grupa Azoty S.A. (the Parent) and the following nine subsidiaries:
The Parent was entered in the Register of Businesses in the National Court Register (entry No. KRS 0000075450) on December 28th 2001, pursuant to a ruling of the District Court for Kraków-Śródmieście in Kraków, 12th Commercial Division of the National Court Register, dated December 28th 2001. The Parent's REGON number for public statistics purposes is 850002268.
Since April 22nd 2013, the Parent has been trading under its new name Grupa Azoty Spółka Akcyjna (abbreviated to Grupa Azoty S.A.).
The Group's business includes in particular:
The Parent and the Group companies were incorporated for unlimited period.
Consolidated interim report of the Grupa Azoty Group for Q1 2018 Interim condensed consolidated financial statements for the three months ended March 31st 2018 (all amounts in PLN '000 unless indicated otherwise)
Grupa Azoty Page 13 of 90 Grupa Azoty S.A. Grupa Azoty Compounding Sp. z o.o. (100%) Grupa Azoty Polskie Konsorcjum Chemiczne Sp. z o.o. (63.27%)1) Grupa Azoty Zakłady Chemiczne Police S.A. (66%) Grupa Azoty KiZCh Siarkopol S.A. (99.33%) Grupa Azoty Zakłady Azotowe Puławy S.A. (95.98%) Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (93.48%) Grupa Azoty ATT Polymers GmbH (100%) Grupa Azoty Folie Sp. z o.o. (100%) Grupa Azoty Koltar Sp. z o.o. (100%) CTL CHEMKOL Sp. z o.o. (100%) Agrochem Sp. z o.o. (100%) Agrochem Puławy Sp. z o.o. (100%) Grupa Azoty POLICE Serwis Sp. z o.o. (100%) Grupa Azoty Jednostka Ratownictwa Chemicznego Sp. z o.o. (100%) ZAKSA S.A. (91.67%)2) Elektrownia Puławy Sp. z o.o. (100%) CTL KOLZAP Sp. z o.o. (100%) KONCEPT Sp. z o.o. (100%) Konsorcjum EKO TECHNOLOGIES (60%) TRANSTECH Usługi Sprzętowe i Transportowe Sp. z o.o. (100%) Grupa Azoty Polskie Konsorcjum Chemiczne Sp. z o.o. (36.73%)1) GZNF FOSFORY Sp. z o.o. (99.19%) SCF Natural Sp. z o.o. (99.99%) EKOTAR Sp. z o.o. w upadłości likwidacyjnej (in liquidation bankruptcy) (12%)3) Supra Agrochemia Sp. z o.o. (100%) STO-ZAP Sp. z o.o. (96.15%) Zakłady Azotowe Chorzów S.A. (96.48%) Grupa Azoty PROREM Sp. z o.o. (100%) Grupa Azoty AFRICA S.A.4) w likwidacji (in liquidation) (99.99%) PROZAP Sp. z o.o. (84.69%) REMZAP Sp. z o.o. (94.61%) EKOTAR Sp. z o.o. w upadłości likwidacyjnej (in liquidation bankruptcy) (12%)3) Zarząd Morskiego Portu Police Sp. z o.o. (99.91%) Bałtycka Baza Masowa Sp. z o.o. (50%) Grupa Azoty Automatyka Sp. z o.o. (77.86%) Legend: 1) Grupa Azoty Polskie Konsorcjum Chemiczne Sp. z o.o. – shares held by the Parent and Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. 2) ZAKSA S.A. − shares held by Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (91.67%) and CTL Chemkol Sp. z o.o (0.783%). 3) EKOTAR Sp. z o.o. w upadłości likwidacyjnej (in liquidation bankruptcy) − shares held by Grupa Azoty JRCh Sp. z o.o. and Grupa Azoty PROREM Sp. z o.o. 4) Grupa Azoty Africa S.A. – one share held by African Investment Group S.A. 5) PDH Polska S.A. − shares held by Grupa Azoty POLICE (84.54%) and the Parent (15.46%). 6) African Investment Group S.A. – Grupa Azoty Police Serwis Sp. o.o. holds a 0.1% interest in the share capital. TECHNOCHIMSERWIS S.A. (closed joint-stock company) (25%) PDH Polska S.A. (84.54%)5) - The Parent - Direct subsidiaries African Investment Group S.A. (54.90%)6) - Other entities AFRIG Trade S.à r.l. (100%) INFRAPARK Police S.A. w likwidacji (in liquidation) (54.43%) Budchem Sp. z o.o. w upadłości likwidacyjnej (in liquidation bankruptcy) (48.96%) KEMIPOL Sp. z o.o. (33.99%) Jamauto Sp. z o.o. w likwidacji (in liquidation) (93%)
Structure of the Grupa Azoty Group as at March 31st 2018:
Changes in the Group's structure, including changes resulting from business combinations, acquisitions or disposals of Group entities, as well as long-term investments, demergers, restructuring or discontinuation of operations in the reporting period.
Merger of Grupa Azoty KOLTAR Sp. z o.o., CTL CHEMKOL Sp. z o.o., and CTL KOLZAP Sp. z o.o. Under an agreement of December 6th 2017 with CTL Logistics Sp. z o.o., on January 1st 2018 Grupa Azoty KOLTAR Sp. z o.o expanded its business to include a new location in Police, where it provides forwarding, shunting, and repair services.
Moreover, pursuant to resolutions of their respective General Meetings of December 6th 2017, on January 1st 2018 CTL KOLZAP Sp. z o.o. and CTL CHEMKOL Sp. z o.o. made a representation to the effect that all the shares in those companies held by CTL Logistics Sp. z o.o. had been repurchased by them and cancelled.
On March 29th 2018, a Merger Plan for those companies was published on their websites. In accordance with the Plan, the merger will be effected pursuant to Art. 492.1.1 of the Commercial Companies Code (merger through acquisition) by way of transfer of all assets of the acquirees (CHEMKOL Sp. z o.o. and KOLZAP Sp. z o.o.) to the acquirer (Grupa Azoty KOLTAR Sp. z o.o.). The merger will be accompanied by an increase in the share capital of Grupa Azoty KOLTAR Sp. z o.o. through the issue of new shares that will be allotted to shareholders of the acquirees, based on the share exchange ratio specified in the Merger Plan.
Additionally, on April 9th 2018, shareholders of the merging companies were given the first notice of the intended merger.
On January 3rd 2018, a share capital increase at Zakłady Azotowe Chorzów S.A. was registered in the National Court Register. As a result, Grupa Azoty PUŁAWY's equity interest in that company rose to 96.48%.
On January 11th 2018, a change in the capital of Grupa Azoty Compounding Sp. z o.o. was registered in the National Court Register. The share capital was increased from PLN 1,105 thousand, by PLN 4,895 thousand.
On February 6th 2018, the Extraordinary General Meeting of CTL CHEMKOL Sp. z o.o. passed a resolution to change the name of CTL CHEMKOL Sp. z o.o. to Grupa Azoty Chemkol Sp. z o.o. The change was registered in the National Court Register on March 29th 2018.
On February 28th 2018, the Extraordinary General Meetings of Agrochem Puławy Sp. z o.o. and Agrochem Sp. z o.o. passed resolutions on their merger.
The merger was to be effected in accordance with Art. 491 of the Commercial Companies Code, through acquisition of Agrochem Sp. z o.o. by Agrochem Puławy Sp. z o.o. pursuant to Art. 492.1.1 of the Commercial Companies Code, i.e. by way of transfer of all assets of the acquiree to the acquirer, with a simultaneous increase in the acquirer's share capital through the issue of new shares; these merger shares are to be allotted to shareholders of the acquiree.
The merger took effect on the day of registering the merger (the increase in the acquirer's share capital) by the court having jurisdiction over Agrochem Puławy Sp. z o.o. The resolution of the Extraordinary General Meeting of Agrochem Puławy Sp. z o.o. was entered in the National Court Register on April 18th 2018, and the merger was effected on that day.
The share capital of Agrochem Puławy Sp. z o.o. was increased from PLN 50,000 thousand to PLN 68,639 thousand and is divided into 686,391 equal and indivisible shares with a par value of PLN 100 per share.
On February 28th 2018, the Extraordinary General Meeting of CTL KOLZAP Sp. z o.o. passed a resolution to change the name of CTL KOLZAP Sp. z o.o. to Grupa Azoty KOLZAP Sp. z o.o.
As at February 28th 2018, DGG Eco Sp. z o.o. had not reimbursed the first tranche of the purchase price for the shares in African Investment Group S.A. and no bank guarantee securing reimbursement of the balance had been provided. Therefore, the conditional agreement between Grupa Azoty POLICE and DGG Eco Sp. z o.o. had not been consummated by the envisaged date. However, Grupa Azoty POLICE announced that it was holding talks with DGG Eco Sp. z o.o., which was involved in continued efforts to satisfy the conditions for consummation of the agreement, and specified March 16th 2018 as the deadline.
On March 17th 2018, the company announced that, due to non-payment by DGG Eco Sp. z o.o. of the first tranche of reimbursement of the purchase price for shares in African Investment Group S.A. and failure to provide a bank guarantee securing reimbursement of the balance, the conditional agreement concluded between Grupa Azoty Police and DGG Eco Sp. z o.o. had not been consummated by the declared additional deadline.
Petition to open bankruptcy proceedings with respect to African Investment Group S.A. Having declared insolvency on March 29th 2018, African Investment Group S.A., a Grupa Azoty POLICE subsidiary with a share capital of CFA 340m (PLN 2,169 thousand, translated at the mid exchange rate for March 28th 2018), filed a petition for bankruptcy with the Commercial Court of Dakar on March 29th 2018.
Share capital increase at PDH Polska S.A.
On April 9th 2018, a share capital increase at PDH Polska S.A. was registered in the National Court Register. Following the registration, the share capital of PDH Polska S.A. amounts to PLN 304,000 thousand, including paid-up share capital of PLN 211,000 thousand.
The remaining amount of the share capital will be paid by shareholders of PDH Polska by September 1st 2018.
These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting and the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a nonmember state, dated April 20th 2018 (Dz.U. of 2018, item 757). These interim condensed consolidated financial statements of the Group cover the three months ended March 31st 2018 and contain comparative data for the three months ended March 31st 2017 and as at December 31st 2017.
Interim condensed consolidated financial statements do not include all the information and disclosures required in full-year financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended December 31st 2017, which were authorised for issue on April 18th 2018.
The Company's interim financial results may not be indicative of its potential full-year financial results.
All amounts in these interim condensed consolidated financial statements are presented in thousands of złoty.
These interim condensed consolidated financial statements have been prepared on the assumption that the Group companies will continue as going concerns in the foreseeable future. As at the date of authorisation of these financial statements, no circumstances were identified which would indicate any threat to the Group companies continuing as going concerns.
The accounting policies applied to prepare these interim condensed consolidated financial statements are consistent with those applied to draw up the Group's full-year consolidated financial statements for the year ended December 31st 2017.
The amendments to the IFRSs presented below have been applied in these consolidated financial statements as of their effective dates, however, they either had no material effect on the disclosed financial information or did not apply to transactions carried out by the Group.
Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses
The changes clarify issues related to the formation of negative temporary differences the amendments clarify the requirements on recognition of deferred tax assets related to debt instruments measured at fair value, estimating probable future taxable profit and assessing whether sufficient profit will be generated against which deductible temporary differences can be utilised. The amendments apply retrospectively.
The amendments clarify the scope of the standard by specifying that the disclosure requirements in the standard apply also to an entity's interests in subsidiaries, joint arrangements (i.e. joint operations or joint ventures), associates or unconsolidated structured entities that are classified (or are included in a disposal group that is classified) as held for sale, as held for distribution or as discontinued operations in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
The Group has not elected to early adopt any of the standards, interpretations or amendments that have been issued but are not yet effective in accordance with the European Union regulations.
The Group has applied IFRS 15 Revenue from Contracts with Customers since January 1st 2018. IFRS 15 replaces the existing revenue recognition guidance contained in IAS 18 Revenue, IAS 11 Construction Contracts, and the related Interpretations.
In line with the core principle of IFRS 15, the Group recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services. In view of the above, it is critical to correctly determine the moment and amount of revenue recognised by the Group.
The standard has introduced the following single five-step model framework for revenue recognition:
In accordance with IFRS 15, the Group recognises revenue when (or as) a performance obligation is satisfied, i.e. when (or as) control of the goods or services is passed to the customer, either over time or at a point in time.
The Group decided to implement IFRS 15 using the modified retrospective method (i.e. with the cumulative effect of first-time adoption of IFRS 15, recognised as at January 1st 2018, only with respect to contracts that were not yet completed as at that date).
IFRS 9 Financial Instruments was issued in July 2014 and endorsed by the European Union on November 22nd 2016 by Commission Regulation (EU) 2016/2067. The standard mandatorily applies to financial statements prepared for periods beginning on or after January 1st 2018, and replaces IAS 39 Financial Instruments: Recognition and Measurement. The standard introduces amendments to the classification and measurement of financial assets, their impairment, and (as an option) hedge accounting.
The Group made changes to enable effective implementation of IFRS 9 with respect to:
Having analysed the potential benefits of adopting the hedge accounting policies set out in IFRS 9, the Group resolved to continue to apply hedge accounting in accordance with IAS 39.
The Group's changes in the accounting policies are compliant with the transitional provisions of IFRS 9, i.e. the Group applies the standard retrospectively to all financial instruments unexpired as at January 1st 2018, without adjusting the comparative data. In accordance with the transitional provisions of IFRS 9, any differences between the previous carrying amounts and carrying amounts at the beginning of the annual reporting period were recognised by the Group in the opening balance of retained earnings (in equity).
Based on analyses carried out at the end of 2017, the Group defined business models and performed 'solely payments of principal and interest' (SPPI) tests for financial assets open as at December 31st 2017. Following these analyses, the Parent determined the effect of IFRS 9 on the Group's financial statements. In Q1 2018, the Group determined the classification of financial assets recognised for the first time in the period. The table below presents a comparison of key changes in the classification of financial assets resulting from the implementation of IFRS 9.
Changes in the classification of financial assets resulting from the implementation of IFRS 9 are presented below
| Classification | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets | IAS 39 | IFRS 9 | Note | |||||
| Cash (including cash at banks, overnight deposits and term deposits) | ||||||||
| financial assets held to | measured at | |||||||
| maturity | amortised cost | |||||||
| Trade and other receivables not to be sold | ||||||||
| financial assets held to | measured at | |||||||
| maturity | amortised cost | |||||||
| Trade receivables to be sold | ||||||||
| financial assets held to maturity |
measured at fair value through other comprehensive income (FVTOCI) |
given a short period between the date of their initial recognition and the date on which they are transferred for factoring or discounting, their fair value is equal to the carrying amount |
||||||
| Equity investments | ||||||||
| financial assets available for sale |
measured at fair value through other comprehensive income (FVTOCI) |
Impairment of financial assets
The Group has identified the following classes of financial instruments for which, in accordance with IFRS 9, it has estimated the impact of the expected credit losses on the financial statements:
– trade receivables,
| Impact of as at amendments to Dec 31 IFRS 9 and IFRS 2017 |
||||
|---|---|---|---|---|
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 6,779,748 | - | 6,779,748 | |
| Perpetual usufruct of land | 476,616 | - | 476,616 | |
| Investment property | 49,649 | - | 49,649 | |
| Intangible assets | 395,755 | - | 395,755 | |
| Goodwill | 32,468 | - | 32,468 | |
| Shares | 14,690 | - | 14,690 | |
| Equity-accounted investees | 111,059 | - | 111,059 | |
| Other financial assets | 2,226 | - | 2,226 | |
| Other receivables | 137,850 | - | 137,850 | |
| Deferred tax assets | 69,583 | 602 | 70,185 | |
| Other assets | 337 | - | 337 | |
| Total non-current assets | 8,069,981 | 602 | 8,070,583 | |
| Current assets | ||||
| Inventories | 1,003,214 | (13) | 1,003,201 | |
| Property rights | 188,887 | - | 188,887 | |
| Derivative financial instruments | 2,284 | - | 2,284 | |
| Other financial assets | 253,684 | - | 253,684 | |
| Current tax assets | 24,248 | - | 24,248 | |
| Trade and other receivables | 1,088,424 | (3,223) | 1,085,201 | |
| Cash and cash equivalents | 1,085,885 | (558) | 1,085,327 | |
| Other assets | 10,882 | - | 10,882 | |
| Assets held for sale | 10,555 | - | 10,555 | |
| Total current assets | 3,668,063 | (3,794) | 3,664,269 | |
| Total assets | 11,738,044 | (3,192) | 11,734,852 |
Consolidated interim report of the Grupa Azoty Group for Q1 2018 Interim condensed consolidated financial statements for the three months ended March 31st 2018 (all amounts in PLN '000 unless indicated otherwise)
| as at | Impact of amendments to |
as at | |
|---|---|---|---|
| Dec 31 | IFRS 9 and IFRS | ||
| 2017 | 15 | Jan 1 2018 | |
| Equity and liabilities | |||
| Equity | |||
| Share capital | 495,977 | - | 495,977 |
| Share premium | 2,418,270 | - | 2,418,270 |
| Hedging reserve | 15,407 | - | 15,407 |
| Exchange differences on translating foreign | |||
| operations | (233) | - | (233) |
| Retained earnings | 3,926,338 | (3,232) | 3,923,106 |
| Equity attributable to owners of the Parent | 6,855,759 | (3,232) | 6,852,527 |
| Non-controlling interests | 587,648 | (402) | 587,246 |
| Total equity | 7,443,407 | (3,634) | 7,439,773 |
| Liabilities | |||
| Borrowings | 1,564,879 | - | 1,564,879 |
| Other financial liabilities | 39,592 | - | 39,592 |
| Employee benefit obligations | 336,781 | - | 336,781 |
| Trade and other payables | 4,456 | - | 4,456 |
| Provisions | 122,740 | - | 122,740 |
| Government grants received | 90,585 | - | 90,585 |
| Deferred tax liabilities | 177,588 | 2 | 177,590 |
| Total non-current liabilities | 2,336,621 | 2 | 2,336,623 |
| Borrowings | 70,209 | - | 70,209 |
| Other financial liabilities | 31,484 | - | 31,484 |
| Employee benefit obligations | 42,316 | - | 42,316 |
| Current tax liabilities | 8,916 | - | 8,916 |
| Trade and other payables | 1,769,199 | 440 | 1,769,639 |
| Provisions | 29,805 | - | 29,805 |
| Government grants received | 6,087 | - | 6,087 |
| Total current liabilities | 1,958,016 | 440 | 1,958,456 |
| Total liabilities | 4,294,637 | 442 | 4,295,079 |
| Total equity and liabilities | 11,738,044 | (3,192) | 11,734,852 |
In the reporting period certain prior period errors were corrected and the presentation of financial statements was changed to improve the disclosure of information on the effect of certain transactions on the Group's assets and financial position. The comparative data have been appropriately restated.
