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Grupa Azoty S.A.

Quarterly Report Sep 5, 2019

5631_rns_2019-09-05_423ffa40-cb07-406e-a73b-f8e2ee4455f3.pdf

Quarterly Report

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Interim condensed consolidated financial statements for the six months ended June 30th 2019 prepared in accordance with IAS 34 Interim Financial Reporting as endorsed by the European Union

Contents

Interim condensed consolidated statement of profit or loss and other comprehensive income 3
Interim condensed consolidated statement of financial position 5
Interim condensed consolidated statement of changes in equity 7
Interim condensed consolidated statement of cash flows 9
1. Description of the Group 11
1.1.
The Group's organisational structure 11
1.2.
Changes in the Group's structure 15
1.3.
Accounting for the acquisition of Goat TopCo GmbH 17
2. Basis of preparation of the interim condensed consolidated financial statements 19
2.1.
Statement of compliance and general basis of preparation 19
2.2.
Changes in applied accounting policies 19
3. Selected notes and supplementary information28
3.1.
Notes 28
Business segment reporting 28
Note 1 Revenue from contracts with customers 35
Note 2 Operating expenses37
Note 3 Reconciliation of lease costs37
Note 4 Other income 38
Note 5Other expenses39
Note 6 Finance income 40
Note 7 Finance costs 41
Note 8 Income tax 42
Note 8.1 Income tax disclosed in the statement of profit or loss 42
Note 8.2 Effective tax rate 42
Note 8.3 Income tax disclosed in other comprehensive income 43
Note 8.4 Deferred tax assets and liabilities44
Note 9 Earnings per share 45
Note 10 Property, plant and equipment45
Note 11 Intangible assets50
Note 12 Right-of-use assets 51
Note 13Cashand cash equivalents53
Note 14 Borrowings 53
Note 15 Employee benefit obligations 54
Note 16 Provisions 55
Note 17 Other material changes in the statement of financial position 55
Note 18 Financial instruments56
Note 19 Contingent liabilities, contingent assets and guarantees 59
Note 20 Related-party transactions 60
Note 21 Investment commitments 61
Note 22 Accounting estimates and assumptions62
3.2.
Events after the reporting period that could affect financial results in the future 63
3.3.
Dividend 63
3.4.
Seasonality of operations 63

Interim condensed consolidated statement of profit or loss and other comprehensive income

for the period for the period
for the period
for the period
Note Jan 1−
Jun 30 2019
Jan 1−
Jun 30 2018
Apr 1−
Jun 30 2019
Apr 1−
Jun 30 2018
Profit/loss unaudited unaudited unaudited unaudited
Revenue 1 6,102,509 4,877,029 2,737,625 2,379,927
Cost of sales 2 (4,649,905) (3,969,147) (2,133,328) (2,046,519)
Gross profit 1,452,604 907,882 604,297 333,408
Selling and distribution
expenses 2 (457,543) (310,160) (221,788) (161,650)
Administrative expenses 2 (426,902) (382,405) (224,088) (197,470)
Other income 4 28,657 24,330 14,353 12,941
Other expenses 5 (61,328) (43,192) (45,373) (29,204)
Operating profit/(loss) 535,488 196,455 127,401 (41,975)
Finance income 6 13,301 48,163 7,453 42,050
Finance costs 7 (43,741) (84,145) (25,967) (72,227)
Net finance costs (30,440) (35,982) (18,514) (30,177)
Share of profit of equity
accounted investees 6,127 7,191 3,233 3,296
Profit before tax 511,175 167,664 112,120 (68,856)
Income tax 8 (116,221) (43,191) (40,038) 5,351
Net profit/(loss) 394,954 124,473 72,082 (63,505)
Other comprehensive income
Items that will not be
reclassified to profit or loss
Actuarial losses from
defined benefit plans
Tax on items that will not
be reclassified to profit or
(12,988) (13,016) (12,988) (13,016)
loss 8 2,468 2,472 2,468 2,472
(10,520) (10,544) (10,520) (10,544)

Interim condensed consolidated statement of profit or loss and other comprehensive income (continued)

for the period for the period
for the period
for the period
Jan 1− Jan 1− Apr 1− Apr 1−
Note Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Items that are or may be
reclassified to profit or loss
Cash flow hedging –
effective portion of fair
value changes
Exchange differences on
translating foreign
8,067 (24,244) 8,286 (19,464)
operations
Tax on items that are or
may be reclassified to profit
(10,939) 2,728 (11,775) 2,593
or loss 8 (1,533) 4,607 (1,575) 3,699
(4,405) (16,909) (5,064) (13,172)
Total other comprehensive
income
(14,925) (27,453) (15,584) (23,716)
Comprehensive income for
the year
380,029 97,020 56,498 (87,221)
Net profit attributable to:
Owners of the Parent 362,782 123,638 68,006 (48,293)
Non-controlling interests
Comprehensive income for
the year attributable to:
32,172 835 4,076 (15,212)
Owners of the Parent 348,600 99,431 53,167 (69,146)
Non-controlling interests 31,429 (2,411) 3,331 (18,075)
Earnings per share: 9
Basic (PLN) 3.66 1.25 0.69 (0.49)
Diluted (PLN) 3.66 1.25 0.69 (0.49)

Interim condensed consolidated statement of financial position

Note/
Section
as at
Jun 30 2019
as at
Dec 31 2018
restated*
unaudited audited
Assets
Non-current assets
Property, plant and equipment 10 7,741,348 7,757,071
Perpetual usufruct of land 2.2 - 470,178
Right-of-use assets 12 877,423 -
Investment property 42,329 43,799
Intangible assets 11 1,006,792 1,048,461
Goodwill 17 308,168 311,280
Shares 9,113 9,113
Equity-accounted investees 82,501 89,496
Other financial assets 2,457 2,377
Other receivables 17 179,979 185,397
Deferred tax assets 8 91,794 75,579
Other assets 482 363
Total non-current assets 10,342,386 9,993,114
Current assets
Inventories 1,499,693 1,505,024
Property rights 17 458,939 261,767
Derivative financial instruments 3,405 2,017
Other financial assets 98,180 15,061
Current tax assets 39,822 67,217
Trade and other receivables 17 1,598,491 1,551,652
Cash and cash equivalents 13 550,613 846,532
Other assets 14,953 14,578
Assets held for sale 21,469 9,050
Total current assets 4,285,565 4,272,898
Total assets 14,627,951 14,266,012

* In accordance with the information provided in sections 2.2.a and 2.2.c

Interim condensed consolidated statement of financial position (continued)

Note/
Section
as at
Jun 30 2019
as at
Dec 31 2018
restated*
unaudited audited
Equity and liabilities
Equity
Share capital 495,977 495,977
Share premium 2,418,270 2,418,270
Hedging reserve 8,395 1,861
Translation reserve (8,148) 2,789
Retained earnings, including: 4,136,944 3,783,874
Net profit for the year 362,782 9,869
Equity attributable to owners of the Parent 7,051,438 6,702,771
Non-controlling interests 655,424 625,188
Total equity 7,706,862 7,327,959
Liabilities
Borrowings 14 2,401,830 2,488,353
Lease liabilities 2.2 382,452 16,806
Other financial liabilities 17 18,726 21,930
Employee benefit obligations 15 425,565 394,677
Trade and other payables 3,317 12,446
Provisions 16 157,492 143,772
Government grants received 198,433 136,002
Deferred tax liabilities 8.4 480,798 448,600
Total non-current liabilities 4,068,613 3,662,586
Borrowings 14 264,809 362,620
Lease liabilities 2.2 50,115 8,866
Derivative financial instruments - 188
Other financial liabilities 17 278,670 189,272
Employee benefit obligations 15 48,833 45,630
Current tax liabilities 27,787 18,178
Trade and other payables 17 2,011,314 2,598,289
Provisions 16 31,435 44,425
Government grants received 139,513 7,999
Total current liabilities 2,852,476 3,275,467
Total liabilities 6,921,089 6,938,053
Total equity and liabilities 14,627,951 14,266,012

* In accordance with the information provided in sections 2.2.a and 2.2.c

Interim condensed consolidated statement of changes in equity for the period ended June 30th 2019

Share
capital
Share
premium
Hedging reserve Translation reserve Retained earnings Equity
attributable
to owners of
the Parent
Non-controlling
interests
Total equity
Balance as at January 1st 2019 495,977 2,418,270 1,861 3,166 3,783,764 6,703,038 625,188 7,328,226
Correction of errors - - - (377) 110 (267) - (267)
Balance as at January 1st 2019,
adjusted
495,977 2,418,270 1,861 2,789 3,783,874 6,702,771 625,188 7,327,959
Profit or loss and other
comprehensive income
Net profit - - - - 362,782 362,782 32,172 394,954
Other comprehensive income - - 6,534 (10,937) (9,779) (14,182) (743) (14,925)
Total profit or loss and other
comprehensive income
- - 6,534 (10,937) 353,003 348,600 31,429 380,029
Transactions with owners,
recognised directly in equity
Dividends - - - - - - (2,716) (2,716)
Total contributions by and
distributions to owners
(2,716) (2,716)
Changes in the Group's
structure
- - - - 67 67 1,523 1,590
Total transactions with owners - - - - 67 67 (1,193) (1,126)
Balance as at June 30th 2019
(unaudited)
495,977 2,418,270 8,395 (8,148) 4,136,944 7,051,438 655,424 7,706,862

Interim condensed consolidated statement of changes in equity (continued) for the period ended June 30th 2018

Share capital Share
premium
Hedging reserve Translation reserve Retained
earnings
Equity
attributable to
owners of the
Parent
Non-controlling
interests
Total equity
Balance as at January 1st 2018 495,977 2,418,270 15,407 (233) 3,918,949 6,848,370 587,238 7,435,608
Profit or loss and other
comprehensive income
Net profit - - - - 123,638 123,638 835 124,473
Other comprehensive income - - (19,637) 4,218 (8,788) (24,207) (3,246) (27,453)
Total profit or loss and other
comprehensive income
- - (19,637) 4,218 114,850 99,431 (2,411) 97,020
Transactions with owners, recognised
directly in equity
Dividends - - - - (123,995) (123,995) (20,369) (144,364)
Total contributions by and
distributions to owners
- - - - (123,995) (123,995) (20,369) (144,364)
Changes in the Group's structure - - - - (12,243) (12,243) 2,145 (10,098)
Total transactions with owners - - - - (136,238) (136,238) (18,224) (154,462)
Loss of control over a subsidiary - - - - - - 60,889 60,889
Other - - - - (218) (218) 212 (6)
Balance as at June 30th 2018
(unaudited)
495,977 2,418,270 (4,230) 3,985 3,897,343 6,811,345 627,704 7,439,049

Interim condensed consolidated statement of cash flows

for the period for the period
Jan 1− Jan 1−
Jun 30 2019 Jun 30 2018
unaudited unaudited
Cash flows from operating activities
Profit before tax 511,175 167,664
Adjustments for: 443,726 398,439
Depreciation and amortisation 405,449 332,485
Impairment losses 19,121 7,065
Loss on investing activities 4,471 54,392
Gain on disposal of financial assets (478) (109)
Share of profit of equity-accounted investees (6,127) (7,191)
Interest, foreign exchange gains or losses 23,533 4,704
Dividends (653) (296)
Net change in fair value of financial assets at fair value
through profit or loss (1,590) 7,389
954,901 566,103
Increase in trade and other receivables (146,370) (101,215)
Increase in inventories and property rights (195,810) (84,765)
Decrease in trade and other payables (365,876) (149,958)
Increase in provisions, accruals and government grants 172,733 51,303
Other adjustments 299,830 (377)
Cash generated from operating activities 719,408 281,091
Income tax paid (49,897) (25,616)
Net cash from operating activities 669,511 255,475

Interim condensed consolidated statement of cash flows (continued)

for the period
Jan 1−
Jun 30 2019
for the period
Jan 1−
Jun 30 2018
unaudited unaudited
Cash flows from investing activities
Proceeds from sale of property, plant and equipment,
intangible assets and investment property
Acquisition of property, plant and equipment, intangible
5,605 833
assets and investment property (439,048) (448,610)
Dividend received 11 -
Acquisition of financial assets (146,252) (38,178)
Proceeds from sale of financial assets 59,564 234,350
Interest received 11,156 9,702
Government grants received 244 3,807
Repayments of loans advanced 54 -
Other disbursements (1,147) (1,528)
Net cash from investing activities (509,813) (239,624)
Cash flows from financing activities
Dividends paid (2,718) (3,431)
Proceeds from borrowings 5,009 134,070
Repayment of borrowings (169,558) (131,548)
Acquisition of non-controlling interests - (15,757)
Interest paid (39,709) (37,042)
Payment of lease liabilities (31,759) (5,391)
Other cash (used in)/provided by financing activities (214,608) 36,739
Net cash from financing activities (453,343) (22,360)
Total net cash flows (293,645) (6,509)
Cash and cash equivalents at beginning of period 846,532 1,085,885
Effect of exchange rate fluctuations on cash held (2,274) 9,420
Cash and cash equivalents at end of period, including: 550,613 1,088,796
Restricted cash 1,178 2,424

Supplementary information to the interim condensed consolidated financial statements

1. Description of the Group

1.1. The Group's organisational structure

As at June 30th 2019, the Grupa Azoty Group (the "Group") comprised: Grupa Azoty S.A. (the Parent), direct subsidiaries:

  • Goat TopCo GmbH (Goat TopCo) wholly-owned,
  • Grupa Azoty ATT Polymers GmbH wholly-owned,
  • Grupa Azoty Compounding Sp. z o.o. wholly-owned,
  • Grupa Azoty Folie Sp. z o.o. wholly-owned,
  • Grupa Azoty Kopalnie i Zakłady Chemiczne Siarki Siarkopol S.A. (Grupa Azoty SIARKOPOL) a 99.37% interest,
  • Grupa Azoty Zakłady Azotowe Puławy S.A. (Grupa Azoty PUŁAWY) a 95.98% interest,
  • Grupa Azoty Zakłady Azotowe Kędzierzyn S.A. (Grupa Azoty KĘDZIERZYN) a 93.48% interest,
  • Grupa Azoty Zakłady Chemiczne Police S.A. (Grupa Azoty POLICE) a 66% interest,
  • Grupa Azoty Koltar Sp. z o.o. (Grupa Azoty KOLTAR) a 60% interest, with Grupa Azoty PUŁAWY and Grupa Azoty KĘDZIERZYN each holding a 20% interest,
  • Grupa Azoty Polskie Konsorcjum Chemiczne Sp. z o.o. (Grupa Azoty PKCh Sp. z o.o.) a 63.27% interest, with Grupa Azoty KĘDZIERZYN holding a 36.73% interest,

as well as the indirect subsidiaries and associates presented in the charts showing the Group's structure on the next pages.

