Annual Report 2019
Annual Report 2019
Annual Report 2019
PFNonwovens a.s.
Introduction 4
Investor Information 16
Management Report 48
Report on Relations 64
Introduction
2017 109,157
2018 109,845
2019 110,966
2017 6,115,941
2018 6,484,793
2019 6,541,444
2018 605
2019 684
Net Profit for the Period Attributable to Shareholders 473 198 815,157
Dear shareholders, business partners, colleagues, tion and testing phase. I see substantial potential in this
new special line and believe that it will greatly contribute
I would like to take this opportunity to share my per- towards our efforts in research, testing and subsequent
spective on the most important events of last year and commercialization of new high-value innovative prod-
to shed some light on our expectations and plans for ucts with application potential in both current as well as
2020. future end products.
As usual, I will start by evaluating last year from the In addition to the progress that we’ve made in our
financial-operational perspective. Our production vol- expansion projects in 2019, we also concluded new
umes last year hit record levels and we produced nearly supply agreements with our key customers, thus ensur-
111 thousand metric tons of nonwoven textiles, which ing demand for both our current as well as new capaci-
we supplied to our customers throughout the world. ties for a couple of years into the future.
Despite this record production figure, we did not man-
age to meet our ambitious EBITDA target that was in the So far, 2020 has proven to be quite demanding and we
range CZK 1.30 – 1.45 billion. see this situation continuing for some time. The break-
out of the corona virus pandemic has presented us
The entire year 2019 was characterized by very low fin- with many new challenges, quite unlike any that we’ve
ished products inventory levels, a situation that per- ever faced in the past. Nevertheless, we have quickly
sisted from the end of 2018. Our inventory levels bot- adapted to these new conditions, taking proactive steps
tomed out in mid 2019 when we had merely fourteen to maintain close real-time communications with all our
days of inventory in our warehouses, less than half of production sites and key business partners as the situa-
our standard level. We were unable to restore our fin- tion continues to evolve. As a result, our production has
ished product inventory to normal throughout 2019. This not been impacted by the pandemic and we are pres-
resulted in frequent production changeovers and signifi- ently operating at full capacity. Our company has man-
cantly worse production efficiency compared to 2018. aged to overcome the unpleasant obstacles brought by
In 2019, we also started to feel the competitive pricing these unprecentented market conditions and we stand
pressures and overall overcapacity in the nonwovens firm with respect to the commitments we have made to
market, which were reflected in our results. And finally, our stakeholders.
the fact that our new investments went into commercial
operation later than expected in 2019 meant that they On the basis of our outlook for 2020 and in line with
did not contribute as much to the full-year results as the present market conditions coupled with an increas-
had been planned. ing staff and energy cost base, we have set our 2020
EBITDA guidance in the range from CZK 1.25 to 1.4 bil-
Despite certain unavoidable delays, we are very happy lion. Also, in accordance with the announced strategy
that we have managed to successfully complete the of the company, the Board of Directors shall propose
project in South Africa, which is now running at full to the General Meeting not to pay out dividends for the
speed with production efficiency now achieving stan- year 2019.
dard benchmark levels. Our other major project last
year was the installation of a new semi-commercial line Finally and most importantly, I would like sincerely thank
in Znojmo, which has been producing standard com- all our customers, business partners and sharehold-
mercial product since September. The special part of ers for their support and, of course, our employees that
this production line is now successfully in the finaliza- keep everything running despite the present challenges.
associated with
the shares
Changes in ownership structure in 2019
Rights and obligations of shareholders are governed by During 2019 there were no changes in the ownership
Articles 23 – 26 of the Company’s Articles of Association structure of the Company. The Company did not receive
and include: any notifications regarding ownership interests in the
Company.
Ì right to a share of profits, dividends if and when dis-
tributed
The closing price on 30 December 2019 was CZK 700 on the Prague Stock
Exchange and the market capitalisation of the Company reached CZK 6.1 billion.
850
830
810
790
770
750
730
710
690
670
650
I II III IV V VI VII VIII IX X XI XII
Source: PSE
20 PFNonwovens a.s. | Annual Report 2019
The Annual General Meeting of the Company held on 7. Decision on the settlement of the Company’s 2018
14 June 2019 in Znojmo, Czech Republic, approved all loss.
proposals.
8. Appointment of an auditor to carry out a mandatory
The agenda of the Meeting was the following: audit of the Company in 2019.
3. Report of the Board of Directors on the Company’s Taking into account the level of Net Debt and with the
business activities and assets in 2018; a summary objective of strengthening the financial stability of the
explanatory report pursuant to Section 118 (9) of Act Company and the accummulation of resources for long-
No. 256/2004 Coll., on Capital Market Undertakings, term growth, the Company does not pay out dividends.
as amended; conclusions of the Company’s 2018
report on relations.
CZ0000000658 PFNonwovens a.s. Private 1,080,000,000 CZK 101.954% 2.646% 14/07/2015 14/07/2022
PFNonwovens 6M PRIBOR
CZ0003512808 Private 678,000,000 CZK 100% 14/07/2015 14/07/2025
Czech s.r.o. + 2%
PFNonwovens
CZ0003512816 Private 35,000,000 EUR 100% 3.39% 14/07/2015 14/07/2025
Czech s.r.o.
PFNonwovens
CZ0003515835 Private 50,000,000 EUR 99.637% 1.875.% 20/01/2017 20/01/2024
Czech s.r.o.
04 | Investor Information 21
4.3 Rating
Financial Results
Calendar for 2020
30 September 2020
IR Contact Details
INVESTOR RELATIONS
E-mail iro@pfnonwovens.cz
Website www.pfnonwovens.cz
5
Corporate Governance
Report
24 PFNonwovens a.s. | Annual Report 2019
JURISDICTION
Line of business and
Ì Czech Republic
business activity
(according to Article 3
of the Articles of
Association)
The Company’s business activity is:
The diagram below represents the structure of the Group PFNonwovens a.s.
and its position in the concern PFNonwovens Holding s.r.o. as at 31 Decem-
ber 2019:
88.78% 100%
PFNonwovens PFNonwovens
PFNonwovens LLC FQN Asia Pte. Ltd.
Czech s.r.o. International s.r.o.
0.3%
PFNonwovens PFNonwovens
100% PFN – NW a.s. 99.7% 100%
Egypt LLC (Wuxi) Co., Ltd.
PFNonwovens
100% PFN – NS a.s. 100%
RSA (PTY) LTD
100% PFN – GIC a.s.
26 PFNonwovens a.s. | Annual Report 2019
PFNonwovens a.s. and its affiliated companies are sation of the investment project in the Republic of South
members of PFNonwovens holding (concern) subject to Africa.
single management by PFNonwovens Holding s.r.o.
Relationships with suppliers and customers of the
All of the operating assets in the Czech Republic are Group are managed by PFNonwovens Czech s.r.o. with
owned by PFNonwovens Czech s.r.o. and its subsidiar- the exception of relationships with suppliers and cus-
ies: PFN – GIC a.s., PFN – NW a.s. and PFN – NS a.s. tomers of PFNonwovens Egypt LLC and PFNonwovens
RSA (PTY) LTD, which are managed by these compa-
In 2010, PFNonwovens International s.r.o. was estab- nies independently.
lished as a special purpose vehicle for the realisation of
potential investment opportunities. In 2011, PFNonwov- Subsidiaries in which PFNonwovens a.s. has a direct
ens Egypt LLC was established in order to carry out the or an indirect interest amounting to at least 10% of the
Group’s investment in Egypt. In July 2016, PFNonwov- consolidated equity or 10% of the consolidated net
ens RSA (PTY) LTD was established to pursue the reali- profit:
The General Meeting is the Company’s supreme body. d) decisions to issue debentures or priority bonds;
The decisive date for participation in a General Meeting
is always the 7th (seventh) day prior to the date of the e) election and dismissal of members of the Supervi-
General Meeting. The Company shall obtain a statement sory Board and members of the Audit Committee;
of share issues from book-entry securities records as at
the decisive date no later than by the date of the general f) approval of a regular, special, or consolidated finan-
meeting. A General Meeting has quorum if sharehold- cial statement, and in cases where one is stipulated
ers are present (either in person or through a proxy) that by other legislation, also an interim financial state-
possess shares with a total nominal value in excess of ment;
30% (thirty percent) of the company’s registered capital.
If a General Meeting does not have a quorum, the Board g) decisions to distribute profits or other equity or to
of Directors shall call a Substitute General Meeting with cover a loss;
the same agenda in the manner stipulated by law and
by the Articles of Association. Matters that were not h) decisions to submit a request to accept the compa-
included on the proposed agenda of the original Gen- ny’s securities for trading on the regulated European
eral Meeting can be decided on at a Substitute General market or to exclude these securities from trading on
Meeting only if all shareholders agree. the regulated European market;
The General Meeting decides with a majority vote of i) decisions to dissolute the company in liquidation,
shareholders present, unless a different majority is naming and dismissing the liquidator, approval of
required by law or the Articles of Association. Voting contracts with the liquidator and performance pur-
takes place by raising the voting list with the number of suant to § 61 of the Business Corporations Act,
votes of the given shareholder. Shareholders first vote and approval of a motion to allocate the liquidation
on a motion by the Board of Directors or Supervisory remainder;
Board, and if this motion is not approved, they vote on
further motions regarding the point at hand, in the order j) decisions to acquire the company’s own shares pur-
they were submitted. As soon a submitted motion is suant to § 301 of the Business Corporations Act;
approved, further motions regarding this point are not
voted on. k) decisions to change the appearance, kind, or form of
shares, decisions to split shares or to merge shares,
Each share has one vote. Voting rights connected to to limit transferability of registered shares;
company shares can only be restricted in the manner
specified in applicable law. A shareholder may not exer- l) approval of contracts with members of company
cise their voting right in the cases specified under provi- bodies for the performance of their office and other
sion § 426 of the Business Corporations Act. performance pursuant to § 61 of the Business Cor-
porations Act (except for approval of contracts with
members of the Board of Directors for the perfor-
mance of their office and other performance paid out
28 PFNonwovens a.s. | Annual Report 2019
to members of the Board of Directors pursuant to the Supervisory Board is further defined by article 17 of
§ 61 of the Business Corporations Act); the Company’s Articles of Association.
Name Position/Function Function period in 2019 Member from Function period ends
Oldřich Šlemr chairman of the supervisory board 1/1/-31/12/2019 1 January 2018 31 December 2020
Pavel Baudiš member of the supervisory board 1/1/-31/12/2019 1 January 2018 31 December 2020
Eduard Kučera member of the supervisory board 1/1/-31/12/2019 1 January 2018 31 December 2020
05 | Corporate Governance Report 29
Director to 2014
Avast Software B.V.
Shareholder to 2014
Shareholder
R2G Rohan Sàrl from December 2018
Company executive
Director to 2014
Avast Software B.V.
Shareholder to 2014
Changes in the Supervisory Board General Meeting from among non-executive mem-
in 2019 and 2020 by the date of bers of the Supervisory Board or third parties. The
approval of the Annual Report term of individual members of the Audit Committee is
three years. A member of the Audit Committee may be
The Supervisory Board was established on 1 January re-elected.
2018 and no changes were made to the Supervisory
Board since that date until the date of approval of the
Annual Report. Decision-making of the Audit Committee
Ivan Hayek chairman of the committee 01/01 – 31/12/2019 1 January 2018 31 December 2020
Hana Černá member of the committee 01/01 – 31/12/2019 1 January 2018 31 December 2020
Alena Naatz member of the committee 01/01 – 31/12/2019 1 January 2018 31 December 2020
05 | Corporate Governance Report 33
Ivan Hayek
5.3.4 Board of Directors
Ivan Hayek was appointed as a member of the Audit
Committee on 1 January 2018, and named its Chair-
man on 15 February 2018. Since 1992 he has worked as
an executive of auditing company HAYEK, spol. s.r.o., The status and scope of authority
holding. He is an auditor and tax advisor. He has expe- of the Board of Directors
rience with work as Chairman of the Audit Committee
and Chairman of the Supervisory Board at other com- The Board of Directors is a statutory body that is
panies. He is a graduate of the University of Economics responsible for managing the company’s business. The
in Prague (VŠE). Prior to 1992, he worked at the Federal status and scope of authority of the Board of Directors
Ministry of Supervision. are further detailed in Article 12 of the Company’s Arti-
cles of Association.
Hana Černá
Composition of the Board of Directors
Hana Černá has been a member of the Audit Commit-
tee since 1 January 2018. Since 2016, Ms. Hana Černá The Board of Directors comprises of five members
provides accounting services on a contractual basis. elected or dismissed by the Supervisory Board. The
Between 1993 and 2016, she was the head accoun- term of individual members of the Board of Directors is
tant for the ČGS Group. Ms. Černá graduated from the three years. A member of the Board of Directors may be
Technical University of Ostrava, Faculty of Industrial re-elected.
Economics.
Remuneration of members of
the Board of Directors
The remaining two members of the Board of Directors Members of the Board of Directors
are remunerated at the level of PFNonwovens a.s. and
their remuneration consists of only a fixed component. The following table sets out information with respect to
Fixed remuneration is set by means of a service con- each of the members of the Company’s Board of Direc-
tract according to § 59 et seq. of the Business Cor- tors and their position/s within the Company:
porations Act. These contracts are in written form and
have been approved by the Supervisory Board.
František Klaška member of the board of directors 1/1 – 31/12/2019 30 November 2006 30 April 2020
Marian Rašík member of the board of directors 1/1 – 31/12/2019 1 March 2010 31 December 2020
Michal Smrek member of the board of directors 1/1 – 31/12/2019 15 November 2017 31 December 2020
Jakub Dyba member of the board of directors 1/1 – 31/12/2019 18 December 2017 31 December 2020
František Klaška
František Klaška was appointed as an executive director of the Company
in November 2006. Mr. Klaška has been with the Company since 1991,
having previously worked for 5 years in Zbrojovka Brno, a diversified
engineering company. He was promoted to his current position of Tech-
nical and Development Director of PEGAS NONWOVENS s.r.o. in 2001.
Mr. Klaška is a graduate of the Czech Technical University. Mr. Klaška is
the Group CTO for the entire PFN Group.
The list of companies in which Mr. Klaška was a member of the adminis-
trative, management or supervisory bodies or shareholder during the pre-
vious five years is listed below.
Marian Rašík
Marian Rašík was appointed as an executive director as of 1 March 2010.