Correction of prior period errors and changes in the presentation of financial statements include:
| The table below presents the impact of the changes on the consolidated statement of profit or loss and other comprehensive income: | |||
|---|---|---|---|
| Previously reported |
Restated | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| for the period Jan 1− Mar 31 2017 |
for the period Jan 1− Mar 31 2017 |
Impact of change 1 |
Impact of change 2 |
Impact of change 3 |
Impact of change 4 |
Impact of change 5 |
Impact of change 6 |
Impact of change 7 |
|
| Revenue | 2,687,201 | 2,687,394 | - | - | - | - | - | 193 | - |
| Cost of sales | (2,010,678) | (2,012,311) | (664) | (625) | - | - | - | (380) | 36 |
| Gross profit | 676,523 | 675,083 | (664) | (625) | - | - | - | (187) | 36 |
| Administrative expenses | (172,114) | (172,445) | (331) | - | - | - | - | - | - |
| Other income | 12,852 | 12,872 | - | - | - | - | - | 20 | |
| Other expenses | (27,944) | (21,032) | - | - | 7,000 | - | - | (88) | |
| Operating profit | 313,669 | 318,830 | (995) | (625) | 7,000 | - | - | (255) | 36 |
| Finance income | 35,403 | 31,250 | - | - | - | (4,026) | - | (127) | - |
| Finance costs | (34,448) | (30,446) | - | - | - | 4,026 | - | - | (24) |
| Net finance income | 955 | 804 | - | - | - | - | - | (127) | (24) |
| Profit before tax | 318,198 | 323,208 | (995) | (625) | 7,000 | - | - | (382) | 12 |
| Income tax | (68,137) | (67,948) | 189 | - | - | - | - | - | - |
| Net profit | 250,061 | 255,260 | (806) | (625) | 7,000 | - | - | (382) | 12 |
| Other comprehensive income | |||||||||
| Items that are or may be reclassified to profit or loss |
|||||||||
| Tax on items that are or may be reclassified to profit or loss |
2,421 | (4,115) | - | - | - | - | (6,536) | - | - |
| Total other comprehensive income | 23,518 | 16,982 | - | - | - | - | (6,536) | - | - |
| Comprehensive income for the year | 273,579 | 272,242 | (806) | (625) | 7,000 | - | (6,536) | (382) | 12 |
| Net profit attributable to: | |||||||||
| Owners of the Parent | 225,727 | 231,052 | (806) | (625) | 7,000 | - | - | (252) | 8 |
| Non-controlling interests | 24,334 | 24,208 | - | - | - | - | - | (130) | 4 |
| Comprehensive income for the year attributable to: |
|||||||||
| Owners of the Parent | 247,437 | 246,226 | (806) | (625) | 7,000 | (6,536) | (252) | 8 | |
| Non-controlling interests | 26,142 | 26,016 | - | - | - | - | - | (130) | 4 |
The table below presents the impact of the changes on the consolidated statement of cash flows:
| Previously reported | Restated | ||||||
|---|---|---|---|---|---|---|---|
| for the period Jan 1− Mar 31 2017 |
for the period Jan 1− Mar 31 2017 |
Impact of change 1 |
Impact of change 2 |
Impact of change 3 |
Impact of change 6 |
Impact of change 7 |
|
| Cash flows from operating activities | |||||||
| Profit before tax | 318,198 | 323,208 | (995) | (625) | 7,000 | (382) | 12 |
| Adjustments for: | 134,632 | 134,939 | - | - | - | 151 | 156 |
| Depreciation and amortisation | 133,983 | 134,163 | - | - | - | 24 | 156 |
| Interest, foreign exchange gains or losses | 10,658 | 10,785 | - | - | - | 127 | - |
| 452,830 | 458,147 | (995) | (625) | 7,000 | (231) | 168 | |
| Increase in trade and other receivables | (183,415) | (183,412) | - | - | - | 3 | |
| Increase in inventories | (49,456) | (48,831) | - | 625 | - | - | - |
| Decrease in trade and other payables | (194,754) | (192,546) | - | - | - | 112 | 2,096 |
| Increase in provisions, prepayments and | |||||||
| grants | 42,466 | 43,325 | 995 | - | - | (300) | 164 |
| Other adjustments | (42) | (9,291) | - | - | (7,000) | (9) | (2,240) |
| Cash generated from operating activities | 67,629 | 67,392 | - | - | - | (425) | 188 |
| Net cash from operating activities | 55,642 | 55,405 | - | - | - | (425) | 188 |
| Previously reported | Restated | ||||||
|---|---|---|---|---|---|---|---|
| for the period Jan 1− Mar 31 2017 |
for the period Jan 1− Mar 31 2017 |
Impact of change 1 |
Impact of change 2 |
Impact of change 3 |
Impact of change 6 |
Impact of change 7 |
|
| Cash flows from investing activities | |||||||
| Acquisition of property, plant and equipment, intangible assets and investment property |
(251,840) | (251,987) | - | - | - | (147) | - |
| Loans advanced | (1,688) | (1,225) | - | - | - | 463 | - |
| Net cash from investing activities | (76,822) | (76,506) | - | - | - | 316 | - |
| Cash flows from financing activities | |||||||
| Interest paid | (12,182) | (12,206) | - | - | - | - | (24) |
| Payment of finance lease liabilities | (3,144) | (3,308) | - | - | - | - | (164) |
| Net cash from financing activities | 131,559 | 131,371 | - | - | - | - | (188) |
| Total net cash flows | 110,379 | 110,270 | - | - | - | (109) | - |
| Cash and cash equivalents at beginning of period |
641,711 | 641,895 | - | - | - | 184 | - |
| Cash and cash equivalents at end of period | 745,428 | 745,503 | - | - | - | 75 | - |
| Earnings per share: | for the period Jan 1− Mar 31 2017 |
|---|---|
| Earnings per share before correction of | 2.28 |
| error (PLN) Earnings per share after correction of |
2.33 |
| error (PLN) Diluted earnings per share before correction of error |
2.28 |
| Diluted earnings per share after correction of error | 2.33 |
Impact of changes in accounting policies and correction of errors on earnings per share:
The preparation of these interim condensed consolidated financial statements requires the Management Board to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Estimates and underlying assumptions are based on historical experience and other factors deemed reasonable under the circumstances, and their results provide a basis for judgements regarding the net carrying amounts of assets and liabilities, where they are not directly available from other sources. The actual amounts may differ from the estimated amounts.
Estimates and the underlying assumptions are subject to ongoing verification. A change in accounting estimates is recognised in the period in which the change is made or in current and future periods if the change in estimate affects both the current period and the future periods.
The key judgements and estimates made by the Management Board in preparing these interim condensed consolidated financial statements were the same as those made in preparing the consolidated financial statements for the financial year ended December 31st 2017.
The Grupa Azoty Group's business objectives are delivered through four main reportable segments, identified based on separate management strategies (production, sales, and marketing) adopted in each of the segments.
Operations of the Company's reporting segments:
OXO products (OXO alcohols, plasticizers),
Titanium white,
Key financial results and performance of each of the segments are discussed below. The key performance metrics for each segment are revenue, EBIT and EBITDA.
The internal management reports of each segment are reviewed by the Management Board on a monthly basis.
For its internal purposes, the Group prepares and uses management information focusing on the following operating segments:
This structure reflects business areas managed from the perspective of the Group's principal companies. The areas were identified based on the key core business areas which make it possible – through diversification of the product portfolio − to mitigate market and economic cycle risks, thus maximising profits and cash flows. The division was made based on the following parameters:
For the purposes of reportable segments, the Group has aggregated the operating segments based on the following business and formal rationale.
Other Activities, supporting the core business and/or focusing on non-core business areas.
Operating segments' revenue, expenses and financial results for the three months ended March 31st 2018 (unaudited)
| Agro | Other | |||||
|---|---|---|---|---|---|---|
| Continuing operations | Fertilizers | Plastics | Chemicals | Energy | Activities | Total |
| External revenue | 1,212,439 | 411,006 | 768,849 | 82,883 | 21,925 | 2,497,102 |
| Intersegment revenue | 599,320 | 89,503 | 218,737 | 717,429 | 196,880 | 1,821,869 |
| Total revenue | 1,811,759 | 500,509 | 987,586 | 800,312 | 218,805 | 4,318,971 |
| Operating expenses, including: (-) | (1,695,095) | (455,111) | (889,852) | (792,818) | (245,066) | (4,077,942) |
| selling and distribution expenses (-) | (86,165) | (16,259) | (45,912) | (70) | (104) | (148,510) |
| administrative expenses (-) | (73,544) | (30,367) | (45,225) | (4,709) | (31,090) | (184,935) |
| Other income | 1,385 | 589 | 1,384 | 1,638 | 6,393 | 11,389 |
| Other expenses (-) |
(1,531) | (5) | (727) | (2,090) | (9,635) | (13,988) |
| Segment's EBIT | 116,518 | 45,982 | 98,391 | 7,042 | (29,503) | 238,430 |
| Finance income | - | - | - | - | - | 6,113 |
| Finance costs (-) | - | - | - | - | - | (11,918) |
| Share of profit of equity-accounted investees | - | - | - | - | - | 3,895 |
| Profit before tax |
- | - | - | - | - | 236,520 |
| Income tax | - | - | - | - | - | (48,542) |
| Net profit | - | - | - | - | - | 187,978 |
| EBIT | 116,518 | 45,982 | 98,391 | 7,042 | (29,503) | 238,430 |
| Depreciation and amortisation | 51,648 | 14,069 | 28,296 | 27,337 | 22,018 | 143,368 |
| Unallocated depreciation and amortisation | - | - | - | - | - | 21,445 |
| EBITDA | 168,166 | 60,051 | 126,687 | 34,379 | (7,485) | 403,243 |
* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.
** EBITDA is calculated as operating profit (loss) before depreciation and amortisation.
.
| Operating segments' | revenue, expenses and financial results for the three months ended March 31st 2017 (unaudited), restated* | ||||
|---|---|---|---|---|---|
| Agro | Other | |||||
|---|---|---|---|---|---|---|
| Fertilizers | Plastics | Chemicals | Energy | Activities | Total | |
| External revenue | 1,483,379 | 410,890 | 686,625 | 62,109 | 44,391 | 2,687,394 |
| Intersegment revenue | 525,728 | 78,653 | 238,205 | 673,176 | 172,199 | 1,687,961 |
| Total revenue | 2,009,107 | 489,543 | 924,830 | 735,285 | 216,590 | 4,375,355 |
| Operating expenses, including: (-) | (1,803,292) | (436,441) | (843,734) | (735,335) | (229,563) | (4,048,365) |
| selling and distribution expenses (-) |
(118,642) | (16,019) | (40,779) | (44) | (164) | (175,648) |
| administrative expenses (-) | (80,507) | (27,825) | (40,763) | (3,990) | (19,360) | (172,445) |
| Other income | 863 | 920 | 396 | 904 | 9,789 | 12,872 |
| Other expenses (-) | (679) | (366) | (208) | (9,941) | (9,838) | (21,032) |
| Segment's EBIT* | 205,999 | 53,656 | 81,284 | (9,087) | (13,022) | 318,830 |
| Finance income | - | - | - | - | - | 31,250 |
| Finance costs (-) | - | - | - | - | - | (30,446) |
| Share of profit of equity-accounted investees | - | - | - | - | - | 3,574 |
| Profit before tax | - | - | - | - | - | 323,208 |
| Income tax | - | - | - | - | - | (67,948) |
| Net profit | - | - | - | - | - | 255,260 |
| EBIT | 205,999 | 53,656 | 81,284 | (9,087) | (13,022) | 318,830 |
| Depreciation and amortisation | 46,401 | 12,016 | 25,528 | 20,033 | 21,223 | 125,201 |
| Unallocated depreciation and amortisation | - | - | - | - | - | 8,962 |
| EBITDA | 252,400 | 65,672 | 106,812 | 10,946 | 8,201 | 452,993 |
* Financial data restated in accordance with the information presented in Section 2.2.d) of Supplementary information to the consolidated financial statements.
** EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.
*** EBITDA is calculated as operating profit (loss) before depreciation and amortisation.
Revenue split by geographical areas is determined based on the location of customers. Assets allocated to a geographical area are identified on the basis of their geographical location.
| for the period from Jan 1 to Mar 31 2018 |
for the period from Jan 1 to Mar 31 2017* restated |
|
|---|---|---|
| unaudited | unaudited | |
| Poland | 1,343,945 | 1,489,766 |
| Germany | 207,275 | 300,381 |
| Other EU countries | 713,478 | 623,551 |
| Asia | 60,912 | 154,389 |
| South America | 6,460 | 12,688 |
| Other countries | 165,032 | 106,619 |
| Total | 2,497,102 | 2,687,394 |
* Financial data restated in accordance with the information presented in Section 2.2.d) of Supplementary information to the consolidated financial statements.
No single customer accounted for more than 10% of revenue in Q1 2018 and Q1 2017.
| as at Mar 31 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Contingent receivables | 27,619 | 28,377 |
| Contingent liabilities and guarantees/sureties | ||
| as at Mar 31 2018 |
as at Dec 31 2017 |
|
| Guarantees | 1,253 | 64 |
| Other contingent liabilities | 30,168 | 29,177 |
| 31,421 | 29,241 | |
Changes in impairment losses on property, plant and equipment
| for the period Jan 1− Mar 31 2018 |
for the period Jan 1− Mar 31 2017 |
|
|---|---|---|
| unaudited | unaudited | |
| At the beginning of the period | 343,418 | 310,935 |
| Recognised | 382 | 9,824 |
| Effect of acquisition of companies | 43 | - |
| Reversed (-) | (357) | - |
| Used (-) | (59) | (1,962) |
| At the end of the period | 343,427 | 318,797 |
for the period
for the period
| for the period | for the period | |
|---|---|---|
| Jan 1− | Jan 1− | |
| Mar 31 2018 | Mar 31 2017 | |
| unaudited | unaudited | |
| At the beginning of the period | 44,472 | 43,028 |
| Recognised | 5,903 | 2,492 |
| Effect of acquisition of companies | 7 | - |
| Reversed (-) | (378) | (1,306) |
| Used (-) | (2,822) | (1,981) |
| At the end of the period | 47,182 | 42,233 |
| Jan 1− | Jan 1− | |
|---|---|---|
| Mar 31 2018 | Mar 31 2017 | |
| unaudited | unaudited | |
| At the beginning of the period | 98,045 | 80,505 |
| Recognised | 1,963 | 4,472 |
| Effect of acquisition of companies | 164 | - |
| Reversed (-) | (1,595) | (4,321) |
| Used (-) | (2,251) | (732) |
| At the end of the period | 96,326 | 79,924 |
Material related-party transactions:
a) Material related-party transactions executed by the Grupa Azoty Group on non-arm's length terms
In the three months ended March 31st 2018, the Grupa Azoty Group did not execute any related-party transactions on non-arm's length terms.