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 the name Grupa Azoty Spółka Akcyjna (abbreviated to Grupa Azoty S.A.).

The Group's business includes in particular:

  • processing of nitrogen products,
  • manufacture and sale of fertilizers,
  • manufacture and sale of plastics,
  • manufacture and sale of OXO alcohols,
  • manufacture and sale of titanium white,
  • manufacture and sale of melamine,
  • production of sulfur and processing of sulfur-based products.

The Parent and the Group companies were incorporated for unlimited period.

The interim condensed consolidated financial statements were authorised for issue by the Parent's Management Board on September 4th 2019.

Structure of Grupa Azoty PUŁAWY as at June 30th 2019:

Structure of Grupa Azoty POLICE as at June 30th 2019:

1) The Parent holds 40.07% of shares in PDH Polska S.A.

Legend:

  • Equity-accounted entities
  • Non-consolidated entities

Structure of Grupa Azoty KĘDZIERZYN as at June 30th 2019:

1) Grupa Azoty KOLTAR Sp. z o.o holds 0.783% of shares in ZAKSA S.A.

Structure of Grupa Azoty PKCh Sp. z o.o. as at June 30th 2019:

  • 1) Grupa Azoty Jednostka Ratownictwa Chemicznego Sp. z o.o. holds 60% of the shares in Konsorcjum EKO TECHNOLOGIES and 12% of the shares in EKOTAR Sp. z o.o. w upadłości likwidacji (in liquidation bankruptcy).
  • 2) Grupa Azoty Prorem Sp. z o.o. holds 12% of the shares in EKOTAR Sp. z o.o. w upadłości likwidacyjnej (in liquidation bankruptcy).

Legend:

Fully-consolidated entities

Equity-accounted entities

Non-consolidated entities

Structure of the Goat TopCo Group as at June 30th 2019:

1) COMPO EXPERT Benelux N.V. – COMPO EXPERT GmbH holds 0.0103% of the shares.

2) COMPO EXPERT Mexico S.A. de C.V. – COMPO EXPERT GmbH holds 0.000311% of the shares.

3) COMPO EXPERT Chile Fertilizantes Ltda. – COMPO EXPERT GmbH holds 0.01% of the shares.

4) COMPO EXPERT Brazil Fertilizantes Ltda. – COMPO EXPERT GmbH holds 0.000003% of the shares.

5) COMPO EXPERT Turkey Tarim San.ve Tic. Ltd. Şirketi – COMPO EXPERT GmbH holds 3.83% of the shares.

6) COMPO EXPERT Argentina SRL – COMPO EXPERT GmbH holds 10.000024% of the shares.

Legend:

Fully-consolidated entities

Equity-accounted entities

Non-consolidated entities

1.2. Changes in the Group's structure

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.

Registration of merger between Grupa Azoty PUŁAWY and Elektrownia Puławy Sp. z o.o.

On January 2nd 2019, a merger between Grupa Azoty PUŁAWY and Elektrownia Puławy Sp. z o.o. was registered in the National Court Register.

The merger was effected pursuant to a simplified procedure under Art. 492.1.1 of the Commercial Companies Code (merger by acquisition), i.e. by way of transfer of all the assets of Elektrownia Puławy Sp. z o.o. to Grupa Azoty PUŁAWY. The merger has no effect on these interim condensed consolidated financial statements.

Registration of share capital increase at Grupa Azoty KOLTAR Sp. z o.o.

On January 8th 2019, an increase of Grupa Azoty KOLTAR's share capital to PLN 54,600 thousand was entered in the National Court Register.

Consequently, Grupa Azoty S.A. now holds a 60% equity interest in the company, while Grupa Azoty PUŁAWY and Grupa Azoty KĘDZIERZYN hold a 20% interest each.

Change in percentage of voting rights held in PROZAP Sp. z o.o.

On February 26th 2019, the Management Board of PROZAP Sp. z o.o. cancelled one share held by a natural person. As a result, the percentage of total voting rights at the General Meeting of PROZAP Sp. z o.o. held by Grupa Azoty PUŁAWY increased from 86.15% to 86.20%.

Increase of Grupa Azoty POLICE's share capital

On March 4th 2019, the Management Board of Grupa Azoty POLICE resolved to increase the company's share capital through an issue of new shares with pre-emptive rights and to amend the Articles of Association.

Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group's strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up the efforts to expand the non-fertilizer business lines. The key task undertaken in the pursuit of these strategic goals is the Polimery Police project ("Polimery Police Project") implemented by PDH Polska S.A. The proceeds from the issue are to be used to finance the capital contribution of the Polimery Police Project.

On April 26th 2019, the Extraordinary General Meeting of Grupa Azoty POLICE passed a resolution to increase the company's share capital. The share capital increase will be effected through a secondary public offering ("SPO") for an amount not higher than PLN 1,100,000, addressed to existing shareholders (pre-emptive rights).

On May 29th 2019, in connection with the planned issue of Grupa Azoty POLICE shares, the Parent's Management Board resolved to take up shares, in a private placement, through the exercise of preemptive rights and placement of additional subscription orders for the issue price determined by the Grupa Azoty POLICE Management Board, or to take up shares not taken up by investors in the rights issue, for the issue price set forth by the Grupa Azoty POLICE Management Board in the invitation addressed to the Parent to subscribe for such shares, with the proviso that immediately after the issue the Company should retain at least 50% plus one vote at the General Meeting of Grupa Azoty POLICE.

Given the identified risks (the risk of refusal to register allotment certificates in the Central Securities Depository of Poland: failure to register allotment certificates would prevent the introduction of the shares to trading on the WSE, which would in turn prevent investors from trading in their allotment certificates and shares, and the use of an incorrect procedure concerning the powers of the National Agriculture Support Centre (the "KOWR") under the Act on Shaping the Agricultural System would invalidate the entire share issue, which cannot be fully ruled out due to the interpretative doubts concerning the provisions of the amended Act on Shaping the Agricultural System) in the regulatory environment regarding the matters related to the rights of the KOWR under the Act on Shaping the Agricultural System, on June 5th 2019 the Management Board of Grupa Azoty POLICE decided to suspend the performance of the Extraordinary General Meeting's resolution. Based on the above decision, on June 27th 2019 the Annual General Meeting of the Parent resolved to remove from the agenda the vote on a resolution to acquire shares in the increased share capital of Grupa Azoty POLICE.

Grupa Azoty POLICE has announced that it will keep monitoring the situation on the capital market and any changes in the regulatory environment regarding KOWR's rights.

On August 26th 2019, the Management Board of Grupa Azoty POLICE decided to resume the SPO and passed a resolution to increase the company's share capital through issue of new shares with preemptive rights and to amend the Articles of Association and repealed the previous resolution of March 4th 2019.

The share capital will be increased by way of an SPO addressed to the existing shareholders, by an amount not higher than PLN 1,100,000. The proposed share capital increase should be effected by the end of 2019.

Acquisition of shares in PDH Polska S.A.

On March 27th 2019, the Parent's Management Board passed a resolution to acquire 9,782,808 new shares in PDH Polska S.A. at the issue price of PLN 10.00, i.e. for a total amount of PLN 97,828,080.00. On March 28th 2019, the Management Board of Grupa Azoty POLICE passed a resolution to acquire 6,551,092 new shares in PDH Polska S.A. at the issue price of PLN 10.00, i.e. for a total amount of PLN 65,510,920.

On April 8th 2019, the Supervisory Board of Grupa Azoty POLICE passed a resolution to approve the acquisition by Grupa Azoty POLICE of 6,551,092 shares in PDH Polska S.A.

On April 25th 2019, the Parent's Supervisory Board passed a resolution to approve the acquisition of 9,782,808 shares in PDH Polska S.A. by the Parent.

On April 26th 2019, the General Meeting of PDH Polska S.A. passed a resolution to increase the company's share capital by PLN 163,339 thousand through an issue of 16,333,900 new shares with a par value of PLN 10 per share.

The new shares will be acquired in a private placement, with the pre-emptive rights of the existing shareholders waived in full, by:

  • The Parent, which will acquire shares with a par value of PLN 97,828,080;
  • Grupa Azoty POLICE, which will acquire shares with a par value of PLN 65,510,920.

Payments towards the share capital on account of acquisition of new shares in PDH Polska S.A. were made in full by July 19th 2019.

The share capital increase at PDH Polska S.A., from PLN 304,000 thousand to PLN 467,339 thousand, was registered on August 8th 2019.

As a result, the Parent's ownership interest in PDH Polska S.A. rose from 40.07% to 47%, while Grupa Azoty POLICE's interest fell to 53%.

Share capital increase at Grupa Azoty SIARKOPOL

On April 15th 2019, the Extraordinary General Meeting of Grupa Azoty SIARKOPOL passed a resolution to increase the company's share capital and amend the Articles of Association to reflect the increase. The company's share capital will be increased by an amount not lower than PLN 1,791,530 and not higher than PLN 1,802,810, to an amount not lower than PLN 60,620,090 and not higher than PLN 60,631,370, through the issue of not fewer than 179,153 and not more than 180,281 new Series C registered shares with a par value of PLN 10 per share. The shares will be taken up in exchange for cash contributions paid before the registration of the share capital increase. The issue price of the New Shares was set at PLN 53.38 per share. The New Shares will carry the right to dividend as of January 1st 2019, on a par with the other company shares, that is for the entire 2019. The record date for the pre-emptive rights in respect of the New Shares, within the meaning of Art. 432.2 of the Commercial Companies Code, was set for April 15th 2019.

April 29th 2019 was set as the record date for the pre-emptive rights. The closing date for exercising the pre-emptive rights was May 20th 2019 – the last day on which subscription orders placed in the exercise of pre-emptive rights were accepted.

On May 20th 2019, in the exercise of its pre-emptive rights the Parent subscribed for 179,153 Series C ordinary registered shares in Grupa Azoty SIARKOPOL, paying PLN 9,563,187.14 for the shares. A request for registering the PLN 1,791,530 share capital increase was filed with the Registry Court on July 17th 2019. The increase was registered on August 13th 2019

Change of companies' names

By way of resolutions of their respective General Meetings, dated June 13th 2019,

  • the names of Goat HoldCo GmbH and Goat BidCo GmbH were changed to
  • COMPO EXPERT Holding GmbH and COMPO EXPERT International GmbH, respectively.

Changes in corporate governance rules

The Compo Expert Group companies came under the corporate governance rules applicable at the Grupa Azoty Group following amendment of the articles of association of COMPO EXPERT Holding GmbH, COMPO EXPERT International GmbH and Compo Expert GmbH. The amendments included:

  • changing the above companies' financial year so that it is the same as that of the Grupa Azoty Group,
  • establishment of Supervisory Boards,
  • introduction of corporate governance rules compliant with the Act on State Property Management.

The amendments are effective as of July 9th 2019.

Merger

The merger of Goat TopCo GmbH and COMPO EXPERT Holding GmbH as the acquirer was completed. On July 29th 2019, the deed of merger between COMPO EXPERT Holding GmbH (formerly Goat HoldCo GmbH) and Goat TopCo GmbH was signed, with COMPO EXPERT Holding GmbH as the acquirer. The acquiree (Goat TopCo GmbH) transferred all its assets, rights and obligations to the acquirer by way of a merger. The merger was carried out based on balance sheets prepared as at December 31st 2018 and became official upon its registration on August 6th 2019, with effect as of January 1st 2019. Upon registration of the merger, Goat TopCo GmbH was deleted from the register.

1.3. Accounting for the acquisition of Goat TopCo GmbH

On November 26th 2018, the Parent acquired 100% of the shares (representing 100% of the votes) in Goat TopCo GmbH (currently COMPO EXPERT) of Münster, Germany, from Goat Netherlands B.V. of Amsterdam, the Netherlands, a member of the Chinese XIO Group.

Thus, Grupa Azoty took control of COMPO EXPERT, whose key operating subsidiaries are members of COMPO EXPERT of Münster, Germany.

The amount paid by Grupa Azoty for the COMPO EXPERT shares was EUR 226,637 thousand (PLN 973,966 thousand). On November 26th 2018, the transaction closing date, Grupa Azoty paid the full price for and acquired the ownership title to the shares.

The acquisition was accounted for in accordance with IFRS 3 Business Combinations. As at December 31st 2018, the provisional accounting for the acquisition of assets, liabilities and contingent liabilities assumed in the acquisition of COMPO EXPERT was applied to account for the acquisition of COMPO EXPERT. The acquisition was accounted for based on the carrying amounts sourced from the COMPO EXPERT consolidation package as at November 30th 2018, which were adopted as the best available estimate of fair value as at the acquisition date.

