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Grupa Azoty S.A.

Quarterly Report Sep 5, 2019

5631_rns_2019-09-05_949d7a80-6d46-4352-b56c-35e3369ca930.pdf

Quarterly Report

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

Contents

Interim condensed separate statement of profit or loss and other comprehensive income 3
Interim condensed separate statement of financial position 5
Interim condensed separate statement of changes in equity7
Interim condensed separate statement of cash flows 8
Supplementary information to the interim condensed separate financial statements 10
1. Basis of preparation of the interim condensed separate financial statements 10
1.1.
Statement of compliance and general basis of preparation 10
1.2.
Accounting policy changes and correction of errors 11
2.
Selected notes and supplementary information 13
Business segment reporting 13
Note 1 Revenue from contracts with customers 19
Note 2 Operating expenses 20
Note 3 Reconciliation of lease costs 21
Note 4 Other income 21
Note 5 Other expenses 22
Note 6 Finance income 22
Note 7 Finance costs 23
Note 8 Income tax 24
Note 8.1 Income tax disclosed in the statement of profit or loss 24
Note 8.2 Effective tax rate 24
Note 8.3 Income tax disclosed in other comprehensive income 24
Note 8.4 Deferred tax assets and liabilities 26
Note 9 Property, plant and equipment 27
Note 10 Intangible assets 30
Note 11 Right-of-use assets 30
Note 12 Shares 32
Note 13 Trade and other receivables 33
Note 14 Cash 34
Note15 Borrowings 34
Note 16 Employee benefit obligations 36
Note 17 Provisions 37
Note 18 Other financial liabilities 39
Note 19 Trade and other payables 39
Note 20 Grants 40
Note 21 Other information 40
Note 22 Financial instruments 40
Note 23 Contingent liabilities, contingent assets and guarantees 44
Note 24 Related-party transactions 44
Note 25 Investment commitments 46
Note 26 Events after the reporting period 46

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

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Jan 1−
Note Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
Profit/loss unaudited unaudited unaudited unaudited
Revenue 1 1,016,443 906,538 458,297 430,128
Cost of sales 2 (801,171) (724,104) (388,127) (371,110)
Gross profit 215,272 182,434 70,170 59,018
Selling and distribution
expenses 2 (50,518) (45,608) (23,917) (22,233)
Administrative expenses 2 (85,990) (77,374) (45,367) (39,073)
Other income 4 7,337 5,725 3,115 3,004
Other expenses 5 (12,894) (10,742) (9,045) (5,797)
Operating profit/(loss) 73,207 54,435 (5,044) (5,081)
Finance income 6 60,487 105,730 54,407 99,852
Finance costs 7 (33,631) (24,883) (18,647) (14,570)
Net finance income 26,856 80,847 35,760 85,282
Profit before tax 100,063 135,282 30,716 80,201
Income tax 8 (17,774) (10,024) (5,526) (636)
Net profit 82,289 125,258 25,190 79,565
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
(6,054) (1,910) (6,054) (1,910)
loss 8 1,151 363 1,151 363
(4,903) (1,547) (4,903) (1,547)

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

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Jan 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
Tax on items that are or
may be reclassified to profit
8,067 (24,244) 8,286 (19,464)
or loss 8 (1,533) 4,607 (1,575) 3,699
6,534 (19,637) 6,711 (15,765)
Total other comprehensive
income 1,631 (21,184) 1,808 (17,312)
Comprehensive income for
the year 83,920 104,074 26,998 62,253
Earnings per share:
Basic (PLN) 0.83 1.26 0.25 0.80
Diluted (PLN) 0.83 1.26 0.25 0.80

Interim condensed separate statement of financial position

Note/
Section
as at
Jun 30 2019
as at
Dec 31 2018
restated*
unaudited audited
Assets
Non-current assets
Property, plant and equipment 9 1,644,102 1,650,232
Perpetual usufruct of land - 365
Right-of-use assets 11 43,119 -
Intangible assets 10 47,935 49,108
Investment property 15,332 15,885
Shares 12 5,022,471 5,012,908
Other financial assets 295,492 285,626
Other receivables 8,262 9,757
Deferred tax assets 10,012 10,277
Total non-current assets 7,086,725 7,034,158
Current assets
Inventories 275,233 246,106
Property rights 47,820 35,688
Derivative financial instruments 884 720
Other financial assets 51,297 47,340
Trade and other receivables 13 356,894 238,558
Cash and cash equivalents 14 819,895 1,000,980
Assets held for sale 95 95
Total current assets 1,552,118 1,569,487
Total assets 8,638,843 8,603,645
Note/
Sectio
n
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
Retained earnings, including: 1,949,466 1,872,080
Net profit for the year 82,289 171,064
Total equity 4,872,108 4,788,188
Liabilities
Borrowings 15 2,247,107 2,311,248
Lease liabilities 1.2 35,192 1,695
Other financial liabilities 18 18,726 21,930
Employee benefit obligations 16 58,032 51,289
Trade and other payables 19 32 32
Provisions 17 32,981 31,069
Government grants received 20 45,476 40,666
Total non-current liabilities 2,437,546 2,457,929
Borrowings 15 816,049 893,947
Lease liabilities 1.2 6,512 714
Other financial liabilities 18 168,468 103,122
Employee benefit obligations 16 4,520 3,511
Current tax liabilities 2,111 493
Trade and other payables 19 302,869 352,908
Provisions 17 1,211 1,205
Government grants received 20 27,449 1,628
Total current liabilities 1,329,189 1,357,528
Total liabilities 3,766,735 3,815,457
Total equity and liabilities 8,638,843 8,603,645

Interim condensed separate statement of financial position (continued)

* In accordance with the information provided in section 1.2 a.

Interim condensed separate statement of changes in equity

for the period ended June 30th 2019

Retained
Share capital Share premium Hedging reserve earnings Total equity
Balance as at January 1st 2019 495,977 2,418,270 1,861 1,872,080 4,788,188
Profit or loss and other comprehensive income
Net profit - - - 82,289 82,289
Other comprehensive income - - 6,534 (4,903) 1,631
Comprehensive income for the year - - 6,534 77,386 83,920
Balance as at June 30th 2019 (unaudited) 495,977 2,418,270 8,395 1,949,466 4,872,108
for the period ended June 30th 2018
Retained
Share capital Share premium Hedging reserve earnings Total equity
Balance as at January 1st 2018 495,977 2,418,270 15,407 1,828,096 4,757,750
Profit or loss and other comprehensive income
Net profit - - - 125,258 125,258
Other comprehensive income - - (19,637) (1,547) (21,184)
Comprehensive income for the year - - (19,637) 123,711 104,074
Transactions with owners, recognised directly in
equity
Dividends - - - (123,995) (123,995)
Total transactions with owners - - - (123,995) (123,995)
Balance as at June 30th 2018 (unaudited) 495,977 2,418,270 (4,230) 1,827,812 4,737,829