During the three months ended March 31st 2018, the Grupa Azoty Group did not grant any advances, loans, guarantees or sureties to members of its management or supervisory personnel or persons closely related to them, nor did it enter into any agreements whereby such persons are required to provide benefits to the Group.
No such events occurred.
In Q1 2018 and as at the issue date of the Q1 2018 report, the Parent did not pay or declare any dividend.
Seasonality of operations is seen mainly in the markets for mineral fertilizers and pigments.
The first quarter of each year is a period of increased field work activity by the agricultural sector, during which demand for means of agricultural production (including mineral fertilizers) peaks. The seasonality in fertilizer sales at the Grupa Azoty Group is offset through a distribution strategy based on year-round supplies as well as fertilizer allocation on various geographical markets.
Because of its chief application (as a component of paints and varnishes), titanium white is a seasonal product used in structural construction. Demand for titanium dioxide starts to rise towards the end of the first quarter, depending on favourable market conditions.
In the case of other Grupa Azoty Group's products, seasonality does not have a material effect on the Group's results as they represent a small proportion of total output.
The Grupa Azoty Group also uses financial mechanisms designed to mitigate the seasonality effect, which include factoring agreements extending payment terms for fertilizer customers.
These interim condensed consolidated financial statements of Grupa Azoty for the three months ended March 31st 2018 have been authorised for issue by the Management Board.
Signatures of members of the Management Board
……………………………… ……………………………… Wojciech Wardacki, PhD Witold Szczypiński President of the Management Board
Vice President of the Management Board Director General
……………………………… Vice President of the Management Board
……………………………… Paweł Łapiński Grzegorz Kądzielawski, PhD Vice President of the Management Board
……………………………… ……………………………… Józef Rojek Artur Kopeć Vice President of the Management Board
Member of the Management Board
Person responsible for maintaining accounting records
……………………………… Ewa Gładysz Head of the Corporate Finance Department
Tarnów, May 9th 2018
Interim condensed separate financial statements for the three months ended March 31st 2018, prepared in accordance with IAS 34 Interim Financial Reporting, as endorsed by the European Union
| for the period Jan 1− Mar 31 2018 |
for the period Jan 1− Mar 31 2017* restated |
|
|---|---|---|
| unaudited | unaudited | |
| Profit/loss | ||
| Revenue | 476,410 | 478,849 |
| Cost of sales | (352,994) | (352,677) |
| Gross profit | 123,416 | 126,172 |
| Selling and distribution expenses | (23,375) | (26,810) |
| Administrative expenses | (38,301) | (36,867) |
| Other income | 2,721 | 2,186 |
| Other expenses | (4,945) | (3,075) |
| Operating profit | 59,516 | 61,606 |
| Finance income | 5,878 | 5,203 |
| Finance costs | (10,313) | (9,342) |
| Net finance costs | (4,435) | (4,139) |
| Profit before tax | 55,081 | 57,467 |
| Income tax | (9,388) | (12,093) |
| Net profit | 45,693 | 45,374 |
| Other comprehensive income | ||
| Items that are or may be reclassified to profit or loss | ||
| Cash flow hedging – effective portion of change in fair | ||
| value | (4,780) | 21,592 |
| Tax on items that are or may be reclassified to profit or | ||
| loss | 908 | (4,115) |
| (3,872) | 17,477 | |
| Total other comprehensive income | (3,872) | 17,477 |
| Comprehensive income for the year | 41,821 | 62,851 |
| Earnings per share: | ||
| Basic (PLN) | 0.46 | 0.46 |
| Diluted (PLN) | 0.46 | 0.46 |
* Financial data restated in accordance with the information presented in Section 1.2.b of 'Supplementary information to the interim condensed separate financial statements' below.
| as at Mar 31 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| unaudited | audited | |
| Assets | ||
| Non-current assets | ||
| Property, plant and equipment | 1,550,026 | 1,554,673 |
| Perpetual usufruct of land | 368 | 369 |
| Intangible assets | 45,971 | 46,957 |
| Investment property | 16,795 | 16,449 |
| Shares | 3,966,040 | 3,867,145 |
| Other financial assets | 237,388 | 249,978 |
| Other receivables | 24,021 | 16,882 |
| Deferred tax assets | 8,381 | 17,957 |
| Total non-current assets | 5,848,990 | 5,770,410 |
| Current assets | ||
| Inventories | 226,498 | 212,109 |
| Property rights | 30,532 | 29,852 |
| Derivative financial instruments | 337 | 1,071 |
| Other financial assets | 69,909 | 70,361 |
| Trade and other receivables | 279,146 | 214,524 |
| Cash and cash equivalents | 495,956 | 572,711 |
| Assets held for sale | 95 | 95 |
| Total current assets | 1,102,473 | 1,100,723 |
| Total assets | 6,951,463 | 6,871,133 |
| as at Mar 31 2018 |
as at Dec 31 2017 |
|
|---|---|---|
| Equity and liabilities | ||
| Equity | ||
| Share capital | 495,977 | 495,977 |
| Share premium | 2,418,270 | 2,418,270 |
| Hedging reserve | 11,535 | 15,407 |
| Retained earnings, including: | 1,878,295 | 1,832,602 |
| Net profit for the year | 45,693 | 354,793 |
| Total equity | 4,804,077 | 4,762,256 |
| Liabilities | ||
| Borrowings | 1,362,021 | 1,357,234 |
| Other financial liabilities | 22,518 | 25,860 |
| Employee benefit obligations | 47,458 | 47,459 |
| Trade and other payables | 32 | 32 |
| Provisions | 29,043 | 27,345 |
| Government grants received | 27,478 | 26,394 |
| Total non-current liabilities | 1,488,550 | 1,484,324 |
| Borrowings | 238,152 | 310,892 |
| Other financial liabilities | 68,684 | 24,315 |
| Employee benefit obligations | 3,038 | 3,038 |
| Current tax liabilities | - | 3,178 |
| Trade and other payables | 329,048 | 280,843 |
| Provisions | 1,353 | 1,200 |
| Government grants received | 18,561 | 1,087 |
| Total current liabilities | 658,836 | 624,553 |
| Total liabilities | 2,147,386 | 2,108,877 |
| Total equity and liabilities | 6,951,463 | 6,871,133 |
| Retained | |||||
|---|---|---|---|---|---|
| Share capital | Share premium | Hedging reserve | earnings | Total equity | |
| Balance as at January 1st 2018 | 495,977 | 2,418,270 | 15,407 | 1,832,602 | 4,762,256 |
| Profit or loss and other comprehensive income | |||||
| Net profit | - | - | - | 45,693 | 45,693 |
| Other comprehensive income | - | - | (3,872) | - | (3,872) |
| Comprehensive income for the year | - | - | (3,872) | 45,693 | 41,821 |
| Balance as at March 31st 2018 | 495,977 | 2,418,270 | 11,535 | 1,878,295 | 4,804,077 |
| for the period ended March 31st 2017 |
|||||
| Share capital | Share premium | Hedging reserve | Retained earnings |
Total equity | |
| Balance as at January 1st 2017 | 495,977 | 2,418,270 | (7,105) | 1,609,995 | 4,517,137 |
| Correction of errors | - | - | - | (52,377) | (52,377) |
| Balance as at January 1st 2017, adjusted*) | 495,977 | 2,418,270 | (7,105) | 1,557,618 | 4,464,760 |
| Profit or loss and other comprehensive income | |||||
| Net profit | - | - | 45,374 | 45,374 | |
| Other comprehensive income | - | - | 17,477 | - | 17,477 |
| Comprehensive income for the year | - | - | 17,477 | 45,374 | 62,851 |
* Financial data restated in accordance with the information presented in Section 1.2.b of 'Supplementary information to the interim condensed separate financial statements' below.
| for the period Jan 1− Mar 31 2018 |
for the period Jan 1− Mar 31 2017* restated |
|
|---|---|---|
| Cash flows from operating activities | ||
| Profit before tax | 55,081 | 57,467 |
| Adjustments for: | 32,992 | 25,404 |
| Depreciation and amortisation | 26,514 | 24,141 |
| Impairment losses | 4 | 144 |
| Loss on investing activities | 196 | 217 |
| Interest, foreign exchange gains or losses | 5,544 | 5,728 |
| Fair value loss/(gain) on financial assets at fair value | 734 | (4,826) |
| 88,073 | 82,871 | |
| Increase in trade and other receivables | (53,777) | (1,211) |
| (Increase)/Decrease in inventories | (15,069) | 30,777 |
| Increase/(Decrease) in trade and other payables | 4,889 | (25,231) |
| Decrease in provisions, prepayments and grants | (7,870) | (10,704) |
| Other adjustments | - | (7,000) |
| Cash generated from operating activities | 16,246 | 69,502 |
| Income tax paid | (2,081) | - |
| Net cash from operating activities | 14,165 | 69,502 |
* Financial data restated in accordance with the information presented in Section 1.2.b of 'Supplementary information to the interim condensed separate financial statements' below.
| for the period Jan 1− Mar 31 2018 |
for the period Jan 1− Mar 31 2017* restated |
|
|---|---|---|
| Cash flows from investing activities | ||
| Proceeds from sale of property, plant and equipment, intangible assets and investment property |
220 | 113 |
| Acquisition of property, plant and equipment, intangible assets and investment property |
(38,498) | (64,026) |
| Acquisition of other financial assets | (28,395) | (809) |
| Interest received | 3,246 | 2,015 |
| Loans advanced | (4,447) | (28,714) |
| Repayments of loans advanced | 17,564 | 7,548 |
| Other disbursements | (400) | (609) |
| Net cash from investing activities | (50,710) | (84,482) |
| Cash flows from financing activities | ||
| Proceeds from borrowings | - | 115,673 |
| Payment of borrowings | (75,410) | (89,788) |
| Interest paid | (6,268) | (6,450) |
| Payment of finance lease liabilities | (111) | (149) |
| Other proceeds/(disbursements) | 41,424 | (19,440) |
| Net cash from financing activities | (40,365) | (154) |
| Total net cash flows | (76,910) | (15,134) |
| Cash and cash equivalents at beginning of period | 572,711 | 326,031 |
| Effect of exchange rate fluctuations on cash held | 155 | - |
| Cash and cash equivalents at end of period | 495,956 | 310,897 |
* Financial data restated in accordance with the information presented in Section 1.2.b of 'Supplementary information to the interim condensed separate financial statements' below.
Grupa Azoty S.A. ("the Company") is a listed joint stock company with its registered office in Tarnów, Poland.
These interim condensed separate financial statements have been prepared in accordance with International Accounting Standard 34: Interim Financial Reporting and the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a nonmember state, dated April 20th 2018 (Dz.U. of 2018, item 757). These interim condensed separate financial statements of the Company cover the three months ended March 31st 2018 and contain comparative data for the three months ended March 31st 2017 and as at December 31st 2017.
The Company is entered in the Register of Businesses in the National Court Register maintained by the District Court in Kraków, 12th Commercial Division of the National Court Register, under entry No. KRS 0000075450. The Company's REGON number for public statistics purposes is 850002268.
The Company has been established for an indefinite term.
Grupa Azoty's business includes in particular:
Manufacture of basic chemicals, Manufacture of fertilizers and nitrogen compounds, Manufacture of plastics and synthetic rubber in primary forms, Manufacture of plastics.
These interim condensed separate financial statements do not include all the information and disclosures required in full-year financial statements and should be read in conjunction with the Company's financial statements for the year ended December 31st 2017, which were authorised for issue on April 18th 2018.
The Company's interim financial results may not be indicative of its potential full-year financial results.
All amounts in these interim condensed separate financial statements are presented in thousands of złoty.
These interim condensed separate financial statements have been prepared on the assumption that the Company will continue as a going concern in the foreseeable future. As at the date of authorisation of these financial statements, no circumstances were identified which would indicate any threat to the Company continuing as a going concern.
The accounting policies applied to prepare these interim condensed separate financial statements are consistent with the policies applied to draw up the Company's full-year separate financial statements for the year ended December 31st 2017.
The amendments to the IFRSs presented below have been applied in these separate financial statements as of their effective dates, however, they had no material effect on the disclosed financial information or they did not apply to transactions carried out by the Company.
Amendments to IAS 12 Recognition of Deferred Tax Assets for Unrealised Losses
The changes clarify issues related to the formation of negative temporary differences the amendments clarify the requirements on recognition of deferred tax assets related to debt instruments measured at fair value, estimating probable future taxable profit and assessing whether sufficient profit will be generated against which deductible temporary differences can be utilised. The amendments apply retrospectively.
The Company has not elected to early adopt any of the standards, interpretations or amendments that have been issued but are not yet effective in accordance with the European Union regulations.
The Group has applied IFRS 15 Revenue from Contracts with Customers since January 1st 2018. IFRS 15 replaces the existing revenue recognition guidance contained in IAS 18 Revenue, IAS 11 Construction Contracts, and the related Interpretations.
In line with the core principle of IFRS 15, the Company recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. In view of the above, it is critical to correctly determine the moment and amount of revenue recognised by the Company.
In accordance with IFRS 15, the Company recognises revenue when (or as) a performance obligation is satisfied, i.e. when (or as) control of the goods or services is passed to the customer, either over time or at a point in time.
The Company decided to implement IFRS 15 using the modified retrospective method (i.e. with the cumulative effect of first-time adoption of IFRS 15, recognised as at January 1st 2018, only with respect to contracts that were not yet completed as at that date).
IFRS 9 Financial Instruments was issued in July 2014 and endorsed by the European Union on November 22nd 2016 by Commission Regulation (EU) 2016/2067. The standard mandatorily applies to financial statements prepared for periods beginning on or after January 1st 2018, And replaces IAS 39 Financial Instruments: Recognition and Measurement. The standard introduces amendments to the classification and measurement of financial assets, their impairment, and (as an option) hedge accounting.
The Company made changes to enable effective implementation of IFRS 9 with respect to:
Having analysed the potential benefits of adopting the hedge accounting policies set out in IFRS 9, the Company resolved to continue to apply hedge accounting in accordance with IAS 39.
The Company's changes in the accounting policies are compliant with the transitional provisions of IFRS 9, i.e. the Company applies the standard retrospectively to all financial instruments unexpired as at January 1st 2018, without adjusting the comparative data. In accordance with the transitional provisions of IFRS 9, any differences between the previous carrying amounts and carrying amounts at the beginning of the annual reporting period were recognised by the Company in the opening balance of retained earnings (in equity).
Based on analyses carried out at the end of 2017, the Company defined business models and performed 'solely payments of principal and interest' (SPPI) tests for financial assets open as at December 31st 2017. Following these analyses, the Parent determined the effect of IFRS 9 on the Company's financial statements. In Q1 2018, the Company determined the classification of financial assets recognised for the first time in the period. The table below presents a comparison of key changes in the classification of financial assets resulting from the implementation of IFRS 9.
Changes in the classification of financial assets resulting from the implementation of IFRS 9 are presented below
| Classification | |||
|---|---|---|---|
| Financial assets | IAS 39 | IFRS 9 | Note |
| Cash (including cash at banks, overnight deposits and term deposits) | |||
| financial assets held to maturity |
measured at amortised cost |
||
| Cash (including intra-group cash pool) | |||
| financial assets held to maturity |
measured at amortised cost |
||
| Loans advanced (intra-group) | |||
| loans advanced | measured at amortised cost |
||
| Trade and other receivables not to be sold | |||
| financial assets held to maturity |
measured at amortised cost |
| Financial assets | Classification | Note |
|---|---|---|
Consolidated interim report of the Grupa Azoty Group for Q1 2018 Interim condensed separate financial statements for the three months ended March 31st 2018 (all amounts in PLN '000 unless indicated otherwise)
| IAS 39 | IFRS 9 | ||
|---|---|---|---|
| Trade receivables to be sold | |||
| financial assets held to maturity |
measured at fair value through other comprehensive income (FVTOCI) |
given a short period between the date of their initial recognition and the date on which they are transferred for factoring or discounting, their fair value is equal to the carrying amount |
|
| Trade receivables to be sold (intra-group) | |||
| financial assets held to maturity |
measured at fair value through other comprehensive income (FVTOCI) |
given a short period between the date of their initial recognition and the date on which they are transferred for factoring or discounting, their fair value is equal to the carrying amount |
|
| Equity investments | |||
| financial assets available for sale |
measured at fair value through other comprehensive income (FVTOCI) |
The Company has identified the following classes of financial instruments for which, in accordance with IFRS 9, it has estimated the impact of the expected credit losses on the financial statements:
In the reporting period certain prior period errors were corrected and the presentation of financial statements was changed to improve the disclosure of information on the effect of certain transactions on the Company's assets and financial position. The comparative data have been appropriately restated.