Final accounting for the acquisition of COMPO EXPERT:

Amounts in PLN '000 unless indicated otherwise
Acquisition date Preliminary Adjustments Final
accounting accounting
Net assets of acquired entities 424,998 269,176 694,174
Net assets attributable to non-controlling interests - - -
Elimination of liabilities - - -
The Grupa Azoty Group's share in net assets of
acquired entities 424,998 269,176 694,174
Transferred cash 973,966 - 973,966
Subrogation of liabilities - - -
Total acquisition price 973,966 - 973,966
Goodwill on consolidation 548,968 (269,176) 279,792
Goodwill in EUR 127,579 (62,739) 64,840
Exchange differences on translation - - (1,602)
Goodwill presented in the statement of financial
position as at acquisition date - - 278,190

Goodwill disclosed above will not be amortised and impairment losses, if any, will not be deemed tax-deductible cost.

Key adjustments relate to the identification and measurement of the fair value of the acquired assets, liabilities and contingent liabilities of COMPO EXPERT as at the date of acquisition of control, i.e. November 26th 2018.

The following items were measured:

Property, plant and equipment

The fair value of property, plant and equipment was measured at PLN 495m.

Intangible assets

  • The fair value of trademarks, including the Compo Expert trademark, and the trademarks of 21 other key products. The trademarks were measured at PLN 300m,
  • Compo Expert's relationships with customers, both those purchasing Compo Expert products directly or through distributors. Relationships with customers were measured using the Multi-Period Excess Earnings Method (MEEM) at PLN 344m,
  • the fair value of technologies was measured at PLN 57m,
  • the fair value of other intangible assets was measured at PLN 8m.

Inventories

The fair value of inventories was measured at PLN 335m.

Trade and other receivables

The fair value of trade and other receivables was measured at PLN 336m.

In addition, deferred tax liabilities were adjusted for PLN 106m in connection with temporary differences arising from the fair value measurement of COMPO EXPERT's relationships with customers, trademarks, technologies, property, plant and equipment, and inventories.

The table below presents a summary of recognised assets and liabilities as at the date of gaining control.

Amounts in PLN '000 unless indicated otherwise
Preliminary Final
accounting as Adjustments accounting as
at November at November
26th 2018 26th 2018
Property, plant and equipment 404,186 90,347 494,533
Intangible assets 423,724 285,488 709,212
Trade and other receivables 338,049 (2,252) 335,797
Deferred tax assets 14,386 - 14,386
Inventories 334,286 1,124 335,410
Other assets 9,070 - 9,070
Cash and cash equivalents 50,931 - 50,931
TOTAL ASSETS 1,574,632 374,707 1,949,339
Trade payables 326,950 - 326,950
Liabilities under borrowings 587,411 - 587,411
Other obligations 42,265 - 42,265
Provisions 10,460 - 10,460
Deferred tax liability 182,548 105,531 288,079
TOTAL LIABILITIES 1,149,634 105,531 1,255,165
NET VALUE OF ACQUIRED ASSETS 424,998 269,176 694,174

As a result of the fair value measurement of net assets and the final accounting for the acquisition, the net profit/(loss) for the period November 26th−December 31st 2018 was adjusted for PLN 110 thousand. The restatement of comparative period data is presented in section 2.2c of these financial statements.

2. Basis of preparation of the interim condensed consolidated financial statements

2.1. Statement of compliance and general basis of preparation

These interim condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These interim condensed consolidated financial statements of the Group cover the six months ended June 30th 2019 and contain comparative data for the six months ended June 30th 2018 and as at December 31st 2018.

The interim condensed consolidated statement of profit or loss and other comprehensive income as well as notes to the interim condensed consolidated statement of profit or loss and other comprehensive income for the three months ended June 30th 2019 as well as the comparative data for the three months ended June 30th 2018 have not been reviewed by an auditor.

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 2018, which were authorised for issue on April 25th 2019.

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.

2.2. Changes in applied accounting policies

The accounting policies applied to prepare these interim condensed consolidated financial statements are consistent with those applied to draw up the full-year consolidated financial statements for the year ended December 31st 2018, except for those presented below and related to IFRS 16 Leases having taken effect.

a) Implementation of IFRS 16 Leases

IFRS 16 Leases ("IFRS 16") was issued by the IASB on January 13th 2016 and endorsed by the European Union on October 31st 2017. It replaces IAS 17 Leases ("IAS 17").

The new standard introduces a single lease accounting model in the lessee's accounting books. Under IFRS 16, a contract is, or contains, a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Pursuant to IFRS 16, a lessee recognises a right-of-use asset and a lease liability determined at the total of discounted future payments over the lease term. Right-of-use assets are depreciated using the straight-line method, while lease liabilities are accounted for using the effective interest rate. With respect to the lessor, IFRS 16 substantially repeats the lease accounting requirements contained in IAS 17. A lessor continues to classify leases as operating or finance leases.

The Group decided to implement IFRS 16 using the modified retrospective approach, with no adjustments of the comparative data. In connection with the adoption of the modified approach, on the date of initial application of IFRS 16, i.e. January 1st 2019, the comparative data was not restated.

Effect on the Group's accounting – the Group as a lessor

IFRS 16 does not substantially change the lessor's accounting for leases. In accordance with IFRS 16, the Group continues to classify leases as either operating or finance leases, accounting differently for each type. However, IFRS 16 amended and extended the scope of disclosures required from lessors, in particular as regards the management of risks associated with the residual interests in leased assets.

Effect on the Company accounting – the Company as a lessee

  • The application of IFRS 16 to leases previously classified as operating leases under IAS 17 resulted in the recognition of the right-of-use assets and lease liabilities.
  • Non-current right-of-use assets are presented under right-of-use assets.
  • Lease liabilities previously classified as finance leases in accordance with IAS 17 and recognised in the statement of financial position under other financial liabilities are now recognised as current and non-current lease liabilities.
  • When applying IFRS 16 for the first time, the Group used the following practical expedients permitted by the standard:
    • not recognising operating leases whose remaining term ends on or before the date falling 12 months after January 1st 2019 and will not likely be extended;
    • not recognising leases in the case of which the underlying asset has a low value (less than PLN 10,000);
    • using a single discount rate with respect to a portfolio of leases having similar characteristics;
    • excluding initial direct costs from the measurement of the right-of-use asset at the date of initial application, except in the case of perpetual usufruct of land;
    • using hindsight to determine the lease term if the lease includes a renewal or termination option.

The discount rates applied by the Group to leases recognised as at January 1st 2019 in connection with the implementation of IFRS 16 are as follows: 4.84% in the case of perpetual usufruct rights to land, 3.34% in the case of other leases denominated in PLN, and 1.7% in the case of leases denominated in EUR.

The Group applies the following methodology to determine the incremental borrowing rate:

  • for perpetual usufruct rights to land based on the yield on 30-year treasury bonds plus an appropriate margin;
  • for other right-of-use assets based on the market interest rate for long-term corporate credit facilities advanced to the Grupa Azoty Group.

Effect of implementation of IFRS 16 on the financial statements

The effect of implementation of IFRS 16 as at January 1st 2019 is presented below.

Amount
Future minimum lease payments under operating leases, disclosed in the financial
statements prepared as at December 31st 2018 (disclosure
in accordance with IAS 17) 420,469
Future minimum lease payments under perpetual usufruct rights to land as at
December 31st 2018, not included above
528,702
Any other future minimum lease payments not recognised in the financial statements
as at December 31st 2018 under IAS 17, but recognised for the purposes of IFRS 16
17,913
Total all future lease payments as at December 31st 2018 967,084
Exemptions from recognition requirements under IFRS 16 – short-term leases (-) (19,098)
Exemption from recognition requirements under IFRS 16 – low-value leases (-) (405)
Change due to change in charges for perpetual usufruct rights to land 21,345
Other (-/+) 1,501
Future lease payments under operating leases recognised in accordance with IFRS 16
as at January 1st 2019 970,427
Discount (544,258)
Additional lease liabilities recognised as at January 1st 2019 426,169
Finance lease liabilities under IAS 17 as at December 31st 2018 25,181
Lease liabilities as at January 1st 2019 451,350

Interim report of Grupa Azoty for H1 2019 Interim condensed consolidated financial statements for the six months ended June 30th 2019 (all amounts in PLN '000 unless indicated otherwise)

Presentation changes related to the implementation of IFRS 16 are set out below.

Dec 31 2018* Impact of change Jan 1 2019
Non-current assets
Property, plant and equipment 7,665,639 (18,614) 7,647,025
Perpetual usufruct of land 470,178 (470,178) -
Right-of-use assets - 903,235 903,235
Total non-current assets 9,886,441 414,443 10,300,884
Assets held for sale 9,050 11,726 20,776
Total current assets 4,274,028 11,726 4,285,754
Total assets 14,160,469 426,169 14,586,638

* Data before restatement related to final accounting for the acquisition price of COMPO EXPERT in accordance with the published report for 2018.

Dec 31 2018* Presentation
changes
Dec 31 2018*
restated
Impact of
change
Jan 1 2019
Liabilities
Lease liabilities - 16,806 16,806 383,193 399,999
Other financial
liabilities
38,736 (16,806) 21,930 - 21,930
Total non-current
liabilities
3,556,776 - 3,556,776 383,193 3,939,969
Lease liabilities - 8,866 8,866 42,976 51,842
Other financial
liabilities
198,138 (8,866) 189,272 - 189,272
Total current liabilities 3,275,467 - 3,275,467 42,976 3,318,443
Total liabilities 6,832,243 - 6,832,243 426,169 7,258,412
Total equity and
liabilities
14,160,469 - 14,160,469 426,169 14,586,638

* Data before restatement related to final accounting for the acquisition price of COMPO EXPERT in accordance with the published report for 2018.

For more information on the effect of the amendments to IFRS 16 on the financial statements for the first half of 2019, see Notes 3 and 12 in Selected notes and supplementary information.

b) Other standards and interpretations

The following standards effective as of 2019 have no material impact on the Company's operations or its financial reporting:

  • IFRIC 23 Uncertainty over Income Tax Treatments (issued on June 7th 2017) effective for annual periods beginning on or after January 1st 2019;
  • Amendments to IFRS 9 Prepayment Features with Negative Compensation (issued on October 12th 2017) – effective for annual periods beginning on or after January 1st 2019;
  • Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures (issued on October 12th 2017) – effective for annual periods beginning on or after January 1st 2019;
  • Amendments to IAS 19 Plan Amendment, Curtailment or Settlement (issued on February 7th 2018) – effective for annual periods beginning on or after January 1st 2019;
  • Amendments to IFRS introduced as part of the Annual Improvements to IFRS 2015–2017 Cycle (issued on December 12th 2017) − effective for annual periods beginning on or after January 1st 2019;

The standards and interpretations which have been issued but are not yet effective as they have not been endorsed by the EU or have been endorsed but the Group has not elected to apply them early:

IFRS 14 Regulatory Deferral Accounts (issued on January 30th 2014) − pursuant to the European Commission's decision, the process leading to the approval of a preliminary version of the standard will not be initiated until the issue of its final version (not endorsed by the EU by the date of authorisation of these financial statements for issue) – effective for annual periods beginning on or after January 1st 2016;

  • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (issued on September 11th 2014) − work leading to endorsement of the amendments was deferred by the EU for an indefinite period − effective date was deferred by the IASB for an indefinite period;
  • IFRS 17 Insurance Contracts (issued on May 18th 2017) not endorsed by the EU as at the date of authorisation of these financial statements for issue – effective for annual periods beginning on or after January 1st 2021;
  • Amendments to References to the Conceptual Framework in International Financial Reporting Standards (issued on March 29th 2018) − not endorsed by the EU as at the date of authorisation of these financial statements for issue – effective for annual periods beginning on or after January 1st 2020;
  • Amendments to IFRS 3 Business Combinations (published on October 22nd 2018) not endorsed by the EU as at the date of authorisation of these financial statements for issue – effective for annual periods beginning on or after January 1st 2020;
  • Amendments to IAS 1 and IAS 8: Definition of materiality (published on October 31st 2018) not endorsed by the EU as at the date of authorisation of these financial statements for issue – effective for annual periods beginning on or after January 1st 2020.

c) Corrections of errors or comparative data presentation

No errors requiring corrections regarding previous financial years were identified in the reporting period.

As described in section 1.3 of these financial statements, in the reporting period the Group finally accounted for the acquisition of COMPO EXPERT's assets and liabilities. As a result of the fair value measurement of assets performed by external expert appraisers, there were changes to the values determined in preliminary accounting for the acquisition as at November 28th 2018 as well as to the result for the period November 28th−December 31st 2018.

For the above reasons, in accordance with IFRS 3, comparative data for previous periods were restated, as presented in the tables below:

Correction 1 – recognition of the effect of final accounting for the acquisition price of COMPO EXPERT.

Correction 2 – conversion of new values which are the effect of final accounting for the acquisition price of COMPO EXPERT.

Adjustment 3 – adjustment to depreciation of property, plant and equipment and amortisation of intangible assets and deferred tax effect resulting from the final accounting for the acquisition price of COMPO EXPERT.