In December 2009, he was appointed as the CFO of the Group. Mr. Rašík
is the CFO for the entire PFN holding. Prior to joining PEGAS, he worked
as a director at a financial advisory firm Corpin Partners. In 2003 – 2005
he was a CFO at Vítkovice Strojírenství a.s. In the past he also worked
with VÚB Bank in the Prague branch, ABN AMRO and he started his
professional career as an auditor with Coopers & Lybrand. Marian Rašík
graduated from the Economics Faculty of the Technical University in
Ostrava.
The list of companies in which Mr. Rašík was a member of the adminis-
trative, management or supervisory bodies or shareholder during the pre-
vious five years is listed below.
Michal Smrek
Michal Smrek was appointed as a member of the Board of Directors
as of 15 November 2017. Michal Smrek is the chief executive of family
office R2G. Before joining R2G, Mr. Smrek was a partner at international
law firm, White & Case, where he was the head of its leading CEE private
equity practice. Michal Smrek was trained as a lawyer at CMS McKenna
and holds an MA in law and a BA in Political Science.
The list of companies in which Mr. Smrek was a member of the adminis-
trative, management or supervisory bodies or shareholder during the pre-
vious five years is listed below.
Jakub Dyba
Jakub Dyba has been a member of the Board of Directors since
18 December 2017. Mr. Dyba is Investment Director of the family invest-
ment office R2G. He focuses on identifying and assessing investment
opportunities and their subsequent execution. Mr. Dyba joined R2G from
Genesia a boutique investment firm, where he held the position of Gen-
eral Partner. Prior to the establishment of Genesia, he worked for Credit
Suisse First Boston as a share analyst and trader and investment banker
in Prague, London and New York.
The list of companies in which Mr. Dyba was a member of the adminis-
trative, management or supervisory bodies or shareholder during the pre-
vious five years is listed below.
Executive 20/02/2014 – 07/01/2015
Genesia Investments, s.r.o.
Shareholder 20/02/2014 – 16/01/2015
Changes in the Board of Directors abuse (market abuse regulation) and repealing Direc-
in 2019 and 2020 by the date of tive 2003/6/EC of the European Parliament and Directive
approval of the Annual Report 2003/6/EC of the Council and Commission Directives
2003/124/EC, 2003/125/EC and 2004/72/EC.
No changes were made to the Board of Directors
during the year 2019. On 17 April 2020, the Company
announced that Mr. František Klaška decided to resign
from the Board of Directors of the Company and from all
executive positions within the PFNonwovens Concern 5.3.6 Additional
effective as of 1 May 2020. Effective as of 1 May 2020,
Mr. Tonny de Beer shall be appointed to the Company’s information about
Board of Directors and shall also replace Mr. František
Klaška in all executive positions including the position of persons discharging
Chief Technical Officer.
managerial
responsibilities
5.3.5 Persons within an issuer
discharging managerial
responsibilities Remuneration of persons discharging
managerial responsibilities
The members of the Board of Directors and the mem- Below is a summary of all monetary and non-monetary
bers of the Supervisory Board are considered as “per- income received for the accounting period 2019 by per-
sons discharging managerial responsibilities within an sons discharging managerial responsibilities from the
issuer” pursuant to Regulation (EU) No 596/2014 of Company and persons controlled by the Company.
the European Parliament and of the Council on market
Board of Management
0 0 0 0
Directors Bonus
Warrants 0 0 0 0
TOTAL 8,531 0 0 8,531
Supervisory Board
Supervisory 0 0 0 0
Remuneration
Board
TOTAL 0 0 0 0
TOTAL 8,531 0 0 8,531
40 PFNonwovens a.s. | Annual Report 2019
Declaration of persons discharging Exceptions to point (a), which were made for individual
managerial responsibilities persons, are listed within the sections Board of Direc-
tors and Supervisory Board for each person separately
The persons discharging managerial responsibilities in the wording that they provided in their statement.
listed below:
There were no exceptions made to point (b) – (e) and (i).
Carl Allen Bodford, František Klaška, Marian Rašík,
Michal Smrek, Jakub Dyba, Oldřich Šlemr, Pavel Baudiš With regard to point (f), Michal Smrek, Jakub Dyba, Old-
and Eduard Kučera řich Šlemr, Pavel Baudiš and Eduard Kučera stated that
as investors they also have interests in the area of non-
each individually presented to PFNonwovens a.s. woven textiles including other plastic products based
a “Declaration”, where they declared that: on the processing of polymers in the chemical industry.
Mr. Šlemr, Mr. Baudiš and Mr. Kučera further stated that
a) they are not, nor have they been in the preceding PFNonwowens a.s. and the companies under its control
five years, members of administrative, managerial or are members of the PFNonwovens concern and subject
supervisory bodies or owners of any company other to single management by PFNonwovens Holding s.r.o.
than PFNonwovens a.s. or its related entities, In relation to this, Mr. Oldřich Šlemr, Mr. Pavel Baudiš
and Mr. Eduard Kučera, stated that they hold the posi-
b) in the last five years, they have not been convicted tions of Chairman, respectively Members of the Super-
for fraudulent criminal acts, visory Board of PFNonwovens Holding s.r.o. Carl Allen
Bodford, František Klaška and Marian Rašík made no
c) in the last five years, they have not been connected exception to point (f).
with any bankruptcy proceedings, administra-
tion, liquidation or with a company on which forced With respect to point (g), Mr. Michal Smrek and Jakub
administration was enacted Dyba concluded a contract for the performance of office
with the Company. This contract with the Company rec-
d) they have not been publicly accused or sanctioned ognizes the right, in the event of being dismissed from
by statutory or regulatory bodies, his positions and the cancellation of all contracts for the
performance of office concluded with the companies of
e) in the last five years, they have not been disqualified the PFNonwovens a.s. Group, to receive from the Com-
from the performance of their office as a member of pany his monthly remuneration (but not bonus), which
administrative, executive or supervisory bodies of he was entitled to receive from all companies of the
any issuer or the managerial function of any issuer PFNonwovens a.s. Group in the preceding year preced-
by a court of law, ing the termination of these contracts until the earlier of
(i) the expiry of the period of three months following the
f) they do not perform any activities outside the Com- date of such termination and (ii) the date of the mem-
pany that would be significant for the Company and ber of the Board of Directors entering into any form of
do not have any potential conflict of interests, employment, directorship, or other form of service rela-
tionship with a third party.
g) they do not have a work contract or any other con-
tract concluded with PFNonwovens a.s. or with its The Company did not conclude any other contracts with
subsidiaries, the members of its administrative, managerial or super-
visory bodies and senior management by which the
h) as at 31 December 2019 they do not own directly Company would be bound to performance in the event
or indirectly shares or similar securities, options and of a termination of their office or employment.
comparable investment instruments, the value of
which is related to the shares or similar securities of With regard to point (h), Mr. Pavel Baudiš stated that he
PFNonwovens a.s. indirectly holds a share in the Company via R2G Rohan
Sàrl, in which he holds a share of 24%. With regard to
i) they are not in family relationship to any member point (h), Mr. Eduard Kučera stated that he indirectly
of administrative, executive or supervisory body of holds a share in the Company via R2G Rohan Sàrl, in
PFNonwovens a.s. which he holds a share of 26%. Mr. Carl Allen Bodford,
František Klaška, Marian Rašík, Michal Smrek, Jakub
and concurrently have made relevant exceptions to Dyba and Oldřich Šlemr made no exception to point (h).
the individual points of this statement in the event that
some of the listed facts exist in their case.
05 | Corporate Governance Report 41
Supervisory Board and The Company meets the provisions of the Code of con-
duct 2004 in all significant respects with the excep-
the Audit Committee tion of certain matters, which fall under the authority
of shareholders to make decisions such as member-
ship in the statutory bodies of the Company. The Com-
Detailed information about the position of the Board of pany has established an Audit Committee, the function
Directors, the Supervisory Board and the Audit Commit- of the Remuneration Committee and the Committee for
tee is contained in the section Corporate Governance Appointment is performed by the Supervisory Board.
Report, chapter Statutory bodies of PFNonwovens a.s.
of this Annual Report.
entation, citizenship, family status, origin, age or health b) Information about limited
impairments. transferability of securities
The Group has publicly appealed to its suppliers and The Company has not issued any securities with a lim-
other entities that cooperate with it, to adopt similar ited transferability.
obligations within the scope of their companies.
term of office of individual members of the Board of neration (but not bonus) which he would be entitled to
Directors is 3 years. Reappointment of a member of the receive from all companies of the Group under all ser-
Board of Directors is possible. vice agreements in the year preceding the year when all
such service agreements were terminated, until the ear-
Changes to the Articles of Association are decided lier of (i) the expiry of the period of three months follow-
upon by the General Meeting with a two third majority of ing the date of such termination and (ii) the date of the
votes of the present shareholders, unless it is a change member of the Board of Directors entering into any form
resulting from an increase in the share capital by an of employment, directorship, or other form of service
authorised Board of Directors or a change that occurred relationship with a third party.
on the basis of other legal facts.
The Company is not a party to any other agreements
with its members of the Board of Directors or employ-
h) Information about special competence ees providing for compensation if they resign or are
of a statutory body of the Company made redundant without valid reason or if their employ-
ment ceases because of a takeover bid.
The Company’s Board of Directors do not have
entrusted any special competence according to the
Business Corporations Act. k) Information about programs enabling
the acquisition of shares of the Company
i) Information about significant contracts of At the present time there exists no program enabling
the Company that will become effective, the acquisition of participant securities in the Company.
be amended or cease to exist in the Persons discharging managerial responsibilities within
event of a change in the control of the an issuer do not own directly or indirectly any options
Company as a result of the takeover bid or comparable investment vehicles the value of which is
related to the shares or similar securities representing a
Certain business contracts concluded in the past by the share of the issuer.
Company’s subsidiaries or the conclusion of which are
in negotiation over the upcoming weeks or months con-
tain a provision for the change of control (i.e. a change
of control clause), which gives the counterparty the
right to terminate the contract in the event of a change 5.4.6 Internal control
of control as defined in the respective contract. The
change of control clause is, likewise, a part of the condi- and risk management
tions for the bonds that the Company and its subsidiary
PFNonwovens Czech s.r.o. issued. organisation
j) Information about contracts between The Management of the Company is responsible for the
the issuer and members of its statutory establishment and maintenance of an internal control
bodies or employees providing for system at the Company and its efficiency in the process
compensation by the Company if they of preparing financial statements. The internal control
resign or are made redundant without system covers the entire scope of activities of the Com-
valid reason or if their employment pany. The Company has established a continuous pro-
ceases because of a takeover bid cess for identifying and managing various potential risks
faced by the Company and takes appropriate actions to
The Company concluded contracts for the performance address any issues.
of office with certain members of the Board of Direc-
tors (see Declaration of persons discharging managerial
responsibilities, point g), according to which the mem- 5.4.6.1 Internal audit
bers of the Board of Directors are entitled to perfor-
mance in the event that they are dismissed from their The internal audit plays a significant role in the inter-
positions and their contracts concluded with the com- nal monitoring system. The Internal Audit Department
panies of the Group for the performance of office are is a function subordinate to the CEO. The internal audit
terminated. Each member of the Board of Directors is provides independent and professional assessment of
entitled to receive from the Company his monthly remu- the internal monitoring and management system of the
44 PFNonwovens a.s. | Annual Report 2019
Company, the state and development of the inspected ing and compliance of internal processes with valid leg-
area relative to current best practice. In 2019, the Inter- islation and company work procedures is also verified
nal Audit Department carried out audits and auditing by an internal audit.
events, based on a yearly internal audit plan or require-
ments of statutory bodies and the CEO of the Company.
Corrective measures are implemented based on the 5.4.6.3 Function of the Audit Committee
findings of the performed audits. The status of the ful-
filment of corrective measures based on internal audits The effectiveness of internal monitoring and the risk
is continuously monitored and reported upon four times management system of the Company, the procedure
per year to senior management and the bodies of the of preparation of individual and consolidated financial
Company. The activity of the internal audit and its main statements, the effectiveness of the internal audit and
processes are described in the Instructions and Work- its functional independence and the process of statutory
ing procedures of the Internal audit department, which, audit is, likewise, monitored by the Audit Committee,
likewise, define the principles of independence of the which as a body of the Company performs this activity
internal audit and the objectivity of internal auditors. The without impacting the responsibility of the members of
work of the internal audit is regularly monitored by the the Board of Directors and the Supervisory Board.
senior management, who discusses audits and other
reports presented by the internal audit.
5.4.7.5 Legal and Intellectual Property 5.4.7.7 Security, Environment and Safety
The Company’s operations are exposed to financial and Compliance with, and changes in, safety, health and
operating uncertainty and are subject to government environmental laws and regulations may adversely affect
laws and regulations that may adversely affect results of the Company’s results of operations and financial con-
operations and financial conditions. ditions.
The Company may not be able to hire and retain suf- 5.4.7.11 Risk Factors Relating to the
ficient numbers of qualified professional personnel Investment in the Republic of South Africa
because these personnel are limited in number and are
in high demand. Although South Africa belongs amongst the most devel-
oped economies in Africa, it still counts as an emerging
market and, therefore, the risks associated with invest-
5.4.7.9 Ownership Changes ing there are considered to be higher. As stated earlier
these risks include, but are not limited to, changes in the
A potential entry or the change in the majority owner of political environment, transfer of returns, expropriation
the Company could result in a sudden change of the or politically motivated violent damage.
long term strategy and impact value of the shares.
In this respect, it must primarily be mentioned that there
is a risk of social unrest and tensions stemming from a
5.4.7.10 Risk Factors Relating high unemployment rate and social inequality resulting
to the Investment in Egypt from historical developments and the previous apartheid
period.
Investing in emerging markets such as Egypt, gener-
ally involves a higher degree of risk than investments in Democratic institutes in the country are still not suffi-
more developed countries. These higher risks include, ciently grounded, which increases the risk of sudden
but are not limited to changes in the political environ- political changes and associated instability and uncer-
ment, transfer of returns, expropriation or politically tainty about the country’s future direction and potential
motivated violent damage. The Egyptian economy is inability to repatriate the Company’s investment in case
susceptible to future adverse effects similar to those of unfavourable developments.
suffered by other emerging market countries.
Not in the least, due to the previous underinvestment
Egypt is located in a region, which has been sub- in the energy sector, there is also the risk related to the
ject to ongoing political and security concerns, espe- reliability and quality of the electricity supply, which is
cially in recent years. In common with other countries in significant from the Company’s perspective.
the region, Egypt has experienced occasional terror-
ist attacks in the past. There can be no assurance that
extremists or terrorist groups will not escalate or con-
tinue occasional violent activities in Egypt or that the
government will continue to be generally successful in
maintaining the prevailing levels of domestic order and
stability.