Correction of prior period errors and changes in the presentation of financial statements include:
The table below presents the impact of the changes on the statement of profit or loss and other comprehensive income:
| Previously reported |
Restated | ||||||
|---|---|---|---|---|---|---|---|
| for the period Jan 1− Mar 31 2017 |
for the period Jan 1− Mar 31 2017 |
Impact of change 1 |
Impact of change 2 |
Impact of change 3 |
Impact of change 4 |
Impact of change 5 |
|
| Cost of sales | (351,388) | (352,677) | (664) | (625) | - | - | - |
| Gross profit | 127,461 | 126,172 | (664) | (625) | - | - | - |
| Administrative expenses | (36,536) | (36,867) | (331) | - | - | - | - |
| Other expenses | (10,075) | (3,075) | - | - | 7,000 | - | - |
| Operating profit | 56,226 | 61,606 | (995) | (625) | 7,000 | - | - |
| Finance income | 9,229 | 5,203 | - | - | - | (4,026) | - |
| Finance costs | (13,368) | (9,342) | - | - | - | 4,026 | - |
| Net finance costs | (4,139) | (4,139) | - | - | - | - | - |
| Profit before tax | 52,087 | 57,467 | (995) | (625) | 7,000 | - | - |
| Income tax | (12,282) | (12,093) | 189 | - | - | - | - |
| Net profit | 39,805 | 45,374 | (806) | (625) | 7,000 | - | - |
| Other comprehensive income | |||||||
| Items that are or may be reclassified to profit or loss | |||||||
| Tax on items that are or may be reclassified to profit or loss | 2,421 | (4,115) | - | - | - | - | (6,536) |
| Total other comprehensive income | 24,013 | 17,477 | - | - | - | - | (6,536) |
| Comprehensive income for the year | 63,818 | 62,851 | (806) | (625) | 7,000 | - | (6,536) |
Impact of changes in accounting policies and correction of errors on earnings per share:
| for the period Jan 1− Mar 31 2017 |
|
|---|---|
| Earnings per share: | |
| Earnings per share before correction of | 0.40 |
| error (PLN) Earnings per share after correction of |
0.46 |
| error (PLN) Diluted earnings per share before correction of error |
0.40 |
| Diluted earnings per share after correction of error | 0.46 |
The table below presents the impact of the changes on the statement of cash flows:
| Previously reported |
Restated | ||||
|---|---|---|---|---|---|
| for the period Jan 1− Mar 31 2017 |
for the period Jan 1− Mar 31 2017 |
Impact of change 1 |
Impact of change 2 |
Impact of change 3 |
|
| Cash flows from operating activities | |||||
| Profit before tax | 52,087 | 57,467 | (995) | (625) | 7,000 |
| 77,491 | 82,871 | (995) | (625) | 7,000 | |
| Decrease in inventories | 30,152 | 30,777 | - | 625 | - |
| Decrease in provisions, prepayments and grants |
(11,699) | (10,704) | 995 | - | - |
| Other adjustments | - | (7,000) | - | - | (7,000) |
| Net cash from operating activities | 69,502 | 69,502 | - | - | - |
These interim condensed separate financial statements of Grupa Azoty S.A. for the three months ended March 31st 2018 have been authorised for issue by the Management Board.
Signatures of members of the Management Board
Wojciech Wardacki, PhD Witold Szczypiński President of the Management Board
……………………………… ……………………………… Vice President of the Management Board Director General
……………………………… Vice President of the Management Board
……………………………… Paweł Łapiński Grzegorz Kądzielawski, PhD Vice President of the Management Board
……………………………… ……………………………… Józef Rojek Artur Kopeć Vice President of the Management Board
Member of the Management Board
Person responsible for maintaining accounting records
……………………………… Ewa Gładysz Head of the Corporate Finance Department
Tarnów, May 9th 2018
The Grupa Azoty Group is one of Central Europe's major chemical groups with a strong presence on the market of mineral fertilizers, engineering plastics, OXO products, and other chemicals.
Grupa Azoty has brought together companies with different traditions and complementary business profiles, seeking to leverage their potential to deliver a common strategy. This has led to the creation of Poland's largest chemical group and a major industry player in Europe. Thanks to its carefully designed structure, the Group offers a diverse product mix, ranging from nitrogen and compound fertilizers, engineering plastics, to OXO products and melamine.
As at March 31st 2018, the Grupa Azoty Group (the "Group") comprised: Grupa Azoty S.A. (the Parent) and the following nine subsidiaries:
Grupa Azoty S.A. is the Parent of the Group. Its principal business activities include manufacturing, trading in and service activities related to nitrogen fertilizers, engineering plastics and intermediates. The Company operates its own research facilities. It concentrates both on research into new products and technologies, and on advancing existing products.
The Company's registered office is located at ul. Eugeniusza Kwiatkowskiego 8, Tarnów, Poland. Since April 22nd 2013, the Company has been trading under the name Grupa Azoty Spółka Akcyjna ("Grupa Azoty S.A.").
The company's registered office is located in Puławy. Since April 4th 2013, it has been trading under the name Grupa Azoty Zakłady Azotowe Puławy Spółka Akcyjna (abbreviated to Grupa Azoty PUŁAWY). Grupa Azoty PUŁAWY specialises in the manufacturing of nitrogen fertilizers and is one of the largest melamine manufacturers in the world.
The company's registered office is located in Kędzierzyn-Koźle. Since January 11th 2013, it has been trading under the name Grupa Azoty Zakłady Azotowe Kędzierzyn Spółka Akcyjna (abbreviated to Grupa Azoty Kędzierzyn).
The company's two business pillars are nitrogen fertilizers and OXO products (OXO alcohols and plasticizers).
The company's registered office is located in Police. Since June 3rd 2013, it has been trading under the name Grupa Azoty Zakłady Chemiczne Police Spółka Akcyjna (abbreviated to Grupa Azoty Police). Grupa Azoty Police is a major manufacturer of compound and nitrogen fertilizers, as well as titanium white.
The company's registered office is located in Guben, Germany. Since July 10th 2013, it has been trading under the name Grupa Azoty ATT Polymers GmbH. It manufactures polyamide 6 (PA6).
The company's registered office is located in Tarnów. Since February 28th 2013, it has been trading under the name Grupa Azoty Polskie Konsorcjum Chemiczne Spółka z ograniczoną odpowiedzialnością (abbreviated to Grupa Azoty Polskie Konsorcjum Chemiczne Sp. z o.o. or Grupa Azoty PKCh Sp. z o.o.).
Grupa Azoty PKCh provides comprehensive design services encompassing complete design support for investment projects in the chemical industry − from study and concept works to process and construction design and working plans for services during the construction, commissioning and operation of process units.
The company's registered office is located in Tarnów. Since March 6th 2013, it has been trading under the name Grupa Azoty Koltar Spółka z ograniczoną odpowiedzialnością (abbreviated to Grupa Azoty Koltar Sp. z o.o.).
Grupa Azoty KOLTAR provides railway transport services nationwide. It is one of the few organisations in Poland to hold licences required to perform comprehensive repairs of rail car chassis and tank cars used in the transport of dangerous materials (according to RID).
The company's registered office is located in Grzybów. Since February 11th 2014, it has been trading under the name Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol Spółka Akcyjna (abbreviated to Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. or Grupa Azoty SIARKOPOL).
Grupa Azoty SIARKOPOL is Poland's largest producer of liquid sulfur.
The company's registered office is located in Tarnów.
Its principal business is research and development in technical science.
The company's registered office is located in Tarnów. Its business model is based on a portfolio of specialised engineering plastics manufactured through the compounding of plastics, with the use of innovative technological solutions.
| (in relevant currency) | |||
|---|---|---|---|
| Company | Registered office/address |
Share capital | % of shares held directly |
| Grupa Azoty ATT Polymers GmbH Grupa Azoty Compounding Sp. |
Forster Straße 72 03172 Guben, Germany |
9,000,000 EUR | 100.00 |
| z o.o. | ul. Chemiczna 118 33-101 Tarnów |
6,000,000 PLN | 100.00 |
| Grupa Azoty Folie Sp. z o.o. | ul. Chemiczna 118 33-101 Tarnów |
5,500,000 PLN | 100.00 |
| Grupa Azoty KOLTAR Sp. z o.o. | ul. Kwiatkowskiego 8 33-101 Tarnów |
32,760,000 PLN | 100.00 |
| Grupa Azoty SIARKOPOL | Grzybów, 28-200 Staszów |
55,000,000 PLN | 99.33 |
| Grupa Azoty PUŁAWY | al. Tysiąclecia Państwa Polskiego 13 24-110 Puławy |
191,150,000 PLN | 95.98 |
| Grupa Azoty KĘDZIERZYN | ul. Mostowa 30 A skr. poczt. 163 47-220 Kędzierzyn Koźle |
285,064,300 PLN | 93.48 |
| Grupa Azoty POLICE | ul. Kuźnicka 1 72-010 Police |
750,000,000 PLN | 66.00 |
| Grupa Azoty PKCh Sp. z o.o. | ul. Kwiatkowskiego 7 33-101 Tarnów |
85,630,550 PLN | 63.27 |
Source: Source: Company data.
The Group is the largest chemical group in Poland and a significant player in Central Europe. It offers mineral fertilizers and B2B products, including engineering plastics, OXO products and melamine.
The Group's business is currently divided into the following segments:
Mineral fertilizers are the key area of the Group's business. The Agro Fertilizers segment manufactures nitrogen and compound fertilizers, as well as ammonia and other nitrogen-based intermediate products.
The segment's manufacturing activities are conducted by the companies in Tarnów (Parent), Puławy, Kędzierzyn, Police, Gdańsk, and Chorzów. The Group is Poland's largest and European Union's second largest manufacturer of mineral fertilizers.
The segment's key products are engineering plastics (polyamide 6 (PA6) and modified plastics) and auxiliary products, such as caprolactam and other chemicals.
They are manufactured by three companies − in Tarnów, Puławy, and Guben (Germany). The Group is the leading manufacturer of polyamide 6 in Poland and the third largest producer of PA6 in the European Union.
The Chemicals segment is an important part of the Group's business, comprising OXO alcohols, plasticizers, melamine, technical grade urea, titanium white, sulfur, AdBlue, and other products.
They are manufactured in Kędzierzyn, Puławy, Police, and Grzybów. The Group is a major manufacturer of melamine globally and the third largest in the European Union. As regards OXO products, the Group is the only manufacturer of OXO alcohols in Poland, ranking fifth in the European Union; it is also Poland's largest and EU's fifth largest manufacturer of plasticizers and the only producer of titanium white in Poland.
Electricity and heat produced by the Energy segment are sold locally, to customers in the immediate vicinity of the Group's plants.
The segment's key customers are companies of the Group. Outside the Group, the segment's products are sold on the electricity and hot water markets to local customers. The Group companies operate their own electricity and energy carrier distribution networks.
The Other Activities segment comprises auxiliary and support services. As in the case of the Energy segment, its services are mainly rendered for the Group companies. Outside the Group, the segment mainly provides maintenance (automation, design, repair, etc.) and logistics services (road transport, rail transport, ports), and conducts manufacturing at the Catalyst Production Plant. The segment is also involved in various operations in such areas as environmental protection, administration, research, and infrastructure management.
The Group classifies mineral fertilizers as nitrogen (single-component) fertilizers and compound fertilizers, the latter including at least two of the following key components: nitrogen (N), phosphorus (P) or potassium (K).
Nitrogen fertilizers are substances or mixtures of substances where nitrogen is the primary plant nutrient. The Group's product range includes a number of nitrogen fertilizers: urea, nitrate fertilizers (including ammonium nitrate, calcium ammonium nitrate, UAN), nitrogen-sulfur fertilizers (made as a result of mixing fertilizers in the manufacturing process: ammonium sulfate nitrate, solid and liquid mixtures of urea and ammonium sulfate, and ammonium sulfate). Natural gas is the key feedstock for nitrogen fertilizers production.
Urea − a nitrogen fertilizer containing 46% nitrogen; it is produced in Puławy (PULREA®), Police (mocznik.pl®), and Kędzierzyn. Urea is a universal fertilizer – it can be used for all crops at various growth stages, both in the granular form and as a solution.
Outside agriculture, urea is used for technical purposes, mainly for manufacturing of adhesive resins, which find application in the chipboard industry. Urea may also be further processed into ureaammonium nitrate solution (UAN − RSM®), a liquid fertilizer, or into melamine.
These fertilizers improve sulfur content in the soil, enhance arable crops' ability to absorb nitrogen, and thus increase the quality and volume of crops.
NPK and NP compound fertilizers are universal fertilizers which, depending on composition, can be applied to various types of crops and soil. Aside from the primary components − nitrogen (N), phosphorous (P) and potassium (K), these fertilizers contain secondary nutrients such as magnesium, sulfur or calcium, and may contain microelements such as boron or zinc.
Compound fertilizers may be used to provide nutrients to all types of arable crops. The Group's current offering includes more than 40 grades of compound fertilizers, which are marketed under the following trade names: Polifoska®, Polidap®, Polimag® Superfosfat, Amofoska®, etc. The Group also offers dedicated fertilizers, custom-made to satisfy customers' specific requirements.
Ammonia − feedstock for the manufacture of fertilizers, produced in a process of direct synthesis of nitrogen and hydrogen. Ammonia is the basic intermediate product used to manufacture nitrogen fertilizers and compound fertilizers. It is also used in the chemical industry, e.g. for the manufacturing of caprolactam or polymers, or as a cooling agent. Natural gas is the key feedstock for the production of ammonia.
Engineering plastics exhibit high thermal resistance and good mechanical properties. The wide range of the plastics' beneficial properties makes them a product of choice for many industries, including automotive, construction, electrical engineering, household appliances, and the food and textile industries.
The Group manufactures polyamide 6 (PA6) and modified plastics (with admixtures affecting the physical and chemical properties of the final plastics) based on polyamide 6 and other engineering plastics (POM, PP, PBT, PA6.6). It also offers modified plastics, custom-made to meet the requirements of individual customers.
Polyamide 6 (PA6) is a high-quality thermoplastic in granular form used for injection processing. It is the leading product among engineering plastics. The Group's very popular brands in this segment are Tarnamid® and Alphalon®.
Caprolactam is an organic chemical compound and an intermediate product used for the manufacture of polyamide 6 (PA6). It is produced mainly from benzene and phenol. Synthesis of caprolactam yields ammonium sulfate as a by-product.
The Group makes the following OXO alcohols: 2-ethylhexanol (2-EH) and butanols (n-butanol, isobutanol). The key product in this group is 2-EH.
2-ethylhexanol (2-EH) is used in the manufacture of plasticizers, paints and varnishes as well as in the textile industry and oil refining processes. It can also be applied as a solvent for vegetable oils, animal fats, resins, waxes and petrochemicals.
The Group manufactures the DEHT/DOTP plasticizer. It is used in the chemical industry to increase the plasticity of materials, mainly PVC, and as an additive to paints and varnishes.
The Group's DEHT/DOTP is marketed under the Oxoviflex® brand. It is used in plastics processing as a non-phthalic plasticizer as well as in the manufacture of paints and varnishes. It is also widely applied for the production of floor tiles and wall cladding as well as toys.
The product offered by Grupa Azoty is mined sulfur. Sulfur is mainly used to produce sulfuric acid, which is widely used in the chemical industry, for instance to produce DAP, a two-component fertilizer. The product is offered in various forms. For the Group's own needs, sulfur is also purchased from other suppliers and obtained as a by-product from flue gas desulfurisation or crude oil refining.
It is a non-toxic, non-flammable product in the form of a white powder, Used for the production of synthetic resins, thermosetting plastics, adhesives, paints, varnishes (including furnace varnishes), auxiliary materials for the textile industry, fire retardants, and other.
For the most part, the Group procures its raw materials, merchandise and services on the domestic and EU markets. Certain raw materials (phosphate rock, ilmenite), are purchased from non-EU suppliers. Raw materials supplied by the Group companies, i.e. ammonia and to some extent sulfur, account for a significant share of the total raw materials procured by the Group.
The procurement strategy is based primarily on the optimisation of intragroup supplies. Intragroup supplies are executed on market terms, The Group is the largest ammonia manufacturer in Poland and CEE, and operates several ammonia units. It is also one of the largest consumers of ammonia in the region.
Having satisfied its own needs, the Group sells a surplus on the market. The Group's ability to effectively secure ammonia supplies largely depends on conditions prevailing on the fertilizer market and in the natural gas sector.
Benzene is mainly delivered under one-year contracts, with supplementary purchases made on the spot market. Benzene is sourced chiefly from domestic and CEE suppliers. The benzene market is largely driven by the situation on the crude oil market and the demand–supply balance on global markets, particularly the level of demand for benzene outside Europe.