Interim condensed separate statement of cash flows

for the period for the period
Jan 1− Jan 1−
Jun 30 2019 Jun 30 2018
unaudited unaudited
Cash flows from operating activities
Profit before tax 100,063 135,282
Adjustments for: 34,165 (23,551)
Depreciation and amortisation 63,038 54,031
Impairment losses 735 190
Loss on investing activities 693 473
Interest, foreign exchange gains or losses 11,861 7,087
Dividends (41,953) (88,661)
Net change in fair value of financial assets at fair value
through profit or loss (209) 3,329
134,228 111,731
Increase in trade and other receivables (70,627) (90,063)
(Increase)/Decrease in inventories and property rights (41,258) 934
Decrease in trade and other payables (21,211) (7,064)
Increase/(Decrease) in provisions, accruals and
government grants 14,143 (14,127)
Other adjustments 167,667 (3,500)
Cash generated from operating activities 182,942 (2,089)
Income tax paid (16,273) (2,565)
Net cash from operating activities 166,669 (4,654)

Interim condensed separate statement of cash flows (continued)

for the period for the period
Jan 1−
Jun 30 2019
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 519 391
Acquisition of property, plant and equipment, intangible
assets and investment property (72,899) (84,499)
Dividend received - 81,822
Acquisition of other financial assets (9,638) (28,395)
Interest received 8,299 6,879
Loans advanced (40,260) (44,447)
Repayments of loans advanced 26,491 37,128
Other disbursements (961) (848)
Net cash from investing activities (88,449) (31,969)
Cash flows from financing activities
Proceeds from borrowings - 18,797
Repayment of borrowings (130,152) -
Interest paid (24,261) (25,485)
Payment of lease liabilities (3,110) (228)
Other cash (used in)/provided by financing activities (102,062) 35,365
Net cash from financing activities (259,585) 28,449
Total net cash flows (181,365) (8,174)
Cash and cash equivalents at beginning of period 1,000,980 572,711
Effect of exchange rate fluctuations on cash held 280 4,177
Cash and cash equivalents at end of period 819,895 568,714

Supplementary information to the interim condensed separate financial statements

1. Basis of preparation of the interim condensed separate financial statements

1.1. Statement of compliance and general basis of preparation

Grupa Azoty S.A. ("the Company") is a listed joint stock company with its registered office in Tarnów, Poland.

These interim condensed separate financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting. These interim condensed separate financial statements of the Company 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 separate statement of profit or loss and other comprehensive income as well as notes to the interim condensed separate 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 or audited by an auditor.

The Company is entered in the Register of Businesses in the National Court Register maintained by the District Court in Kraków, 12th Commercial Division of the National Court Register, under entry No. KRS 0000075450. The Company's REGON number for public statistics purposes is 850002268.

The Company has been established for an indefinite term.

Grupa Azoty's business includes in particular:

  • Manufacture of basic chemicals,
  • Manufacture of fertilizers and nitrogen compounds,
  • Manufacture of plastics and synthetic rubber in primary forms,
  • Manufacture of plastics.

These interim condensed separate financial statements of the Company for the six months ended June 30th 2019 were authorised for issue by the Management Board on September 4th 2019.

The Company has also prepared interim condensed consolidated financial statements for the six months ended June 30th 2019, which were authorised for issue by the Management Board on September 4th 2019.

These interim condensed financial statements do not include all the information and disclosures required in full-year financial statements and should be read in conjunction with the Company's financial statements for the year ended December 31st 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 separate financial statements are presented in thousands of złoty.

These interim condensed separate financial statements have been prepared on the assumption that the Company will continue as a going concern for the foreseeable future. As at the date of authorisation of these financial statements, no circumstances were identified which would indicate any threat to the Company continuing as a going concern.

1.2. Accounting policy changes and correction of errors

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

a) Implementation of IFRS 16 Leases

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

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

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

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

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

Effect on the Company accounting – the Company as a lessee

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

The discount rates applied by the Company 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 and 3.34% in the case of other leases denominated in PLN.

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

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

Effect of implementation of IFRS 16 on the financial statements

Effect of implementation of IFRS 16 on the financial statements
The effect of implementation of IFRS 16 as at January 1st 2019 is presented below.
Amount
Future minimum lease payments under operating leases, disclosed in the financial statements
prepared as at December 31st 2018 (disclosure in accordance with IAS 17)
22,557
Future minimum lease payments under perpetual usufruct rights to land as at December 31st 2018,
not included above
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
90,980
-
Total all future lease payments as at December 31st 2018 113,537
Exemptions from recognition requirements under IFRS 16 – short-term leases (-) (15,088)
Exemption from recognition requirements under IFRS 16 – low-value leases (-) -
Change due to change in charges for perpetual usufruct rights to land -
Other (-/+)
Future lease payments under operating leases recognised in accordance with IFRS 16 as at
January 1st 2019
3,608
102,057
Discount (65,009)
Additional lease liabilities recognised as at January 1st 2019 37,048
Finance lease liabilities under IAS 17 as at December 31st 2018 2,409
Lease liabilities as at January 1st 2019 39,457

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

Dec 31 2018 Impact of change Jan 1 2019
Non-current assets
Property, plant and equipment 1,650,232 (3,488) 1,646,744
Perpetual usufruct of land 365 (365) -
Right-of-use assets - 40,901 40,901
Other non-current assets 5,383,561 - 5,383,561
Total non-current assets 7,034,158 37,048 7,071,206
Total current assets 1,569,487 - 1,569,487
Total assets 8,603,645 37,048 8,640,693
Dec 31 2018 Presentation
changes
Dec 31 2018
restated
Impact of
change
Jan 1 2019
Liabilities
Lease liabilities - 1,695 1,695 32,687 34,382
Other financial liabilities 23,625 (1,695) 21,930 - 21,930
Other non-current liabilities 2,434,304 - 2,434,304 - 2,434,304
Total non-current liabilities 2,457,929 - 2,457,929 32,687 2,490,616
Lease liabilities - 714 714 4,361 5,075
Other financial liabilities 103,836 (714) 103,122 - 103,122
Other current liabilities 1,253,692 - 1,253,692 - 1,253,692
Total current liabilities 1,357,528 - 1,357,528 4,361 1,361,889
Total liabilities 3,815,457 - 3,815,457 37,048 3,852,505

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 11 in Selected notes and supplementary information.

b) Other standards and interpretations

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

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

Amendments to IFRS introduced as part of the Annual Improvements to IFRS 2015–2017 Cycle (issued on December 12th 2017) − effective for annual periods beginning on or after January 1st 2019;

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

  • IFRS 14 Regulatory Deferral Accounts (issued on January 30th 2014) − pursuant to the European Commission's decision, the process leading to the approval of a preliminary version of the standard will not be initiated until the issue of its final version (not endorsed by the EU by the date of authorisation of these financial statements for issue) – effective for annual periods beginning on or after January 1st 2016;
  • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (issued on September 11th 2014) − work leading to endorsement of the amendments was deferred by the EU for an indefinite period − effective date was deferred by the IASB for an indefinite period;
  • IFRS 17 Insurance Contracts (issued on May 18th 2017) not endorsed by the EU as at the date of authorisation of these financial statements for issue – effective for annual periods beginning on or after January 1st 2021;
  • Amendments to References to the Conceptual Framework in International Financial Reporting Standards (issued on March 29th 2018) − not endorsed by the EU as at the date of authorisation of these financial statements for issue – effective for annual periods beginning on or after January 1st 2020;
  • Amendments to IFRS 3 Business Combinations (published on October 22nd 2018) not endorsed by the EU as at the date of authorisation of these financial statements for issue – effective for annual periods beginning on or after January 1st 2020;

Amendments to IAS 1 and IAS 8: Definition of materiality (published on October 31st 2018) – not endorsed by the EU as at the date of authorisation of these financial statements for issue – effective for annual periods beginning on or after January 1st 2020.

c) Correction of errors and changes in estimates

A change in accounting estimates is recognised in the period in which the change is made or in current and future periods if the change in estimates affects both the current period and the future periods. There were no corrections of errors in the reporting period. In H1 2019, the Company 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.