05 | Corporate Governance Report 47
CZK thousands Statutory audit Other assurance Tax advisory Other services Total
services
PFNonwovens a.s. 1,009 — — — 1,009
Other companies
2,558 69 337 — 2,964
within the Group
TOTAL 3,566 69 337 — 3,972
FEBRUARY 2020
6.1 Material events There were no major events in this month.
NOVEMBER 2019
There were no major events in this month.
DECEMBER 2019
There were no major events in this month.
JANUARY 2020
There were no major events in this month.
06 | Management Report 51
Customers
6.2 Description
The Group’s position as one of the market leaders in
of the Company’s the EMEA hygiene nonwovens market has enabled it to
develop longstanding relationships with customers that
Business and are leading producers of disposable hygiene products.
The Group intends to continue to strengthen its existing
Market customer relationships further by taking advantage of
its in-depth understanding of customer needs, leverag-
ing technological expertise and by introducing new and
improved products and technologies. The Group works
in close cooperation with its customers as well as sup-
pliers in order to improve existing and introduce new
improved products and product properties that primar-
6.2.1 Overview of the ily address specific customer requirements for softness
and lower basis weights.
Nonwovens Market
The Group’s top five customers represented an 80%
share of total revenues in 2019 (81% in 2018). The
The Group’s key market is geographically defined as Group’s present customer mix concentration reflects the
EMEA - Europe (Western, Central and Eastern Europe, situation in the hygiene nonwoven textile market, which
Russia and Turkey), Middle East and North Africa. is divided among a small number of end producers,
each having a substantial market share.
The EMEA personal hygiene market, with an approxi-
mate 30% share of the total annual European nonwoven
production or 0.7 million tonnes, denotes the core area Suppliers of polymers
of business activity for the Group. This sector is defined
by three major product application groups: disposable The main raw materials used for the production of spun-
baby diapers, adult incontinence products and feminine melt nonwovens are polymers, primarily polypropyl-
hygiene products. Hygiene products have become a ene followed by polyethylene. During 2019, the Group
modern necessity, the demand for which is non-cyclical had sourced polymer raw materials from a total of
and compared to other market sectors is relatively unaf- eleven suppliers. The polymer raw materials are pur-
fected by economic developments. chased under both one year and multi-year agreements.
The competitiveness of the suppliers is maintained by
Geographically, the Group’s core market continues on-going benchmarking.
to be the broader European area, consisting of tradi-
tional Western European countries, Central and East-
ern Europe (CEE), including Russia. The Group started POLYMER MARKET PRICE DEVELOPMENT
to serve the Middle East and North Africa region to a
greater extent following the opening of the new pro- The fluctuation and development of polymer prices may
duction plant in Egypt and later also in the Republic of have, especially in the short-term, a significant impact
South Africa. on the financial results of the Group. Changes in poly-
mer prices are reflected first in the purchase prices,
whilst they are reflected into final sales prices for cus-
Competition tomers with a certain delay. Thus, the development of
polymer prices affects not only the costs of raw materi-
The Group’s competition can be defined as European, als but also revenue levels. The development of polymer
Middle Eastern and North African producers of spun- prices in Euros per tonne in 2018 to 2019 is shown on
melt PP and PP/PE nonwoven textiles, namely those the included graph.
active in the hygiene sector. The Company’s main com-
petitors are international and regional companies. Com-
pared to other continents, the EMEA spunmelt PP- and
PP/PE-based nonwoven textile market is much more
fragmented, numbering more than 30 producers in total.
52 PFNonwovens a.s. | Annual Report 2019
1,500
1,450
1,400
1,350
1,300
1,250
1,200
I II III IV V VI VII VIII IX X XI XII I II III IV V VI VII VIII IX X XI XII
It is evident from the graph that the prices of polymers In order to meet the highest requirements of custom-
in 2019 were generally lower compared to 2018 and in ers in hygiene applications, the Group produces a wide
particular in the second half of the year, dropped signifi- range of light and ultra-light technologically advanced
cantly to a minimum at the end of the year. The trans- nonwoven textiles with excellent technical properties,
mission mechanism thus had a positive impact on the which are soft, pleasant to touch and therefore provide
Group due to falling prices in 2019. improved comfort to the final consumer.
6.2.2 Overview of the Nonwoven fabrics are semi-finished textile products for
the production of single-use protective clothing, meet-
Group’s Products ing and exceeding the technical requirements for high
standards of protection in dangerous workplaces for
which they have been specifically designed and devel-
oped. Their characteristic high barrier qualities provide
Hygiene protection from aggressive liquids and prevent penetra-
tion of dust particles and micro-organisms. Due to these
The core of the Group’s product mix are the nonwoven qualities they are used as semi-finished textile products
textiles, which are tailored to meet the specific needs of for the following applications:
each and every customer and are further used for the
production of:
MEDICAL PROTECTIVE CLOTHING:
Ì Disposable baby diapers
Ì Surgical masks
Ì Adult incontinence products
Ì Surgical gowns and drapes
Ì Feminine hygiene products.
Ì Head covers
06 | Management Report 53
Ì Shoe covers
6.3 Plants and
INDUSTRIAL PROTECTIVE CLOTHING: Premises
Ì Protective overalls and masks.
Plant in Bučovice
Furniture and Construction Industries
The original site in Bučovice has a production building,
In the furniture-making industry, the nonwoven fabric is in which three production lines are installed together
used as a neatening fabric (either on the back or bottom with three other small finishing lines, which enable the
parts of upholstered furniture), and for seam reinforce- cutting, gluing and perforation of processed fabrics
ment in the production of mattresses or as disposable according to customer specifications. Further expansion
hygienic bed covers. of the Bučovice plant on adjacent space is limited.
The plant in Egypt is located in the industrial zone near The Reicofil 4 line, which was installed at the end of
the City of 6th October not far from Cairo and consists of 2004, employs a new technology leading to high-speed
an administration and production building containing a production with improved nonwoven textile formation
production, regranulation and debagging line. and uniformity.
The newly built plant in South Africa is located in the In the second half of 2011, the Group launched its 9th
industrial zone near the city of Atlantis in the West Cape production line. This Reicofil 4 BiCo type production line
Province approximately 60 km from Cape Town. The produces mainly hygiene materials with the option of
land purchase contract for the construction of the plant production for other applications.
was concluded in July 2017. Construction of the plant
and installation of a new production line were com- In 2013, the Group installed its first line in Egypt, model
pleted at the end of the first half of 2019. Reicofil 4S, which has a capacity of approximately
20 thousand tonnes per annum (depending on the prod-
uct portfolio). Commercial production commenced in
the third quarter of 2013 and the line has been running
in standard commercial operation since 2014.
6.4 Technology In June 2017, the Group was the first in the world to put
into commercial operation a new production line Reico-
and Production fill 4S Compact Bico at the Group’s production plant
in Znojmo-Přímětice in the Czech Republic. This line is
based on a new “no-basement” concept, the advan-
tages of which are lower infrastructure requirements,
The Group owns and operates technologically advanced shorter installation time and associated lower total
equipment necessary for the production of high-quality investment costs.
spunmelt nonwoven textiles. Production management
is focused on continuous maintenance and modernisa- During the course of the first half of 2019, the installation
tion of the equipment and machinery, ensuring that the of the Reicofil 4S Compact Bico production line at the
Group continues to rank among the leading producers newly built production plant in South Africa was com-
of nonwoven textiles in the EMEA region. pleted. It has an annual production capacity of approx-
imately 10 thousand metric tonnes. The production line
All twelve production lines were manufactured by Reif- was put into commercial operation in June 2019.
enhäuser Reicofil, a leading German global supplier of
spunmelt nonwoven production equipment, that cur- In the second half of 2019, a new semi-commercial pro-
rently dominates the market for PP- and PP/PE-based duction line was installed at the production plant in Zno-
spunmelt nonwoven machines worldwide. jmo-Přímětice. The annual production capacity of the
RF5 Bico FHL R&D 2F production line depends on the
Three production lines are located at the Bučovice plant used input raw materials and the produced products
near Brno and seven production lines are located in the and is producing 8-15 thousand tonnes. The produc-
Znomo-Přímětice plant. The output of the first and the tion line was put into commercial operation in Novem-
second line, installed in 1992 and 1996, is primarily sold ber 2019.
for technical and agricultural applications. The remain-
ing production lines are dedicated to the production of In addition to these production lines, the Group oper-
hygiene materials. ates three small finishing lines, which enable the cutting,
gluing and perforation of processed fabrics according to
customer specifications.
06 | Management Report 55
Ongoing investments
Semi-commercial production line
at the production plant in Znojmo-
Přímětice in the Czech Republic At the present time there are no ongoing investments
that would have a significant impact on the production
A strategically very important project was the installation capacity of the Group.
of a semi-commercial production line at the Znojmo-
56 PFNonwovens a.s. | Annual Report 2019
The integrated quality system of the Group in the pro- The Group has implemented and maintains an environ-
duction plants in the Czech Republic has been cer- mental management system to take care of all environ-
tified under EN ISO 9001 and EN ISO 14001 certifi- mental aspects as required by ISO 14001. The produc-
cates from CQS, IQNet since 1997. Recertification of tion process involves the transformation of PP or PE
the system according to the new ISO 9001:2015 and raw materials into the form of fibres through the appli-
ISO 14001:2015 norms occurred in December 2017 cation of heat and pressure. This process results in min-
with certificates being valid until 2020. The production imal chemical changes to the material and produces
plant in Egypt is likewise certified according to EN ISO only limited atmospheric emissions. All environmental
9001:2015, in this case by TÜV Nord with certificates aspects implemented by the Group are monitored and
valid until 2020. The new production plant in South reviewed.
Africa that was put into operation in the middle of last
year has implemented the same quality management The management of the Group has adopted key princi-
system as the other plants of the Group, however with- ples to meet all environmental requirements. All employ-
out ISO certification for the time being. ees are aware of and recognise their responsibility for
the fulfilment and observance of these principles.
High standards of the Group’s quality culture are based
on these fundamental pillars: Details related to environmental activities are available
on the Company’s website www.pfnonwovens.cz.
06 | Management Report 57
From a technological standpoint, the technical depart- The Group cooperates with many institutions such as
ment has three primary objectives: universities and R&D centres, primarily in the Czech
Republic and Slovakia but also in Western Europe.
1. to continuously improve the quality, performance These institutions provide the Group with special sup-
and efficiency of production of standard products, port in various specialised research areas including the
opportunity to develop products on pilot equipment,
2. to develop products with an added value through as well as consulting in areas such as patent research,
the use of current and new technologies including drawing up of patents, modelling nonwoven textile
bi-component spinning technology with the objec- structures or testing of new technologies and input raw
tive of increasing textile utility characteristics for end materials.
customers,
Research and development costs in 2019 were
3. to develop products respecting environmental pro- CZK 36.2 million (CZK 43.2 million in 2018).
tection – in the context of the Group this concerns
primarily the development of nonwoven textiles pro-
duced from renewable resources (so-called biopoly- Intellectual Property
mers).
PFNonwovens a.s. and its controlled companies, are
All of these objectives are being achieved in coopera- members of the PFNonwovens Group subject to single
tion with the raw material suppliers, using standard and management by PFNonwovens Holding s.r.o., including
special new polymers, and/or with machinery suppliers, all matters of intellectual property.
which allows the Group to offer value added products to
its customers. The Group has patented its trademarks and logos in
key countries in Europe, the Americas, Africa and Asia
In the preceding year, a new Spunmelt technology con- in order to provide protection in the main international
cept, i.e. Compact, was fully verified at the Cape Town markets.
production plant. This platform was developed to sim-
plify and speed up the Company’s entry into develop- The Group is an applicant for eleven published patent
ing markets, which are characterised by a set of specific families submitted since 2010. Six of them are the result
58 PFNonwovens a.s. | Annual Report 2019
Information about dependency on patents The Group’s strategy into the future is to:
or licences, industrial, commercial or
financial contracts that have fundamental 4. develop and take advantage of growth opportunities
importance for business activity to strengthen its market position,
The Group also utilises licences for the production of 5. maintain and extend technological excellence in
technical materials provided by the supplier of the pro- spunmelt nonwoven textiles for disposable hygiene
duction lines. products in the EMEA region, and
Apart from these licensing contracts, the Group is not 6. provide solid returns to shareholders.
aware that during its activities it would be significantly
dependent on the utilisation of patents, licenses, indus- The Group intends to fulfil its strategy principally by
trial, commercial, financial or other similar contracts. focusing on the following areas:
R&D 2F, was put into operation in the fourth quarter of The Group provides continuous training, both statu-
2019 in Znojmo Plant. tory and also voluntary with the aim of increasing their
expertise and qualifications.
Maintain Close Relationships with Customers and Sup-
pliers: the Group will continue to work together with its The remuneration structure is highly motivational, with
clients, machinery manufacturers and raw material sup- the fixed component of the basic salary ranging from
pliers to research, develop and implement new products approximately 85% for manual workers and down to
ahead of the competition. The Group will endeavour to approximately 80% for management. The salary of
remain at the forefront of technical developments in the workers varies in relation to the volume produced in a
industry, supply its customers with the highest quality specific production plant and also takes into account
products and continually develop new materials. the quality of the product.
The Group supports cultural and social life in the City of In 2019, total consolidated operating costs with-
Bučovice, where one of the production plants is located. out depreciation and amortization (net) increased by
A part of this support goes to local educational and 3.6% yoy to CZK 5,323.9 million.
sports institutions.
EBITDA amounted to CZK 1,217.5 million, down by
9.6% yoy. Thus the company did not manage to meet
the target that it had set itself in the range CZK 1.30 to
1.45 billion. The failure to meet the EBITDA target was
primarily the result of low production effectiveness,
6.13 Non-financial which was related to the very low levels of inventories
of finished products during the course of the entire year
information 2019, and later than planned ramp-up of new produc-
tion capacities.
Financial Income
and Costs
Investments
In 2019, FX gains and other financial income/expense
(net) reached CZK 130.5 million. This item includes real- In 2019, total consolidated capital expenditure (CAPEX)
ized and unrealized FX gains/losses and other financial amounted to CZK 1,166.6 million, a 62.8% yoy increase.
income and expenses. The positive impact of unrealized Capital expenditures related to expansion of produc-
foreign exchange differences in 2019 was primarily the tion capacity represented CZK 933.1 million of this
result of a year-on-year appreciation of the USD against amount. Maintenance CAPEX constituted the remaining
the EUR by almost 2%, which had a positive effect on CZK 233.5 million. The Group, therefore, did not exceed
the revaluation of the intra-company loan to the Compa- its estimate of capital expenditures for 2019, which
ny’s subsidiary in Egypt. The appreciation of the South expected a maximum level of CZK 1.45 billion.