Consolidated statement of profit or loss and other comprehensive income

for the period
Jan 1−
Dec 31 2018
published
Correction 1 Correction 2 Correction 3 for the period
Jan 1−
Dec 31 2018
restated
Profit/loss
Revenue 9,998,967 - - - 9,998,967
Cost of sales (8,406,424) - - 153 (8,406,271)
Gross profit 1,592,543 - - 153 1,592,696
Selling and distribution expenses (658,602) - - (658,602)
Administrative expenses (812,368) - - (812,368)
Other income 49,604 - - 49,604
Other expenses (90,186) - - (90,186)
Operating profit 80,991 - - 153 81,144
Finance income 55,057 - - - 55,057
Finance costs (108,740) - - - (108,740)
Net finance income/(costs) (53,683) - - - (53,683)
Share of profit of equity-accounted investees 13,092 - - - 13,092
Profit before tax 40,400 - - 153 40,553
Income tax (32,750) - - (43) (32,793)
Net profit 7,650 - - 110 7,760
Other comprehensive income
Items that will not be reclassified to profit or loss
Actuarial losses from defined benefit plans (19,428) - - - (19,428)
Tax on items that will not be reclassified to profit or loss 3,633 - - - 3,633
(15,795) - - - (15,795)

Interim report of Grupa Azoty for H1 2019 Interim condensed consolidated financial statements for the six months ended June 30th 2019 (all amounts in PLN '000 unless indicated otherwise)

for the period
Jan 1−
Dec 31 2018
published
Correction 1 Correction 2 Correction 3 for the period
Jan 1−
Dec 31 2018
restated
Items that are or may be reclassified to profit or loss
Cash flow hedging –
effective portion of change in fair value
(16,724) - - - (16,724)
Translation reserve 3,561 - 1,225 - 4,786
Tax on items that are or may be reclassified to profit or loss 3,178 - - 3,178
(9,985) - 1,225 - (8,760)
Total other comprehensive income (25,780) - 1,225 - (24,555)
Comprehensive income for the year (18,130) - 1,225 110 (16,795)
Net profit attributable to:
Owners of the Parent 9,759 - - 110 9,869
Non-controlling interests (2,109) - - - (2,109)
Comprehensive income for the year attributable to:
Owners of the Parent (15,074) - 1,225 110 (13,739)
Non-controlling interests (3,056) - - - (3,056)
Earnings per share:
Basic (PLN) 0.10 - - 0.10
Diluted (PLN) 0.10 - - 0.10

Consolidated statement of financial position

as at
Dec 31
2018
published
Correction 1 Correction 2 Correction 3 as at
Dec 31 2018
restated
Assets
Non-current assets
Property, plant and equipment 7,665,639 90,347 202 883 7,757,071
Perpetual usufruct of land 470,178 - - - 470,178
Investment property 43,799 - - - 43,799
Intangible assets 763,064 285,488 639 (730) 1,048,461
Goodwill 581,436 (270,778) 622 - 311,280
Shares 9,113 - - - 9,113
Equity-accounted investees 89,496 - - - 89,496
Other financial assets 2,377 - - - 2,377
Other receivables 185,397 - - - 185,397
Deferred tax assets 75,579 - - - 75,579
Other assets 363 - - - 363
Total non-current assets 9,886,441 105,057 1,463 153 9,993,114
Current assets
Inventories 1,503,897 1,124 3 - 1,505,024
Property rights 261,767 - - 261,767
Derivative financial instruments 2,017 - - - 2,017
Other financial assets 15,061 - - - 15,061
Current tax assets 67,217 - - - 67,217
Trade and other receivables 1,553,909 (2,252) (5) - 1,551,652
Cash and cash equivalents 846,532 - - - 846,532
Other assets 14,578 - - - 14,578
Assets held for sale 9,050 - - - 9,050
Total current assets 4,274,028 (1,128) (2) - 4,272,898
Total assets 14,160,469 103,929 1,461 153 14,266,012

Interim report of Grupa Azoty for H1 2019

Interim condensed consolidated financial statements for the six months ended June 30th 2019 (all amounts in PLN '000 unless indicated otherwise)

as at
Dec 31 2018
published
Correction 1 Correction 2 Correction 3 as at
Dec 31 2018
restated
Equity and liabilities
Equity
Share capital 495,977 - - - 495,977
Share premium 2,418,270 - - - 2,418,270
Hedging reserve 1,861 - - - 1,861
Translation reserve 3,166 (1,602) 1,225 - 2,789
Retained earnings, including: 3,783,764 - 110 3,783,874
Net profit for the year 9,759 - 110 9,869
Equity attributable to owners of the Parent 6,703,038 (1,602) 1,225 110 6,702,771
Non-controlling interests 625,188 - - - 625,188
Total equity 7,328,226 (1,602) 1,225 110 7,327,959
Liabilities - - -
Borrowings 2,488,353 - - - 2,488,353
Other financial liabilities 38,736 - - - 38,736
Employee benefit obligations 394,677 - - - 394,677
Trade and other payables 12,446 - - - 12,446
Provisions 143,772 - - - 143,772
Government grants received 136,002 - - - 136,002
Deferred tax liabilities 342,790 105,531 236 43 448,600
Total non-current liabilities 3,556,776 105,531 236 43 3,662,586
Borrowings 362,620 - - - 362,620
Derivative financial instruments 188 - - 188
Other financial liabilities 198,138 - - - 198,138
Employee benefit obligations 45,630 - - - 45,630
Current tax liabilities 18,178 - - - 18,178
Trade and other payables 2,598,289 - - - 2,598,289
Provisions 44,425 - - - 44,425
Government grants received 7,999 - - - 7,999
Total current liabilities 3,275,467 - - - 3,275,467
Total liabilities 6,832,243 105,531 236 43 6,938,053
Total equity and liabilities 14,160,469 103,929 1,461 153 14,266,012

d) Changes in estimates

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 estimates affects both the current period and the future periods. There were no corrections of errors in the reporting period. In H1 2019, the Parent changed the estimates concerning calculation of the income tax asset relating to its operations in the special economic zone (SEZ). The change resulted from the experience gathered in accounting for operations in the SEZ, taking into account margins in setting transfer prices used for tax accounting purposes, and also from updating market and financial plans and extending the period of the tax projection for operations in the SEZ from three to five years. These factors had a partially offsetting effect, therefore the amount of tax assets related to operations in the SEZ as at June 30th 2019 was reduced by PLN 4.4m relative to December 31st 2018.

3. Selected notes and supplementary information

3.1. Notes

Business segment reporting

Operating segments

The 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:

  • Agro Fertilizers segment comprises the manufacturing and marketing of the following products:
    • o Speciality (fertilizing/fertilizer) products (liquid fertilizers for foliar feeding and fertigation, biostimulants, SRF and CRF fertilizers for precise fertilization, dedicated NPK fertilizers),
    • o Nitrogen fertilizers (solid: nitro-chalk, ammonium nitrate, urea; liquid: RSM® ureaammonium nitrate solution),
    • o Nitrogen fertilizers with sulfur (solid: ammonium sulfate, ammonium sulfonitrite, ureaammonium sulfate, calcium nitrate with sulfur; liquid: RSMS® – urea-ammonium nitrate solution, urea-ammonium sulfate solution),
    • o Compound fertilizers (NPK: Polifoski® and Amofoski®; NP: DAP),
    • o Nitrogen fertilizers,
    • o Ammonia,
    • o Technical-grade and concentrated nitric acid,
    • o Industrial gases;
  • Plastics segment comprises the manufacturing and marketing of the following products:
    • o caprolactam (an intermediate product used to manufacture polyamide 6 (PA6),
    • o Natural engineering plastics (PA 6, POM polyacetal),
    • o Modified plastics (PA 6, PA66, POM, PPC polypropylene, PPH, PBT– polybutylene terephthalate),
    • o Plastic products (PA pipes, PE pipes, polyamide casings);
  • Chemicals segment comprises the manufacturing and marketing of the following products:
    • o Melamine,
    • o OXO products (OXO alcohols, plasticizers),
    • o Sulfur,
    • o Titanium white,
    • o Iron sulfate,
    • o Solutions based on urea and ammonia;
  • Energy segment includes the production of energy carriers (electricity, heat, water, process and instrument air, nitrogen) for the purposes of chemical units and, to a lesser extent, for resale (mainly of electricity) to external customers. As part of its operations, the segment also purchases and distributes natural gas for process needs;
  • Other Activities segment comprises the remaining activities:

Operating segments

Operating segments' revenue, expenses and financial results for the six months ended June 30th 2019 (unaudited)

Agro Other
Fertilizers Plastics Chemicals Energy Activities Total
External revenue 3,668,992 790,562 1,434,120 125,606 83,229 6,102,509
Intersegment revenue 1,136,088 187,611 491,772 1,457,390 432,162 3,705,023
Total revenue 4,805,080 978,173 1,925,892 1,582,996 515,391 9,807,532
Operating expenses, including: (-) (4,353,413) (929,345) (1,801,857) (1,594,167) (560,591) (9,239,373)
selling and distribution expenses (-) (337,619) (34,035) (84,948) (328) (613) (457,543)
administrative expenses (-) (189,954) (71,886) (92,491) (9,036) (63,535) (426,902)
Other income 11,070 697 2,321 5,878 8,691 28,657
Other expenses (-) (3,934) (1,482) (15,349) (15,179) (25,384) (61,328)
Segment's EBIT* 458,803 48,043 111,007 (20,472) (61,893) 535,488
Finance income - - - - - 13,301
Finance costs (-) - - - - - (43,741)
Share of profit of equity-accounted investees - - - - - 6,127
Profit before tax - - - - - 511,175
Income tax - - - - - (116,221)
Net profit - - - - - 394,954
EBIT 458,803 48,043 111,007 (20,472) (61,893) 535,488
Depreciation and amortisation 161,935 33,045 56,207 56,425 52,264 359,876
Unallocated depreciation and amortisation - - - - - 45,573
EBITDA 620,738 81,088 167,214 35,953 (9,629) 940,937

* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.

Operating segments' revenue, expenses and financial results for the six months ended June 30th 2018 (unaudited)
--------------------- --------------------------------------------------------------------------------------------- -- -- --
Agro Other
Fertilizers Plastics Chemicals Energy Activities Total
External revenue 2,316,928 831,251 1,514,250 140,669 73,931 4,877,029
Intersegment revenue 1,208,227 181,766 473,986 1,434,422 442,886 3,741,287
Total revenue 3,525,155 1,013,017 1,988,236 1,575,091 516,817 8,618,316
Operating expenses, including: (-) (3,520,473) (922,193) (1,828,028) (1,578,448) (553,857) (8,402,999)
selling and distribution expenses (-) (187,398) (34,149) (87,848) (205) (560) (310,160)
administrative expenses (-) (151,762) (63,290) (92,840) (9,325) (65,188) (382,405)
Other income 3,193 920 2,252 4,533 13,432 24,330
Other expenses (-) (12,010) (375) (1,486) (4,312) (25,009) (43,192)
Segment's EBIT* (4,135) 91,369 160,974 (3,136) (48,617) 196,455
Finance income - - - - 48,163
Finance costs (-) - - - - - (84,145)
Share of profit
of equity-accounted investees
- - - - - 7,191
Profit before tax - - - - - 167,664
Income tax - - - - (43,191)
Net profit - - - - - 124,473
EBIT (4,135) 91,369 160,974 (3,136) (48,617) 196,455
Depreciation and amortisation 104,121 28,774 56,809 55,557 44,286 289,547
Unallocated depreciation and amortisation - - - - - 42,938
EBITDA 99,986 120,143 217,783 52,421 (4,331) 528,940

* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.

Operating segments' revenue, expenses and financial results for the three months ended June 30th 2019 (unaudited)
--------------------- -- -- ----------------------------------------------------------------------------------------------- --
Agro Other
Fertilizers Plastics Chemicals Energy Activities Total
External revenue 1,571,948 381,191 681,681 59,193 43,612 2,737,625
Intersegment revenue 501,517 91,960 218,336 665,622 232,009 1,709,444
Total revenue 2,073,465 473,151 900,017 724,815 275,621 4,447,069
Operating expenses, including: (-) (1,955,128) (463,190) (849,047) (732,228) (289,055) (4,288,648)
selling and distribution expenses (-) (160,053) (16,644) (44,137) (298) (656) (221,788)
administrative expenses (-) (96,938) (41,409) (48,621) (4,818) (32,302) (224,088)
Other income 8,436 339 394 1,439 3,745 14,353
Other expenses (-) (182) (779) (14,702) (11,503) (18,207) (45,373)
Segment's EBIT* 126,591 9,521 36,662 (17,477) (27,896) 127,401
Finance income - - - - - 7,453
Finance costs (-) - - - - - (25,967)
Share of profit of equity-accounted investees - - - - - 3,233
Profit before tax - - - - - 112,120
Income tax - - - - - (40,038)
Net profit - - - - - 72,082
EBIT 126,591 9,521 36,662 (17,477) (27,896) 127,401
Depreciation and amortisation 82,351 17,358 28,175 28,254 26,141 182,279
Unallocated depreciation and amortisation - - - - - 22,863
EBITDA 208,942 26,879 64,837 10,777 (1,755) 332,543

* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.

Operating segments' revenue, expenses and financial results for the three months ended June 30th 2018 (unaudited)

Agro Other
Fertilizers Plastics Chemicals Energy Activities Total
External revenue 1,104,489 420,245 745,401 57,786 52,006 2,379,927
Intersegment revenue 608,907 92,263 255,249 716,993 246,006 1,919,418
Total revenue 1,713,396 512,508 1,000,650 774,779 298,012 4,299,345
Operating expenses, including: (-) (1,825,378) (467,082) (938,176) (785,630) (308,791) (4,325,057)
selling and distribution expenses (-) (101,233) (17,890) (41,936) (135) (456) (161,650)
administrative expenses (-) (78,218) (32,923) (47,615) (4,616) (34,098) (197,470)
Other income 1,808 331 868 2,895 7,039 12,941
Other expenses (-) (10,479) (370) (759) (2,222) (15,374) (29,204)
Segment's EBIT* (120,653) 45,387 62,583 (10,178) (19,114) (41,975)
Finance income - - - - - 42,050
Finance costs (-) - - - - - (72,227)
Share of profit of equity-accounted investees - - - - - 3,296
Profit before tax - - - - (68,856)
Income tax - - - - - 5,351
Net loss - - - - - (63,505)
EBIT (120,653) 45,387 62,583 (10,178) (19,114) (41,975)
Depreciation and amortisation 52,473 14,705 28,513 28,220 22,268 146,179
Unallocated depreciation and amortisation - - - - - 21,493
EBITDA (68,180) 60,092 91,096 18,042 3,154 125,697

* EBIT is calculated as operating profit (loss) as disclosed in the statement of profit or loss.