2. Selected notes and supplementary information

Business segment reporting

Main categories of products, services, merchandise and materials sold by the Company:

Fertilizers segment: nitrogen fertilizers (calcium ammonium nitrate, ammonium nitrate), nitrogensulfur fertilizers (ammonium sulfate, ammonium sulfate nitrate), ammonia, concentrated nitric acid.

Plastics segment: manufacture and sale of caprolactam, engineering plastics (PA 6, POM) and their modifications, modified plastics (PPC, PPH, PBT, PA66), plastic products (PA tubes, PE tubes, polyamide casings).

Energy segment: production of energy carriers (electricity, heat, water, process and instrument air, nitrogen) for the purposes of chemical units and, to a lesser extent, for resale (mainly of electricity) to external customers. As part of its operations, the segment also purchases and distributes natural gas for process needs.

Other Activities segment comprises the remaining activities, including laboratory services, catalyst production (iron-chromium catalyst, copper catalysts, iron catalysts), property rental, and other activities which are not allocated to any of the segments specified above.

Operating segments

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

Agro Other
Fertilizers Plastics Energy Activities Total
External revenue 391,448 593,088 13,664 18,243 1,016,443
Intersegment revenue 125,260 142,105 264,313 19,948 551,626
Total revenue 516,708 735,193 277,977 38,191 1,568,069
Operating expenses, including: (-) (481,416) (694,810) (279,181) (33,898) (1,489,305)
selling and distribution expenses (-) (33,634) (16,313) (302) (269) (50,518)
administrative expenses (-) (35,383) (49,494) (614) (499) (85,990)
Other income 2,391 189 688 4,069 7,337
Other expenses (-) (2,184) (2,987) (2,374) (5,349) (12,894)
Segment's EBIT 35,499 37,585 (2,890) 3,013 73,207
Finance income - - - - 60,487
Finance costs (-) - - - - (33,631)
Profit before tax - - - - 100,063
Income tax - - - - (17,774)
Net profit - - - - 82,289
EBIT 35,499 37,585 (2,890) 3,013 73,207
Depreciation and amortisation 23,975 20,911 7,042 5,981 57,909
Unallocated depreciation and amortisation - - - - 5,129
EBITDA 59,474 58,496 4,152 8,994 136,245

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

** EBITDA is calculated as operating profit (loss) before depreciation and amortisation.

Operating segments' revenue, expenses and financial results for the six months ended June 30th 2018

Agro Other
Fertilizers Plastics Energy Activities Total
External revenue 299,538 567,515 21,444 18,041 906,538
Intersegment revenue 125,323 137,335 226,354 16,706 505,718
Total revenue 424,861 704,850 247,798 34,747 1,412,256
Operating expenses, including: (-) (449,746) (626,420) (245,996) (30,642) (1,352,804)
selling and distribution expenses (-) (29,981) (15,340) (82) (205) (45,608)
administrative expenses (-) (32,013) (43,690) (784) (887) (77,374)
Other income 948 19 606 4,152 5,725
Other expenses (-) (3,086) (1,992) (512) (5,152) (10,742)
Segment's EBIT (27,023) 76,457 1,896 3,105 54,435
Finance income - - - - 105,730
Finance costs (-) - - - - (24,883)
Profit before tax - - - - 135,282
Income tax - - - - (10,024)
Net profit - - - - 125,258
EBIT (27,023) 76,457 1,896 3,105 54,435
Depreciation and amortisation 20,122 17,778 7,084 5,516 50,500
Unallocated depreciation and amortisation - - - - 3,531
EBITDA (6,901) 94,235 8,980 8,621 108,466

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

** EBITDA is calculated as operating profit (loss) before depreciation and amortisation.

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

Agro Fertilizers Plastics Energy Other Activities Total
Segment's assets 735,138 999,594 306,945 198,702 2,240,379
Unallocated assets - - - - 6,398,464
Total assets 735,138 999,594 306,945 198,702 8,638,843
Segment's liabilities 108,263 188,393 117,950 91,217 505,823
Unallocated liabilities - - - - 3,260,912
Total liabilities 108,263 188,393 117,950 91,217 3,766,735

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

Agro Fertilizers Plastics Energy Other Activities Total
Segment's assets 704,239 909,400 313,248 173,493 2,100,380
Unallocated assets - - - - 6,503,265
Total assets 704,239 909,400 313,248 173,493 8,603,645
Segment's liabilities 77,107 170,431 146,929 56,460 450,927
Unallocated liabilities - - - - 3,364,530
Total liabilities 77,107 170,431 146,929 56,460 3,815,457

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

Agro Fertilizers Plastics Energy Other Activities Total
Expenditure on property,
plant and equipment
13,523 11,117 3,805 584 29,029
Unallocated expenditure - - - - 27,215
Total expenditure 13,523 11,117 3,805 584 56,244
Segment's depreciation and amortisation 23,975 20,911 7,042 5,981 57,909
Unallocated depreciation and amortisation - - - - 5,129
Total depreciation and amortisation 23,975 20,911 7,042 5,981 63,038

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

Agro Fertilizers Plastics Energy Other Activities Total
Expenditure on property, plant and equipment
Unallocated expenditure
Total expenditure
39,830 20,475 2,768 1,408 64,481
- - - - 25,411
39,830 20,475 2,768 1,408 89,892
Segment's depreciation and amortisation
Unallocated depreciation and amortisation
20,122 17,778 7,084 5,516 50,500
- - - - 3,531
Total depreciation and amortisation 20,122 17,778 7,084 5,516 54,031

Note 1 Revenue from contracts with customers

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Jan 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Revenue from sale of
products and services 985,001 888,401 437,670 420,555
Revenue from sale of
merchandise and materials 31,271 17,083 20,462 8,960
Revenue from sale of
property rights 171 1,054 165 613
1,016,443 906,538 458,297 430,128

For the period Jan 1–Jun 30 2019

Other
Fertilizers Plastics Energy Activities Total
unaudited unaudited unaudited unaudited unaudited
Main product lines
Revenue from sale of products and
services
Revenue from sale of merchandise and
391,448 565,841 10,378 17,334 985,001
materials - 27,082 3,280 909 31,271
Revenue from sale of property rights - 165 6 - 171
Total 391,448 593,088 13,664 18,243 1,016,443
Geographical regions
Poland 270,102 95,387 13,664 17,538 396,691
Germany 24,641 230,253 - 287 255,181
Other EU countries 35,563 211,091 - 2 246,656
Asia - 24,128 - - 24,128
South America 17,335 5,887 - - 23,222
Other countries 43,807 26,342 - 416 70,565
Total 391,448 593,088 13,664 18,243 1,016,443