African rand against the EUR by almost 4% also had a
positive impact, which positively affected the revalua-
tion in respect to the intra-company loans provided to
the subsidiary in South Africa. The impact of the revalu-
ation of EUR-denominated bonds issued by the Czech Cash and Indebtedness
subsidiary was, likewise, positive due to the year-on-
year appreciation of the CZK against the EUR by more
than 1%. The amount of net debt as at 31 December 2019, was
CZK 4,785.3 million, up by 2.3% compared with the
Interest expenses (net) related to debt servicing level as at 31 December 2018. The increase in net debt
amounted to CZK 113.6 million in 2019, a 34.6% in comparison with the balance at the end of 2018 was
decrease compared with 2018. The reason for the primarily the result of the intensive CAPEX program
decline in interest expenses was the repayment of the related to the putting of two new production lines into
public bond issue in November 2018. operation.
amount of the public grant may not be higher than The total amount of incentives may not exceed 21.54%
CZK 403.5 million. of the eligible investment costs. At the same time the
total amount of the public grant may not be higher than
In the past, the Company has received financial support CZK 212.635 million. The relief can be applied for ten
for job creation in the amount of CZK 9.6 million. Based immediately following tax periods. The use of invest-
on the current estimate of the corporate income tax, the ment incentives has not yet begun, as the project is not
Company expects to utilise the investment incentives completed.
amounting to CZK 47.5 million as at 31 December 2019.
Overall, CZK 179.6 million should be used by the end of
2019 and CZK 172.1 million still remains to be utilised.
Ì financial support for job creation. As at 31 December 2019, the Company did not hold any
of its own shares.
7
Report on Relations
66 PFNonwovens a.s. | Annual Report 2019
PFNonwovens a.s. is a member of the PFNonwo- rently owned by several Czech physical persons and by
vens Concern controlled by the business corpo- a Lichtenstein family foundation. R2G Rohan Sàrl does
ration PFNonwovens Holding s.r.o, head office at not control any company other than PFNonwovens
Hradčanské náměstí 67/8, Hradčany, 118 00 Prague 1, Holding s.r.o.
ID No.: 046 07 341, registered in the Commercial Reg-
ister at the Municipal Court in Prague, ref. no. C 250660
(hereinafter “PFNonwovens Concern”), within the mean-
ing of Section 79 of the Act on Commercial Companies
and Cooperatives No. 90/2012 Coll. (Business Corpora- 7.1.2 Members of the
tions Act).
PFNonwovens Concern
In accordance with Section 82 of the Business Cor-
porations Act, the Company’s Board of Directors has
drawn up a Report on relations describing the relations As at 31 December 2019, excluding the controlling enti-
between the controlling entity and controlled entity, and ties and controlled entities among the members, the
between the controlled entity and other entities con- PFNonwovens Concern owned the following companies:
trolled by the same controlling entity (hereinafter “Report
on relations”). Ì PFNonwovens Czech s.r.o., Czech Republic,
ID No.: 254 78 478
7.1. Entities Ì PFN – GIC a.s., Czech Republic, ID No.: 064 23 078
The majority owner of the Company on the basis Ì PFNonwovens (Wuxi) Co., Ltd, China,
of acquisition of the Company’s shares within the ID No.: 320200M279381
scope of a voluntary takeover bid in October 2017
is PFNonwovens Holding s.r.o., Head office at Ì FQN Asia Pte. Ltd., Singapore, registration number
Hradčanské náměstí 67/8, Hradčany, 118 00 Prague 1, 201105819R
ID No.: 046 07 341, that as at 31 December 2019 owned
89,99% of the share capital and voting rights of the
Company. PFNonwovens Holding s.r.o. is, therefore,
within the meaning of Section 74 (3) of the Business
Corporations Act, a controlling entity and the Company
is in relation to it a controlled entity.
88.78% 100%
PFNonwovens PFNonwovens
PFNonwovens LLC FQN Asia Pte. Ltd.
Czech s.r.o. International s.r.o.
0.3%
PFNonwovens PFNonwovens
100% PFN – NW a.s. 99.7% 100%
Egypt LLC (Wuxi) Co., Ltd.
PFNonwovens
100% PFN – NS a.s. 100%
RSA (PTY) LTD
100% PFN – GIC a.s.
68 PFNonwovens a.s. | Annual Report 2019
The PFNonwovens Concern presents itself to the mar- Control in the entire PFNonwovens Concern is based
ket as one group. Supportive business, financial and on ownership participation in the individual business
administrative operations are arranged at the level of corporations, PFNonwovens Concern members, and
PFNonwovens Holding s.r.o. for the entire PFNonwov- with the associated authority to appoint and dismiss the
ens Concern. The relationships with the suppliers and majority of persons such as members of statutory bod-
customers of the PFNonwovens Concern are subse- ies of the business corporation and persons in similar
quently managed by the companies PFNonwovens positions or members of supervisory bodies of the busi-
Czech s.r.o., PFNonwovens LLC, PFNonwovens Egypt ness corporation.
LLC, PFNonwovens (Wuxi) Co., Ltd and PFNonwovens
RSA (PTY) LTD.
7.5.2.5 Contracts with PFNonwovens a) structure of relations between the Company and the
International s.r.o. controlling entity,
Ì loan contracts between PFNonwovens International b) structure of relations between the members of the
s.r.o. as the borrower and PFNonwovens a.s. as PFNonwovens Concern,
the lender, total principal loaned as at 31 December
2019 amounted to EUR 58.543.500; c) role of the Company in the PFNonwovens Concern,
Ì contract between the common administrators of d) method and means of control in the PFNonwovens
personal information. Concern,
g) assessment of whether or not the controlled entity solutions in the form of new products, applications and
suffered any damages. optimisation of operational-production parameters.
Concurrently, with respect to its global coverage, the
We hereby declare that we are not aware of a situa- Company will be able to apply these solutions in all the
tion, whereby the Company would suffer any damages markets of the Concern, in a faster manner and at lower
resulting from the aforementioned contracts, actions or cost. The fact that only certain companies deal with
measures. customers and key suppliers on behalf of the members
of the Concern results in significantly lower costs. We
We are confident that for the Company, predominantly see a potential risk in possible future stricter legislative
advantages result from the relations between the mem- requirements on the functioning of relations between
bers of the PFNonwovens Concern. The inclusion into the members of the Concern, with which higher finan-
the PFNonwovens Concern brings the Company oppor- cial costs may be associated compared to the existing
tunities to expand and consolidate existing business system.
relationships, to provide the opportunity to offer new
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
As at 31 December 2019
Consolidated Statement of
Comprehensive Income
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
For the year ended 31 December 2019
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
For the year ended 31 December 2019
Adjustment for:
Depreciation and Amortisation 5 h) 529,503 467,523
Foreign exchange gains/losses (61,180) (20,926)
Interest expense 5 l) 117,052 173,658
Other changes in equity 0 0
Other financial income/(expense) 5 i) (16,688) 86,946
Consolidated Statement of
Changes in Equity
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
For the year ended 31 December 2019
In thousands of CZK Share capital Transl. Cash flow Legal Retained Total equity attribut-
reserves hedge and other earnings able to equity hold-
reserve reserves ers of the Company
Note 5 u) 5 w) 5 v)
All reported figures were rounded off and for this reason
2. Basis of some additions may not add up.
preparation
d) Basis of
measurement
a) Statement of
The consolidated financial statements have been pre-
compliance pared on the historical cost basis except for derivative
financial instruments and share based payments which
are measured at fair value.
These financial statements have been prepared in
accordance with International Financial Reporting Stan-
dards and its interpretations as adopted by the Euro-
pean Union (“IFRS”).
e) Use of estimates
These consolidated financial statements were approved
by the Board of Directors and authorised for issue on and judgments
30 April 2020.
financial amounts
When preparing consolidated financial statements, the
Group uses CZK 1,000 as the minimum reporting unit.
80 PFNonwovens a.s. | Annual Report 2019
Assets, liabilities and contingent liabilities, which ful- For the purpose of presenting consolidated financial
fil the criteria for accounting recognition pursuant to statements, the assets and liabilities are expressed in
IFRS 3, are measured at fair value at the date of acqui- CZK using exchange rates ruling at the balance sheet
sition. date. Income and expense items are translated at the
average exchange rates for the period, unless exchange
Any excess of the cost of acquisition over the fair value rates fluctuated significantly during that period, in which
of the net identifiable assets acquired is accounted for case the exchange rates at the dates of the transactions
as goodwill. Any excess of the fair value of the net iden- are used.
tifiable assets acquired over the cost of acquisition is
accounted for in the income statement in the account- Exchange rates used:
ing period in which the acquisition takes place. Period average (for Statement of Exchange rate
Comprehensive Income and Cash Flow
As and when necessary, adjustments are made to Statement)
the financial statements of subsidiaries to bring their
1 January 2018 – 31 December 2018 21.735 USD/CZK
accounting policies in line with those used by other
members of the Group. 1 January 2018 – 31 December 2018 1.647 ZAR/CZK
1 January 2019 – 31 December 2019 22.934 USD/CZK
All group entities included in the note 5 dd) are fully con-
1 January 2019 – 31 December 2019 1.588 ZAR/CZK
solidated.
Exchange differences arising from translation to the pre- Revenues from the sale of services are recognised when
sentation currency are classified as equity and trans- the service is rendered.
ferred to the Group’s translation reserve.
A description of the main activities from which the
Group generates revenues is provided below.
Ì The Group transferred to the buyer the control from Expenditure on research activities, undertaken with the
the ownership of the goods, prospect of acquiring new scientific or technical knowl-
edge and understanding, is recognised in the income
Ì The Group no longer retains a continued connection statement as an expense as incurred.
at the management level pertaining to the ownership
or effective control over the goods sold, Expenditure on development activities is capitalised as
intangible asset if the product or process is technically
Ì revenues can be reliably determined, and economically feasible. The expenditure capitalised
includes the cost of materials, direct labour and directly
Ì it is probable that the economic benefits related to attributable overheads. Other development expenditure
the transactions will accrue to the Group is recognised in the income statement as an expense as
incurred. Capitalised development expenditure is stated
Ì the resulting costs or costs arising in connection at cost less accumulated amortisation and impairment
with the transaction can be reliably determined. losses.
82 PFNonwovens a.s. | Annual Report 2019
Deferred tax
Grants and subsidies relating to employees
Deferred tax liabilities and assets arising from differ-
ences between the carrying amounts of assets and lia- The grants to train employees and subsidies to establish
bilities in the financial statements and the correspond- new jobs from the government of the Czech Republic
ing tax bases of these assets and liabilities used in the are accounted for in the comprehensive income state-
computation of taxable profit are accounted for using ment in the year in which related expenses are incurred.
the balance sheet liability method. Deferred tax liabili-
ties are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to Grants relating to income tax
the extent that it is probable that taxable profits will be
available against which deductible temporary differ- Grants relating to income tax represent investment
ences can be utilised. incentives. The Group does not account for a total tax
liability but records its tax liability less the expected
The carrying amount of deferred tax assets is reviewed amount of investment incentives.
at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable prof-
its will be available to allow all or part of the asset to be Grants for R&D projects
recovered.
The Group is successful in obtaining the grants for R&D
projects. These grants are tendered under the research
08 | Consolidated Financial Statements 83
and development support programmes by the Czech The carrying amounts of intangible assets are reas-
Ministry of Industry and Trade. The grants for R&D proj- sessed to identify impairment losses where events or
ects are recognised in the statement of comprehen- changes of facts indicate that the carrying amount of
sive income in the year in which related expenses were each individual asset exceeds its recoverable amount.
incurred.
Intangible assets include software, which is amortised
on a straight-line basis over its estimated useful life,
Tax deductible items which is three years. The item also includes capital-
ised intangible assets arising from development which
The Group benefits from reduction of tax base by tax is amortized on a straight-line basis over its estimated
deductible items related to research and development useful life, which is ten years.
expenses.
An internally-generated intangible asset arising from
development is recognised if, and only if, all of the fol-
lowing have been demonstrated:
l) Impairment of m) Inventories
assets and goodwill
Inventories are stated at the lower of cost and net real-
isable value. The cost comprises direct materials and,
At least at each balance sheet date, the Group reviews where applicable, direct labour costs and those over-
the carrying amounts of its tangible and intangible heads that have been incurred in bringing the invento-
assets to determine whether there is any indication that ries to their present location and condition, based on
those assets have suffered an impairment loss. If any normal operating capacity, excluding finance costs. The
such indication exists, the recoverable amount of the cost is calculated using the weighted average method.
asset is estimated in order to determine the extent of
the impairment loss (if any). Where it is not possible to The net realisable value is the estimated selling price
estimate the recoverable amount of an individual asset, less all estimated costs of completion and costs to be
the Group estimates the recoverable amount of the incurred in marketing, selling and distribution.
cash-generating unit to which the asset belongs.
For the purposes of impairment testing of goodwill, the Financial liabilities are valued in the category “amortised
goodwill is allocated to all goods producing subsidiar- value” with the exception of i) financial liabilities booked
ies. The recoverable amount is established using a dis- against expenses and gains: this classification is applied
counted cash flow model. to derivatives, financial liabilities including for trading
(e.g. short positions in securities) and other financial lia-
bilities that have been classified as such at initial recog-
nition.
08 | Consolidated Financial Statements 85
The valuation and reporting methods for derivatives The method of recognizing the resulting gain or loss
intended for hedging, and derivatives intended for trad- depends on whether the derivative is designated as a
ing are described in the section Derivative financial hedging instrument, and if so, the nature of the item
instruments. being hedged.
Financial assets are classified into two main catego- Upon implementation of IFRS 9, the Group used transi-
ries (a) at amortized cost (which include mainly trade tional provisions and continues to proceed according to
receivables) and (b) at fair value through profit or loss or IAS 39 for existing hedging relationships.
through other comprehensive income.