The Group purchases electricity from major Polish suppliers trading with large accounts. Following a number of tenders for 2018, the Group companies signed electricity supply contracts under their existing framework agreements. Thanks to the joint procurement strategy for electricity supplies, they secured competitive prices and favourable terms of the contracts. Given the volatility of the electricity market and its changing legal framework, the Group's policy was to purchase electricity under forward contracts concluded for various periods and on the SPOT market.
The procurement strategy is based primarily on supplies from the domestic and the EU markets, with deliveries from outside Europe covering deficit. The Group secures phenol supplies for its own needs under long-term contracts concluded directly with Europe's largest producers.
Phosphate rock is purchased under term contracts, chiefly from North African producers, given the mineral's abundance in the region and the well-developed local sea logistics infrastructure. The situation on the phosphorite market is to a large extent driven by the situation in the fertilizers sector. The Group has in place a joint phosphate rock purchase programme for Grupa Azoty POLICE and GZNF Fosfory Sp. z o.o.
High-methane gas and gas from local sources was supplied by PGNiG S.A. under long-term contracts. Any additionally required volumes were bought by the Group at the Polish Power Exchange.
The bulk of the Group's purchases of propylene are made under annual contracts, with supplementary purchases made on the spot market. To a large extent, propylene prices are driven by oil prices. The Group pursues a diversified procurement strategy, based chiefly on supplies from the EU and countries east of Poland. Supplies from the latter largely reduce the overall cost of propylene procurement.
The Group is the largest producer and consumer of liquid sulfur on the domestic market and in the region. Its sulfur procurement strategy is based on optimising intragroup supplies (from Grupa Azoty SIARKOPOL) and on supplies from the petrochemical sector. This approach gives the Group considerable procurement flexibility, and significantly reduces the risk of supply shortages. The Group also has the largest logistics facilities in Poland, which is a source of additional competitive advantage. With a centralised sulfur procurement strategy in place (a joint purchase programme for the entire Group), the Group is able to aggregate the supply volumes and reduce the cost of this raw material.
With substantial natural resources and competitive commercial terms, producers from countries east of Poland (Russia, Belarus) are the primary suppliers of potassium chloride. The Group's procurement strategy is chiefly based on framework agreements with supplementary deliveries sourced from Western Europe. The Group pursues a centralised procurement strategy by making joint purchases for Grupa Azoty POLICE and GZNF Fosfory Sp. z o.o.
The Group purchases coal mainly on the domestic market. Purchasing large volumes of coal of the required quality from geographically remote markets is not economically viable given the high transport costs and price formulae (ARA).
On the domestic market, prices of pulverised coal used in power generation are not directly linked to ARA rates, which only serve as pricing benchmarks for Polish coal producers.
Since 2018, the Group companies follow a strategy of purchasing coal under multi-year contracts with a guaranteed price change range. Such long-term contracts cover over 80% of the Group's needs for coal supplies.
Factors and events with bearing on the Group's financial performance in Q1 2018 included the raised outlook for Poland's sovereign rating by S&P, falling unemployment and increasing household incomes, as well as good state of public finances. The positive domestic fundamentals are sustaining a medium-term upward trend of Polish złoty against the US dollar and, to a lesser extent, against the euro, prevailing over negative global factors.
Overall, in Q1 2018, the Polish currency weakened by approximately 0.2% against the euro and strengthened by approximately 1.9% against the US dollar on the year-end 2017. However, the average PLN/EUR exchange rate in Q1 2018 was about 1.25% higher quarter on quarter, while the average PLN/USD exchange rate strengthened significantly by 5.41% relative to Q4 2017.
Thus, the Polish currency strengthened primarily against the US dollar, while stabilising against the euro, which accounts for a major part of the Group's currency exposure. Consequently, these developments had no material impact on the Group's results in the reporting period.
The Group monitors its current and planned net currency exposures and manages the resulting currency risk by applying selected hedging instruments. In the reporting period, the main tools used by the Group were: natural hedging; factoring and discounting of receivables denominated in foreign currencies; and currency forwards covering up to 80% of the remaining currency exposure with time horizons of less than 6 months, and up to 50% of the remaining currency exposure with time horizons between 6 and 12 months.
In Q1 2018, the Group used some hedging tools in the form of EUR and USD swap forwards, mainly as an addition to the contracts executed in 2017, reflecting its planned net exposure in both currencies.
The Group's result on hedging transactions settled in Q1 2018 was PLN 1,280 thousand, whereas the result on remeasurement of hedging instruments was negative at PLN (1,328) thousand.
In the first quarter of 2018, the Group's aggregate result on the settlement of hedging transactions and remeasurement of hedging instruments was negative, at PLN (48.5) thousand.
On the unhedged net currency exposure, the Group reported a net loss on realised and unrealised foreign-exchange differences of PLN (284) thousand.
In Q1 2018, the Group's total result on foreign exchange differences and currency derivative transactions (including remeasurement as at the end of the reporting period) was a net loss of PLN (332) thousand.
In Q1 2018, a significant increase was recorded in the prices of CO2 emission allowances, after a twoyear period of low EUA prices attributable to the European industry's higher productivity driving up emissions and simultaneous adoption of the EU ETS reform in the fourth trading period (according to an agreement between the European Parliament and the Council).
Thanks to its policy of rolling reduction of a deficit in CO2 emission allowances through spot and forward transactions with a three-year time horizon, the Group did not have to purchase any allowances during the period of increased prices, which may be of speculative nature, and – after the final settlement of 2017 emissions, which should take place by the end of April – the upward trend is expected to at least significantly slow down.
Since September 28th 2015, the Group has applied cash flow hedge accounting. The hedged items are highly probable future proceeds from sale transactions in the euro, which will be recognised in profit or loss in the period from December 2018 to June 2025. The risk being hedged against is the currency risk. The hedge is a euro-denominated credit facility of EUR 127,134 thousand as at March 31st 2018, repayable from December 2018 to June 2025 in 14 equal half-yearly instalments of EUR 9,081 thousand each. As at March 31st 2018, the fair value of the facility was PLN 540,448 thousand and the hedging reserve included PLN +14,241 thousand on account of the effective hedge. In Q1 2018, the Group did not reclassify any hedge accounting amounts from other comprehensive income to the statement of profit or loss.
The weather conditions and prices of agricultural produce translated into deteriorated economic conditions in agriculture.
The condition of winter crops in Poland in Q1 2018 was assessed as relatively good, despite the weather breakdown between February and March.
The grain yields in the 2018/19 season are estimated at 30.11m tonnes, compared with 30.56m tonnes in the current season. In the entire European Union, grain yields of 303.9m tonnes are expected in the 2018/2019 season, compared with 299.3m tonnes in the current season, which represents an increase of approximately 2%.
Source: Ministry of Agriculture and Rural Development.
Compared with Q1 2017, the prices of wheat, corn and oilseed rape fell in Q1 2018 (see the table below).
| Average Q1 2017 PLN/t |
Average Q1 2018 PLN/t |
Q/Q % |
Mar 2018 PLN/t |
MIN 2018 PLN/t |
MAX 2018 PLN/t |
|
|---|---|---|---|---|---|---|
| Consumable wheat | 686 | 679 | -1 | 680 | 674 | 684 |
| Fodder corn | 647 | 631 | -3 | 639 | 621 | 639 |
| Rapeseed | 1,878 | 1,566 | -17 | 1,555 | 1,546 | 1,597 |
Source: Ministry of Agriculture and Rural Development.
In Q1 2018, demand for nitrogen fertilizers (nitrate fertilizers and urea), both in Poland and in the European Union, was relatively low. The vast majority of agricultural producers put off their purchases of fertilizers until a later time (just before their application) anticipating lower prices.
Prices of nitrogen fertilizers (urea, CAN, AN, AS) and ammonia
Source: ICIS, Argus FMB, Profercy.
Due to the observed slowdown and lower activity in the agricultural sector, prices of nitrate fertilizers remained relatively stable in the first quarter of 2018. It was only in the second half of March that slight price declines were recorded. Year-on-year, the prices of CAN and ammonium nitrate (AN) went down 8% and 4%, respectively.
A year-on-year price decrease was also recorded for urea in the Baltic region (down by 6%). In Q1 2018, the prices stabilised as a result of the product's slight undersupply on global markets, lower activity of China, and India's announcement of its increased demand for urea. These factors are expected to remain the main drivers of prices later on in the period.
A similar situation was seen on the ammonia market. The persisting slowdown and oversupply on that market in the first quarter of 2018 led to a 23% price drop. Despite their steep reduction in Q1 2018, the ammonia prices proved relatively stable year on year (having declined merely 2%).
In Q1 2018, the average prices of all nitrogen fertilizers on international markets went down year on year.
| Average Q1 2017 EUR/t |
Average Q1 2018 EUR/t |
Q/Q % |
Mar 2018 EUR/t |
MIN 2018 EUR/t |
MAX 2018 EUR/t |
|
|---|---|---|---|---|---|---|
| CAN 27% Germany CIF inland (bulk) |
209 | 192 | -8 | 188 | 188 | 196 |
| AN (33.5%) France, delivered (bulk) |
290 | 277 | -4 | 271 | 271 | 281 |
| USD/t | USD/t | % | USD/t | USD/t | USD/t | |
| Ammonia (FOB Yuzhny) |
290 | 284 | -2 | 249 | 249 | 323 |
| Urea (FOB Baltic) |
241 | 226 | -6 | 224 | 223 | 230 |
| AS (Black Sea FOB white) |
136 | 135 | -0.3 | 135 | 134 | 138 |
Source: ICIS, Argus FMB, Profercy.
In Q3 2017, NPK sales were subdued on the Polish market not only due to the harvesting period, but, first of all, a shortage of funds faced by farmers (low prices of plant and animal products). Most large farms purchased a large proportion of fertilizers needed for autumn planting in June, at seasonally low prices. Smaller farms made purchases shortly before planting winter crops.
Prices of compound fertilizers (NPK, DAP), potassium chloride and phosphate rock
Source: WFM, FERTECON, Profercy.
| Average Q1 2017 USD/t |
Average Q1 2018 USD/t |
Q/Q % |
Mar 2018 USD/t |
MIN 2018 USD/t |
MAX 2018 USD/t |
|
|---|---|---|---|---|---|---|
| DAP (FOB Baltic) |
339 | 388 | 14 | 398 | 373 | 398 |
| NPK3x16 (FOB Baltic) |
235 | 254 | 8 | 255 | 253 | 255 |
| Potassium chloride (FOB Baltic spot) |
218 | 248 | 14 | 249 | 247 | 249 |
| Phosphate rock (FOB North Africa) |
95 | 96 | 1 | 96 | 96 | 96 |
Source: WFM, FERTECON, Profercy.
In Q1 2018, Poland's compound fertilizers (NPK) market saw limited demand. Unfavourable weather – with prolonged winter, frosts and lack of a snow cover – damaged some plantations, while postponing field work until the end of March and beginning of April. The fact that direct farm subsidies were only partially disbursed (non-payment of the second tranche) combined with a decrease in agricultural produce prices (making farmers reluctant to sell, awaiting better prices) dampened demand for fertilizers in the first quarter of 2018. Demand for NPK fertilizers was also weak on other European markets, except for Ukraine. NPK Baltic FOB prices remained largely unchanged throughout the quarter. The lowest price of NPK in the period was USD 253/tonne, and the highest – USD 259/tonne. Year on year, the price increased by about 8%.In spring, the prices of NPK fertilizers may grow slightly, but no significant changes are expected.
In the first quarter of 2018, DAP prices continued on an upward trend begun in December 2017, staying relatively high throughout the period. As in the previous year, demand for DAP continued into mid-March and its prices were trending upwards. Relatively strong demand prevailed on the following markets: the US, Brazil, Canada, China, Europe, and Pakistan. The season for DAP ending in late March, its prices began to inch down in the last two weeks of March. In Q1 2018, the lowest DAP Baltic FOB price was USD 365/tonne, and the highest – USD 400/tonne.DAP price levels are difficult to predict later on in the year given both new production capacities coming on stream and shutdowns of existing units.
In the first quarter of 2018, the prices of phosphate rock stayed flat year on year. In January, an upward trend in phosphate rock prices, which began in late 2017 and was largely attributable to higher prices of phosphate fertilizers (mainly DAP), stabilised. Despite logistical challenges caused by unfavourable weather hindering warehouse operations in Morocco as well as social unrest in Tunisia, North African producers of phosphate rock chose not to increase their prices any further. This situation is likely to continue over the coming months.
In Q1 2018, the prices of potassium chloride grew 14% year on year, largely driven by the policies of producers seeking to control supply. Negotiations with Chinese importers of potassium chloride held in the first quarter of 2018 did not prove conclusive with regard to prices for 2018. In the short term, the prices for Chinese customers may rise from USD 10 to USD 20/tonne, as a result of which an upward trend in purchase prices of potassium chloride may also be maintained for customers in Europe, including Poland.
Prices of PA6, caprolactam, benzene and phenol
Source: TECNON, ICIS.
In the first quarter of 2018, as in previous periods, the market for these products continued to be shaped by the interplay of supply and demand and by oil prices.
Unlike in previous quarters, despite expectations that prices of polyamide 6 (and other polyamide chain products) would be closely correlated to benzene prices, their reductions and fluctuations were in fact balanced out or offset by high demand during the period.
Oil prices rose 26% in Q1 2018, but without any marked effect on the prices of benzene (down 16%). However, the higher oil prices were a viable basis for a correction of caprolactam prices, exerting significant upward pressure on polyamide (PA6) prices. In Q1 2018, the prices of European polyamide 6 (DDP, WE) increased 8% year on year.
In the first quarter of 2018, the prices of caprolactam in Asia (CFR, NE Asia) were 4% higher year on year, at EUR 2,064/tonne. The caprolactam prices in Europe (DDP, WE) rose 7% in the period, to EUR 2,148/tonne.
Consolidated interim report of the Grupa Azoty Group for Q1 2018 Management's discussion and analysis: Grupa Azoty in Q1 2018 (all amounts in PLN '000 unless indicated otherwise)
| Average Q1 2017 EUR/t |
Average Q1 2018 EUR/t |
Q/Q % |
Mar 2018 EUR/t |
MIN 2018 EUR/t |
MAX 2018 EUR/t |
|
|---|---|---|---|---|---|---|
| Benzene (FOB, NWE) |
896 | 752 | -16 | 730 | 730 | 792 |
| Phenol (FD, NWE) |
1,501 | 1,368 | -9 | 1342 | 1,342 | 1,416 |
| Caprolactam (Liq., DDP, WE) |
2,001 | 2,148 | 7 | 2,138 | 2,138 | 2,163 |
| Polyamide 6 (PA 6) (DDP, WE) |
2,033 | 2,205 | 8 | 2,205 | 2,205 | 2,205 |
| USD/t | USD/t | % | USD/t | USD/t | USD/t | |
| Caprolactam (CFR, NEAsia) |
1,988 | 2,064 | 4 | 2,080 | 2,041 | 2,080 |
| USD/bbl | USD/bbl | % | USD/bbl | USD/bbl | USD/bbl | |
| Crude oil (BRENT) |
53.31 | 68.94 | 26 | 66.60 | 65.67 | 68.94 |
Source: ICIS, Tecnon, Rzeczpospolita.
The limited availability of raw materials recorded earlier as well as other developments on Europelinked Asian markets were somewhat abated by ongoing legislative and environmental protection efforts coupled with movements in the EUR/USD exchange rate, which is of key importance for that area. In line with earlier expectations, the Asian markets' recent impact on Europe has solely involved reorientation of caprolactam exports, with the polyamide market unaffected to any significant degree, while also clearly indicating that Chinese production capacities are sufficient to meet the country's demand for PA6.
As expected, the steadily growing demand for polyamide chain products, combined with stable situation on the European commodity market, have been a solid basis for stabilising the market's key segments. It should be stressed that in the previous period they were far more susceptible to periodic changes in prices and supply-demand dynamics. The result is an environment supporting a further increase in demand for plastics. This trend is bound to continue into the coming months, with the relatively strong demand for PA6 in Europe driven mainly by the automotive and construction industries.
The overall structure of demand for PA6 is expected to change, reflecting mainly the growing role of engineering plastics, plastic film and flexible packaging. As a consequence, the automotive industry will be the main and key consumer of polyamide-based engineering plastics.
Thus, the oversupply of polyamide 6 on the European market has been and will continue to be markedly reduced, improving the trade balance.
Unlike in the corresponding period of 2017, the product market remained balanced at the beginning of Q1 2018. Later on in the quarter, the supply was limited and the persistently growing demand, in particular for 2-EH and DEHT, supported a price growth. This situation will continue until the next quarter of 2018 as maintenance shutdowns at key manufacturers, some of them already commenced and some announced, will result in insufficient supply being available to cover demand.
The prices in 2018 are higher than last year, and remain correlated with movements in propylene prices.