For the period Jan 1−Jun 30 2018

Other
Fertilizers Plastics Energy Activities Total
unaudited unaudited unaudited unaudited unaudited
Main product lines
Revenue from sale of products and
services
Revenue from sale of merchandise and
299,458 565,208 9,669 14,066 888,401
materials 20 2,307 10,782 3,974 17,083
Revenue from sale of property rights 60 - 993 1 1,054
Total 299,538 567,515 21,444 18,041 906,538
Geographical regions
Poland 202,135 94,067 21,444 17,897 335,543
Germany 28,018 224,391 - 8 252,417
Other EU countries 31,374 224,284 - 21 255,679
Asia - 3,398 - 119 3,517
South America 8,886 4,078 - - 12,964
Other countries 29,125 17,297 - (4) 46,418
Total 299,538 567,515 21,444 18,041 906,538

Revenue from sale of products, services, merchandise and materials

As a rule, revenue from sale of products, merchandise and materials is recognised by the Company at a specific point in time, in accordance with the Incoterms rules set forth in the agreement (usually upon release from the warehouse or upon delivery to the point indicated by the customer). In the case of deliveries effected in accordance with selected Incoterms (CIF, CIP, CFR, CPT), the Company identifies the transport service or the transport and insurance service as a separate performance obligation towards a customer after passing control of the good / product to the customer. Revenue from sale of services is recognised upon completion of a service.

When recognising revenue, the Company takes into account specific issues, such as: determination whether the Company is acting as the principal or an agent in the transaction, product return rights, recognition of discounts being part of variable consideration, recognition of discounts representing a material right, bill-and-hold arrangements, and recognition of revenue from take-or-pay contracts. For most of the contracts containing discounts that are part of variable consideration, the estimated amount of the discount is fully recognised in liabilities under bonuses, a component of trade and other payables.

As a rule, the customary payment terms for this revenue stream are 30 days.

The Company also enters into comprehensive contracts with customers for the sale of electricity and electricity distribution services, where the Group purchases high-voltage electricity and sells it after conversion over medium and low-voltage grids. Also in this case the Company believes that under such contracts, which contain two performance obligations, the Group acts as the principal, and recognises both the sale of electricity and the distribution service under revenue from sale of products and services.

In the case of electricity sale contracts, the payment terms average 17 days.

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
Jan 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
Depreciation and
amortisation
Raw materials and
62,449 53,430 32,986 27,217
consumables used 554,285 518,476 264,794 245,446
Services 123,215 112,052 66,507 61,141
Taxes and charges 38,392 24,268 19,462 12,432
Remuneration 92,739 78,333 46,418 37,420
Social security and other
employee benefits
22,902 20,065 11,327 9,562
Other expenses 11,316 12,445 6,121 6,636
Costs by nature of expense 905,298 819,069 447,615 399,854
Change in inventories of
finished goods (+/-)
Work performed by the
5,045 12,932 (8,880) 24,537
entity and capitalised (-)
Selling and distribution
(742) (732) (343) (410)
expenses (-) (50,518) (45,608) (23,917) (22,233)
Administrative expenses (-)
Cost of merchandise and
(85,990) (77,374) (45,367) (39,073)
materials sold 28,078 15,817 19,019 8,435
Cost of sales 801,171 724,104 388,127 371,110
including excise duty 536 1,988 273 889

Note 2 Operating expenses

The cost increases relate in particular to:

depreciation and amortisation − in connection with the implementation of IFRS 16 and completion of investment projects,

  • raw materials and consumables used in connection with higher production, and hence higher consumption of raw materials,
  • services in connection with larger scale of production and sales and higher costs of repair services,
  • taxes and charges in connection with increased prices of CO2 emission allowances,
  • salaries and wages in connection with increases in the actuarial provision, employee base pay, and annual bonus provisions,
  • social security and other employee benefits which rose as a consequence of the employee pay rise.

Note 3 Reconciliation of lease costs

for the period
Jan 1−
Jun 30 2019
unaudited
Depreciation/amortisation of right-of-use assets (-)
(3,156)
Interest expense on lease liabilities (-) (859)
Costs associated with short-term leases
exempted from the scope of application of IFRS 16(-) (7,537)
Costs associated with leases of low value assets
exempted from the scope of application of IFRS 16(-) -
Costs associated with variable lease payments,
not accounted for in the measurement of lease liabilities (-)
(273)
Total (11,825)

Note 4 Other income

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Jan 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
Unaudited unaudited unaudited unaudited
Income from lease of
investment property 3,186 3,431 1,584 1,659
Received compensation 2,695 1,001 580 927
Government grants received 891 588 476 312
Other 565 705 475 106
7,337 5,725 3,115 3,004

Note 5Other expenses

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
Jan 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
Loss on disposal of assets:
Loss on disposal of
property, plant and
equipment 693 472 577 291
693 472 577 291
Recognised impairment losses
on:
Property, plant and
equipment 669 190 548 186
Other receivables 137 8 133 3
Other 66 - 58 -
872 198 739 189
Other expenses:
Investment property
maintenance costs 2,327 2,161 1,060 1,070
Failure recovery costs 6,542 5,387 4,515 3,853
Recognised provisions 1,918 1,957 1,915 106
Other 542 567 239 288
11,329 10,072 7,729 5,317
12,894 10,742 9,045 5,797

Recognised provisions include the cost of revaluation of provisions for environmental protection following change of the discount rate to 0.2%.

Note 6 Finance income

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Jan 1−
Jun 30 2019 Jun 30 2018 Jun 30 2019 Jun 30 2018
unaudited unaudited unaudited unaudited
Interest income:
Interest on bank deposits 3 1,188 1 451
Interest on cash pooling 3,616 2,550 1,739 1,342
Interest on non-bank
borrowings 4,683 4,329 2,421 2,166
Other interest income 92 102 29 61
8,394 8,169 4,190 4,020
Gains on measurement of
financial assets and liabilities: 88 - 88 -
Other finance income:
Foreign exchange gains 6,663 7,245 6,423 6,326
Dividends 41,953 88,661 41,953 88,661
Other finance income 3,389 1,655 1,753 845
52,005 97,561 50,129 95,832
60,487 105,730 54,407 99,852

Foreign exchange gains of PLN 6,663 thousand (H1 2018: PLN 7,245 thousand) comprised:

  • net realised foreign exchange gains of PLN 3,224 thousand (H1 2018: net realised foreign exchange gains of PLN 359 thousand),
  • net foreign exchange gains on realised transactions in currency derivatives of PLN 973 thousand (H1 2018: net foreign exchange gains of PLN 812 thousand),
  • net foreign exchange gains on measurement of receivables and liabilities denominated in foreign currencies as at the reporting date of PLN 2,147 thousand (H1 2018: net foreign exchange gains of PLN 2,148 thousand),
  • net foreign exchange gains on measurement of other items as at the reporting date of PLN 319 thousand (H1 2018: net foreign exchange gains of PLN 3,926 thousand).