The Group uses cross currency swaps to hedge cash
The Group categorises financial assets such as financial flows from bonds issued by the Group, resp. currency
assets in amortised value only when the following crite- forwards to hedge cash flows related to the operating
ria are met: activities of the Group. At the inception of the hedge
relationship, the Group documents the relationship
Ì the asset is held on the basis of a business model, between the hedging instrument and the hedged item
the objective of which is to collect contractual finan- The economic relationship is defined as the expectation
cial flows and concurrently that the value of the hedging instrument and the value
of the hedged item will move in the opposite direction
Ì financial flows that arise on the basis of contrac- with respect to the hedged risk. From the creation of
tual conditions, are only payments of principal and the hedge, the Group regularly documents whether the
interest hedging instrument is effective. The effectiveness of the
hedging relationship is defined as the ratio of the cumu-
lative change in the fair value of the hedging instrument
IMPAIRMENT OF FINANCIAL ASSETS relative to the change in the fair value of a hypotheti-
cal derivative (derivative, which perfectly hedges the
Impairment of financial assets by applying the IFRS 9 hedged item). A certain level of ineffectiveness is intro-
requirements is based on expected credit loss (ECL) duced into the hedging relationship by the difference
model. between the Bid and Ask rates, however, the Group
assessed this ineffectiveness as insignificant. The effec-
Payment discipline of customers is very good, trade tive portion of changes in the fair value of derivatives
receivables of the Group are insured. Historically, the that are designated and qualify as cash flow hedges is
Group has suffered only minimal losses arising from recognised in other comprehensive income. The gain
customers’ unwillingness to pay, and these losses were, or loss relating to the ineffective portion is recognised
furthermore, to a large degree, covered by the insur- immediately in profit or loss.
ance of receivables. The Group has its financial claims
covered by credible financial institutions. The reduction Amounts previously recognised in other comprehen-
in the value of financial assets due to expected credit sive income and accumulated in equity are reclassified
losses is, for the aforementioned reasons, insignificant to profit or loss in the periods when the hedged item
and thus the Group has decided not to book them. is recognised in profit or loss, on the same line as the
recognised hedged item. Hedge accounting is discon-
tinued when the Group revokes the hedging relation-
Derivative financial instruments ship, when the hedging instrument expires or is sold,
terminated, or exercised, or when it no longer qualifies
The Group’s operating activities are primarily exposed for hedge accounting. Any gain or loss accumulated in
to financial risks such as changes in foreign exchange equity at that time remains in equity and is recognised
rates and interest rates. Where necessary, the Group when the forecast transaction is ultimately recognised
uses derivative financial instruments to cover these in profit or loss. When a forecast transaction is no lon-
risks. ger expected to occur, the gain or loss accumulated in
equity is recognised immediately in profit or loss.
Derivative financial instruments are initially measured at
fair value on the contract date, and are remeasured to
fair value at subsequent reporting dates.
86 PFNonwovens a.s. | Annual Report 2019
OTHER DERIVATIVES
r) Long-term liabilities
Certain derivative instruments are not designated for
hedge accounting. Changes in the fair value of any
derivative instruments that do not qualify for hedge Long-term liabilities, such as long-term bank loans and
accounting are recognized immediately in the income bonds, are initially measured in the amount of the cash-
statement. flow received upon issuance of such a debt instrument
reduced by the related transaction costs. Subsequently
the liabilities are measured at amortized cost using the
effective interest rate method. The difference between
the nominal value and the initial measurement of the
o) Stock option plan debt is amortised through the income statement over
the maturity of the debt.
The Company concluded a stock option plan, which is The issuance costs and discount below, resp. premium
realized through phantom options, the value of which is above the nominal value, are treated as a reduction of,
derived from the actual share price of the Company. resp. increase in the nominal value of the instrument
issued. These amounts are included in the amortization
The Company measures the liability arising from the using the effective interest rate method.
stock option plan at fair value at the balance sheet date.
Changes in the fair value of these liabilities are rec-
ognised in the statement of comprehensive income for
the period.
s) Contract assets
Fair value is calculated as the intrinsic price of an
option, i.e. the difference between the current market and liabilities
price of the Company’s shares and the phantom share
strike price. The time value of an option is not taken into
consideration. Contract asset is the Group’s right to consideration
in exchange for goods or services that the Group has
transferred to a customer when that right is conditioned
on something other than the passage of time (for exam-
ple, the Group’s future performance).
p) Trade and other
Contract liability is the Group’s obligation to transfer
receivables goods or provide services to a customer for which the
Group has received consideration from the customer.
Trade and other receivables are initially measured at Contract assets and liabilities are initially measured at
fair value and subsequently at amortised cost using the fair value and subsequently at amortized cost using the
effective interest method. effective interest rate method.
Provisions are recognised when the Group has a pres- Ì Amendments to IFRS 9 Financial instruments –
ent obligation as a result of a past event, and it is proba- Subscription feature with negative compensation
ble that the Group will be required to settle that obliga- – effective for annual periods beginning on or after
tion, and a reliable estimate can be made of the amount 1 January 2019,
of the obligation. Provisions are measured at the man-
agement’s best estimate of the expenditure required Ì Amendments to IAS 19 Employee Benefits – Plan
to settle the obligation at the balance sheet date, and Amendment, Curtailment or Settlement (effective
are discounted to the present value where the effect is for annual periods beginning on or after 1 January
material. 2019),
and revised standards The adoption of the above standards did not have a sig-
nificant impact on the Group’s financial statements.
The new standard IFRS 16 Leasing replaces all Ì Amendments to References to the Conceptual
existing international accounting regulations relating Framework in IFRS Standards (effective for annual
to lease accounting for both the lessee and the les- periods beginning on or after 1 January 2020).
sor. According to this standard, the lessee will book
the majority of lease items on the balance sheet. Ì Amendment to IFRS 3 Business Combinations
From the lessor’s perspective, the accounting treat- (effective for annual periods beginning on or after
ment of leasing remains practically unchanged. This 1 January 2020),
model will be applied to leases, with the exception
of short term leases and leasing where the under- Ì Amendments to IAS 1 Presentation of Finan-
lying asset has a low value. The standard is bind- cial Statements and IAS 8 Accounting Policies,
88 PFNonwovens a.s. | Annual Report 2019
Changes in Accounting Estimates and Errors international level in different currencies and uses
(effective for annual periods beginning on or after financial instruments depending on interest rates.
1 January 2020),
When managing its financial risks, the Group concen-
Ì IFRS 17 Insurance Contracts (effective for annual trates on the unpredictability of financial markets and
periods beginning on or after 1 January 2021), endeavours to minimise potential negative effects on the
results of operations.
Ì Amendments to IFRS 10 “Consolidated Financial
Statements” and IAS 28 “Investments in Asso- The following paragraphs provide qualitative and quanti-
ciates and Joint Ventures” – Sale or Contribution tative disclosure on potential effects of these risks upon
of Assets between an Investor and its Associate or the Group.
Joint Venture and further amendments (effective
date deferred indefinitely until the research project
on the equity method has been concluded),
The Group does not expect to apply any of the above The maximum credit risk to which the Group is theoret-
standards, revisions or amendments before their effec- ically exposed is represented by the carrying amounts
tive date. The Group anticipates that the adoption of stated for cash and cash equivalents and trade and
these new standards, amendments to the existing stan- other receivables in the balance sheet. Overview of
dards and new interpretations will have no material trade and other receivables according to due date is
impact on the financial statements of the Group in the shown below.
period of initial application.
2019 2018
% of % of
total total
The credit quality of bank balances can be summarized ond largest customer accounted for 15% of the Group’s
based on Moody’s ratings as at 31 December 2019 and total sales, compared with a 17% share in 2018, and
2018 as follows: the third largest customer accounted for 11% of the
Group’s total sales, compared with a 9% share in 2018.
There were no other customers with more than 10%
31 December 2019 31 December 2018
share on total sales.
– Aa3 172,516 174,575
The Group did not change any objectives, policies and
– A1 28,980 225,077
processes for managing the credit risk in 2019.
– A2 5 9
– A3 159 (2)
– Without
external rating
387 0
Liquidity risk
Total 202,046 399,659
A3 – assessed as medium quality at a higher level with a Ì maintaining an adequate level of available liquidity;
low credit risk.
Ì obtaining adequate credit lines;
Baa1 – Baa3 – assessed as medium quality with a cer-
tain degree of a speculative level and a medium credit Ì monitoring future liquidity on the basis of business
risk. planning.
The Group supplies the vast majority of its production The following tables detail the Group’s expected matu-
to global customers and their production plants around rity for its non-derivative financial assets and remain-
the world. Due to this fact, it is difficult to determine the ing contractual maturity for its non-derivative finan-
exposure of the Group to geographical segments. cial liabilities. The tables have been drawn up based on
the undiscounted contractual maturities of the financial
The Group supplies nonwoven textiles primarily to the assets including interest that will be earned on those
hygiene segment, where the segment’s share of total assets and based on undiscounted cash flows of finan-
revenues in 2019 accounted for approximately 91% cial liabilities based on the earliest date on which the
(90% in 2018). The remaining 9% of revenues (10% in Group can be required to pay. The financial liabilities
2018) came from the building construction, agricultural part of the table includes both interest and principal
and healthcare segments. cash flows.
2019 Book value Less than 6 months – 1 year – 2 years – 5+ years Total
6 months 1 year 2 years 5 years
Financial liabilities:
Variable interest rate bonds 670,109 14,306 14,306 28,612 85,835 706,612 849,670
Fixed interest rate bonds 3,228,617 23,822 58,726 82,548 2,540,989 919,499 3,625,584
Trade payables 230,944 230,944 0 0 0 0 230,944
Short-term bond payables 63,396 63,396 0 0 0 0 63,396
Payables to employees 28,117 28,117 0 0 0 0 28,117
Other payables 9,214 9,214 0 0 0 0 9,214
2018 Book value Less than 6 months – 1 year – 2 years – 5+ years Total
6 months 1 year 2 years 5 years
Financial liabilities:
Variable interest rate bonds 669,834 13,797 13,797 27,595 82,784 733,189 871,162
Fixed interest rate bonds 3,253,433 24,117 59,100 83,217 1,301,073 2,271,788 3,739,294
Trade payables 262,435 262,435 0 0 0 0 262,435
Short-term bond payables 60,795 60,795 0 0 0 0 60,795
Payables to employees 37,912 37,912 0 0 0 0 37,912
Other payables 9,205 9,205 0 0 0 0 9,205
Management believes that the funds and available credit been drawn up based on the undiscounted net cash
lines described in Note 5x); in addition to the funds inflows/(outflows) on the derivative instrument that settle
that are generated from operating activities, will enable on a net basis. When the amount payable or receivable
the Group to satisfy its requirements resulting from its is not fixed, the amount disclosed has been determined
investment activities and its working capital needs. by reference to the projected interest rates as illustrated
by the yield curves existing at the reporting date.
The following table details the Group’s liquidity analy-
sis for its derivative financial instruments. The table has
2019 Less than 6 months 6 months – 1 year 1 year – 2 years 2 years – 5 years 5+ years
Net settled:
2018 Less than 6 months 6 months – 1 year 1 year – 2 years 2 years – 5 years 5+ years
Net settled:
The Group did not change any objectives, policies and processes for managing the liquidity risk in 2019.
08 | Consolidated Financial Statements 91
Western
The Group manages the amount of capital and capi- 2,212,377 33.8% 2,185,487 33.7%
Europe
tal structure, and makes adjustments to it in the light
of changes in economic conditions and the risk char- Central and
acteristics of the underlying assets. The Group consid- Eastern
2,696,325 41.2% 2,489,646 38.4%
ers equity and proceeds from the bond issues as cap- Europe,
ital. In order to maintain or adjust the capital structure, Russia
the Group may adjust the amount of dividends paid to
Other 1,632,742 25.0% 1,809,660 27.9%
shareholders, return capital to shareholders, issue new
shares, or sell assets to reduce debt. Total 6,541,444 100.0% 6,484,793 100.0%
Contract assets
b) Segment reporting
The following table provides information about trade
receivables and contract assets resulting from contracts
with customers. In accordance with IFRS 8, the Group identified one
operating segment, the segment of nonwoven textiles.
Receivables constitute trade receivables from already This segment consists of the production and sale of
issued invoices. nonwoven textiles, including scrap from its production.
Contract assets constitute products that have been pro- In consideration of the aforementioned, the statements
duced on the basis of an order received from a cus- and other information for this segment are identical
tomer and meet the IFRS 15 condition for recognition of to the statements and other information for the entire
revenue over time. In the case of the Group the condi- Group. Likewise, for this reason no reconciliation of seg-
tion is met that the product does not have an alternative ment indicators with the indicators for the entire Group
use for the Group and at the same time the Group has is performed.
a legally enforceable right to payment for performance.
For this reason, no provision is created for these assets.
Essentially, these constitute products produced on the
basis of a customer’s order, which will be delivered in
the following period for a price that is already known for c) Raw materials,
the following period.
consumables and
as at as at
31 December 31 December services used
2019 2018
2019 20178
f) Staff costs
2019 Average Total Wages and Remunera- Revenues related Social security Social
number of salaries tion of Board to the stock option and health insur- expenses
employees members plan revaluation ance expenses
Executives and
5 6,610 240 8,531 -4,186 2,025 0
non-executives
2018 Average Total Wages and Remunera- Revenues related Social security Social
number of salaries tion of Board to the stock option and health insur- expenses
employees members plan revaluation ance expenses
Executives and
5 26,665 14,479 10,367 (911) 2,730 0
non-executives
2019 2018
m) Income tax
(expense)/ income
j) Foreign exchange
losses and other 2019 2018
k) Interest income
2019 2018
Income tax calculated using the enacted tax rate 133,917 19.0% 136,806 19.0%
Differences in tax rates of countries in which individual entities operate 24,436 3.5% 0 0%
Utilisation of accumulated tax losses not reported in deferred tax (2,139) (0.3%) (23,405) (3.3%)
Tax losses from actual period not reported in deferred tax 65,579 9.3% 13,684 1.9%
Initial reported effect of investment incentives on deferred tax 27,970 4.0% (178,538) (24.8%)
Utilisation of investment incentives initially not reported in deferred tax 0 0.0% (42,784) (5.9%)
PFN – NW a.s. started making use of the incentives in PFN – GIC a.s. was granted an investment incentives in
2008, year 2017 was the last year, in which PFN – NW a.s. March 2018 and has not yet started to utilise them.
used the investment incentives. PFN – NW a.s. was
granted additional investment incentives in 2016. Maximum percentage of expended amount used as
PFN – NS a.s. was granted an investment incentives in corporate tax relief is 48% for PFN – NW a.s., 30% for
January 2009 and has started to utilise them in 2016. PFN – NS a.s. and 22% for PFN – GIC a.s.