The key driver of the 2-EH market is growing demand for plasticizers, especially non-phthalate ones, used in plastics (mainly PVC) processing. Phthalate plasticizers are being replaced by non-phthalate ones, mainly in favour of DEHT, chiefly due to legal restrictions on their possible applications. Therefore, Grupa Azoty ZAK S.A. decided to withdraw DEHP from its product portfolio.
The upward trend in the price of crude oil on global markets in the first half of Q1 2018 triggered a gradual increase in propylene prices. In mid-February, after reports of a substantial increase in oil production and oil stocks in the US, which led to declines in crude oil prices, the prices of propylene followed suit. Year on year, however, the average prices of propylene increased 7%. Grupa Azoty's purchases of propylene were made in contracted volumes, supplemented on the spot market to reduce the average price of this key raw material.
January 18th 2017 – The changes in DOTP prices were caused by alteration of the price gathering methodology applied by ICIS (which was revised to better present the actual market prices) and should not be viewed as an indication of an actual change in the plasticizer prices.
Source: ICIS.
| Average Q1 2017 EUR/t |
Average Q1 2018 EUR/t |
Q/Q % |
Mar 2018 EUR/t |
MIN 2018 EUR/t |
MAX 2018 EUR/t |
|
|---|---|---|---|---|---|---|
| 2-EH (FD NWE spot) |
991 | 1,071 | 8 | 1,094 | 1,050 | 1,094 |
| DOTP* (FD NWE spot) |
1,278 | 1,288 | - | 1,303 | 1,275 | 1,303 |
| Propylene (FD NWE spot) |
856 | 911 | 7 | 904 | 901 | 929 |
* Data not comparable due to change of methodology.
Source: ICIS.
Source: FERTECON.
| Average Q1 2017 USD/t |
Average Q1 2018 USD/t |
Q/Q % |
Mar 2018 USD/t |
MIN 2018 USD/t |
MAX 2018 USD/t |
|
|---|---|---|---|---|---|---|
| Sulfur (Delivered Benelux refinery) |
96 | 112 | 17 | 112 | 112 | 112 |
| Sulfur (Vancouver spot FOB) |
90 | 132 | 47 | 130 | 128 | 138 |
Source: FERTECON.
In Q3 2017, the price of refinery sulfur in Europe rose by approximately 17%, while the price of prilled sulfur (Vancouver spot FOB) increased by about 47% year on year. Nevertheless, after the price hikes on global markets in Q3 and Q4 2017, the prices of sulfur were corrected in January 2018. In the first quarter of 2018, sulfur prices either stabilised or slightly fluctuated depending on the region of the world. At present, the global market is rather inert due to lower demand for phosphate fertilizers. Both Chinese and Indian customers awaited an announcement on the amount of subsidies from the Indian government in order to determine acceptable phosphate prices. Waiting for the announcement had a dampening effect on demand for sulfur. On March 28th 2018, the Indian government finally announced a 27% increase in subsidies for the purchase of P2O5, which – taking into account favourable weather forecasts – suggests that locally, in India and China, the demand for sulfur may grow, translating into a higher purchase price in that region.
In Western Europe, the contract prices of molten sulfur in March 2018 remained unchanged on January and February 2018, at USD 104–USD 120/tonne (Delivered Benelux), and are expected to stay around these levels for the next few months.
In Q1 2018, most global markets saw an increase in the prices of titanium white. In Europe, its average price rose 29% year on year. Ever since 2016, titanium white prices have continued on an upward trend owing to a global shortage of the product, with demand still exceeding supply.
As titanium white prices are beginning to hit their historical highs, they are soon expected to more or less stabilise. They may even slightly decline at the beginning of the fourth quarter (when demand is seasonally weaker) of 2018.
Source: ICIS, CCM.
The prices of titanium-containing minerals have been on the rise since early 2017, as their production in China was downscaled due to more stringent environmental inspections. The prices of Chinese feedstocks in the first half of 2017 were unacceptable to local titanium white manufacturers, making them opt for increased imports and leading to a decline in both ilmenite and titanium slag prices. In the first quarter of 2018, the prices of titanium- containing minerals returned to an upward trend driven by higher demand from titanium white manufacturers. On the representative Chinese market, the price of ilmenite fell 14% relative to Q1 2017, while the price of titanium slag containing 74%–76% of titanium rose 4% year on year.
| Average Q1 2017 EUR/t |
Average Q1 2018 EUR/t |
Q/Q % |
Mar 2018 EUR/t |
MIN 2018 EUR/t |
MAX 2018 EUR/t |
|
|---|---|---|---|---|---|---|
| Titanium white (FD NWE) |
2,230 | 2,915 | 31 | 2,935 | 2,875 | 2,935 |
| USD/t | USD/t | % | USD/t | USD/t | USD/t | |
| Ilmenite (ex Works China) |
248 | 214 | -14 | 223 | 205 | 223 |
| Titanium slag ex Works China |
665 | 693 | 4 | 726 | 651 | 726 |
Source: ICIS, CCM.
The global market is experiencing shortages in the supply of titanium-containing minerals, especially titanium slag with a 74%–76% titanium content, used in the manufacture of sulfate titanium white. The Chinese government intends to continue its environmental inspections, which will reduce capacities in the sector of production and processing of titanium-containing minerals, giving an excuse to raise the prices of those minerals locally, which in turn will prompt local titanium white manufacturers to rely to a greater extent on imports. Therefore, the coming months of 2018 are likely to see further increases in global prices of these feedstocks, with an increase in titanium slag prices expected to be proportionally higher than an increase in ilmenite prices.
In Q1 2018, the melamine contract price in the European market rose 12% year on year, to EUR 1,422/tonne. The price increase was attributable to limited supply of melamine in the region. In the period under review, demand for melamine in Europe was strong, due mainly to a shortage of the product in the Asian and US markets. In the case of China, its low supply due to natural gas supply problems and environmental restrictions significantly boosted the country's demand for European melamine while imports of melamine to Europe fell. Market demand for melamine was driven mainly by manufacturers of wood-based panels.
In the second quarter of the year, demand for melamine is expected to grow in line with a seasonal pattern, particularly in the construction sector. In the near future, supply will remain constrained
due to upcoming maintenance shutdowns. The reduced supply of melamine may cause possible upward price corrections and disruptions in the delivery of orders.
Source: ICIS, Global Bleaching Chemicals.
| Average Q1 2017 EUR/t |
Average Q1 2018 EUR/t |
Q/Q % |
Mar 2018 EUR/t |
MIN 2018 EUR/t |
MAX 2018 EUR/t |
|
|---|---|---|---|---|---|---|
| Melamine (FD NWE) | 1,442 | 1,617 | 12 | 1,625 | 1,600 | 1,625 |
Source: ICIS, Global Bleaching Chemicals.
Excluding transmission.
Source: PGNiG tariff, ICIS.
In the European market, gas prices in the first quarter of 2018 followed two different trends. In January they fell and then moved within the EUR 17–17.5/MWh range until February 20th. During that period, they were much below last year's levels. Due to relatively high prices of coal, gas increasingly took its place in the energy mix. Gas storage facilities were gradually emptied, but their filling levels were still above the previous year's. Two cold waves with heavy frosts that swept over Europe at the end of February and after the tenth of March led to record-high gas prices on commodity exchanges and considerable depletion of gas stocks. At the end of March, the prices began to fall back, ending the quarter at around EUR 19/MWh.
| Average Q1 2017 EUR/MWh |
Average Q1 2018 EUR/MWh |
Q/Q % |
Mar 2018 EUR/MWh |
MIN 2018 EUR/MWh |
MAX 2018 EUR/MWh |
|
|---|---|---|---|---|---|---|
| TTF DA | 18.6 | 21.0 | 13 | 24.2 | 18.7 | 24.2 |
| GPL DA* | 18.4 | 20.6 | 12 | 23.7 | 18.5 | 23.7 |
| PPX* | 20.0 | 22.6 | 13 | 25.9 | 20.2 | 25.9 |
Source: ICIS.
According to the latest forecasts, the developments seen in March will continue to affect prices throughout the rest of the year. An oversupply of gas expected in summer in connection with increased LNG supplies will in the first place be used to replenish storage facilities, without putting any stronger pressure on prices. Therefore, instead of a previously forecast price drop, we can expect an average annual gas price on the German market in the region of EUR 17.5–18/MWh, i.e. equal to or slightly higher than last year's level.
IRDN − average price weighted by the volume of all transactions on a trading day, calculated after the delivery date for the entire day.
Source: The Polish Power Exchange.
| Average | Average | September | MAX | |||
|---|---|---|---|---|---|---|
| Q1 2017 | Q3 2018 | Q/Q | 2018 | MIN 2018 | 2018 | |
| PLN/MWh | PLN/MWh | % | PLN/MWh | PLN/MWh | PLN/MWh | |
| Electricity | 154.9 | 187.2 | 20.8 | 203.7 | 104.8 | 415.3 |
Source: The Polish Power Exchange.
In the first quarter of 2018, average electricity prices went up by over 20% year on year and 15% quarter on quarter, due to variable temperatures, wind power generation volumes, and available capacities of conventional power plants resulting from their scheduled and unscheduled shutdowns. The Polish market is largely affected by climate regulations and the need to continue upgrading generation capacities (expenditure on new capacities) and to maintain the operating capacity reserve (effect on production costs).
Electricity prices will be driven by the following factors:
Source: ARA prices.
| Average Q1 2017 USD/t |
Average Q1 2018 USD/t |
Q/Q % |
Mar 2018 USD/t |
MIN 2018 USD/t |
MAX 2018 USD/t |
|
|---|---|---|---|---|---|---|
| Coal | 81.1 | 89.7 | 10.5 | 81.6 | 79.1 | 96.8 |
Source: ARA prices.
In the first quarter of 2018, prices of coal fell 4% compared with the last quarter of 2017. Year on year, coal prices rose 10%, and the average price of coal in the period reached USD 90/tonne. Prices of coal in Poland followed the global trends. Its oversupply in Poland was reduced as a result of the progressing restructuring of Polish mines and lower coal production. In 2018, Poland's consolidated coal mining sector is expected to maintain current price levels.
Analysts are not expecting a return to low prices, estimating the equilibrium price at USD 85/tonne.
In Q1 2018, the Group earned a positive EBITDA of PLN 403,243 thousand and net profit of PLN 187,978 thousand.
Year on year, EBITDA decreased by PLN 49,750 thousand and net profit fell by PLN 67,282 thousand.
| Item | Q1 2018 | Q1 2017 | change | % change |
|---|---|---|---|---|
| Revenue | 2,497,102 | 2,687,394 | (190,292) | (7.1) |
| Cost of sales | (1,922,628) | (2,012,311) | 89,683 | (4.5) |
| Gross profit | 574,474 | 675,083 | (100,609) | (14.9) |
| Selling and distribution expenses | (148,510) | (175,648) | 27,138 | (15.5) |
| Administrative expenses | (184,935) | (172,445) | (12,490) | 7.2 |
| Profit on sales | 241,029 | 326,990 | (85,961) | (26.3) |
| Net other expenses | (2,599) | (8,160) | 5,561 | (68.1) |
| Operating profit | 238,430 | 318,830 | (80,400) | (25.2) |
| Net finance (costs)/income | (5,805) | 804 | (6,609) | (822.0) |
| Share of profit of equity-accounted | ||||
| investees | 3,895 | 3,574 | 321 | 9.0 |
| Profit before tax | 236,520 | 323,208 | (86,688) | (26.8) |
| Income tax | (48,542) | (67,948) | 19,406 | (28.6) |
| Net profit | 187,978 | 255,260 | (67,282) | (26.4) |
| EBIT | 238,430 | 318,830 | (80,400) | (25.2) |
| Depreciation and amortisation | 164,813 | 134,163 | 30,650 | 22.8 |
| EBITDA | 403,243 | 452,993 | (49,750) | (11.0) |
Consolidated data
Source: Company data.
With revenue down 7.1% year on year and cost of sales growing relatively slower (down 4.5%), the Group reported a gross profit of PLN 574,474 thousand. In Q1 2017, the gross profit figure was PLN 100,609 thousand higher.
Gross profit net of selling and distribution expenses and administrative expenses (profit on sales) was PLN 241,029 thousand, down 26.3% year on year.
In Q1 2018, the balance of other income and other expenses was negative at PLN (2,599) thousand, and had a slightly adverse impact on EBIT, Which amounted to PLN 238,430 thousand.
| Agro Fertilizers |
Plastics | Chemical s |
Energy | Other | |
|---|---|---|---|---|---|
| External revenue | 1,212,439 | 411,006 | 768,849 | 82,883 | 21,925 |
| Profit/(loss) on sales | 116,664 | 45,398 | 97,734 | 7,494 | (26,261) |
| EBIT | 116,518 | 45,982 | 98,391 | 7,042 | (29,503) |
Source: Company data.
The Group's profit on sales of products in Q1 2018 was determined primarily by the market situation in the Agro Fertilizers segment. Revenue in the Agro Fertilizers segment was down 18.3% year on year. In the Chemicals and Energy segments, revenue rose, by 12.0% and 33.4%, respectively.
Source: Company data.
Source: Company data.
The shares of individual segments in total revenue changed slightly compared with Q1 2017: the contribution from Plastics, Chemicals and Energy grew (by 1.1pp, 5.3pp, and 1pp, respectively), while the shares of Agro Fertilizers and Other Activities were lower (by 6.6pp and 0.8pp, respectively).
In Q1 2018, revenue in the Agro Fertilizers segment came in at PLN 1,212,439 thousand and accounted for 48.6% of the Group's total revenue. Relative to Q1 2017, the segment's revenue fell 18.3%, and its share in the Group's total decreased.
The Agro Fertilizers segment also reported a profit on sales and positive EBIT of PLN 116,518 thousand. Sales on the domestic market accounted for approximately 74.8% of the segment's revenue.
In Q1 2018, revenue in the Plastics segment was PLN 411,006 thousand and accounted for 16.4% of the Group's total revenue. The segment's revenue remained flat year on year. The segment reported a profit on sales and positive EBIT of PLN 45,982 thousand.
More than 89.1% of the segment's revenue was derived from sales on foreign markets.
In Q1 2018, revenue in the Chemicals segment amounted to PLN 768,849 thousand, having increased 12.0% year on year. The segment's revenue accounted for 30.8% of the Group's total revenue. The segment reported a profit on sales and positive EBIT of PLN 98,391 thousand.
Sales on foreign markets accounted for approximately 62.9% of the Chemicals segment's revenue.
In Q1 2018, revenue in the Energy segment was PLN 82,883 thousand and accounted for approximately 3.3% of the Group's total revenue. The segment's revenue grew 33.4% year on year. The segment reported positive EBIT of PLN 7,042 thousand.
In Q1 2018, revenue in the Other Activities segment was PLN 21,925 thousand and accounted for approximately 0.9% of the Group's total. The segment's EBIT was negative.
In Q1 2018, operating expenses were PLN 2,320,021 thousand, down by PLN 52,192 thousand year on year. Depreciation and amortisation, as well as cost of salaries and wages, including overheads, rose. Other costs decreased
(in particular costs of services and of raw materials and consumables used), resulting in a lower overall figure of operating expenses.
| Q1 2018 | Q1 2017 | change | % change |
|---|---|---|---|
| 163,870 | 133,233 | 30,637 | 23.0 |
| 1,482,464 | 1,507,887 | (25,423) | (1.7) |
| 211,116 | 262,312 | (51,196) | (19.5) |
| 352,218 | 333,246 | 18,972 | 5.7 |
| 86,870 | 90,354 | (3,484) | (3.9) |
| 23,483 | 45,181 | (21,698) | (48.0) |
| 2,320,021 | 2,372,213 | (52,192) | (2.2) |
Source: Company data.
In Q1 2017, operating expenses other than costs of raw materials and consumables used accounted for 36.1% of total operating expenses, up from 36.4% in the corresponding period of 2017.
Structure of other operating expenses [%]
| Q1 2018 | Q1 2017 | |
|---|---|---|
| Depreciation and amortisation | 7.1 | 5.6 |
| Services | 9.1 | 11.1 |
| Salaries and wages, including overheads, and other benefits |
15.2 | 14.0 |
| Taxes and charges | 3.7 | 3.8 |
| Other expenses | 1.0 | 1.9 |
| Total | 36.1 | 36.4 |
Source: Company data.
In Q1 2018, the Group's assets rose to PLN 11,939,030 thousand, by PLN 656,410 thousand relative to the end of Q1 2017. As at March 31st 2018, non-current assets were PLN 8,055,542 thousand, and current assets were PLN 3,883,488 thousand.