Note 7 Finance costs

for the period
Jan 1−
for the period
Jan 1−
for the period
Apr 1−
for the period
Jan 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 24,052 15,486 13,056 7,791
Interest on cash pooling 3,502 1,912 1,823 989
Interest on lease liabilities 859 12 844 6
Other interest expense 1,356 1,437 1,030 1,156
29,769 18,847 16,753 9,942
Loss on measurement of
financial assets and liabilities: - 3,546 - 3,040
Other finance costs 3,862 2,490 1,894 1,588
33,631 24,883 18,647 14,570

Note 8 Income tax

for the period
Jan 1−
Jun 30 2019
for the period
Jan 1−
Jun 30 2018
for the period
Apr 1−
Jun 30 2019
for the period
Jan 1−
Jun 30 2018
unaudited unaudited unaudited unaudited
Current income tax:
Current income tax expense
Adjustments to current
income tax for previous
17,891 1,249 2,126 1,249
years - (1,097) - -
17,891 152 2,126 1,249
Deferred income tax:
Deferred income tax
associated with origination
and reversal of temporary
differences (117) 9,872 3,400 (613)
(117) 9,872 3,400 (613)
Income tax disclosed in the
statement of profit or loss
17,774 10,024 5,526 636

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

Note 8.2 Effective tax rate

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
Jan 1−
Jun 30 2018
Unaudited unaudited unaudited unaudited
Profit before tax 100,063 135,282 30,716 80,201
Tax calculated at the
applicable tax rate 19,012 25,704 5,836 15,239
Effect of tax-exempt
income (+/-) (8,156) (15,437) (7,731) (15,640)
Effect of non tax-deductible
expenses (+/-) 378 3,173 (1,132) 2,061
Tax effect of inclusion of
property, plant and
equipment into operations
in Special Economic Zone
1,203 725 719 241
Recognition of state aid
deductible in future periods
(+/-) 4,425 (2,505) 5,614 (1,253)
Other (+/-) 912 (1,636) 2,220 (12)
Income tax disclosed in the
statement of profit or loss 17,774 10,024 5,526 636
Effective tax rate 17.76% 7.4% 18.0% 0.8%

Note 8.3 Income tax disclosed in other comprehensive income

for the period for the period for the period for the period
Jan 1− Jan 1− Apr 1− Jan 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
(+/-) (1,151) (363) (1,151) (363)
Remeasurement of net
defined benefit
obligation/asset (1,151) (363) (1,151) (363)
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 382 (4,970) 424 (4,062)

Note 8.4 Deferred tax assets and liabilities

Assets (-) Liabilities (+)
Jun 30 2019
Dec 31 2018
Jun 30 2019 Dec 31 2018
unaudited audited unaudited audited
Property, plant and equipment (9,868) (9,880) 44,535 46,291
Investment property - - 2,035 2,119
Intangible assets (1,363) (1,363) 7,439 7,479
Financial assets (1,057) (1,057) 105 105
Inventories and property rights (2,416) (1,840) 10,186 6,917
Trade and other receivables (151) (321) 2 -
Trade and other payables (9,796) (10,819) 341 336
Employee benefits (17,877) (16,867) - -
Provisions (6,429) (6,064) 503 451
Borrowings (907) (273) 95 91
Measurement of hedging instruments through hedge accounting - 1,969 436
State aid deductible in future periods (21,469) (25,894) - -
Other (5,967) (196) 78 72
Deferred tax assets (-)/liabilities (+) (77,300) (74,574) 67,288 64,297
Offset 67,288 64,297 (67,288) (64,297)
Deferred tax assets (-) recognised in the statement of financial position (10,012) (10,277) - -

Note 9 Property, plant and equipment

Carrying amount

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Land 572 572
Buildings and structures 470,478 439,219
Plant and equipment 1,050,008 1,019,909
Vehicles 764 4,426
Other property, plant and equipment 47,937 27,478
1,569,759 1,491,604
Property, plant and equipment under construction 74,343 158,628
1,644,102 1,650,232

As at June 30th 2019, the trigger referred to in paragraph 12d of IAS 36 Impairment of Assets occurred – the carrying amount of the Company's net assets was higher than its market capitalisation. Therefore, the Company updated its impairment tests as at the reporting date, taking into account the current performance forecasts for 2019 as well as the updated price paths and lower weighted average cost of capital (WACC) due to reduced interest rates.

A summary of the key assumptions and results as at June 30th 2019 is presented in the table below.

Item Description
Identification of CGU Fertilizers
Plastics
Recognition of
impairment loss
None
Reversal of impairment
loss
None
Nominal weighted
average cost of capital
(WACC) (%)
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%.
Value in use Fertilizers – PLN 1,157,769 thousand
Plastics – PLN 1,204,446 thousand

Sensitivity analyses of the performed tests show that there is no need to recognise impairment losses in the Fertilizers CGU in the event of an EBITDA decrease by no more than 17.0% or WACC increase to no more than 7.77%.

Sensitivity analyses of the performed tests show that there is no need to recognise impairment losses in the Plastics CGU in the event of an EBITDA decrease by no more than 10.8% or WACC increase to no more than 7.38%.

The analyses that were carried out did not reveal any need for recognition or reversal of impairment losses.

As at June 30th 2019, there were no indications for reversal of the impairment loss on the assets of the Tarnoform cash-generating unit, initially recognised in the financial statements as at December 31st 2013.

Net property, plant and equipment, by type

Land Buildings and
structures
Plant and
equipment
Vehicles Other
property,
plant
and
equipment
Property,
plant and
equipment
under
construction
Total
Net carrying amount as at December 31st 2018 572 439,219 1,019,909 4,426 27,478 158,628 1,650,232
Impact of IFRS 16 implementation - - - (3,488) - - (3,488)
Net carrying amount as at December 1st 2019 572 439,219 1,019,909 938 27,478 158,628 1,646,744
Increase, including: - 43,730 72,513 - 23,398 54,966 194,607
Increase due to acquisition, manufacturing,
commissioning
- 43,519 72,278 - 23,374 54,966 194,137
Reversal of impairment losses - 196 235 - 21 - 452
Reclassification from investment property
Other increase
-
-
15
-
-
-
-
-
-
3
-
-
15
3
Decrease, including:(-) - (12,471) (42,414) (174) (2,939) (139,251) (197,249)
Depreciation and amortisation - (11,802) (41,982) (174) (2,916) - (56,874)
Liquidation - (196) (235) - (21) - (452)
Commissioning - - - - - (139,251) (139,251)
Recognition of impairment loss - (473) (194) - (2) - (669)
Other decrease - - (3) - - - (3)
Net carrying amount as at June 30th 2019 (unaudited) 572 470,478 1,050,008 764 47,937 74,343 1,644,102
Other
property,
plant
Property,
plant and
equipment
Buildings and Plant and Vehicles and under
Land structures equipment equipment construction Total
Net carrying amount as at December 31st 2017 572 396,696 975,169 3,583 16,879 161,774 1,554,673
Increase, including: - 21,136 41,221 81 5,710 88,693 156,841
Increase due to acquisition, manufacturing,
commissioning - 21,132 40,899 9 5,710 88,621 156,371
Finance lease contracts - - - 72 - 72 144
Reversal of impairment losses - 4 322 - - - 326
Decrease, including:(-) - (10,861) (38,599) (348) (1,969) (67,256) (119,033)
Depreciation and amortisation - (10,808) (38,087) (333) (1,969) - (51,197)
Liquidation - (4) (311) - - - (315)
Commissioning - - - (15) - (67,256) (67,271)
Recognition of impairment loss - (49) (141) - - - (190)
Other decrease - - (60) - - - (60)
Net carrying amount as at June 30th 2018 (unaudited) 572 406,971 977,791 3,316 20,620 183,211 1,592,481