Operating segments' assets and liabilities as at June 30th 2019 (unaudited)

Agro Other
Fertilizers Plastics Chemicals Energy Activities Total
Segment's assets 6,213,029 1,415,928 1,656,087 1,818,035 1,374,583 12,477,662
Unallocated assets - - - - - 2,067,788
Investments in associates - - - - - 82,501
Total assets 6,213,029 1,415,928 1,656,087 1,818,035 1,374,583 14,627,951
Segment's liabilities 2,230,840 242,332 275,164 657,389 294,578 3,700,303
Unallocated liabilities - - - - - 3,220,786
Total liabilities 2,230,840 242,332 275,164 657,389 294,578 6,921,089

Operating segments' assets and liabilities as at December 31st 2018 (restated)

Agro Other
Fertilizers Plastics Chemicals Energy Activities Total
Segment's assets 5,595,657 1,286,042 1,620,134 1,873,204 1,344,933 11,719,970
Unallocated assets - - - - - 2,456,546
Investments in associates - - - - - 89,496
Total assets 5,595,657 1,286,042 1,620,134 1,873,204 1,344,933 14,266,012
Segment's liabilities 2,212,290 239,834 258,229 806,055 388,871 3,905,279
Unallocated liabilities - - - - - 3,032,774
Total liabilities 2,212,290 239,834 258,229 806,055 388,871 6,938,053

Other segmental information for the six months ended June 30th 2019 (unaudited)

Agro Other
Fertilizers Plastics Chemicals Energy Activities Total
Expenditure on property, plant and equipment 170,780 39,179 46,093 39,188 38,599 333,839
Expenditure on intangible assets 3,688 507 24 14,581 18,800
Unallocated expenditure 33,241
Total expenditure 174,468 39,179 46,600 39,212 53,180 385,880
Segment's depreciation and amortisation 161,935 33,045 56,207 56,425 52,264 359,876
Unallocated depreciation and amortisation - - - - - 45,573
Total depreciation and amortisation 161,935 33,045 56,207 56,425 52,264 405,449

Other segmental information for the six months ended June 30th 2018 (unaudited)

Agro Other
Fertilizers Plastics Chemicals Energy Activities Total
Expenditure on property, plant and equipment 180,535 28,127 51,116 49,899 61,827 371,504
Expenditure on investment property - - - - 143 143
Expenditure on intangible assets 673 2 224 178 18,584 19,661
Unallocated expenditure - - - - - 32,382
Total expenditure 181,208 28,129 51,340 50,077 80,554 423,690
Segment's depreciation and amortisation 104,121 28,774 56,809 55,557 44,286 289,547
Unallocated depreciation and amortisation - - - - - 42,938
Total depreciation and amortisation 104,121 28,774 56,809 55,557 44,286 332,485

Geographical areas

Revenue split by geographical areas is determined based on the location of customers.

Revenue

for the period
Jan 1−
Jun 30 2019
for the period
Jan 1−
Jun 30 2018
for the period
Apr 1−
Jun 30 2019
for the period
Apr 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
Poland 2,942,678 2,560,325 1,258,473 1,216,380
Germany 478,559 429,313 218,295 222,038
Other EU countries 1,751,325 1,410,275 804,623 696,797
Asia 243,867 103,751 123,968 42,839
South America 152,283 86,114 80,159 79,654
Other countries 533,797 287,251 252,107 122,219
Total 6,102,509 4,877,029 2,737,625 2,379,927

No single trading partner accounted for more than 10% of revenue in H1 2019 or H1 2018.

Note 1 Revenue from contracts with customers

for the period
Jan 1−
Jun 30 2019
for the period
Jan 1−
Jun 30 2018
for the period
Apr 1−
Jun 30 2019
for the period
Apr 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
Revenue from sale of
products and services
Revenue from sale of
5,976,361 4,727,053 2,676,390 2,303,903
merchandise and materials 118,146 142,293 59,068 72,335
Revenue from sale of
property rights
Revenue from sale of
6,132 7,683 297 3,689
licences 1,870 - 1,870 -
6,102,509 4,877,029 2,737,625 2,379,927

The Group reported a year-on-year revenue growth as a result of consolidation of COMPO EXPERT as of November 26th 2018. The revenue growth was also driven by higher product prices.

The table below presents COMPO EXPERT results for H1 2019.

All figures in PLN
'000.
Revenue 868,114
Cost of sales (811,590)
Other income 4,601
Other expenses (1,917)
Operating profit (EBIT) 59,208
Finance income 6,329
Finance costs (12,667)
Profit before tax 52,870
Net profit 37,553

For a detailed description of the policies on recognition of revenue from contracts with customers, see the consolidated financial statements prepared as at December 31st 2018.

for the period Jan 1 – Jun 30 2019 (unaudited)

Other
Fertilizers Plastics Chemicals Energy Activities Total
unaudited unaudited unaudited unaudited unaudited unaudited
Main product lines
Revenue from sale of
products and services
Revenue from sale of
3,601,145 790,002 1,412,741 98,716 73,757 5,976,361
merchandise and
materials
Revenue from sale of
65,977 395 21,379 20,923 9,472 118,146
property rights
Revenue from sale of
- 165 - 5,967 - 6,132
licences 1,870 - - - - 1,870
Total 3,668,992 790,562 1,434,120 125,606 83,229 6,102,509
Geographical regions
Poland 2,062,308 100,254 577,973 125,606 76,537 2,942,678
Germany 245,232 86,481 146,248 - 598 478,559
Other EU countries 770,724 422,385 553,872 - 4,344 1,751,325
Asia 137,928 105,493 446 - - 243,867
South America 133,025 12,199 7,059 - - 152,283
Other countries 319,775 63,750 148,522 - 1,750 533,797
Total 3,668,992 790,562 1,434,120 125,606 83,229 6,102,509

for the period Jan 1 – Jun 30 2018 (unaudited)

Other
Fertilizers Plastics Chemicals Energy Activities Total
unaudited unaudited unaudited unaudited unaudited unaudited
Main product lines
Revenue from sale of
products and services
Revenue from sale of
merchandise and
2,243,774 831,250 1,501,247 87,555 63,227 4,727,053
materials
Revenue from sale of
72,979 1 12,705 45,905 10,703 142,293
property rights 60 - 298 7,324 1 7,683
Total 2,316,813 831,251 1,514,250 140,784 73,931 4,877,029
Geographical regions
Poland 1,570,960 99,001 681,765 140,782 67,817 2,560,325
Germany 157,525 128,872 142,316 - 600 429,313
Other EU countries 434,854 454,328 516,576 2 4,515 1,410,275
Asia 1,078 100,346 1,978 - 349 103,751
South America 64,881 8,089 13,144 - - 86,114
Other countries 87,516 40,615 158,471 - 650 287,251
Total 2,316,813 831,251 1,514,250 140,784 73,931 4,877,029

Note 2 Operating expenses

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Apr 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Depreciation and
amortisation
403,490 331,358 204,142 167,488
Raw materials and
consumables used 3,354,697 2,906,061 1,507,695 1,423,597
Services 551,499 445,179 274,789 234,063
Taxes and charges 187,614 169,444 82,456 82,574
Remuneration 699,174 572,974 358,927 294,716
Social security and other
employee benefits 183,066 151,050 94,835 77,090
Other expenses 81,715 56,634 49,765 33,151
Costs by nature of expense 5,461,255 4,632,700 2,572,609 2,312,679
Change in inventories of
finished goods (+/-) 34,440 (39,311) (8,917) 59,895
Work performed by the
entity and capitalised (-)
Selling and distribution
(57,272) (56,953) (36,897) (31,580)
expenses (-) (457,543) (310,160) (221,788) (161,650)
Administrative expenses (-) (426,902) (382,405) (224,088) (197,470)
Cost of merchandise and
materials sold 95,927 125,276 52,409 64,645
Cost of sales 4,649,905 3,969,147 2,133,328 2,046,519
including excise duty 2,626 10,501 1,241 4,901

The year-on-year increase in costs was attributable to the consolidation of COMPO EXPERT as of November 26th 2018. The table presenting COMPO EXPERT results is presented in Note 1. Other factors which had a bearing on costs included lower gas prices, higher prices of CO2 emission allowances, higher employee salaries, implementation of IFRS 16, and higher costs of repair services.

Note 3 Reconciliation of lease costs

for the period
Jan 1−
Jun 30 2019
unaudited
Depreciation/amortisation of right-of-use assets (-)
(28,867)
Interest expense on lease liabilities (-) (7,765)
Costs associated with short-term leases
exempted from the scope of application of IFRS 16(-) (5,590)
Costs associated with leases of low value assets exempted from the scope
of application of IFRS 16(-) (70)
Costs associated with variable lease payments not accounted for
in the measurement of lease liabilities (-) (265)
Costs associated with variable lease payments,
not accounted for in the measurement of lease liabilities (-) (3,581)
Total (46,138)

Note 4 Other income

for the period
Jan 1−
for the period
Jan 1−
for the period
Apr 1−
for the period
Apr 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Gains on disposal of assets:
Gain on disposal of property,
plant and equipment
Gain on disposal of
174 762 (589) 190
intangible assets - 500 - 500
174 1,262 (589) 690
Reversed impairment losses
on:
Investment property - 11 - -
Other receivables 487 568 183 128
Other - 74 - 68
487 653 183 196
Other income:
Income from lease of
investment property 8,418 9,573 3,593 4,871
Received compensation 5,820 3,948 2,842 1,638
Provisions reversed 6,802 3,038 4,593 2,636
Government grants received 6,738 5,645 3,583 3,330
Other 218 211 148 (420)
27,996 22,415 14,759 12,055
28,657 24,330 14,353 12,941

The largest item of provisions reversed was partial reversal of the PLN 6,351 thousand provision recognised in 2018 for fines imposed due to Grupa Azoty PUŁAWY's CHP plant exceeding the permitted emission levels. Following an inspection, the Provincial Inspectorate for Environmental Protection in Lublin issued a decision imposing a PLN 4,852 thousand fine on Grupa Azoty PUŁAWY for excessive emissions.

Note 5 Other expenses

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Apr 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Recognised impairment losses
on:
Property, plant and
equipment 4,428 7,058 4,285 6,676
Intangible assets 126 776 126 439
Right-of-use assets 18,417 - 18,417 -
Other receivables 2,695 366 2,245 366
Other 549 106 539 106
26,215 8,306 25,612 7,587
Other expenses:
Investment property
maintenance costs 5,743 4,974 2,718 2,179
Fines and compensations 2,525 3,126 1,384 538
Plant outages 1,307 1,501 650 755
Failure recovery costs 4,809 4,342 2,447 3,041
Recognised provisions 14,691 12,929 12,174 9,226
Other (aggregated items) 6,038 8,014 388 5,878
35,113 34,886 19,761 21,617
61,328 43,192 45,373 29,204

The largest item of impairment losses was the impairment loss of PLN 21,988 thousand at Zakłady Azotowe Chorzów. For details, see Note 10 Property, plant and equipment.

Provisions recognised include in particular an increase in provisions for environmental protection following an update of assumptions for estimating the provisions, including a discount rate decrease. Significant items include:

  • PLN 7,383 thousand increase in the provision at Grupa Azoty Police,
  • PLN 1,918 thousand increase in the provision at the Parent.