Max. amount in Unused amount as at 31 Decem- Corporate tax First year of usage of
million CZK ber 2019 in million CZK relief for corporate tax relief
Max. amount in Unused amount as at 31 Decem- Corporate tax First year of usage of
million CZK ber 2018 in million CZK relief for corporate tax relief
Investment incentives are tax savings granted by the Basic earnings per share
government provided that certain conditions are fulfilled
(such as the level of incremental investments) by the
2019 2018
Group. For this reason the intangible asset was recog-
nised – deferred tax asset - arising from tax incentives Net profit attributable to
TCZK 473,198 815,157
and from corresponding income tax subsidies. equity holders
Acquisition cost
Accumulated amortisation
Reclassification 0 0 0 0 0 0
The Group tested the the value of non-current tangi- Cash flows for 2033 are calculated for all three CGU’s
ble assets for impairment as at 31 December 2019 and with a conservative assumption of 0% year-on-year
2018. Management decided that for the purposes of change and the discount rates provided below.
impairment testing of the value of non-current tangi-
ble assets, the subsidiaries of the Company are divided
into three cash-generating units, i.e. subsidiaries of the Discount rates
Company in the Czech Republic (hereinafter “CGU CZ”),
the subsidiary of the company in Egypt (hereinafter The discount rates provided below have been set on the
“CGU EG”) and the subsidiary of the Company in South basis of an estimation of weighted costs of capital of
Africa (hereinafter “CGU JAR”). In respect to the fact the Group, increased by a risk surcharge for the individ-
that CGU JAR commenced commercial operations only ual countries in which the CGU’s are operated.
in the middle of 2019, the management believes that
for the purpose of assessing the reduction in the value
CGU Discount rate used
of non-current tangible assets of CGU JAR there is cur-
rently an insufficient amount of relevant information on CGU CZ 5.1%
the basis of which it would be possible to reliably cal-
CGU EG 9.2%
culate the potential impairment of non-current tangible
assets. For this reason, CGU JAR was eliminated from
further analysis.
Booking the impairment of non-
current tangible assets
Key assumptions used in the calculation
of the value-in-use are the following: On the basis of the above-mentioned calculations for
the individual CGU’s, as at 31 December 2019 and
Ì Customer demand – In the past, the Group has been 2018, no impairment of non-current tangible assets has
able to sell 100% of production capacity of the units been booked in relation to CGU CZ and CGU EG.
generating cash flows. The management believes
that the planned almost full utilisation of produc-
tion capacities in the upcoming years is realistically Value-in-use sensitivity analysis
achievable.
The value-in-use of the individual CGU’s is sensitive pri-
Ì Planned gross margin – In 2020 and in subsequent marily to changes in the discount rate and the EBITDA
years, the management conservatively expects a margin. The sensitivity analysis for the individual CGU’s
similar trend as in the past. is provided below.
CGU CZ CGU EG
Discount rate
The impact of an increase in the discount rate by 1 pp. on the value-in-use of the CGU thous. CZK (1,973,820) (93,423)
Discount rate threshold limit value at which the value-in-use of the CGU = 0 % 12% 10%
EBITDA margin
The impact of a decrease in the EBITDA margin by 1 pp. on the value-in-use of the CGU thous. CZK (905,430) (77,645)
EBITDA threshold limit value at which the value-in-use of the CGU = 0 % 12% 14%
Accumulated amortisation
Balance at 31/12/2017 0 22,030 28,401 0 50,431
Amortisation expense 0 3,403 19,018 0 22,421
Disposals 0 (8,235) 0 0 (8,235)
Exchange differences 0 0 0 0 0
Balance at 31/12/2018 0 17,197 47,419 0 64,616
Amortisation expense 0 4,101 32,097 0 36,199
Disposals 0 (79) 0 0 (79)
Exchange differences 0 0 0 0 0
Balance at 31/12/2019 0 21,220 79,516 0 100,736
The Group tested the possible impairment of good- Based on the above mentioned-calculation, no impair-
will as at 31 December 2019 and 2018. Due to the fact ment of goodwill was recognised either in 2019 or in
that goodwill was recognized in 2006, it relates only 2018.
to Czech subsidiaries in the Group. The management
therefore has determined that for goodwill testing pur-
poses all subsidiaries in the Czech Republic are con-
sidered as one cash generating unit. The calculation
of the recoverable amount of this single cash gener- q) Inventories
ating unit is based on cash flow projections derived
from financial budget approved by management for the
year 2020 with discount rates for the individual years
2019 2018
of 5.1% p.a. (2018: 8.0% p.a.), which were set on the
basis of an estimation of weighted average cost of cap- Materials 389,252 315,777
ital. Cash flow projections for the period 2021 – 2033 are
Products 18,068 12,771
based on previous experience, while a 1% year-on-year
decline in sales and operating profit EBITDA is conser- Semi-finished products 32,675 21,913
vatively assumed during this period. Cash flows after
Spare parts 288,023 231,154
this period are calculated using a conservative expec-
tation of 0% year-on-year decline and the aforemen- Other 48,478 24,290
tioned discount rates. The recoverable amount is sen-
Total 776,496 605,905
sitive primarily to changes in the discount rate, and the
operating profit margin (EBITDA margin). An increase of
the discount rate by 1 percentage point would lower the Spare parts include items with a turnover time shorter
recoverable amount by approximately CZK 1,974 million than one year or of immaterial individual value.
and vice versa. The discount rate would need to reach
approximately 12% for it to be necessary to book an
impairment of goodwill. The degree of growth (develop-
ment of demand from customers) used in the calcula-
tion is lower than the long term estimated growth of the r) Current trade and
nonwoven textile market in Europe. A decrease in the
EBITDA margin by 1 percentage point would lower the other receivables
recoverable amount by approximately CZK 905 mil-
lion and vice versa. The EBITDA margin would need to
reach approximately 12 % for it to be necessary to book
2019 2018
an impairment of goodwill. According to the opinion of
management a potential change in key assumptions on Financial assets
which the recoverable amount is based would not mean
Trade receivables 1,120,217 1,399,919
that the total accounting value of these cash generating
units would exceed their total recoverable value. Positive fair value of financial
22,143 947
derivatives
The key assumptions used in the value-in-use calcula-
Non-financial assets
tions are as follows:
Other receivables 28,573 2,313
Ì Demand from the customers – In the past, the Group
Contingent assets 69,862 92,385
was able to sell 100% of its production capacity
related to the cash generating unit. The management Prepaid expenses 87,274 7,689
believes that the planned almost full utilisation of the
Advance payments 8,781 14,589
production facilities for the next four years is reason-
ably achievable. Other tax receivables 270,563 332,080
FOREIGN CURRENCY OPTION STRUCTURE II. item will move in the opposite direction with respect to
the hedged risk. In case of appreciation of CZK against
In April 2018, the Group concluded a foreign currency EUR, the value of the hedging instrument will increase
option structure. The objective of this foreign currency and at the same time the value of the hedged item,
option structure is to hedge currency risk connected to sales, in EUR, will decrease. The Group considers the
revenues in EUR and their conversion to CZK in approx- hedging relationship to be effective due to the fact that
imately the amount as the Group expends each month the parameters of the hedging instrument’s and the
on the payment of wages and salaries after the expira- hedged items are identical (nominal, maturity dates for
tion to the aforementioned option structure from 2016. interest payments, stable sales in EUR). For this reason,
The foreign currency option structure consists of two the entire fair value of the hedging derivative was recog-
independent transactions, a series of synthetic forwards nized in equity, resp. other comprehensive result.
and written (sold) options with a monthly expiration from
August 2019 to July 2021. The Group accounts for the second part of the option
structure, a series of monthly written options, outside
The Company has implemented hedge accounting on hedge accounting, and accordingly the change in its fair
a part of the foreign currency option structure, namely value is booked in the profit and loss statement.
a series of monthly synthetic forwards. The economic
relationship is defined as the expectation that the value The fair value of these foreign currency option struc-
of the hedging instrument and the value of the hedged tures (divided into hedging derivatives and deriva-
item will move in the opposite direction with respect to tives intended for trading), as at 31 December 2019
the hedged risk. In case of appreciation of CZK against and 2018, is presented in the following table. A positive
EUR, the value of the hedging instrument will increase value represents a receivable of the Group, a negative
and at the same time the value of the hedged item, value a payable of the Group.
sales, in EUR, will decrease. The Group considers the
hedging relationship to be effective due to the fact that The fair value of derivative financial instruments is
the parameters of the hedging instrument’s and the derived in accordance with the second level in the hier-
hedged items are identical (nominal, maturity dates for archy of fair values according to IFRS 13.
interest payments, stable sales in EUR). For this reason,
the entire fair value of the hedging derivative was recog-
2019 2018
nized in equity, resp. other comprehensive result.
Foreign currency option structure
— 34
The Group accounts for the second part of the option I. – series of barrier options
structure, a series of monthly written options, outside
Foreign currency option structure II.
hedge accounting, and accordingly the change in its fair (1,310) (5,171)
– series of listed options
value is booked in the profit and loss statement.
Foreign currency option structure III.
(830) —
– series of listed options
FOREIGN CURRENCY OPTION STRUCTURE III.
Total (2,140) (5,137)
2019 2018
The carrying amount of the bank loans approximates their fair value. The over-
draft facility is treated as a bank current liability.
x) Deferred tax
Deferred tax assets and liabilities
The first issue in the amount of CZK 678,000,000 (six hundred Interest accrued on issued bonds 63,396 60,795
and seventy-eight million Czech crowns) with an offer price of
Total short-term bonds 63,396 60,795
100% matures on 14 July 2025 and bears a variable interest
rate of 6M PRIBOR + 2.00% p.a.
2019 2017
Cash and cash equivalents,
Employment tax 3,893 3,252 current investments
Corporate income tax payable 7,502 14,031 The carrying amount of cash and other current finan-
cial assets approximates fair value due to the relatively
Total 11,395 17,283 short-term maturity of these financial instruments.
As at 31 December 2019 the corporate income tax lia- Short-term receivables and payables
bility amounted to 7,502 TCZK based on difference
between advances paid and estimate for the corporate The carrying amount of receivables and payables
income tax expense for 2019. approximates fair value due to the short-term maturity
of these financial instruments.
Short-term loans
bb) Fair value of
The carrying amount approximates fair value because of
financial instruments the short period to maturity of those instruments.
Fair value is defined as the amount at which the instru- Long-term debt
ment could be exchanged in a current transaction
between knowledgeable willing parties in an arm’s The fair value of long-term debt is based on the quoted
length transaction, other than in a forced or liquida- market price for the same or similar issues or on the
tion sale. Fair values of the financial instruments of the current rates available for debt with the same matu-
Group are based on fair value statements prepared by rity profile. The carrying amount of long-term debt and
the banks or determined based on cash flow models. other payables with variable interest rates approximates
their fair values. The fair value of long term debts was
The fair value valuation is analysed according to the estimated using discounted cash flow models in accor-
level in the fair value hierarchy as follows: (i) The first dance with the third level in the hierarchy for setting fair
level is valuation on the basis of quoted prices (unad- values.
justed) from active markets for the same types of
assets or liabilities, (ii) second-level valuations con-
sists of valuation techniques where all important inputs Derivatives
are observed for an asset or liability, either directly
(i.e. using price) or indirectly (i.e. derived from prices), The fair value of derivatives is based on the fair value
and (iii) third-level valuations are valuations which are statements prepared by the banks, for this reason it falls
not based solely on observation of market information into the second level in the fair value hierarchy.
(meaning that valuation requires significant unobserv-
able inputs). The management of the Company utilises Carrying amounts and the estimated fair values of finan-
judgement in the categorisation of financial tools utiliz- cial assets at 31 December 2019 and 2018 are as fol-
ing a fair value hierarchy. When the measurement of fair lows (in CZK thousands):
value utilises observable inputs, which require signifi-
cant adjustment, then this measurement is assumed to
be level 3.
ASSETS
Current assets
OUTSIDE RESOURCES
Non-current liabilities
Current liabilities
DERIVATIVES
Current liabilities 0 0 0 0
cc) Entities
To translate the registered capital of subsidiaries, the USD/CZK 22.621 and
ZAR/CZK 1.611 rate of exchange effective on 31 December 2019 was used.
Company Acquisition Share in the Registered Registered Number and nominal valueof shares
date subsidiary capital TCZK/ capital
TUSD/TZAR TCZK
PFNonwovens
5/12/2005 100% TCZK 3,633 3,633 100% participation of TCZK 3,633
Czech s.r.o.*
PFNonwovens
18/10/2010 100% TCZK 200 200 100% participation of TCZK 200
International s.r.o.**
PFNonwovens
6/6/2011 100% TUSD 43,000 972,703 100% participation of TUSD 43,000
EGYPT LLC***
PFNONWOVENS RSA
11/7/2016 100% TZAR 30,000 120,825 100% participation of TZAR 75,000
(PTY) LTD****
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
As at 31 December 2019
Statement of Comprehensive
Income of PFNonwovens a.s.
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
For the year ended 31 December 2019
Foreign exchange gains and other financial income 5d) 15,753 42,488
Foreign exchange losses and other financial expenses 5e) (15,230) (48,469)
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
For the year ended 31 December 2019
Adjustment for:
Exchange rate changes 14,477 (41,900)
Interest expense 35,460 99,713
Interest income (58,907) (62,608)
Other non-cash transactions 486,054 0
Cash and cash equivalents at the beginning of the period 229,335 1,298,482
Effect of exchange rate fluctuations on cash held (290) 18,656
Cash and cash equivalents at the end of the period 6,288 229,335
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union
For the year ended 31 December 2019
in thousands of CZK Share capital Share premium Legal and other Retained Total equity attribut-
reserves earnings able to equity holders
of the Company
Rounding 0 0 0 1 1
2. Basis of d) Basis of
preparation measurement
The nonconsolidated financial statements have been
prepared on the historical cost basis except for deriv-
ative financial instruments and share based payments
which are measured at fair value.
a) Statement of
compliance
e) Use of estimates
These financial statements have been prepared in
accordance with International Financial Reporting Stan- and judgments
dards and its interpretations as adopted by the Euro-
pean Union (“IFRS”).
The preparation of financial statements in compliance
These consolidated financial statements were approved with IFRS requires management to make judgments,
by the Board of Directors and authorised for issue on estimates and assumptions that affect the application of
30 April 2020. accounting policies and the reported amounts of assets
and liabilities, income and expenses. The estimates and
associated assumptions are based on historical expe-
rience and various other factors that are believed to
be reasonable under the circumstances, the results of
b) Presentation and which form the basis for making the judgments about
the carrying values of assets and liabilities that are not
functional currency readily apparent from other sources. The actual results
may differ from these estimates.