Note 10 Intangible assets

Carrying amount

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Patents and licences 33,760 35,266
Software 4,931 5,199
Development costs 259 276
Other intangible assets 1,981 2,100
40,931 42,841
Intangible assets under construction 7,004 6,267
47,935 49,108

Note 11 Right-of-use assets

Carrying amount

as at
Jun 30 2019
unaudited
Perpetual usufruct of land 26,640
Land 29
Buildings and structures 1,405
Plant and equipment 675
Vehicles 14,354
43,103
Right-of-use assets under construction 16
43,119

Net carrying amount of right-of-use assets

Perpetual
usufruct of
land
Land Buildings
and
structures
Plant and
equipment
Vehicles Right-of-use
assets
under
construction
Total
Net carrying amount as at December 31st 2018 - - - - - - -
Effect of implementation of IFRS 16, including: 26,828 39 1,849 814 11,371 - 40,901
Value of assets disclosed as at Dec 31 2018 as finance
leases in accordance with IAS 17 - - - - 3,488 - 3,488
On-balance-sheet perpetual usufruct of land as at Dec 31
2018 365 - - - - 365
Increases due to the implementation of IFRS 16 26,463 39 1,849 814 7,883 - 37,048
Net carrying amount as at December 1st 2019 26,828 39 1,849 814 11,371 - 40,901
Increase, including: - - - - 5,358 16 5,374
Increases due to execution of new agreements - - - - 5,358 16 5,374
Decrease, including:(-) (188) (10) (444) (139) (2,375) - (3,156)
Depreciation and amortisation (188) (10) (444) (139) (2,375) - (3,156)
Net carrying amount as at June 30th 2019 26,640 29 1,405 675 14,354 16 43,119

Note 12 Shares

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Shares in subsidiaries 5,015,900 5,006,337
Shares in other entities 6,571 6,571
5,022,471 5,012,908
including
Long-term 5,022,471 5,012,908
5,022,471 5,012,908

Following an analysis of impairment of shares held, consistent with an analysis of impairment of property, plant and equipment as at June 30th 2019, no need to recognise impairment of shares was identified.

In particular, an impairment loss on non-current assets of Zakłady Azotowe Chorzów S.A., a subsidiary controlled by Grupa Azoty PUŁAWY, recognised as at June 30th 2019, does not directly result in the need to recognise an impairment loss on the Grupa AZOTY PUŁAWY shares held by the Company as there is a recoverable amount excess attributable to other activities.

Additionally, in connection with the updated positive results yielded by the financial model prepared by PDH Polska S.A., which the Company treats as an estimate of the recoverable amount as part of impairment testing of assets as at June 30th 2019, the conclusion that shares held in PDH Polska S.A. were not impaired was upheld.

Changes in subordinates

as at as at
Jun 30 2019 Dec 31 2018
At beginning of period 5,012,908 3,861,582
Increase, including: 9,563 1,151,326
Acquisition 9,563 1,151,326
At end of period 5,022,471 5,012,908

In the first half of 2019, the Extraordinary General Meeting of Grupa Azoty SIARKOPOL passed a resolution to increase the company's share capital by not less than PLN 1,791,530 and not more than PLN 1,802,810, to not less than PLN 60,620,090 and not more 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, and to make the related amendments to the company's Articles of Association. The issue price of the New Shares was PLN 53.38 per share.

In the exercise of its pre-emptive rights, the Company purchased 179,153 ordinary shares in Grupa Azoty SIARKOPOL, paying PLN 9,563,187.14 for the shares.

Currently, the Company's ownership interest in Grupa Azoty SIARKOPOL is 99.39%.

Note 13 Trade and other receivables

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Trade receivables – related parties 135,357 58,627
Trade receivables – other entities 113,633 83,290
Receivables from state budget, except for income tax 52,266 80,987
Prepayments for deliveries of property, plant and
equipment – other entities
8,187 9,757
Prepayments for deliveries of materials, goods and
services – other entities
2,067 10,327
Prepaid expenses – other entities 8,613 2,596
Other receivables – related parties 41,872 127
Other receivables – other entities 3,161 2,604
365,156 248,315
including
Long-term 8,262 9,757
Short-term 356,894 238,558
365,156 248,315

Trade receivables include factoring receivables whose fair value as at June 30th 2019 was measured at PLN 134,869 thousand (December 31st 2018: PLN 60,366 thousand).

Factors which contributed to the increase in trade receivables included:

  • Higher receivables in the Plastics Segment attributable to the nature of this market: in December customers limit their purchases in order to not increase inventories, which is often related to the longer Christmas break.
  • Higher receivables in the Fertilizers Segment attributable to seasonality of sales: 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.

The increase in other receivables from related parties is attributable to the recognition of dividends due from Grupa Azoty SIARKOPOL (PLN 34,492 thousand) and from Grupa Azoty KĘDZIERZYN (PLN 7,461 thousand). Those dividends were recognised on the basis of resolutions passed by the General Meetings of those companies, in which the dividend record date was set before June 30th and the dividend payment date – after June 30th 2019.

Note 14 Cash

as at
Jun 30 2019
as at
Dec 31 2018
Cash in hand 28 38
Bank balances in PLN 39,182 285,256
Bank balances in foreign currencies
(translated to PLN)
4,080 8,314
Bank deposits − up to 3 months 1,053 585
Cash and cash equivalents under cash pooling 775,552 706,787
819,895 1,000,980
Cash and cash equivalents in the statement of financial
position
819,895 1,000,980

Cash and cash equivalents in the statement of cash flows 819,895 1,000,980

As at June 30th 2019 and December 31st 2018, the Company held no restricted cash.

Note15 Borrowings

as at as at
Jun 30 2019 Dec 31 2018
unaudited audited
Bank borrowings 2,450,397 2,591,141
Non-bank borrowings 612,759 614,054
3,063,156 3,205,195
including
Long-term 2,247,107 2,311,248
Short-term 816,049 893,947
3,063,156 3,205,195

In H1 2019, the Company did not enter into any new loan or credit facility agreements.