Note 6 Finance income

for the period for the period for the period for the period
Jan 1−
Jun 30 2019
Jan 1−
Jun 30 2018
Apr 1−
Jun 30 2019
Apr 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
Interest income:
Interest on bank deposits 3,145 5,661 1,855 2,858
Interest on cash pooling
Interest on non-bank
350 699 26 323
borrowings 4 6 2 1
Interest on trade receivables 1,089 716 711 339
Other interest income 193 48 170 15
4,781 7,130 2,764 3,536
Profit from sale of financial
investments:
Profits from sale of financial
investments
- - (478) -
- - (478) -
Gains on measurement of
financial assets and liabilities:
Gains on measurement of
financial assets at fair value
through profit or loss
Gains on measurement of
financial liabilities at fair
171 168 (429) -
value through profit or loss 991 - 921 -
1,162 168 492 -
Other finance income:
Foreign exchange gains 4,386 35,586 3,254 34,592
Dividends received 653 296 653 296
Discounting of liabilities 47 41 25 41
Other finance income 2,272 4,942 743 3,585
7,358 40,865 4,675 38,514
13,301 48,163 7,453 42,050

Note 7 Finance costs

for the period
Jan 1−
for the period
Jan 1−
for the period
Apr 1−
for the period
Apr 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Interest expense:
Interest on bank borrowings
and overdraft facilities 24,994 16,634 12,613 8,325
Interest on cash pooling
Interest on non-bank
211 27 187 (190)
borrowings 2,098 2,565 1,545 1,275
Interest on lease liabilities 7,765 738 5,102 406
Factoring interest
Interest on receivables
848 15 643 9
discounting 566 508 62 234
Interest on trade payables 11 26 (68) 8
Interest on public charges 451 191 303 110
Other interest expense 2,809 3,037 2,731 2,978
39,753 23,741 23,118 13,155
Loss on sale of financial
investments:
Loss on sale of financial
investments
837 51,993 837 51,993
Loss on measurement of 837 51,993 837 51,993
financial assets and liabilities:
Loss on measurement of
financial assets at fair value
through profit or loss - 7,507 - 6,175
- 7,507 - 6,175
Other finance costs:
Unwind of discount on
provisions and loans 1,495 722 1,481 722
Other finance costs 1,656 182 531 182
3,151 904 2,012 904
43,741 84,145 25,967 72,227

Note 8 Income tax

for the period
Jan 1−
Jun 30 2019
for the period
Jan 1−
Jun 30 2018
for the period
Apr 1−
Jun 30 2019
for the period
Apr 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
Current income tax:
Current income tax expense
Adjustments to current
income tax for previous
96,093 27,437 28,353 (13,811)
years (244) (2,229) (244) (2,229)
95,849 25,208 28,109 (16,040)
Deferred income tax:
Deferred income tax
associated with origination
and reversal of temporary
differences 20,372 17,983 11,929 10,689
20,372 17,983 11,929 10,689
Income tax disclosed in the
statement of profit or loss
116,221 43,191 40,038 (5,351)

Note 8.1 Income tax disclosed in the statement of profit or loss

Note 8.2 Effective tax rate

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Apr 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Profit before tax 511,175 167,664 112,120 (68,856)
Tax calculated at the
applicable tax rate 97,121 31,856 21,301 (13,083)
Effect of tax rates in foreign
jurisdictions 6,140 (138) 3,007 (69)
Effect of tax-exempt income
(+/-) (4,195) (3,494) (4,195) (3,494)
Effect of non tax-deductible
expenses (+/-) 9,694 9,573 5,739 2,061
Tax effect of inclusion of
property, plant and
equipment into operations in
Special Economic Zone (+/-) 1,203 725 719 241
Tax effect of tax losses
deducted in the period (+/-) (7,602) 158 (7,602) 158
Recognition of state aid
deductible in future periods
(+/-) 3,263 (3,545) 4,425 (1,905)
Other (+/-) 10,597 8,056 16,644 10,740
Income tax disclosed in the
statement of profit or loss 116,221 43,191 40,038 (5,351)
Effective tax rate 22.7% 25.8% 35.7% 7.8%
for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Apr 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Tax on items that will not be
reclassified to profit or loss
(+/-) (2,468) (2,472) (2,468) (2,472)
Remeasurement of net
defined benefit
obligation/asset (2,468) (2,472) (2,468) (2,472)
Tax on items that are or may
be reclassified to profit or
loss (+/-) 1,533 (4,607) 1,575 (3,699)
Measurement of hedging
instruments through hedge
accounting 1,533 (4,607) 1,575 (3,699)
Income tax disclosed in other
comprehensive income (935) (7,079) (893) (6,171)

Note 8.3 Income tax disclosed in other comprehensive income

Note 8.4 Deferred tax assets and liabilities

Assets (-) Liabilities (+)
Dec 31 2018 Dec 31 2018
Jun 30 2019 restated Jun 30 2019 restated
Property, plant and equipment (94,077) (91,508) 402,398 407,987
Perpetual usufruct of land - (98) - 84,018
Right-of-use assets - - 136,982 -
Investment property (1,566) (1,540) 8,025 7,744
Intangible assets (3,893) (3,877) 249,305 259,677
Financial assets (5,671) (234) 12,362 12,283
Inventories and property rights (15,792) (13,699) 41,682 25,089
Trade and other receivables (6,441) (6,803) 88 1,202
Trade and other payables (106,469) (79,442) 1,067 1,183
Other assets (428) (402) 3 213
Employee benefits (100,346) (94,057) 625 623
Provisions (46,872) (44,517) 1,091 518
Borrowings (1,861) (198) 95 91
Other financial liabilities (13,311) (1,089) 204 432
Measurement of hedging instruments through hedge accounting - - 1,969 436
State aid deductible in future periods (51,670) (73,972) - -
Tax losses (10,525) (13,680) 17 -
Other (8,094) (3,379) 107 20
Deferred tax assets (-)/liabilities (+) (467,016) (428,495) 856,020 801,516
Offset 375,222 352,916 (375,222) (352,916)
Deferred tax assets (-)/liabilities (+) recognised in the statement of
financial position (91,794) (75,579) 480,798 448,600

Following the entry into force of IFRS 16 Leases, non-current assets in the form of the right to use land are presented in right-of-use assets.

Note 9 Earnings per share

Basic earnings per share were calculated based on net profit attributable to owners of the Parent and the weighted average number of shares outstanding in the reporting period. The amounts were determined as follows:

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Apr 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Net profit 362,782 123,638 68,006 (48,293)
Number of shares at
beginning of period 99,195,484 99,195,484 99,195,484 99,195,484
Number of shares at end of
period 99,195,484 99,195,484 99,195,484 99,195,484
Weighted average number
of shares in the period 99,195,484 99,195,484 99,195,484 99,195,484
Earnings per share:
Basic (PLN) 3.66 1.25 0.69 (0.49)
Diluted (PLN) 3.66 1.25 0.69 (0.49)

Diluted earnings per share

There are no potentially dilutive shares which would cause dilution of earnings per share.

Note 10 Property, plant and equipment

Carrying amount

as at
Jun 30 2019
as at
Dec 31 2018
restated*
unaudited audited
Land 59,151 57,453
Mineral deposits 12,982 14,087
Buildings and structures 2,595,901 2,598,368
Plant and equipment 3,605,946 3,707,568
Vehicles 119,204 140,731
Other property, plant and equipment 155,199 136,714
6,548,383 6,654,921
Property, plant and equipment under construction 1,192,965 1,102,150
7,741,348 7,757,071

* In accordance with the information provided in section 2.2.c

Property, plant and equipment by type

Land Mineral
deposits
Buildings
and
structures
Plant and
equipment
Vehicles Other
property,
plant
and
equipment
Property,
plant and
equipment
under
construction
Total
As at June 30th 2019
Gross carrying amount 60,770 49,009 3,905,304
(1,254,196
6,866,806 279,085 363,625 1,271,043 12,795,64
2
(4,701,198
Accumulated amortisation (-) - (3,495) ) (3,134,220) (114,320) (194,967) - )
Impairment (-) (1,619) (32,532) (55,207) (126,640) (45,561) (13,459) (78,078) (353,096)
Net carrying amount as at June 30th 2019
(unaudited)
59,151 12,982 2,595,901 3,605,946 119,204 155,199 1,192,965 7,741,34
8
As at December 31st 2018
Gross carrying amount 60,471 49,009 3,819,020
(1,155,882
6,842,057 311,153 319,565 1,180,257 12,581,53
2
(4,472,732
Accumulated amortisation (-) - (2,390) ) (3,007,494) (125,357) (181,609) - )
Impairment (-) (3,018) (32,532) (64,770) (126,995) (45,065) (1,242) (78,107) (351,729)
Net carrying
amount as at December 31st 2018
(audited) -
restated
57,453 14,087 2,598,368 3,707,568 140,731 136,714 1,102,150 7,757,07
1

In the six months ended June 30th 2019, the Group purchased property, plant and equipment with a value of PLN 598,421 thousand (six months ended June 30th 2018: PLN 710,467 thousand). In the six months ended June 30th 2019, the Group sold property, plant and equipment with a total value of PLN 939 thousand (six months ended June 30th 2018: PLN 547 thousand). Gain on disposal of property, plant and equipment is presented in Note 4. The note on property, plant and equipment is also influenced by movements in the EUR exchange rate. In the six months ended June 30th 2019, exchange differences resulted in a PLN 6,357 thousand decrease in property, plant and equipment (six months ended June 30th 2018: PLN 3,874 thousand increase in property, plant and equipment).

Impairment testing

As at June 30th 2019, the trigger referred to in paragraph 12d of IAS 36 Impairment of Assets occurred with respect to the entire Group – the carrying amount of the Group's net assets was higher than its market capitalisation. Therefore, the Parent and its subsidiaries updated their impairment tests as at the reporting date, taking into account the current performance forecasts for 2019.

The test results showed no need to recognise impairment losses.

On the other hand, an impairment test at Zakłady Azotowe Chorzów showed the need to recognise impairment losses of PLN 21,988 thousand on the following non-current assets:

  • property, plant and equipment PLN 2,970 thousand;
  • right-of-use assets PLN 18,417 thousand;
  • intangible assets PLN 124 thousand;
  • investment property PLN 477 thousand.

Interim report of Grupa Azoty for H1 2019 Interim condensed consolidated financial statements for the six months ended June 30th 2019 (all amounts in PLN '000 unless indicated otherwise)

Item Parent Grupa Azoty Puławy Grupa Azoty Police
Identification of CGU Fertilizers
Plastics
Agro
Chemicals
Fertilizers
Pigments
Recognition of impairment loss None None None
Reversal of impairment loss None None None
Nominal weighted average cost
of capital (WACC) (%)
6.77 7.01 6.77
Key assumptions Unlimited duration of the CGU.
Prices of key raw materials were assumed based on
market prices in the forecast period.
EBITDA margin for the Plastics segment: 2019 –
8.0%; 2020 –
10.7%; 2021 –
10.5%; 2022

9.6%;
2023

12.2%.
EBITDA margin for the Fertilizers segment: 2019 –
16.1%; 2020 –
13.4%; 2021 –
13.6%; 2022 –
11.6%;
2023 –
15.3%.
Other assets and related costs were allocated to the
core segments indirectly. The cost ratios were
determined to by the most rational allocation ratios
for corporate assets,
The growth rate in the residual period was
assumed at 2.3%.
The Company reviewed the validity of the
assumptions adopted for the impairment tests
performed as at December 31st 2018 and found
that:

the adopted strategy and the key assumptions
did not change;

the H1 2019 financial performance and the
financial performance projected for H2 2019 is
better than that adopted for the tests;

the risk-free interest rate is lower.
Considering the above, in the Management Board's
opinion the estimated recoverable amounts
resulting from the tests performed as at December
31st 2018 remain valid as at June 30th 2019.
In the case of the Fertilizers CGU, the forecast
period was assumed to end by 2042. For the
Pigments segment, forecasts with residual values
were adopted. The corporate assets shared by
both CGUs, recorded within the Support and
Administration functions, were allocated to the
CGUs on an indirect basis.
It was concluded that the most reasonable way of
allocating the corporate-level assets and liabilities
was the cost basis.
The key assumptions for cash flow projections
beyond 2020 were consistent with those adopted to
carry out the test as at December 31st 2018.
However, the first period of the projection was
updated and, given the date as at which the test
was performed (end of the first half of the year), it
only covered the current projection for the second
half of 2019, and updated working capital ratios
were taken into account.
A long-term growth rate of 2.3% was assumed to
determine the residual value.
Value in use Fertilizers –
PLN 1,157,769 thousand
Plastics

PLN 1,204,446 thousand
Agro –
PLN 6,734,788 thousand
Chemicals –
PLN 1,272,048 thousand
Fertilizers –
PLN 1,403,816 thousand
Pigments –
PLN 341,512 thousand

Sensitivity analysis of the performed tests for the Parent showed that no impairment losses need to be recognised on:

  • the Fertilizers CGU if EBITDA decreases by no more than 17.0% or WACC increases to no more than 7.77%.
  • the Plastics CGU of EBITDA decreases by no more than 10.8% or WACC increases to no more than 7.38%.

Sensitivity analyses of the performed tests show that Grupa Azoty PUŁAWY does not need to recognise impairment losses in the Agro segment in the event of an EBITDA decrease by no more than 56% or WACC discount rate increase to no more than 18.71%, and in the Chemicals segment – in the event of an EBITDA decrease by no more than 1% or no increase in the WACC discount rate above the level assumed for testing purposes, i.e. 7.01%.

It was found that with regard to Grupa Azoty POLICE the value in use would not fall below the carrying amount if the WACC discount rate (nominal net) increased to no more than 8.05 % for the Fertilizers CGU and to no more than 6.94% for the Pigments CGU.

Item COMPO EXPERT Zakłady Azotowe Chorzów
Identification of CGU Fertilizers Other activities
Recognition of impairment loss NO YES
Reversal of impairment loss NO NO
Nominal weighted average cost
of capital (WACC) (%)
6.77 6.36
(including specific risks 2.7)
Key assumptions Financial projections were based on a long-term plan prepared by the Goat
TopCo Management Board for 2019–2026, taking into account the residual
value.
A long-term growth rate of 1.9% was assumed to determine the residual value
(eurozone inflation forecast).
Unlimited duration of the CGU.
The test was prepared based on 2019 constant prices
and an updated 2019 budget, approved by the Supervisory Board of ZACH on
June 17th 2019. The forecast for 2020–2027 was based on 2019 data adjusted
for an estimated revenue growth of 5% in the following years.
EBITDA margin for the Other Activities CGU:
H2 2019: 10.0%; the following years: from 2.4% in 2020 to 8.8% in 2027.
All assets not associated with
the Organic Production Division CGU are allocated to Other Activities.
The growth rate in the residual period was assumed at 0%.
Value in use Group total: EUR 404.1m
(PLN 1,718,233 thousand)
Other Activities CGU: PLN 32,442 thousand

Sensitivity analyses of the performed tests show that COMPO EXPERT does not need to recognise impairment losses in the event of an EBITDA decrease by no more than 1.62% or WACC increase to no more than 6.9%.

As regards Zakłady Azotowe CHORZÓW, the sensitivity analysis of the performed tests indicates that no impairment would have to be recognised for the Other Activities CGU if EBITDA increased by approximately 50% or if WACC decreased by 2 pp, i.e. to or below 4.36%.