In Q1 2018, the most significant year-on-year changes in assets included:
| Q1 2018 | Q1 2017 | change | % change | |
|---|---|---|---|---|
| Non-current assets, including: | 8,055,542 | 7,721,135 | 334,407 | 4.3 |
| Property, plant and equipment | 6,813,292 | 6,443,139 | 370,153 | 5.7 |
| Perpetual usufruct of land | 475,374 | 481,928 | (6,554) | (1.4) |
| Intangible assets | 376,057 | 469,689 | (93,632) | (19.9) |
| Other receivables | 147,867 | 69,562 | 78,305 | 112.6 |
| Equity-accounted investees | 91,643 | 113,979 | (22,336) | (19.6) |
| Current assets, including: | 3,883,488 | 3,561,485 | 322,003 | 9.0 |
| Trade and other receivables | 1,353,965 | 1,242,629 | 111,336 | 9.0 |
| Inventories | 1,084,068 | 850,338 | 233,730 | 27.5 |
| Cash and cash equivalents | 1,037,353 | 745,503 | 291,850 | 39.1 |
| Property rights | 364,988 | 270,239 | 94,749 | 35.1 |
| Total assets | 11,939,030 | 11,282,620 | 656,410 | 5.8 |
Source: Company data.
Year on year, the most significant changes in equity and liabilities in the reporting period included:
Consolidated interim report of the Grupa Azoty Group for Q1 2018 Management's discussion and analysis: Grupa Azoty in Q1 2018 (all amounts in PLN '000 unless indicated otherwise)
Structure of equity and liabilities
| Q1 2018 | Q1 2017 | change | % change | |
|---|---|---|---|---|
| Equity | 7,621,033 | 7,311,714 | 309,319 | 4.2 |
| Non-current liabilities, including: | 2,258,822 | 2,215,120 | 43,702 | 2.0 |
| Borrowings | 1,481,269 | 1,464,651 | 16,618 | 1.1 |
| Employee benefit obligations | 338,337 | 320,773 | 17,564 | 5.5 |
| Deferred tax liabilities | 178,931 | 214,587 | (35,656) | (16.6) |
| Provisions | 127,113 | 106,724 | 20,389 | 19.1 |
| Current liabilities, including: | 2,059,175 | 1,755,786 | 303,389 | 17.3 |
| Trade and other payables | 1,610,133 | 1,431,297 | 178,836 | 12.5 |
| Borrowings | 149,307 | 101,583 | 47,724 | 47.0 |
| Government grants received | 138,469 | 87,602 | 50,867 | 58.1 |
| Total equity and liabilities | 11,939,030 | 11,282,620 | 656,410 | 5.8 |
Source: Company data.
Profitability ratios [%]
| Q1 2018 | Q1 2017 | |
|---|---|---|
| Gross profit margin | 23.0 | 25.1 |
| EBIT margin | 9.5 | 11.9 |
| EBITDA margin | 16.1 | 16.9 |
| Net profit margin | 7.5 | 9.5 |
| ROA | 1.6 | 2.2 |
| ROCE | 2.4 | 3.3 |
| ROE | 2.5 | 3.5 |
| Return on non-current assets | 2.3 | 3.3 |
Source: Company data.
Ratio formulas:
Gross profit margin = gross profit (loss) / revenue (statement of comprehensive income by function) EBIT margin = EBIT / revenue EBITDA margin = EBITDA / net revenue Net profit margin = net profit (loss) / revenue
Return on assets (ROA) = net profit (loss) / total assets
Return on capital employed (ROCE) = EBIT / TALCL, that is EBIT / total assets less current liabilities Return on equity (ROE) = net profit (loss) / equity
Return on non-current assets = net profit (loss) / non-current assets
| Q1 2018 | Q1 2017 | |
|---|---|---|
| Current ratio | 1.9 | 2.0 |
| Quick ratio | 1.4 | 1.5 |
| Cash ratio | 0.5 | 0.7 |
Source: Company data.
Ratio formulas:
Current ratio = current assets / current liabilities
Quick ratio = (current assets - inventories - current prepayments and accrued income) / current liabilities Cash ratio = (cash + other financial assets) / current liabilities
Source: Company data.
* Financial data restated in accordance with the information presented in Section 2.4 of Supplementary information to the consolidated financial statements.
| Q1 2018 | Q1 2017 |
|---|---|
| 51 | 38 |
| 49 | 42 |
| 1 | 1 |
| 98 | 78 |
Source: Company data.
Ratio formulas:
Inventory turnover = inventories * 90 / cost of sales
Average collection period = trade and other receivables * 90 / revenue
Average payment period = trade and other payables * 90 / cost of sales
Cash conversion cycle = inventory turnover + average collection period - average payment period
| Q1 2018 | Q1 2017 |
|---|---|
| 36.2 | 35.2 |
| 18.9 | 19.6 |
| 17.2 | 15.6 |
| 176.5 | 184.1 |
| 2,334.3 | 3,491.5 |
Source: Company data.
Ratio formulas:
Total debt ratio = total liabilities / total assets Long-term debt ratio = non-current liabilities / total assets Short-term debt ratio = current liabilities / total assets Equity-to-debt ratio = equity / current and non-current liabilities Interest cover ratio = (profit before tax + interest expense) / interest expense
The Parent and key Group companies are fully solvent, with good credit standing. The Group is able to pay its liabilities as they fall due, holding and generating free operating cash flows to further support payment of such liabilities in a timely manner.
The liquidity management policy operated by the Grupa Azoty Group consists in maintaining surplus cash and available credit facilities as well as limits under the intragroup financing agreement (one purpose of which is to ensure effective distribution of funds) and ensuring that their level is safe and adequate to the scale of the Group's business.
In Q1 2018, the Group paid all of its borrowing-related liabilities when due, and there is no threat to its ability to continue servicing its debt.
Grupa Azoty has access to umbrella overdraft limits under physical cash pooling and under a multipurpose credit facility, which may be used by the Parent at times of increased demand for funding from the Group companies. The Grupa Azoty Group also has access to bilateral overdraft limits and multi-purpose facilities available to the Group companies.
The aggregate amount of overdraft limits and multi-purpose credit facilities available to the Group as at March 31st 2018 was PLN 368m. In addition, as at the reporting date, the Group had access to corporate credit facilities of approximately PLN 1,393m.
As at March 31st 2018, the Group in total had access to credit limits under the agreements specified above of approximately PLN 1,761m (December 31st 2017: PLN 1,188m).
The Group's financial standing is sound, and there are no material threats or risks of its deterioration in the future. The Group complies with the uniform covenants of its facility agreements which enable it to significantly increase financial debt when and as needed.
There were no other one-off items that would materially impact the Group's assets, equity and liabilities, capital, net profit/loss or cash flows.
Main items of the Grupa Azoty Group's capital expenditure in Q1 2018 amounted to PLN 122,663 thousand (including amounts spent on components, major overhaul work and improvements). Structure of the main capital expenditure:
| Growth capex $\bullet$ |
|
|---|---|
| --------------------------- | -- |
Maintenance capex PLN 22,153 thousand
Growth capex PLN 76,535 thousand
Structure of the Grupa Azoty Group's main capital expenditure in Q1 2018
Source: Company data.
The Grupa Azoty Group's main capital expenditure in Q1 2018:
Parent PLN 20,512 thousand
| Project name | Project budget |
Expenditure incurred |
Expenditure incurred in Q1 2018 |
Project purpose | Scheduled completion date |
|---|---|---|---|---|---|
| Parent: | |||||
| Chemical Technology and Development Centre |
74,100 | 11,427 | 5,600 | Construction of R&D centre for Grupa Azoty S.A. |
2018 |
| Grupa Azoty PDH Polska S.A.: | |||||
| Propane Dehydrogenation (PDH) unit with related infrastructure, and polypropylene (PP) production unit |
5,276,829 | 114,582 | 3,758 | To construct a unit for propane dehydrogenation into propylene (PDH); in addition to the PDH unit, a power generating unit will be constructed and a chemicals terminal will be built at the Police port facilities The project will also include a polypropylene (PP) production unit and logistics base. |
2023 |
| Grupa Azoty POLICE | |||||
| Exhaust gas treatment unit and upgrade of the EC II CHP plant |
290,885 | 245,299 | 6,005 | To bring the operation of the CHP plant's units in line with the requirements of Directive 2010/75/EU |
2018 |
| Grupa Azoty PUŁAWY | |||||
| Upgrade of the existing and construction of new nitric acid units, and facilities for neutralisation and production of new fertilizers based on nitric acid |
695,000 | 82,641 | 8,404 | To raise the efficiency of nitric acid production and improve of the economics of production of nitric acid-based fertilizers |
2021 |
| Facility for production of granulated fertilizers based on ammonium nitrate |
385,000 | 180,951 | 29,139 | To improve the quality of fertilizers by applying modern mechanical granulation |
2020 |
| Replacement of the TG-2 turbine generator set |
99,000 | 67,548 | 7,367 | To increase the efficiency of electricity and heat cogeneration by replacing the TG-2 30 MWe pass-out and condensing turbine with a new 37 MWe turbine as part of the power system upgrade |
2018 |
Source: Company data.
As the outlook for Poland's sovereign rating was raised by S&P in view of the positive fundamentals, the medium-term upward trend of the PLN/USD exchange rate and, to a lesser extent, the PLN/EUR exchange rate continued in Q1 2018. Moreover, the Polish złoty is expected to strengthen against both these currencies also in the second quarter of the year.
At the same time, global factors may reverse the euro appreciation trend against the US dollar, which may in turn bring about a weakening of the Polish currency against USD and, to a limited extent, against EUR. The recorded and expected movements in the PLN/USD and PLN/EUR exchange rates are not likely to pose a risk to the Group's ability to meet its foreign currency exposure targets in Q2 2018 considering that the expected corrective depreciation of the Polish złoty against the euro and the US dollar, after its growth in the first quarter, should suppress the scale of the currency's appreciation for the year.
Domestic interest rates remained stable throughout Q1 2018 and, in line with the Governor of the National Bank of Poland's earlier announcements, should remain unchanged until the end of the year. Thus, the main reference rate applicable to credit facilities contracted by the Grupa Azoty Group (1M WIBOR) should remain flat at about 1.7%. This will help stabilise the Group's borrowing costs at a relatively low level reinforcing its debt service capacity, also if the Group decides to increase debt to finance its investing activities, as planned.
Given that the eurozone has already seen the peak of its economic growth and a rise in inflation is limited, the European Central Bank continues its quantitative easing programme and a policy of negative interest rates, which should remain at current levels until the end of 2018, considering that core inflation remains low following a long period of deflation.
On the other hand, in 2018 the FED will continue to gradually taper its accommodative monetary policy, in connection with the continued economic recovery in the US and concerns regarding increased inflationary pressures.
To conclude, any adverse changes to the current low interest rates on debt in currencies used by the Group to finance its activities (PLN and EUR) are unlikely before the end of 2018. Thus the risk of the Group's financial condition or results of operations deteriorating on higher borrowing costs is considered low.
A limited rise of the WIBOR and/or EURIBOR rates is unlikely before 2019 if inflation escalates and the GDP continues to grow at the current rates.
In terms of market rates, a relatively narrow spread between credit and deposit rates available to the Group is expected to continue.
Interest income earned on free cash under cash pooling and fixed-term deposits will partially offset the borrowing costs.
The macroeconomic environment inspires positive sentiments. The Polish economy owes its current strength to a good situation across global and European markets, as well as private consumption coupled with steadily growing domestic investment. According to BZ WBK analysts, GDP growth in 2018 should remain at 4.3% underpinned by the general economic situation.
Another favourable circumstance is that both the EU and International Monetary Fund have once again made an upward revision to their forecasts for most economies (after a seven-year wave of continual downward revisions).
Analysts expect export growth to remain at a double-digit level driven by strong demand from Europe, but with fast growing imports the balance of foreign trade is not likely to impact GDP growth.
Factors which will affect the Grupa Azoty Group's performance over at least the next reporting period include:
Execution of an agreement with a licence provider
On January 11th 2018, PDH Polska S.A. and WR. Grace & Co, exchanged duly executed counterparts of an agreement on purchase of a polypropylene process technology licence and supply of polypropylene catalysts for the Police Polymers project. The agreement marks another important milestone in the implementation of Grupa Azoty's largest investment project to date.
Police Polymers will be a manufacturing complex developed in the town of Police which is to comprise propylene and polypropylene units, a port with feedstock storage facilities, auxiliary facilities and logistics infrastructure. The company already holds technology licences key to the project: one for the Oleflex -UOP catalytic dehydrogenation technology and one for the Unipol - GRACE polypropylene process technology. In a parallel effort, PDH Polska is in the process of selecting a future general contractor under a lump-sum turn-key contract and of arranging financing for the project.
On February 12th 2018, the four key companies of the Grupa Azoty Group, Grupa Azoty S.A. of Tarnów, Grupa Azoty Police, Grupa Azoty Puławy and Grupa Azoty Kędzierzyn, signed a "Cooperation Agreement". The companies are to work more closely in fertilizers trading and other areas. Key objectives of the agreement are to deepen the working ties within the Group, allowing the companies to trade as a single business entity. This in turn will help them strengthen their relationships with clients. As a result of the agreement, the Group will follow a uniform trading strategy and policy, consolidating and coordinating its marketing activities under a common brand.
Headquartered in Puławy, the Corporate Agro Trade Department will form part of the organisational structure of each company.
On February 16th 2018, the Parent submitted a non-binding initial offer to acquire 100% of shares in the COMPO EXPERT Group companies.
The COMPO EXPERT Group, headquartered in Germany, is the largest independent global producer of high added value speciality fertilizers for professional customers. Its owner is XIO Group of London, specialising in alternative investments on a global scale.
The COMPO EXPERT products would complement Grupa Azoty's portfolio, bringing advanced solutions in speciality fertilizers.
Grupa Azoty KĘDZIERZYN is phasing out the production of phthalic plasticizers. Instead, the company has based its long-term policy on the development of non-phthalic plasticizer DEHT/DOTP (Oxoviflex®), of which it is the largest producer in Europe, as well as a range of speciality esters.
In the second half of 2018, Grupa Azoty KĘDZIERZYN will increase the Oxoviflex® capacity and in 2019 a unit producing speciality esters will be launched. The production of DEHP/DOP, medical DOP and DPHP will be discontinued, and these products will only be available while the stocks last.
The future of the OXO segment is in non-phthalic plasticizers and speciality esters. The increase in the Oxoviflex® (DEHT/DOTP) capacity is a consequence of the product policy designed to best meet the expectations of the market and customers, while the focus on speciality esters supports the company's plan to extend the OXO alcohol processing chain.
Plasticizers manufactured for over 60 years are a significant contributor to Grupa Azoty KĘDZIERZYN's financial performance and the company's position among chemical companies in Poland and Europe. There has been a noticeable increase in demand for new non-phthalic plasticizers, whose share in the European market has been growing rapidly. The range of new plasticizers will find a variety of applications, not only in PVC processing, as some of them will also provide innovative solutions for other applications.
The agreements are presented in chronological order.
In Q1 2018 and as at the date of this report for Q1 2018, none of the Group companies defaulted on credit facilities or other borrowings or breached any material covenants under significant credit facility or other loan agreements.
On February 26th 2018, Grupa Azoty PUŁAWY signed an annex to the long-term agreement for thermal coal supply, executed by Grupa Azoty PUŁAWY and Lubelski Węgiel Bogdanka S.A. on January 8th 2009. The agreement provides for sale of thermal coal to Grupa Azoty PUŁAWY. In the annex:
Following the signing of the annex, the estimated value of the agreement from its execution date to December 31st 2022 (net of possible increases, deviations and tolerance) will total PLN 1,340m (VAT exclusive), including approximately PLN 557m (VAT exclusive) for coal supplies in 2018–2022. The other terms of the agreement remained unchanged, not differing from standard terms used in contracts of this type.
On January 25th 2018, the Parent and the European Investment Bank signed a EUR 145,000,000 term loan agreement for a period of ten years from the disbursement date to finance certain projects under the Group's investment and R&D programmes.
The Parent and EIB also signed an annex to the PLN 550,000,000 loan agreement of May 28th 2015 in order to harmonise the material terms and conditions of the two agreements, which are subject to harmonisation under the Group's other corporate financing agreements.
On January 25th 2018, the Parent concluded annex 1 to the Intragroup Financing Agreement of April 23rd 2015 with Grupa Azoty POLICE, Grupa Azoty KĘDZIERZYN and Grupa Azoty PUŁAWY. Pursuant to the annex, the loan facility agreement concluded on January 25th 2018 between the Parent and the European Investment Bank, together with the guarantee agreement of January 25th 2018, is to be governed by the framework for the Key Companies' provision of guarantees for corporate credit facility agreements, Grupa Azoty S.A.'s financing for the Key Companies and mutual settlements on this account between the companies.
Having obtained, on January 30th 2018, a PLN 10m limit under physical cash pooling, AGROCHEM Sp. z o.o. of Dobre Miasto decided not to extend for another period its overdraft facility agreement with Pekao S.A. valid until January 31st 2018 and, accordingly, repaid the debt outstanding as at January 31st 2018.