Maturities and currencies of borrowings

As at Jun 30 2019

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 1,360,252 1,360,252 439,405 19,792 100,741 800,314
EUR fixed 168,813 717,794 119,069 77,225 316,715 204,785
EUR variable 231,682 985,110 257,575 - - 727,535
3,063,156 816,049 97,017 417,456 1,732,634

As at December 31st 2018

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 1,418,553 1,418,553 482,913 21,156 96,212 818,272
EUR fixed 168,208 722,386 78,593 77,641 303,425 262,727
EUR variable 248,539 1,064,256 332,441 - - 731,815
3,205,195 893,947 98,797 399,637 1,812,814

Note 16 Employee benefit obligations

as at
Jun 30 2019
as at
Dec 31 2018
Pension benefit obligations 33,303 23,969
Jubilee benefit obligations 22,397 21,056
Pensioner Social Fund benefit obligations 3,565 5,824
Other 3,287 3,951
62,552 54,800
including
Long-term 58,032 51,289
Short-term 4,520 3,511
62,552 54,800

Changes in defined employee benefit obligations

for the period for the period
from Jan 1 to Jan 1−
Jun 30 2019 Dec 31 2018
At beginning of period 33,744 29,443
Current service cost (+) 673 806
Interest expense (+) 491 1,001
Remeasurement of net defined benefit obligation/asset 6,054 3,809
Benefits paid (-) (807) (1,315)
At end of period 40,155 33,744

Changes in other long-term employee benefit obligations

for the period
from Jan 1 to
Jun 30 2019
for the period
Jan 1−
Dec 31 2018
At beginning of period 21,056 21,054
Current service cost (+) 402 718
Interest expense (+) 304 716
Actuarial gains and losses recognised in profit or loss for
the period (+/-) 1,315 821
Benefits paid (-) (680) (2,253)
At end of period 22,397 21,056

The increase in employee benefit obligations follows from changes in actuarial assumptions, mainly with respect to the discount rate (2.39%) and employee turnover rate.

Note 17 Provisions

as at as at
Jun 30 2019 Dec 31 2018
Provision for litigation 47 47
Provision for environmental protection, including site
restoration 23,417 22,029
Provision for demolition of mercury electrolysis facilities 9,526 9,002
Other 1,202 1,196
34,192 32,274
including
Long-term 32,981 31,069
Short-term 1,211 1,205
34,192 32,274

Change in provisions

Provision for
litigation
Provision for
environmental
protection, including
site restoration
Provision for demolition
of mercury electrolysis
facilities
Other
provisions
Total
As at January 1st 2019 47 22,029 9,002 1,196 32,274
Increase, including: - 1,388 524 6 1,918
Provisions recognised (change of rate) - 1,388 524 6 1,918
Decrease - - - - -
As at June
30th
2019
47 23,417 9,526 1,202 34,192
Provision for
litigation
Provision for
environmental
protection, including
site restoration
Provision for demolition
of mercury electrolysis
facilities
Other
provisions
Total
As at
January 1st 2018
56 19,047 8,713 729 28,545
Increase, including: - 2,982 950 602 4,534
Recognition - 2,982 950 602 4,534
Decrease, including:(-) (9) - (661) (135) (805)
Use (9) - - (120) (129)
Reversal - - (661) (15) (676)
As at December 31st 2018 47 22,029 9,002 1,196 32,274

Note 18 Other financial liabilities

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Liabilities under receivables discounting 43,587 52,341
Liabilities under reverse factoring agreements 121,368 47,267
Other 22,239 25,444
187,194 125,052
including
Long-term 18,726 21,930
Short-term 168,468 103,122

Note 19 Trade and other payables

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Trade payables - related parties 62,027 33,481
Trade payables - other entities 116,945 157,266
Liabilities to state budget, except for income tax 16,403 27,313
Salaries payable 8,029 8,061
Liabilities under purchases of property, plant and
equipment, intangible assets, investment properties -
related parties
7,602 10,778
Liabilities under purchases of property, plant and
equipment, intangible assets, investment properties -
other entities
6,052 21,080
Prepayments for deliveries - other entities 1,500 1,364
Other liabilities - other entities 10,521 7,757
Prepaid expenses – related parties - 135
Prepaid expenses – other entities 73,065 83,163
Liabilities under bonuses – related parties 4 105
Liabilities under bonuses – other entities 421 2,009
Deferred income 332 428
302,901 352,940
including
Long-term 32 32
Short-term 302,869 352,908
302,901 352,940

187,194 125,052

Note 20 Grants

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Government grants 47,274 42,294
Other grants 25,651 -
72,925 42,294
including
Long-term 45,476 40,666
Short-term 27,449 1,628
72,925 42,294

In H1 2019, free CO2 emission allowances for 2019 were allocated. They are accounted for over the year pro rata to the use of CO2 emission rights, which increased the balance of grants. In addition, a tranche of the grant awarded for the implementation of the Research and Development Centre project was disbursed.

Note 21 Other information

Dividend

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

Note 22 Financial instruments

Categories of financial instruments

Financial assets

as at
Jun 30 2019
as at
Dec 31 2018
unaudited
At fair value through profit or loss 884 720
At amortised cost 1,325,838 1,418,228
At fair value through other comprehensive income 141,440 66,937
1,468,162 1,485,885
Recognised in the statement of financial position as:
Derivative financial instruments 884 720
Shares 6,571 6,571
Trade and other receivables 294,023 144,648
Cash and cash equivalents 819,895 1,000,980
Other financial assets 346,789 332,966
1,468,162 1,485,885

Financial liabilities

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
At amortised cost 3,503,547 3,573,053
3,503,547 3,573,053
Recognised in the statement of financial position as:
Long-term borrowings 2,247,107 2,311,248
Short-term borrowings 816,049 893,947
Derivative financial instruments
Trade and other payables 211,493 240,397
Other non-current financial liabilities 53,918 23,625
Other current financial liabilities 174,980 103,836
3,503,547 3,573,053

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk principally in connection with its trade receivables, advanced loans, short-term bank deposits, bank accounts, and cash pooling. The following table presents the Company's maximum exposure to credit risk:

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
Assets measured at fair value through profit or loss 884 720
Assets measured at amortised cost 1,325,838 1,418,228
Assets measured at fair value through other
comprehensive income 134,869 60,366
1,461,591 1,479,314

The Company's trade receivables from third parties are in the first place insured under a global trade credit insurance policy, which limits the Company'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 Company'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 Company.

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 Company 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 Company's internal financial staff (individually for each customer) and, if a receivable is insured, also by the insurance companies' credit analysts.

Provision matrix for trade receivables

Percentage of
expected
impairment
Not past due 0.13%
Past due up to 60 days 1.52%
Past due up to 90 days 8.6%
Past due up to 180 days 94.13%
Past due more than 360 days 100%

Fair value of financial instruments

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

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

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

Hierarchy level (unaudited) Level 2 Level 3
Financial assets at fair value, including:
Measured at fair value through other comprehensive
income
- 141,440
Currency futures and forward contracts 884 -
884 141,440

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

Hierarchy level Level 2 Level 3
Financial assets at fair value, including:
Measured at fair value through other comprehensive
income - 66,937
Currency futures and forward contracts 720 -

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

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

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

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

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

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

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

  • The fair value of short-term trade receivables which are or may be disposed of under factoring agreements is presented by the Company as financial assets measured at fair value through other comprehensive income. In the Company's opinion, the fair values do not materially differ from the carrying amounts of these assets due to their short maturities. The PLN 74,503 thousand increase in these receivables as at June 30th 2019 was attributable to higher sales to the trading partners whose receivables are subject to factoring arrangements (including to GA ATT Polymers GmbH).
  • The fair value of the shares in Tarnowskie Wodociągi (equity investment) was measured using the discounted cash flow (DCF) method based on the assumptions of the Long-Term Growth Forecast prepared by Tarnowskie Wodociągi for 2017–2022. As at June 30th 2019 and December 31st 2018, the fair value of these shares was PLN 6,464 thousand.