The functional currency of the Company and the cur- The estimates and underlying assumptions are reviewed
rency in which the financial statements are presented is on an on-going basis. Revisions to accounting esti-
the Czech Koruna (CZK). mates are recognised in the period in which the esti-
mate is revised if the revision affects only that period
or in the period of the revision and future periods if the
revision affects both the current and future periods.
d) Taxation
a) Foreign currencies
The tax expense in the income statement includes cur-
rent and deferred tax expenses.
When preparing the Company’s financial statements,
a fixed rate is used to convert transactions in curren-
cies other than the functional currency. This rate is Current tax
determined on the basis of the daily exchange rate
announced by the central bank on the last business day Current income tax is based on taxable profit and
of the calendar month and is used for accounting trans- the tax base. Taxable profit differs from net profit as
actions accounted for in the following month. reported in the income statement because it excludes
items of income or expense that are taxable or deduct-
During the year, only realized foreign exchange gains ible in other periods and it further excludes items that
and losses are recognized. Monetary assets and liabil- are never taxable or deductible. The Company’s liabil-
ities denominated in a foreign currency are translated ity for current tax is calculated using tax rates that have
at the balance sheet date at the exchange rate prevail- been enacted under local legislation by the balance
ing on that date. All exchange differences (realized and sheet date.
unrealized) are recognized in the income statement.
Deferred tax
e) Financial instruments
A financial asset is mainly cash, an equity instrument of
another entity or a contractual right to receive cash or
09 | Non-consolidated Financial Statements 121
Financial liabilities are presented as current when they Derivative financial instruments
are due within 12 months of the balance sheet date.
The Company’s operating activities are primarily
Financial assets and financial liabilities are offset and exposed to financial risks such as changes in foreign
the net amount is reported in the balance sheet if there exchange rates and interest rates. Where necessary, the
is a currently enforceable legal right to offset the recog- Company uses derivative financial instruments to cover
nized amounts and there is an intention to settle on a these risks.
net basis, to realize the assets and settle the liabilities
simultaneously. Derivative financial instruments are initially measured at
fair value on the contract date, and are remeasured to
fair value at subsequent reporting dates.
Financial liabilities
The method of recognizing the resulting gain or loss
Financial liabilities are valued in the category “amortised depends on whether the derivative is designated as a
value” with the exception of i) financial liabilities booked hedging instrument, and if so, the nature of the item
against expenses and gains: this classification is applied being hedged.
to derivatives, financial liabilities including for trading
(e.g. short positions in securities) and other financial lia-
bilities that have been classified as such at initial recog- Hedge accounting – cash flow hedges
nition.
The Company does not have derivatives that it would
Financial liabilities are booked when extinguished (i.e. at account for in accordance with hedge accounting
the point in time when the obligation that is specified in requirements.
the contract is completed, cancelled or has expired).
Other derivatives
Financial assets
Certain derivative instruments are not designated for
Financial assets are classified into two main categories hedge accounting. Changes in the fair value of any
(a) at amortized cost (which include mainly trade receiv- derivative instruments that do not qualify for hedge
ables) and (b) at fair value through profit or loss. Clas- accounting are recognized immediately in the income
sification into these categories is similar to the financial statement.
liabilities above.
The Company measures the liability arising from the probable that the Company will be required to settle
stock option plan at fair value at the balance sheet date. that obligation, and a reliable estimate can be made of
Changes in the fair value of these liabilities are rec- the amount of the obligation. Provisions are measured
ognised in the statement of comprehensive income for at the management’s best estimate of the expenditure
the period. required to settle the obligation at the balance sheet
date, and are discounted to the present value where the
Fair value is calculated as the intrinsic price of an effect is material.
option, i.e. the difference between the current market
price of the Company’s shares and the phantom share
strike price. The time value of an option is not taken into
consideration.
j) Own shares
Treasury shares are presented in the balance sheet as
g) Cash and cash a deduction from equity in the amount equal to their
acquisition cost. The acquisition of treasury shares is
equivalents recorded based on the trade date and presented in the
statement of changes in equity as a reduction in equity.
Long-term liabilities, such as long-term bank loans and The following amendments to the existing standards
bonds, are initially measured in the amount of the cash- issued by the International Accounting Standards Board
flow received upon issuance of such a debt instrument (IASB) and adopted by the EU are effective for the cur-
reduced by the related transaction costs. Subsequently rent reporting period for the first time:
the liabilities are measured at amortized cost using the
effective interest rate method. The difference between Ì IFRS 16 Leasing – effective for annual periods
the nominal value and the initial measurement of the beginning on or after 1 January 2019.
debt is amortised through the income statement over
the maturity of the debt. The new IFRS 16 Leasing standard replaces all exist-
ing international accounting directives relating to leasing
The issuance costs and discount below, resp. premium accounting for both the lessee and the lessor. Accord-
above the nominal value, are treated as a reduction of, ing to this standard, the lessee will book the majority
resp. increase in the nominal value of the instrument of leasing items on the balance sheet. For the lessor,
issued. These amounts are included in the amortization the booking method remains practically unchanged.
using the effective interest rate method. This model will be used for leasing, with the exception
of short-term rentals and leases, where the underlying
asset has a low value. The standard is binding from the
regular accounting period starting 1 January 2019 and
the Company has implemented this standard to this
i) Provisions date.
teria for capitalisation of leased assets and the associ- (effective for annual periods beginning on or after
ated financial liability on the balance sheet. 1 January 2020),
Ì Amendments to IFRS 9 Financial instruments – Ì IFRS 17 Insurance Contracts (effective for annual
Subscription feature with negative compensation periods beginning on or after 1 January 2021),
– effective for annual periods beginning on or after
1 January 2019, Ì Amendments to IFRS 10 “Consolidated Financial
Statements” and IAS 28 “Investments in Asso-
Ì Amendments to IAS 19 Employee Benefits – Plan ciates and Joint Ventures” – Sale or Contribution
Amendment, Curtailment or Settlement (effective of Assets between an Investor and its Associate or
for annual periods beginning on or after 1 January Joint Venture and further amendments (effective
2019), date deferred indefinitely until the research project
on the equity method has been concluded),
Ì Amendments to IAS 28 Investments in Associates
and Joint Ventures – Long-term Interests in Associ- Ì Amendments IFRS 9, IAS 39 and IFRS 7 Bench-
ates and Joint Ventures (effective for annual periods mark rate reform (effective for annual periods
beginning on or after 1 January 2019), beginning on or after 1 January 2020),
Ì IFRIC 23 Uncertainty over Income Tax Treatments Ì Amendment IAS 1 – Presentation and publication
(effective for annual periods beginning on or after of financial statements: Classification of liabilities
1 January 2019). as short term, resp. long term (effective for annual
periods beginning on or after 1 January 2022).
The adoption of these standards did not have an impact
on the Company’s financial statements. The Company does not expect to apply any of the
above standards, revisions or amendments before
Amendments to various standards due to “Improve- their effective date. The Company anticipates that the
ments to IFRSs (cycle 2015 -2017)” resulting from the adoption of these new standards, amendments to the
annual improvement project of IFRS (IFRS 3, IFRS 11, existing standards and new interpretations will have no
IAS 12 and IAS 23) primarily with a view to remov- material impact on the financial statements of the Com-
ing inconsistencies and clarifying wording (effective for pany in the period of initial application.
annual periods beginning on or after 1 January 2019).
New standards
Ì Amendments to References to the Conceptual The Company is a holding company and in this respect
Framework in IFRS Standards (effective for annual is exposed to the following financial risks:
periods beginning on or after 1 January 2020).
Ì credit risk in connection with funds deposited with
Ì Amendment to IFRS 3 Business Combinations financial institutions, banks
(effective for annual periods beginning on or after
1 January 2020), Ì liquidity risk, with particular reference to the avail-
ability of funds and access to the credit market;
Ì Amendments to IAS 1 Presentation of Finan-
cial Statements and IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors
124 PFNonwovens a.s. | Annual Report 2019
Ì market risk (primarily relating to foreign exchange Ì maintaining an adequate level of available liquidity;
and interest rates), since the Company operates at
an international level in different currencies. Ì obtaining adequate credit lines;
When managing its financial risks, the Company con- Ì monitoring future liquidity on the basis of business
centrates on the unpredictability of financial markets planning.
and endeavours to minimise potential negative effects
on the results of operations.
Liquidity risk analysis
The following paragraphs provide qualitative and quanti-
tative disclosure on potential effects of these risks upon The following tables detail the Company’s expected
the Company. maturity for its non-derivative financial assets and
remaining contractual maturity for its non-derivative
financial liabilities. The tables have been drawn up
based on the undiscounted contractual maturities of the
financial assets including interest that will be earned on
Credit risk those assets and based on undiscounted cash flows of
financial liabilities based on the earliest date on which
the Company can be required to pay. The financial liabil-
The credit quality of bank balances can be summarized ities part of the table includes both interest and principal
based on Moody’s ratings as at 31 December 2019 and cash flows.
2018 as follows:
Liquidity risk
Liquidity risk arises if the Company is unable to obtain
the funds needed to carry out its operations under cur-
rent economic conditions.
2019 Interest rate as Less than 6 months – 1 year – 2 years – 5+ years Total
at 31 December 6 months 1 year 2 years 5 years
Financial assets:
Financial liabilities:
2018 Interest rate as Less than 6 months – 1 year – 2 years – 5+ years Total
at 31 December 6 months 1 year 2 years 5 years
Financial assets:
Financial liabilities:
Financial activity
Market Risk
The Company is exposed to unrealized foreign
exchange gains/losses from the revaluation of balance
Market risk is the risk that the Company’s income or sheet items (bank loans, bonds, intra-company loans,
the value of the financial instruments held are affected cash, trade receivables and trade payables). Unrealized
by changes in market prices, such as foreign exchange foreign exchange gains and losses do not have an effect
rates, interest rates and equity prices. on the cash flows of the Company.
The Company is exposed to market risks from fluctua- The Company is exposed to a currency risk primarily
tions in foreign currency exchange rates. resulting from changes to the following currency pairs:
Interest rate risk In accordance with the terms of the bonds issued by the
Company, the Company has to keep the ratio of consol-
idated net debt to consolidated EBITDA below 4.50. As
The Company is not exposed to interest rate risk of 31 December 2019, this ratio was 3.93.
because the loans granted to subsidiaries resp. the
loans received from subsidiaries have a fixed interest
rate. Also, the bonds issued bear a fixed interest rate.
Investment risks
The Company holds shares in subsidiaries and provides
them with loans for the financing of investment projects
in Egypt and South Africa. In general, investments of
this kind carry a higher degree of risk than investments
in more developed countries. These higher risks include
among others changes in the political environment, rev-
enue transfers, nationalization, or politically motivated
violent damage.
09 | Non-consolidated Financial Statements 127
non-consolidated
financial statements
d) Foreign exchange
gains and other
financial income
a) Raw materials,
consumables and '000 CZK 2019 2018
e) Foreign exchange
b) Staff costs losses and other
'000 CZK 2019 2018
financial expenses
Remuneration of Board members 8,531 10,367
'000 CZK 2019 2018
Other wages 240 240
Foreign exchange losses 15,207 344
Social and health insurance 2,025 2,730
Bank fees 23 39
Expenses/(income) from the
(4,186) -911
revaluation of the option plan Revaluation of derivatives 0 48,086
c) Other operating
expense f) Interest income
'000 CZK 2019 2018
'000 CZK 2019 2018
Insurance expense 1,508 1,579
Interest income on term deposits 1,333 275
Other operating expense 40 20
Interest income on loans pro-
57,574 62,334
Total other operating expense 1,548 1,599 vided to subsidiaries
Interest income 58,907 62,608
128 PFNonwovens a.s. | Annual Report 2019
Shares in sub-
290,159 790,264
sidiaries Projection of future cash flows
Cash flows for 2033 are calculated for both the CGU’s '000 CZK 31/12/2019 31/12/2018
with a conservative presumption of 0% year-on-year
change and the discount rates provided below. PFNonwovens International s.r.o.
1,487,590 1,711,832
– nominal
The discount rates provided below have been set on the Long-term loans to subsidiaries 1,736,112 1,939,939
basis of an estimation of weighted costs of capital of
the Group, increased by a risk surcharge for the individ-
ual countries in which the CGU’s are operated. Loans to subsidiaries principally consist of loans
granted to PFNonwovens International s.r.o. in connec-
tion with investment projects abroad.
CGU Used discount rate
On the basis of the above-mentioned calculations, As at 31 December 2019, the Company has provided
impairment was booked with respect to the account- to PFNonwovens International s.r.o. in connection
ing value of the share in PFNonwovens Interna- with an investment project in South Africa, loans with
tional s.r.o as at 31 December 2019 in the amount of a nominal value of EUR 8.6 million (EUR 8.6 million as
CZK 500,104 thousand. at 31 December 2018) maturing in 2022, which bear a
fixed interest rate of 3.5% p.a.
In relation to the share in PFNonwovens Czech s.r.o., as
at 31 December 2019, no impairment of the share value
was not booked.
Financial derivatives
Information on share options programs
On 9 July 2015, the Company entered into a cross
currency swap agreement with the financial institu- The information below relates to share option programs
tion (hereinafter referred to as “Swap 1”), in which it from 2007 and 2010 for which as at 31 December 2018
exchanged funds obtained from Bond 1 in CZK for and as at 31 December 2017 there remained 60,304
financial means in EUR. phantom share options to be exercised. All the issued
share options/warrants from share option programs in
Under this swap agreement, the Company is a 2014 and 2017 have been exercised.
payer of the EUR fixed rate of 3.15% and the recip-
ient of the CZK fixed rate of 2.646%. On the matu- The Annual General Meeting held on 15 June 2007
rity date of Bond 1, on July 14, 2022, the Com- approved the grant of an aggregate amount of 230,735
pany will receive the nominal value of the swap of phantom options. Each phantom option, when exer-
CZK 1,080,000,000.00 and pay the nominal value of the cised, will grant the manager the right to receive cash
swap of EUR 39,852,398.52. calculated as closing price of one company share on
the Prague stock exchange (the PSE) (or other mar-
Fair value of the swaps as at 31 December 2019 and ket if the PSE trading is discontinued) on the day pre-
2018 was as follows. A positive value represents a ceding the day of exercise of the phantom option less
receivable of the Company, a negative value represents CZK 749.20 representing the offer price at the time of
a payable of the Company. Swap 1 do not meet the cri- the initial public offering of the shares of PFNonwovens
teria for hedging derivatives and changes in their fair a.s. (the IPO price). Of the originally granted 230,735
value are therefore recognized in the income statement. phantom options, 44,840 phantom options are currently
held by former executive managers and non-executive
'000 CZK 31/12/2019 31/12/2018 directors.