On February 12th 2018, the Parent, acting together with other Grupa Azoty Group companies, and PKO BP S.A. signed annex 2 to the Physical Cash Pooling Agreement of September 20th 2016, as amended. Under the annex, new Group companies have been covered by the agreement.
On March 1st 2018, the Parent and its subsidiaries: Grupa Azoty PUŁAWY, Grupa Azoty POLICE and Grupa Azoty KĘDZIERZYN (hereinafter jointly referred to as the Customers), signed bilateral coal supply contracts with Polska Grupa Górnicza S.A. (hereinafter referred to as the Seller).
The subject matter of the contracts is the sale of thermal coal produced at the Seller's mines and intended for consumption at the Customers in quantities specified in the respective contracts, based on uniform business terms for the Customers. The total estimated value of all the contracts is approximately PLN 212.5m (VAT exclusive) per annum.
The contracts were concluded for an indefinite term with effect as of January 1st 2018, and provide for annual delivery periods.
The contracts are considered material to the Parent given that Polska Grupa Górnicza S.A. is a strategic supplier of thermal coal to Grupa Azoty, and the contracts will satisfy a material portion of demand for such coal; in particular, they will cover total demand from Grupa Azoty POLICE and Grupa Azoty KĘDZIERZYN, as well as up to 70% of demand from Grupa Azoty S.A. They will also supplement Grupa Azoty PUŁAWY's demand not covered by other contracts up to about 15%.
In February 2018, Towarzystwo Ubezpieczeń Wzajemnych PZUW issued policies for the period from March 1st 2018 to February 28th 2019, providing for the following types of insurance:
The policies were issued under the Master Agreement for the Consolidated Property Insurance Programme, concluded for the period from March 1st 2017 to February 28th 2019 by the six Grupa Azoty Group companies comprising the Mutual Insurance Union (Grupa Azoty Group Mutual Insurance Union), i.e. Grupa Azoty S.A., Grupa Azoty KĘDZIERZYN, Grupa Azoty POLICE, Grupa Azoty PUŁAWY, GZNF FOSFORY Sp. z o.o. and Grupa Azoty Siarkopol.
On February 15th 2018, trade credit insurance policies were signed with Towarzystwo Ubezpieczeń Euler Hermes S.A. for the period from February 1st 2018 to January 31st 2019. The policies cover:
The aggregate maximum compensation under these policies in a given insurance year (maximum sum insured) calculated on a minimum premium basis is PLN 35.2m.
On February 6th 2018, the Parent signed a framework contract with Grupa Azoty POLICE for the supply of liquid ammonia.
Its conclusion is part of the companies' production programmes for fertilizer lines and secures the supply of ammonia for the fertilizer production processes at Grupa Azoty S.A.
The contract was executed for an indefinite period starting on January 1st 2018 and defines a specific schedule and other commercial terms of the deliveries. The annual value of the contract is estimated at approximately PLN 113m (VAT exclusive).
The terms and conditions of the contract do not provide for additional contractual penalties. The other terms and conditions do not differ from standard terms used in agreements of this type.
On April 9th 2018, Grupa Azoty POLICE entered into a contract for the purchase of Moroccan phosphate rock with Office Chérifien des Phosphates ("OCP") of Casablanca, Morocco (the seller) ("Contract").
The Contract was executed for a definite period from January 1st 2018 to December 31st 2020 and defines a specific schedule and other commercial terms of the deliveries. The value of the deliveries to be made under the Contract is estimated at approximately PLN 350m.
The other terms and conditions do not differ from standard terms used in contracts of this type.
Information on execution of the Contract was classified as inside information by Grupa Azoty POLICE, because it refers to securing supplies of phosphate rock, the key raw material for production of compound fertilizers, in quantities sufficient to satisfy demand for that material for the next three years. OCP, being the world's largest exporter of phosphorites, guarantees timely delivery of phosphate rock of high and consistent quality.
In Q1 2018, the Grupa Azoty Group did not issue any guarantees with a significant aggregate value. In Q1 2018, the Grupa Azoty Group did not sign any annexes to its guarantees with a significant aggregate value.
No sureties were issued by the Group in Q1 2018.
Following the execution, on March 12th 2018, of a EUR 145,000 thousand long-term loan agreement between the Parent and the European Investment Bank, on January 25th 2018 the Grupa Azoty Group's key subsidiaries, including Grupa Azoty PUŁAWY, Grupa Azoty POLICE and Grupa Azoty KĘDZIERZYN, entered into an agreement with EIB for the provision of a guarantee securing repayment of debt under the loan agreement.
Under the guarantee agreement, the key subsidiaries, acting as guarantors, provided guarantees covering the Parent's liabilities under the loan agreement, with each guarantee covering up to onethird (1/3) of 120% of the amount provided under loan agreement with EIB, i.e. up to EUR 58,000,000.
In 2017, the Grupa Azoty Group did not issue or amend any guarantees with a significant aggregate value.
On February 6th 2018, an amount of EUR 1.87m was paid under the EUR 2.04m letter of credit issued by PKO BP S.A. at the request of Grupa Azoty PUŁAWY for the benefit of a condensation and purification unit vendor. As at March 31st 2018, the outstanding credit balance under the letter of credit was EUR 170 thousand. The letter of credit was issued under a multi-purpose credit facility agreement concluded with PKO BP S.A.
On February 27th 2018, an amount of EUR 19,688 was paid under the letter of credit issued by PKO BP SA at the request of Grupa Azoty PUŁAWY for the benefit of a vendor of an oil separator coalescing filter cartridge for the urea unit. As at March 31st 2018, the outstanding credit balance under the letter of credit was EUR 0.00. The letter of credit was issued under the multi-purpose credit facility agreement concluded with PKO BP S.A.
After the reporting period, on April 4th 2018, an amount of EUR 482 thousand was paid under the letter of credit issued for that amount by PKO BP SA at the request of Grupa Azoty PUŁAWY for the benefit of a supplier of a dolomite powder pneumatic conveying system. Following the payment, the outstanding credit balance under the letter of credit is EUR 0.00. The letter of credit was issued under the multi-purpose credit facility agreement concluded with PKO BP S.A.
On January 17th 2018, Grupa Azoty KĘDZIERZYN concluded a loan agreement with CTL Chemkol Sp. z o.o. Under the agreement, on January 22nd 2018, Grupa Azoty KĘDZIERZYN granted a PLN 2,000,000 loan to the subsidiary.
On January 31st 2018, pursuant to the intragroup financing agreement of April 23rd 2015, the Parent disbursed to Grupa Azoty KĘDZIERZYN a loan to finance the 'Upgrade of the Biological Wastewater Treatment Plant at the Wastewater Treatment and Sewage System Division of the Infrastructure Unit' project in an amount of PLN 4,447 thousand.
Number and par value of shares as at the date of issue of this report:
The total number of Parent shares is 99,195,484 bearer shares (ISIN code PLZATRM00012).
Below are listed shareholders holding directly, or indirectly through subsidiaries, at least 5% of total voting rights at the General Meeting as at the date of this report, along with information on the number of shares held by such entities, their respective ownership interests, the number of voting rights held, and their share in total voting rights at the General Meeting.
| Shareholder | Number of shares |
Ownership interest (%) |
Number of votes |
% of voting rights |
|---|---|---|---|---|
| State Treasury | 32,734,509 | 33.00 | 32,734,509 | 33.00 |
| ING OFE | 9,883,323 | 9.96 | 9,883,323 | 9.96 |
| Norica Holding S.à r.l. (indirectly: 19,321,700 shares or 19.47%) |
71,348 | 0.07 | 71,348 | 0.07 |
| Rainbee Holdings Limited*) | 9,820,352 | 9.90 | 9,820,352 | 9.90 |
| Opansa Enterprises Limited) | 9,430,000 | 9.50 | 9,430,000 | 9.50 |
| TFI PZU S.A. | 8,530,189 | 8.60 | 8,530,189 | 8.60 |
| European Bank for Reconstruction and Development |
2,850,000 | 2.87 | 2,850,000 | 2.87 |
| Other | 25,875,763 | 26.10 | 25,875,763 | 26.10 |
| Total | 99,195,484 | 100.00 | 99,195,484 | 100.00 |
Shareholding structure as at April 19th 2018 (issue date of the most recent financial report)
*) Direct subsidiary of Norica Holding S.à r.l.
In the period from April 19th 2018 to the issue date of this report, the Parent was not officially notified of any changes in major holdings of its shares.
The actual shareholding structure may differ from that presented if there were no events giving rise to a shareholder's obligation to disclose a new shareholding or if, despite the occurrence of such events, a shareholder failed to provide relevant information.
As at the end of the reporting period (March 31st 2018) and as at the date of this report, none of the members of the Parent's Management and Supervisory Boards held any shares in the Parent.
Composition of the Management Board as at January 1st 2018:
Tomasz Hinc, Vice President of the Management Board, resigned from the Company's Management Board, submitting a resignation letter to the Supervisory Board on March 4th 2018.
Therefore, as at the date of this report, the Company's Management Board was composed of:
Powers and responsibilities of the Parent's Management Board and Supervisory Board members On June 22nd 2017, the Company's Management Board passed a resolution establishing the following division of responsibilities between the Management Board members:
| Wojciech Wardacki – President of the | Prezes Zarządu dr. Wojciech Wardacki |
|---|---|
| Management Board | |
| Management and HR policy | Zarządzanie i polityka personalna |
| Audit and risk | Audyt i ryzyko |
| Communication | Komunikacja |
| CSR | CSR |
| President of the Management Board of Grupa | Prezes Zarządu Grupa Azoty Police |
| Azoty Police | |
| Witold Szczypiński – Vice President of the | Wiceprezes Zarządu Witold Szczypiński |
| Management Board | |
| Director General of Grupa Azoty S.A. | Dyrektor Generalny Grupy Azoty S.A |
| Plastics Segment | Segment Biznesowy Tworzywa |
| Organic Synthesis Segment | Segment Biznesowy Syntez Organicznych |
| Production integration | Integracja Produkcji |
| Witold Hinc – Vice President of the | Wiceprezes Zarządu Witold Hinc |
| Management Board | |
| Logistics | Logistyka |
| Procurement strategy | Strategia Zakupowa |
| Strategic and technical procurement | Zakupy Strategiczne i techniczne |
| Grzegorz Kądzielawski – Vice President of the | Wiceprezes Zarządy dr Grzegorz Kądzielawski |
| Management Board |
| Infrastructure | Infrastruktura |
|---|---|
| Research and development | Badania i rozwój |
| Paweł Łapiński – Vice President of the | Wiceprezes Zarządu Paweł Łapiński |
| Management Board | |
| Finance | Finanse |
| Planning and controlling | Planowanie i kontroling |
| IT | IT |
| IR | IR |
| Józef Rojek – Vice President of the | Wiceprezes Zarządu Józef Rojek |
| Management Board | |
| Project implementation | Realizacja inwestycji |
| Development strategy | Strategia Rozwojowa |
| Artur Kopeć - Member of the Management | Członek Zarządu Artur Kopeć |
| Board | |
| Production assets | Majątek Produkcyjny |
| Plant safety and infrastructure | Bezpieczeństwo techniczne i infrastruktura |
| Environment protection | Ochrona środowiska |
| Social dialogue | Dialog społeczny |
Source: Company data.
On March 7th 2018, following Tomasz Hinc's resignation from his position on the Parent's Management Board, the Management Board passed a resolution establishing a new division of responsibilities between the Management Board members. The chart below shows the updated division of responsibilities as at March 7th 2018.
Division of responsibilities between the Management Board members as at March 7th 2018
| Prezes Zarzadu dr Wojciech Wardacki |
Wiceprezes Zarządu Witold Szczypiński |
Wiceprezes Zarządu dr Grzegorz Kadzielawski |
Wiceprezes Zarządu Paweł Łapiński |
Wiceprezes Zarządu Józef Rojek |
Członek Zarzadu Artur Kopec |
|---|---|---|---|---|---|
| Zarzadzanie i polityka personalna |
Dyrektor Generalny Grupa Azoty S.A. |
Infrastruktura | Finanse | Realizacja inwestycji |
Majątek produkcyjny |
| Audyt i ryzyko | Segment Biznesowy Agro |
Badania i rozwój | IT | Strategia rozwojowa |
Bezpieczeństwo techniczne i infrastruktura |
| Komunikacja | Segment Biznesowy Tworzywa |
IR | Logistyka | Ochrona środowiska |
|
| CSR | Segment Biznesowy Syntez Organicznych |
Zakupy strategiczne i techniczne |
Zakupy surowców energetycznych |
Dialog społeczny | |
| Prezes Zarządu Grupa Azoty POLICE |
Integracja Produkcji |
Fuzje i przejęcia |
| President of the Management Board | Prezes Zarządu dr Wojciech Wardacki |
|---|---|
| Wojciech Wardacki, PhD | |
| Management | Zarządzanie i polityka personalna |
| and HR policy | |
| Audit and risk | Audyt i ryzyko |
| Communication | Komunikacja |
| CSR | CSR |
| President of the Management Board | Prezes Zarządu Grupa Azoty POLICE |
| Grupa Azoty POLICE | |
| Vice President of the Management Board | Wiceprezes Zarządu Witold Szczypiński |
| Witold Szczypiński | |
| Director General | Dyrektor Generalny Grupa Azoty S.A. |
| Grupa Azoty S. | |
| Agro Segment | Segment Biznesowy Agro |
| Plastics Segment | Segment Biznesowy Tworzywa |
| Organic Synthesis Segment | Segment Biznesowy Syntez Organicznych |
| Production integration | Integracja Produkcji |
| Vice President of the Management Board | Wiceprezes Zarządu dr Grzegorz Kędzielawski |
| Grzegorz Kądzielawski, PhD | |
| Infrastructure | Infrastruktura |
| Research and development | Badania i rozwój |
| Vice President of the Management Board | Wiceprezes Zarządu Paweł Łapiński |
| Paweł Łapiński |
| Finance | Finanse |
|---|---|
| IT | IT |
| IR | IR |
| Tendering | Zakupy strategiczne i techniczne |
| and procurement | |
| Mergers and acquisitions | Fuzje i przejęcia |
| Vice President of the Management Board Józef Rojek |
Wiceprezes Zarządu Józef Rojek |
| Project implementation | Realizacja inwestycji |
| Development strategy | Strategia rozwojowa |
| Logistics | Logistyka |
| Energy procurement | Zakupy surowców energetycznych |
| Member of the Management Board Artur Kopeć |
Członek Zarządu Artur Kopeć |
| Production assets | Majątek produkcyjny |
| Plant safety | Bezpieczeństwo techniczne i infrastuktura |
| and infrastructure | |
| Environment protection | Ochrona środowiska |
| Social dialogue | Dialog społeczny |
Source: Company data.
As a result of these changes, from December 7th 2017 to the date of this report, the composition of the Supervisory Board was as follows:
The Supervisory Board operates on the basis of:
To streamline its work and improve control of the Parent and the Group, on July 4th 2013 the Supervisory Board passed a resolution to appoint an Audit Committee.
In Q1 2018, there were no changes in the composition of the Audit Committee.
After the reporting date, Mr Piotr Czajkowski resigned, effective April 19th 2018, from his position as member of the Audit Committee. Consequently, the composition of the Audit Committee as at the date of this report was as follows:
The Audit Committee operates pursuant to the Rules of Procedure for the Audit Committee, adopted by the Supervisory Board by way of a resolution of July 4th 2013. The main tasks of the Committee include:
On February 1st 2018, the Supervisory Board resolved to establish a Strategy and Development Committee composed of:
and a Nomination and Remuneration Committee composed of:
As no forecasts for 2018 were published, the position of the Parent's Management Board concerning achievement of such forecasts is not presented.
There are no material court, arbitration or administrative proceedings pending with respect to any of the Grupa Azoty Group companies that would concern liabilities or debt claims as referred to in the Regulation of the Minister of Finance of April 20th 2018 on current and periodic information (Dz.U. of 2018, item 757).
The Company does not operate non-local branches or establishments.
Shares, share issues
In Q1 2018, the Parent did not issue, redeem or repay any debt or equity securities. The Company had spent the proceeds from Public Offerings by the end of 2013. The proceeds were used in line with the original issue objectives.
There are no agreements known to the Company which may cause future changes in the percentages of shares held by the existing shareholders and bondholders.
The Company does not operate any control system for employee share ownership plan.
The consolidated interim report of the Grupa Azoty Group for Q1 2018 contains 90 pages.
……………………………… ……………………………… Wojciech Wardacki, PhD Witold Szczypiński President of the Management Board
Vice President of the Management Board Director General
……………………………… Vice President of the Management Board
……………………………… Paweł Łapiński Grzegorz Kądzielawski, PhD Vice President of the Management Board
……………………………… ……………………………… Józef Rojek Artur Kopeć Vice President of the Management Board
Member of the Management Board
Tarnów, May 9th 2018
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.