Derivative financial instruments and hedge accounting

Foreign currency derivatives

As at June 30th 2019, the notional amount of the Company's open currency derivatives (forwards) totalled EUR 8m (maturities falling in H2 2019: July – EUR 2.0m, August – EUR 2.0m, September – EUR 2.0m, October – EUR 2.0m. As at December 31st 2018, the notional amount of Grupa Azoty S.A.'s open currency derivatives (forwards) was EUR 18m.

Such contracts are only entered into with reliable banks under framework agreements. All the contracts reflect actual cash flows in foreign currencies. Currency forwards and derivative contracts are executed to match the Company's currency exposure and their purpose is to limit the effect of exchange rate fluctuations on profit or loss.

Hedge accounting

The Company 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 eurodenominated credit facilities of:

  • 1) EUR 118,053 thousand as at June 30th 2019 (December 31st 2018: EUR 118,053 thousand), repayable in the period from December 2018 to June 2025 in 14 equal half-yearly instalments of EUR 9,081 thousand each;
  • 2) EUR 50,000 thousand as at June 30th 2019 (December 31st 2018: EUR 50,000 thousand), repayable from March 2021 to September 2028 in 15 equal half-yearly instalments of EUR 3,333 thousand each.

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

Note 23 Contingent liabilities, contingent assets and guarantees

Contingent liabilities and guarantees/sureties

as at
Jun 30 2019
as at
Dec 31 2018
unaudited audited
7,564 7,740

The surety is to secure a grant advanced to Grupa Azoty ATT Polymers GmbH by Investitionsbank des Landes Brandenburg (ILB) to finance 20% of capital expenditure on the construction of a logistics centre in Guben, Germany.

Note 24 Related-party transactions

Trade transactions with related parties Trade transactions

Receivable
Revenue s Purchases Liabilities
In the six months ended June 30th
2019 and as at that date (unaudited)
Related parties of Grupa Azoty 377,702 176,631 171,038 51,168
Related parties of Grupa Azoty
PKCh Sp. z o.o.
1,624 420 33,230 18,221
Related parties of Grupa Azoty
POLICE
88 45 14 8
Related parties of Grupa Azoty
PUŁAWY
5,949 133 1,757 355
385,363 177,229 206,039 69,752
In the six months ended June 30th
2018 and as at that date (unaudited)
Related parties of Grupa Azoty 366,634 94,068 171,067 38,999
Related parties of Grupa Azoty
KĘDZIERZYN
- - 30 -
Related parties of Grupa Azoty
PKCh Sp. z o.o.
1,605 802 39,829 17,730
Related parties of Grupa Azoty
POLICE
50 23 9 70,500
Related parties of Grupa Azoty
PUŁAWY
12,940 3,236 2,470 1,485
381,229 98,129 213,405 128,714

Other transactions

Other
income
Other
expenses
Finance
income
Finance
costs
In the six months ended June 30th
2019 (unaudited)
Related parties of Grupa Azoty 814 104 51,817 5,153
Related parties of Grupa Azoty
PKCh Sp. z o.o.
774 3,581 - 339
Related parties of Grupa Azoty
POLICE
- - - 1,013
Related parties of Grupa Azoty
PUŁAWY
2 - 627 264
Related parties of Goat TopCo - - 799 -
1,590 3,685 53,243 6,769
Other
income
Other
expenses
Finance
income
Finance
costs
In the six months ended June 30th
2018 (unaudited)
Related parties of Grupa Azoty 322 138 92,065 2,838
Related parties of Grupa Azoty
KĘDZIERZYN
- - 13 -
Related parties of Grupa Azoty
PKCh Sp. z o.o.
746 2,486 - 287
Related parties of Grupa Azoty
Related parties of Grupa Azoty
PUŁAWY
- - 535 114
1,068 2,624 92,614 3,866

Remuneration of the Management Board members for holding office at the Company

for the period for the period
from Jan 1 to from Jan 1 to
Jun 30 2019 Jun 30 2018
Short-term benefits 4,411 2335
Termination benefits - 185
4,411 2,520

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

Remuneration of the Supervisory Board members for holding office at the Company

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

Loans granted to related parties

In H1 2019, the Company granted loans for a total amount of PLN 40,260 thousand, all to Grupa Azoty KĘDZIERZYN (in 2018 it extended loans of PLN 43,975 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).

Cash pooling

As at June 30th 2019, the Company presented cash provided to other Group companies participating in the cash pooling services as cash equivalents of PLN 775,707 thousand, whereas cash received by the Company from other Group companies is presented as short-term borrowings of PLN 612,759 thousand as at June 30th 2019.

Transactions with owners

As at June 30th 2019, the Company had two loan facilities for a total amount of PLN 239,561 thousand contracted with the EBRD (December 31st 2018: PLN 250,000 thousand).

Note 25 Investment commitments

In the period ended June 30th 2019, the Group signed contracts for new investment projects and for continuation of ongoing projects. The projects involve mainly the provision of chemical, construction, mechanical and electrical services, design services, and project supervision.

The largest capital commitments are as follows:

  • humic acid pilot production unit as at June 30th 2019, the total amount of the Company's commitments under the contracts was PLN 16,591 thousand (December 31st 2018: PLN 4,482 thousand);
  • construction of a new draft cooling tower for the lactam department as at June 30th 2019, the total amount of the Company's commitments under the contracts was PLN 11,357 thousand (December 31st 2018: PLN 0 thousand);
  • collection of slag from the ECII CHP plant boilers as at June 30th 2019, the total amount of the Company's commitments under the contracts was PLN 8,822 thousand (December 31st 2018: PLN 1,895 thousand);
  • increasing the capacity of the technical-grade nitric acid unit as at June 30th 2019, the total amount of the Company's commitments under the contracts was PLN 7,998 thousand (December 31st 2018: PLN 6,873 thousand),
  • bringing the oleum storage facilities into compliance with the applicable regulations as at June 30th 2019, the total amount of the Company's commitments under the contracts was PLN 9,904 thousand (December 31st 2018: PLN 10,688 thousand);

The total amount of commitments under the contracts was PLN 71,750 thousand (December 31st 2018: PLN 61,032 thousand).

Note 26 Events after the reporting period

Production line failure

On July 8th, the Company announced a force majeure event for the supply of PA6, 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.

Acquisition of shares in PDH Polska S.A.

On July 19th 2019, the Company paid up the newly issued shares it acquired in the share capital of PDH Polska S.A.

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 Company's ownership interest in PDH Polska S.A. rose from 40.07% to 47%, while Grupa Azoty POLICE's interest fell to 53%.

Provision of surety

By August 2nd 2019, the Company 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 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.

Grupa Azoty POLICE's secondary public offering resumed

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

The interim condensed separate financial statements for the six months ended June 30th 2019 contain 47 pages.

Signatures of members of the Management Board

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

President of the Management Board

Signed with qualified electronic signature

……………………………… Mariusz Grab Tomasz Hryniewicz Vice President of the Management Board Vice President of the Management Board

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

………………………………

Signed with qualified electronic signature ………………………………

Person responsible for maintaining accounting records

Signed with qualified electronic signature

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

Tarnów, September 4th 2019

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