The subsidiary PDH Polska S.A. monitors the projected profitability of the Polimery Police project using a financial model developed in cooperation with a financial adviser. The key assumptions developed for the purposes of the financial model, including technological assumptions and market forecasts, are based on independent studies, such as technical documentation provided by recognised engineering companies (including technology licensors) and market advisor reports on prices of raw materials and products. In H1 2019, a number of key assumptions of the financial model were revised. The revisions included:

  • update of the project's capex based on the bid submitted by the general contractor selected in the tender procedure and the opex parameters that followed from the bid,
  • update of the electricity price path based on a market report on electricity,
  • update of the polypropylene, propane and ethylene price paths by the market advisor to the financing institutions,
  • commercial strategy modifications.

At the same time, the Management Board expects to secure the financing necessary to implement the project in accordance with the schedule adopted in the financial model. In connection with the updated positive results yielded by the financial model, which are treated by PDH Polska S.A. as a recoverable amount estimate in the asset impairment test, the conclusion that the assets of the Polimery Police project are not impaired was maintained. As at June 30th 2019, the Polimery Police project/CGU Polimery included non-current assets, such as expenditure on property, plant and equipment under construction, intangible assets under construction, advance payments for property, plant and equipment and intangible assets, perpetual usufruct rights, and capitalised borrowing costs.

For the purposes of the impairment test, the value of the investment in the Polimery Police project was estimated based on the following key assumptions:

  • a 35-year period of project operation, beginning from the production unit start-up scheduled for Q2 2022, without taking into account the residual value,
  • the total project budget equivalent to EUR 1.5bn,
  • maintaining the currently planned schedule, nature and amount of financing.

Note 11 Intangible assets Carrying amount

as at
Jun 30 2019
as at
Dec 31 2018
restated*
unaudited audited
Trade marks 269,073 271,108
Corporate logo 138,358 160,677
Customer portfolio 348,155 367,911
Patents and licences 89,918 94,425
Software 28,556 30,021
Development costs 1,826 2,425
Other intangible assets 56,956 66,319
932,842 992,886
Intangible assets under construction 73,950 55,575
1,006,792 1,048,461

* In accordance with the information provided in section 2.2.c

Note 12 Right-of-use assets Carrying amount

as at
Jun 30 2019
unaudited
Perpetual usufruct of land 662,464
Land 386
Buildings and structures 44,335
Plant and equipment 118,675
Vehicles 50,443
Other fixtures and fittings, tools and equipment 1,080
877,383
Right-of-use assets under construction 40
877,423

Net carrying amount of right-of-use assets

Perpetual
usufruct of
land
Land Buildings
and
structures
Plant and
equipment
Vehicles Other
fixtures and
fittings,
tools and
equipment
Right-of-use
assets
under
construction
Total
Net carrying amount as at December 31st 2018 - - - - - - - -
Effect of implementation of IFRS 16, including:
Value of assets disclosed as at Dec 31 2018 as
688,250 487 43,385 126,285 43,612 1,216 - 903,235
finance leases in accordance with IAS 17 - - 787 5,284 12,041 502 - 18,614
On-balance-sheet perpetual usufruct of land as
at Dec 31 2018 470,178 - - - - - 470,178
Increases due to the implementation of IFRS 16 218,072 487 42,598 121,001 31,571 714 - 414,443
Net carrying amount as at December 1st 2019 688,250 487 43,385 126,285 43,612 1,216 - 903,235
Increase, including: 316 - 5,461 4,941 16,276 23 400 27,417
Increases due to execution of new agreements 193 5,454 4,891 10,471 21 376 21,406
Increases due to execution of new agreements
(transfer from right-of-use assets under
construction) - - 1 50 5,805 - - 5,856
Other 123 - 6 - - 2 24 155
Decrease, including:(-) (26,102) (101) (4,511) (12,551) (9,445) (159) (360) (53,229)
Depreciation and amortisation (4,832) (70) (4,268) (11,753) (7,793) (151) - (28,867)
Decrease due to placement in service (from
right-of-use assets under construction) - - - - - - (360) (360)
Decrease due to translation of exchange
differences
- - (139) (63) (68) (8) - (278)
Recognition of impairment loss (18,368) (31) - - (18) - - (18,417)
Other decrease (2,902) - (104) (735) (1,566) - - (5,307)
Net carrying amount as at June 30th 2019 662,464 386 44,335 118,675 50,443 1,080 40 877,423

Note 13 Cash and cash equivalents

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Cash in hand 715 589
Bank balances in PLN 158,625 391,706
Bank balances in foreign currencies
(translated to PLN)
142,177 151,460
Bank deposits − up to 3 months 242,835 302,166
Other bank deposits 4,486 482
Other 1,775 129
550,613 846,532
Cash and cash equivalents in the statement of financial
position 550,613 846,532
Cash and cash equivalents in the statement of cash flows 550,613 846,532

Note14 Borrowings

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Bank borrowings 2,567,042 2,739,456
Non-bank borrowings 99,597 111,517
2,666,639 2,850,973
including
Long-term 2,401,830 2,488,353
Short-term 264,809 362,620
2,666,639 2,850,973

Maturities and currencies of borrowings

As at June 30th 2019 (unaudited)

Currency Reference
rate
Amount as at the
reporting date
Up to 1
year
1−2 years 2−5 years Over 5
years
in foreign
currency
in PLN
PLN variable /
fixed
1,049,513 1,049,513 52,382 43,856 152,961 800,314
variable /
EUR fixed 401,617 1,613,473 208,774 99,121 368,929 936,649
USD fixed 622 2,322 2,322 - - -
BRL fixed 1,362 1,331 1,331 - - -
2,666,639 264,809 142,977 521,890 1,736,963
Currency Reference
rate
Amount as at the
reporting date
Up to 1
year
1−2 years 2−5 years Over 5
years
in foreign
currency
in PLN
PLN variable /
fixed
1,070,499 1,070,499 51,191 44,810 154,715 819,783
variable /
EUR fixed 415,171 1,778,521 309,476 100,496 367,602 1,000,947
USD fixed 300 1,127 1,127 - - -
BRL fixed 853 826 826 - - -
2,850,973 362,620 145,306 522,317 1,820,730

As at December 31st 2018 (audited)

The Group's financing is based on variable and fixed interest rates. The variable interest rate is based on the WIBOR or EURIBOR reference rate plus a bank's margin.

As at June 30th 2019, the Group had access to credit limits of approximately PLN 3,255m (December 31st 2018: PLN 3,082m).

Note 15 Employee benefit obligations

as at
Jun 30 2019
as at
Dec 31 2018
Unaudited audited
Pension benefit obligations 196,028 177,656
Jubilee benefit obligations 231,595 213,123
Pensioner Social Fund benefit obligations 19,894 22,425
Other obligations 26,881 27,103
474,398 440,307
including
Long-term 425,565 394,677
Short-term 48,833 45,630
474,398 440,307

The increase in employee benefit obligations follows from changes in actuarial assumptions and a lower discount rate (2.39%) (December 31st 2018: 3.0%).

Note 16 Provisions

as at
Jun 30 2019
as at
Dec 31 2018
Unaudited audited
Provision for litigation 6,977 8,171
Provision for environmental protection, including site
restoration 139,328 130,484
Provision for demolition of mercury electrolysis facilities 9,526 9,002
Other provisions 33,096 40,540
188,927 188,197
including
Long-term 157,492 143,772
Short-term 31,435 44,425
188,927 188,197

The provision for litigations relates mainly to employee matters at Grupa Azoty POLICE (PLN 3,321 thousand).

Other provisions include provisions for decommissioning of idle process units, property ordering, and potential losses, including penalties related to operating activities. The largest items are:

  • PLN 7,175 thousand in provisions for environmental penalties at Grupa Azoty PUŁAWY;
  • PLN 4,299 thousand provision for decommissioning of an idle unit at Grupa Azoty SIARKOPOL;
  • PLN 3,210 thousand provision for the costs of removal and disposal of waste;
  • PLN 1,016 thousand provision for a complaint at COMPO EKSPERT.

Note 17 Other material changes in the statement of financial position

Following the final accounting for the acquisition of COMPO EXPERT, referred to in section 1.3, adjustments were made to the goodwill as at December 31st 2018. As at June 30th 2019, COMPO EXPERT's goodwill was PLN 275,700 thousand (December 31st 2018: PLN 278,812 thousand).

The PLN 197,172 thousand increase in property rights was mainly attributable to higher prices of CO2 emission allowances, which also led to a rise in short-term grants, recognised to account for CO2 emission allowances allocated free of charge.

The PLN 46,839 thousand increase in trade and other receivables was attributable to longer periods of collection of payments for fertilizers sold off-season.

The PLN 596,104 thousand decrease in trade and other payables was attributable to the settlement of the provision for 2018 CO2 emission allowances and lower trade payables in respect of gas purchases reflecting lower gas consumption as a result of planned maintenance shutdowns and a plant failure at Grupa Azoty POLICE.

The PLN 86,194 thousand increase in other financial liabilities was attributable to the Group's use of reverse factoring.

Note 18 Financial instruments

Categories of financial instruments

Financial assets

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
At fair value through profit or loss 3,405 2,017
At amortised cost 1,815,423 2,045,855
At fair value through other comprehensive income 22,447 16,374
1,841,275 2,064,246
Recognised in the statement of financial position as:
Derivative financial instruments 3,405 2,017
Shares 9,113 9,113
Trade and other receivables 1,177,507 1,189,146
Cash and cash equivalents 550,613 846,532
Other financial assets 100,637 17,438
1,841,275 2,064,246

Financial liabilities

as at as at
Jun 30 2019 Dec 31 2018
unaudited audited
At fair value through profit or loss 15 188
At amortised cost 4,719,896 4,882,266
4,719,911 4,882,454
Recognised in the statement of financial position as:
Long-term borrowings 2,401,830 2,488,353
Short-term borrowings 264,809 362,620
Derivative financial instruments - 188
Trade and other payables 1,323,309 1,794,419
Other non-current financial liabilities 401,178 38,736
Other current financial liabilities 328,785 198,138
4,719,911 4,882,454

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is exposed to credit risk principally in connection with its trade receivables, short-term bank deposits, bank accounts, and cash pooling.

Trade receivables

The credit risk structure of trade receivables by the Group's product groups is presented in the table below:

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Agro Fertilizers 639,857 576,439
Plastics 219,760 171,286
Chemicals 317,129 343,204
Energy 36,205 28,263
Other Activities 30,895 16,678
1,243,846 1,135,870

The Group's trade receivables from third parties are in the first place insured under a global trade credit insurance policy, which limits the Group's credit risk exposure to the deductible amount (i.e. 5–10% of the amount of insured receivables). The policy ensures that customers' financial condition is monitored on an ongoing basis and enables debt recovery when required. Upon a customer's actual or legal insolvency, the Company receives compensation equal to 90–95% of the amount of the insured receivables.

A part of the Group's trade receivables from third parties, not covered by the policy, is secured with letters of credit and guarantees or other forms of security acceptable to the Group.

Trade credit limit is granted primarily on the basis of the insurance company's decision, but also taking into account positive trading history with the customer and the customer's creditworthiness (assessed based on business intelligence reports), financial statements and payment history.

If there is no positive history of trading between the Group and a customer, or where transactions are occasional and the credit limit cannot be insured, the customer is required to make a prepayment or provide security.

Credit risk exposure is defined as the total of unpaid receivables, monitored on an ongoing basis by the Group's internal financial staff (individually for each trading partner) and, if a receivable is insured, also by insurance companies' credit analysts.

Fair value of financial instruments

Detailed information on the fair value of financial instruments whose fair value can be estimated is presented below:

  • Cash and cash equivalents, short-term bank deposits and short-term bank borrowings. Carrying amounts of these instruments approximate their fair values because of their short maturities.
  • Trade and other receivables, trade payables. Carrying amounts of these instruments approximate their fair values due to their short-term nature.
  • Long-term variable-rate borrowings. Carrying amounts of these instruments approximate their fair values due to the variable nature of their interest rates.
  • Long-term fixed-rate borrowings. Carrying amount of these instruments is PLN 714,083 thousand, and their fair value is approximately PLN 721,315 thousand (Level 2 in the fair value hierarchy).
  • Foreign currency derivatives the carrying amounts of these instruments are equal to their fair values.
  • Financial assets available for sale. The carrying amounts of these instruments are equal to their fair values.

The table below presents Grupa Azoty's financial instruments, carried at fair value, by levels in the fair value hierarchy, as at June 30th 2019:

Hierarchy level (unaudited) Level 1 Level 2 Level 3
Financial assets at fair value, including:
at fair value through profit or loss 152 3,253 -
measured at fair value through other
comprehensive income - - 22,447
152 3,253 22,447

The table below presents Grupa Azoty's financial instruments, carried at fair value, by levels in the fair value hierarchy, as at December 31st 2018:

Hierarchy level (audited) Level 1 Level 2 Level 3
Financial assets at fair value, including:
at fair value through profit or loss - 2,017 -
measured at fair value through other
comprehensive income - - 16,374
- 2,017 16,374

There were no transfers between the levels in H1 2019 or in 2018.

The fair value hierarchy presented in the tables above is as follows:

Level 1 – price quoted in an active market for the same asset or liability,

Level 2 – values based on inputs other than quoted Level 1 prices that are either directly or indirectly observable or determined on the basis of market data,

Level 3 – values based on input data that are not based on observable market data.

The fair value of financial instruments presented in Level 2, i.e. foreign currency contracts, is determined on the basis of a valuation carried out by banks with which the transactions have been made. The valuations are verified by discounting the expected cash flows from the contracts at market interest rates effective as at the reporting date.

