Quarterly Report • Sep 5, 2019
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
| 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 |
| 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) |
| 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) |
| 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
| 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
| 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 |
| 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 |
| 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 |
| 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 |
As at June 30th 2019, the Grupa Azoty Group (the "Group") comprised: Grupa Azoty S.A. (the Parent), direct subsidiaries:
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:
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:


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

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
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.
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.
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.
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%.
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.
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:
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%.
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
By way of resolutions of their respective General Meetings, dated June 13th 2019,
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:
The amendments are effective as of July 9th 2019.
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.
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:
The fair value of property, plant and equipment was measured at PLN 495m.
The fair value of inventories was measured at PLN 335m.
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.
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.
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.
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.
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.
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:
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)
| 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.
The following standards effective as of 2019 have no material impact on the Company's operations or its financial reporting:
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;
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.
| 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 |
| 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 |
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.
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:
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.
| 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.
| 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 |
| 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 |
| 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 |
Revenue split by geographical areas is determined based on the location of 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 | |
| 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.
| 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 |
| 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 |
| 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.
| 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) |
| 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.
| 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:
| 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 |
| 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 |
| 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) |
| 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) |
| 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.
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) |
There are no potentially dilutive shares which would cause dilution of earnings per share.
| 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
| 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).
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:
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:
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:
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:
| 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
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
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).
| 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%).
| 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:
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.
| 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 |
| 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 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.
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.
Detailed information on the fair value of financial instruments whose fair value can be estimated is presented below:
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 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.
| 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.
| 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.
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.
| 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 |
| 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 |
| 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.
| 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.
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).
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).
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 | - |
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 |
| 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 |
| 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.
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.
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.
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.
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.
Seasonality of operations is seen mainly in the markets for 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:
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.
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
………………………………
Signed with qualified electronic signature
……………………………… Piotr Kołodziej Head of the Corporate Finance Department
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