The fair value of financial instruments presented in Level 3 is determined as follows:

  • The fair value of short-term trade receivables which are or may be disposed of under factoring agreements is presented by the Group as financial assets measured at fair value through other comprehensive income. In the Group's opinion, the fair values of these assets do not materially differ from their carrying amounts due to their short maturities. The PLN 6,073 thousand increase in these receivables as at June 30th 2019 was attributable to higher sales to the trading partners whose receivables are subject to factoring arrangements.
  • The fair value of the shares in Tarnowskie Wodociągi (equity investment) was measured using the discounted cash flow (DCF) method based on the assumptions of the Long-Term Growth Forecast prepared by Tarnowskie Wodociągi for 2017–2022. As at June 30th 2019 and December 31st 2018, the fair value of these shares was PLN 6,464 thousand.

Derivative financial instruments and hedge accounting

The Group applies cash flow hedge accounting. The hedged item are highly probable future proceeds from sale transactions in the euro, which will be recognised in profit or loss in the period from July 2019 to September 2028. The hedging covers currency risk. The hedge are two euro-denominated credit facilities of:

1) EUR 118,053 thousand as at June 30th 2019 (December 31st 2018: EUR 118,053 thousand), repayable in the period from December 2018 to June 2025 in 14 equal half-yearly instalments of EUR 9,081 thousand each;

2) EUR 50,000 thousand as at June 30th 2019 (December 31st 2018: EUR 50,000 thousand), repayable from March 2021 to September 2028 in 15 equal half-yearly instalments of EUR 3,333 thousand each.

As at June 30th 2019, the carrying amount of both these credit facilities was PLN 714,083 thousand (December 31st 2018: PLN 722,087 thousand). The hedging reserve as at June 30th 2019 includes PLN 10,364 thousand (December 31st 2018: PLN 2,297 thousand) on account of the effective hedge. In H1 2019, the Company did not reclassify any hedge accounting amounts from other comprehensive income to the statement of profit or loss.

Note 19 Contingent liabilities, contingent assets and guarantees

Contingent assets

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Contingent receivables 30,814 30,595

As at the reporting date, contingent receivables comprised primarily receivables related to the claim raised against Ciech S.A. for payment of PLN 18,864 thousand for breach of the warranties made by Ciech S.A. in the agreement for purchase of shares in GZNF Fosfory Sp. z o.o. (a subsidiary of Grupa Azoty PUŁAWY). On October 30th 2012, Grupa Azoty PUŁAWY filed a suit with the Regional Court in Warsaw. The case is pending.

Contingent liabilities and guarantees/sureties

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Guarantees 444 760
Other contingent liabilities 30,079 30,483
30,523 31,243

As at June 30th 2019, there were no major changes in contingent assets and liabilities relative to disclosures made in the full-year consolidated financial statements.

Contingent liabilities related to the Polimery Police project

The agreement of May 11th 2019 between PDH Polska S.A. and Hyundai Engineering Co., Ltd ("Hyundai") contains provisions on contingent liability of PDH Polska. If PDH Polska S.A. fails to issue a full notice to proceed within four months from the commencement date, that is from August 1st 2019, each party will have the right to rescind the agreement with immediate effect. In such a case, PDH Polska S.A. will pay Hyundai the portion of the fee due for the documentation, deliveries and work delivered and received, and will reimburse the documented and reasonable costs of purchase of equipment and materials ordered but not yet delivered to the construction site, to the extent that Hyundai cannot cancel an order without incurring any costs. PDH Polska S.A. will also reimburse Hyundai for all other reasonable and documented costs accepted by PDH Polska S.A., incurred by Hyundai or which Hyundai is obliged to incur as a result of the rescission. The amount of remuneration to be paid to Hyundai and the amount of all reasonable and documented costs to be reimbursed to Hyundai will not exceed 30,000 thousand EUR.

Note 20 Related-party transactions

Trade transactions with associates Trade transactions

Receivable
Revenue s Purchases Liabilities
In the six months ended June 30th
2019 and as at that date (unaudited)
Related parties of Grupa Azoty
POLICE
4,499 13,206 3,738 1,501
Related parties of Grupa Azoty
PUŁAWY
108 792 7,013 906
4,607 13,998 10,751 2,407
Revenue Purchases
In the six months ended June 30th 2018 (unaudited)
Related parties of Grupa Azoty POLICE 3,976 4,524
Related parties of Grupa Azoty PUŁAWY 112 8,976
4,088 13,500

Trade transactions with associates and jointly-controlled entities Trade transactions

Receivables Liabilities
As at December 31st 2018 (audited)
Related parties of Grupa Azoty POLICE 642 1,201
Related parties of Grupa Azoty PUŁAWY 24 1,028
666 2,229

Other transactions

Other
income
In the six months ended June 30th 2019 (unaudited)
Related parties of Grupa Azoty PUŁAWY 2
2
Other
income
Other
expenses
Finance
income
Finance
costs
In the six months ended June 30th
2018 (unaudited)
Related parties of Grupa Azoty
POLICE
- - - 7
Related parties of Grupa Azoty
PUŁAWY
25 - 100 -
25 - 100 7

Remuneration of the Parent's Management Board members for holding office at the Group

for the period
from Jan 1 to
Jun 30 2019
for the period
from Jan 1 to
Jun 30 2018
Short-term benefits* 4,411* 2,335
Termination benefits - 185
4,411 2,520

*Short-term benefits for H1 2019 include provisions for potential bonuses.

Remuneration of the Parent's Supervisory Board members for holding office at the Company

for the period for the period
Jan 1− from Jan 1 to
Jun 30 2019 Jun 30 2018
Short-term benefits 1,047 1,043

During the six months ended June 30th 2019, the 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.

Loans granted to related parties

In H1 2019, the Parent granted loans for a total amount of PLN 40,260 thousand, all to Grupa Azoty KĘDZIERZYN (in 2018 it granted loans of PLN 43,976 thousand to Grupa Azoty KĘDZIERZYN and PLN 40,000 to Grupa Azoty POLICE).

In H1 2019 the Company received timely repayments of loans previously granted, in the amount of PLN 26,491 thousand, including PLN 6,000 thousand from Grupa Azoty POLICE and PLN 20,491 thousand from Grupa Azoty KĘDZIERZYN (2018: PLN 70,707 thousand, including PLN 26,000 thousand from Grupa Azoty POLICE and PLN 44,707 thousand from Grupa Azoty KĘDZIERZYN).

Transactions with owners

The Parent has a credit facility with the EBRD. As at June 30th 2019, the Company had two loans from the EBRD, for a total amount of PLN 239,561 thousand (December 31st 2018: PLN 250,436 thousand).

Note 21 Investment commitments

In the period ended June 30th 2019, the Group signed contracts for new investment projects and for continuation of ongoing projects. The projects involve mainly the provision of chemical, construction, mechanical and electrical services, design services, and project supervision. The estimated value of these liabilities was PLN 668,412 thousand (December 31st 2018: PLN 557,030 thousand).

The largest capital commitments are as follows:

as at as at
Jun 30 2019 Dec 31 2018
PDH propylene plant 190,840 63,340
Construction of nitric acid units 166,000 176,407
Construction of a new draft cooling tower for the lactam
department 11,357 -
Upgrade of partial combustion unit at Ammonia
Department 13,897 28,454
Upgrade of the synthesis gas compression unit supplying
the Ammonia Plant 32,493 39,228

Interim report of Grupa Azoty for H1 2019 Interim condensed consolidated financial statements for the six months ended June 30th 2019 (all amounts in PLN '000 unless indicated otherwise)

Bringing the oleum storage facilities into compliance with
the applicable regulations 9,904 10,688
Upgrade of steam generator 65,000 71,643
Humic acid pilot production unit 16,591 4,482
Upgrade of the ammonia condensation unit at the
Ammonia Department Cooling Centre 12,775 -

Note 22 Accounting estimates and assumptions

Changes in impairment losses on property, plant and equipment

for the period
Jan 1−
Jun 30 2019
for the period
Jan 1−
Jun 30 2018
for the period
Apr 1−
Jun 30 2019
for the period
Apr 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
At beginning of period 351,730 343,418 348,811 343,427
Effect of acquisition of
companies
- 43 - -
Recognised 4,428 7,050 4,285 6,668
Reversed (-) - (383) - (26)
Used (-) (3,062) (360) - (301)
At end of period 353,096 349,768 353,096 349,768

Changes in inventory write-downs

for the period
Jan 1−
Jun 30 2019
for the period
Jan 1−
Jun 30 2018
for the period
Apr 1−
Jun 30 2019
for the period
Apr 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
At beginning of period 48,739 44,472 44,995 47,182
Effect of acquisition of
companies
- 7 - -
Recognised 14,199 16,844 10,491 10,941
Reversed (-) (3,877) (3,310) (3,157) (2,932)
Used (-) (13,029) (7,845) (6,297) (5,023)
Exchange differences (20) (20) -
At end of period 46,012 50,168 46,012 50,168

Changes in impairment losses on receivables

for the period
Jan 1−
for the period
Jan 1−
for the period
Apr 1−
for the period
Apr 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
At beginning of period 82,290 98,045 82,741 96,326
Recognised 20,289 14,208 17,319 12,081
Reversed (-) (4,353) (9,981) (1,973) (8,386)
Used (-) (2,871) (6,645) (2,732) (4,394)
Exchange differences 86 - 86
At end of period 95,441 95,627 95,441 95,627

In H1 2019, Grupa Azoty Police recognised an impairment loss of PLN 9,770 thousand in connection with a contractual penalty for late completion of an investment project. Due to the disputed nature of the receivable, the impairment loss was recognised for the full amount of the penalty. The statement of profit or loss presents the net amount of the above receivable, i.e. the charged penalty amount less the impairment loss.

3.2. Events after the reporting period that could affect financial results in the future

Provision of surety

By August 2nd 2019, the Parent and Grupa Azoty POLICE provided a surety for the liabilities of PDH Polska S.A., an indirect subsidiary, under the Polimery Police investment project, for up to EUR 10,340 thousand (the Parent) and EUR 11,660 thousand (Grupa Azoty POLICE) for the benefit of the general contractor executing the project, Hyundai Engineering Co., Ltd, with its registered office at 75 Yulgok-ro, Jongno-gu, Seoul, 03058, South Korea.

Production line failure

On July 8th 2019, the Parent announced a force majeure event with respect to PA6 supplies. Following an unexpected defect on one of the polyamide 6 (PA6) production lines.

The failure has affected the existing PA6 production capacity and thus the product supplies to customers. Steps have been taken to minimise the effect of the event on production processes and to resume the supply of contracted product volumes as soon as possible.

Grupa Azoty POLICE's secondary public offering resumed

On August 26th 2019, the Management Board of Grupa Azoty POLICE decided to resume the secondary public offering of shares in Grupa Azoty POLICE and passed a resolution to increase Grupa Azoty POLICE's share capital through the issue of new shares with pre-emptive rights and amend Grupa Azoty POLICE's Articles of Association, concurrently repealing the previous resolution of the Grupa Azoty POLICE Management Board of March 4th 2019 to increase Grupa Azoty POLICE's share capital through the issue of new shares with pre-emptive rights and amend Grupa Azoty POLICE's Articles of Association. The proposed share capital increase will be effected through a secondary public offering for an amount not higher than PLN 1,100,000 thousand, addressed to existing shareholders (preemptive rights). The proposed share capital increase should be effected by the end of 2019. Proceeds from the share issue will be used to support the implementation of the Grupa Azoty Group's strategy for the coming years, in particular to diversify revenue streams and increase profitability, and to step up the efforts to expand the non-fertilizer business lines, with the Polimery Police project, carried out by the special purpose vehicle PDH Polska S.A., representing the principal part of those efforts.

3.3. Dividend

On June 27th 2019, the Company's Annual General Meeting passed a resolution to allocate the entire amount of the Parent's net profit for the financial year 2018, of PLN 171,064 thousand, to the Company's reserve funds.

3.4. Seasonality of operations

Seasonality of operations is seen mainly in the markets for mineral fertilizers.

Mineral fertilizers

The first half of each year is a period of increased field work activity in the agricultural sector, preceded by increased demand for means of agricultural production (including mineral fertilizers). The Group follows a policy of mitigating seasonality through optimum volume allocation:

  • As part of all-year supplies to the distribution network, and
  • By partial sales of products on geographical markets with different seasonality patterns.

Titanium white market

Because of its chief application (as a component of paints and varnishes), titanium white is a seasonal product used in structural construction. The demand for titanium white depends on the situation on the application markets, especially the construction market. It usually starts to rise at the end of the first quarter and falls as the construction season ends in autumn.

In the case of other Grupa Azoty Group's products, seasonality does not have a material effect on the Group's performance as they represent a small proportion of total output.

The interim condensed consolidated financial statements for the six months ended June 30th 2019 contain 64 pages.

Signatures of members of the Management Board

Signed with qualified electronic signature ……………………………… Wojciech Wardacki, PhD Witold Szczypiński

President of the Management Board

Signed with qualified electronic signature ……………………………… Mariusz Grab Tomasz Hryniewicz

Signed with qualified electronic signature

……………………………… Grzegorz Kądzielawski, PhD Paweł Łapiński Vice President of the Management Board Vice President of the Management Board

Signed with qualified electronic signature

……………………………… Artur Kopeć Member of the Management Board Signed with qualified electronic signature

……………………………… Vice President of the Management Board, Director General

Signed with qualified electronic signature

……………………………… Vice President of the Management Board Vice President of the Management Board

Signed with qualified electronic signature

………………………………

Person responsible for maintaining accounting records

Signed with qualified electronic signature

……………………………… Piotr Kołodziej Head of the Corporate Finance Department

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