Swap 1 – derivate inducted for
77 (13,672) The Annual General Meeting held on June 15, 2010
trading
approved the grant of an aggregate amount of 230,735
Total 77 (13,672) phantom options. Each phantom option, when exer-
cised, will grant the director the right to receive in cash
an amount equal to the difference between CZK 473.00
representing the Company’s share price on the PSE as
of 15 December 2009 increased by 10%, and the clos-
ing price of one Company’s share on the day preceding
the day of exercise of the phantom option on the PSE.
Of the originally granted 230,735 phantom options,
132 PFNonwovens a.s. | Annual Report 2019
15,464 phantom options are currently held by former share since the Company has no instruments issued
executive managers and non-executive directors. that would potentially have a diluting effect on earnings.
In 2018, the annual general meeting of the Company Continuous valuations using fair value are those that are
resolved to transfer the profit for 2017 to the account of required or permitted by accounting standards on the
retained profits from previous years. balance sheet at the end of every reporting period.
'000 CZK 31/12/2019 31/12/2018 The carrying amount of cash and other current finan-
Legal reserves 29,070 29,070 cial assets approximates fair value due to the relatively
short-term maturity of these financial instruments.
Other reserves 54,390 54,390
Legal and other reserves 83,461 83,461
Short-term receivables and payables
Legal reserves are created in the amount of 10% of the
Company’s share capital. This reserve is not available The carrying amount of receivables and payables
for dividend distribution. approximates fair value due to the short-term maturity
of these financial instruments.
Other reserves include mainly dividends not paid on
own shares and are distributable to shareholders.
Short-term loans
financial instruments
Long-term debt
Fair value is defined as the amount at which the instru- The fair value of long-term debt is based on the quoted
ment could be exchanged in a current transaction market price for the same or similar issues or on the
between knowledgeable willing parties in an arm’s current rates available for debt with the same matu-
length transaction, other than in a forced or liquidation rity profile. The carrying amount of long-term debt and
sale. Fair values of the financial instruments of the Com- other payables with variable interest rates approximates
pany are based on fair value statements prepared by the their fair values. The fair value of long term debts was
banks or determined based on cash flow models. estimated using discounted cash flow models in accor-
dance with the third level in the hierarchy for setting fair
The fair value valuation is analysed according to the values.
level in the fair value hierarchy as follows: (i) The first
level is valuation on the basis of quoted prices (unad-
justed) from active markets for the same types of assets Derivatives
or liabilities, (ii) second-level valuations consists of valu-
ation techniques where all important inputs are observed The fair value of derivatives is based on the fair value
for an asset or liability, either directly (i.e. using price) statements prepared by the banks for this reason, it falls
or indirectly (i.e. derived from prices), and iii) third-level into the second level in the fair value hierarchy.
valuations are valuations which are not based solely on
observation of market information (meaning that valua- Carrying amounts and the estimated fair values of finan-
tion requires significant unobservable inputs). The man- cial assets (except for derivatives) at 31 December 2019
agement of the Company utilises judgement in the cate- and 2018 are as follows (in CZK thousands):
gorisation of financial tools utilizing a fair value hierarchy.
When the measurement of fair value utilises observable
inputs, which require significant adjustment, then this
measurement is assumed to be level 3.
134 PFNonwovens a.s. | Annual Report 2019
ASSETS
Current assets
OUTSIDE RESOURCES
Non-current liabilities
Current liabilities
DERIVATIVES
Short-term receivables 0 0 0 0
Long-term receivables 77 77 0 0
Current liabilities 0 0 0 0
Assets
7. Subsequent
Long-term loans to subsid-
1,736,112 1,939,939
events
iaries
On 6 October 2015, the Company issued a corpo- The management of the Company is not aware of any
rate guarantee of up to EUR 30 million (CZK 762.3 mil- other events that have occurred since the balance
lion), which guarantees the repayment of all liabili- sheet date that would have any material impact on the
ties related to the overdraft facility provided by Česká non-consolidated financial statements as at 31 Decem-
spořitelna, a.s., to PFNonwovens Czech s.r.o. ber 2019.
The consolidated
The consolidated statement
statement of
of changes
cash flows
in for the for
equity year ended
the year 31 December
ended 2019; 2019; and
31 December
The
The consolidated statement offinancial
notes to the consolidated changesstatements,
in equity forwhich
the year ended
include 31 December
significant 2019;policies
accounting and
and other explanatory information.
The notes to the consolidated financial statements, which include significant accounting policies
The and other explanatory
Company’s information.
separate financial statements comprise:
The The
Company’s separate
statement financial statements
of non-consolidated comprise:
financial position as at 31 December 2019;
The
The statement
statement of
of non-consolidated
non-consolidated financial positionincome
comprehensive as at 31
forDecember 2019; 31 December 2019;
the year ended
The
The statement
statement of
of non-consolidated
non-consolidated comprehensive income
cash flows for the for the31
year ended year ended 312019;
December December 2019;
The
The statement
statement of
of non-consolidated
non-consolidated cash flows
changes in for the year
equity ended
for the year 31 December
ended 2019; 2019; and
31 December
The
The statement ofseparate
notes to the non-consolidated changes in equity
financial statements, which for the year
include ended accounting
significant 31 December 2019;and
policies and
other explanatory information.
The notes to the separate financial statements, which include significant accounting policies and
other explanatory information.
The total group materiality level for the consolidated financial statements
is CZK 65,414 thousand.
The overall materiality level for individual financial statements is
Materiality CZK 20,698 thousand.
• We have identified eight entities that, in our opinion, require full audit
coverage based on their size or risk.
Audit
scope • The audit of all the above mentioned companies was conducted by the
group audit team.
• Companies that are part of a consolidated group that have been audited
Key audit for these purposes account for 100% of the Group's total revenues. The
matters scope of the audit procedures provides a sufficient and appropriate basis
for our opinion.
Impairment test of assets held by the subsidiary PFNonwovens Egypt LLC and
of investment in PFNonwovens Egypt LLC.
As part of designing our audit, we determined the materiality and assessed the risks of material
misstatement in the consolidated and separate financial statements (together the “financial
statements”). In particular, we considered where management made subjective judgements, for
example, in respect of significant accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
We also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance as to whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
2
140 PFNonwovens a.s. | Annual Report 2019
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall materiality for each set of financial statements as a whole as set out in the table
below. These, together with qualitative considerations, helped us to determine the scope of our audit
and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements,
both individually and in aggregate, on each set of financial statements.
How we Materiality for the Group and the Company was determined as 1% of the
determined it Group’s total revenues.
Rationale for the The use of total revenues as a basis for determining the materiality is one of
materiality consistent audit practice.We initially considered using profit before tax, but
benchmark because of fluctuating earnings, we considered total sales revenues as the
applied most stable basis. We have decided to use revenues due to Group's strong
focus on monitoring and increasing revenues. Revenues are one of key
indicators, which are monitored by the Group management. The company
also aims to increase its market share as measured by total revenues.
The company is a holding type and generates income through management
fees, interest on loans and dividends. The Company’s primary objective is to
maintain and enhance investments in its subsidiaries. Based on these facts,
we decided to use the Company's total assets as a basis for determining
materiality.
3
10 | Independent Auditor’s Report 141
Key audit matter How our audit addressed the key audit
matter
Impairment test of assets held by subsidiary Our audit procedures include, in particular a
PFNonwovens Egypt LLC in the consolidated critical assessment of the assumptions and
financial statements (see accounting policies and estimates used by the Company to
Note 5o in the consolidated financial statements) determine the recoverable amount of assets
and investment in the subsidiary PFNonwovens and of the investment in the subsidiary.
Egypt LLC in the separate financial statements of the
This assessment included:
Company (see accounting policies and Note 5i in the
Company's separate financial statements). - an assessment of the macroeconomic
assumptions applied by the Company,
Description of the key audit matter
including those that apply to discount rates,
The Group holds assets in the total amount of
- an assessment of the financial plans
CZK 1,442,531 thousand belonging to the subsidiary
prepared by the Company, including
PFNonwovens Egypt LLC reported in the
detailed discussions with the Company's
consolidated statement of financial position as at 31
management on the robustness and
December 2019.
probability of fulfilment of the plans,
The share in PFNonwovens Egypt LLC is owned via
- conduct a sensitivity analysis of significant
a direct subsidiary of PFNonwovens International
model parameters to the change in the
s.r.o. Value of tested investment was amounted to
realizable value of assets and investments
CZK 780,461 as of 31 December 2019.
in the subsidiary,
The egyptian company is producing the same
- analysis of accounting for impairment of
products as the Group and supplies both foreign
assets and investments in the subsidiary,
markets and local customers in Egypt. A high level of
management estimates is needed to assess the - back testing the accuracy of estimates
potential impairment of the assets of the egyptian made by management of the Company in
subsidiary and the related investment. A discounted prior periods to determine the reliability of
cash flow model was used to determine the estimates and judgments by management,
realizable value and to perform the impairment test
of assets and the impairment test of the investment - an assessment of the completeness and
in the egyptian subsidiary. The results of the adequacy of the information disclosed in the
performed impairment tests of these assets and notes to the consolidated and separate
financial statements (see Note 5o in the
investment are dependent on key inputs, especially
Group's consolidated financial statements
in the following areas:
and Note 5i in the Company's separate
- Assumption of growth of future cash flows in financial statements).
current budgets and plans approved by the Group's
management and the subsequent growth rates
included in the business plan. The business plan
reflects the Group's intentions to use the full
production capacity of the production plant in Egypt;
4
142 PFNonwovens a.s. | Annual Report 2019
Other information
In compliance with Section 2(b) of the Act on Auditors, the other information comprises the Annual
Report but it does not include both of the financial statements and our auditor’s report thereon. The
Board of Directors is responsible for the other information.
Our opinion on the financial statements does not cover the other information. In connection with our
audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our
knowledge about the Group and the Company obtained in the audit or otherwise appears to be
materially misstated. In addition, we assessed whether the other information has been prepared, in all
material respects, in accordance with applicable law and regulation, in particular, whether the other
information complies with law and regulation in terms of formal requirements and procedure for
preparing the other information in the context of materiality, i.e. whether any non-compliance with
these requirements could influence judgments made on the basis of the other information.
Based on the procedures performed, to the extent we are able to assess it, in our opinion:
the other information describing the facts that are also presented in the financial statements is, in
all material respects, consistent with the financial statements; and
5
10 | Independent Auditor’s Report 143
the other information is prepared in compliance with with applicable laws and regulations.
In addition, our responsibility is to report, based on the knowledge and understanding of the Group
and the Company obtained in the audit, on whether the other information contains any material
misstatement of fact. Based on the procedures we have performed on the other information obtained,
we have not identified any material misstatement of fact.
events or conditions may cause the Group or the Company to cease to continue as a going
concern.
evaluate the overall presentation, structure and content of the financial statements, including the
notes, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and performance of the Group audit.
We remain solely responsible for our audit opinion.
We communicate with the Board of Directors, Supervisory Board and Audit Committee regarding,
among other matters, the planned scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement showing that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
From the matters communicated with the Supervisory Board and Audit Committee, we determine
those matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
Consistency of the audit opinion with the additional report to the Audit Committee
We confirm that the audit opinion expressed herein is consistent with the additional report to the Audit
Committee of the Company, which we issued today in accordance with Article 11
of the EU Regulation.
7
10 | Independent Auditor’s Report 145
30 April 2020
represented by
Translation note
This version of our report is a translation from the original, which was prepared in the Czech language. All possible care has been taken to ensure that the translation
is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the Czech version of our report takes precedence
over this translation.
8
11
Glossary
148 PFNonwovens a.s. | Annual Report 2019
6th October City – is a satellite city near Cairo, Egypt. papers and products which are woven, knitted, tufted or
The city has a population of approximately half a million stitchbonded incorporating binding yarns or filaments,
people and many companies have their regional head- or felted by wet milling, whether or not additionally nee-
quarters located there. dled.
Bi-Component Fibre (Bi-Co) – Man-made textile fibre Polymer – Substance composed of molecules with
consisting of two or more basic components (polymers). large molecular mass composed of repeating structural
Typical cross sections of fibres are, for example, side by units, or monomers, connected by covalent chemical
side, core and sheath (produced by the Group), islands bonds, i.e. a plastic.
in the sea, etc.
Polypropylene / Polyethylene – Thermoplastic poly-
Bučovice – A city in Moravia in the Vyškov District with mers consisting of long chains of monomers (propyl-
approximately 6,500 inhabitants. The Company oper- ene, ethylene), naturally hydrophobic, resistant to many
ates three of its production lines here. chemical solvents, bases and acids. Produced mainly
from crude oil by the chemical industry and used in a
CEE – Central and Eastern Europe wide variety of applications.
Clearstream Bank – Clearstream is a leading European Přímětice – Formerly an independent village, currently a
supplier of post-trading services, a subsidiary of Deut- suburb of Znojmo. The Company operates its main pro-
sche Börse. Clearstream International was formed in duction facilities there.
January 2000 through the merger of Cedel International
and Deutsche Börse Clearing. PSE – Prague Stock Exchange, a regulated market for
securities trading in the Czech Republic
EDANA – European Disposables and Nonwovens Asso-
ciation is the European Trade Association for the non- PX – Official index of blue chip stock of the Prague
wovens and hygiene products converters industries, Stock Exchange.
with around 200 member companies in 28 countries.
Reicofil – Leading nonwoven machinery producer.
EGAP – is the Export Guarantee and Insurance Corpo-
ration founded in June 1992 as a state-owned export Regranulation – Method for recycling scrap textile into
credit agency, insuring credits connected with exports granulate which can then be fully reused in the manu-
of goods and services from the Czech Republic against facturing process.
political and commercial risks. EGAP, now part of the
state export support programme, provides insurance Spunmelt Process – Technological process of produc-
services to all exporters of Czech goods. ing nonwovens. Hot molten polymer is forced through
spinnerets to produce continuous filaments drawn by air
EMEA – Europe, the Middle East and Africa. to reach the required fibre diameter.
IFRS – International Financial Reporting Standards. Spunbond Textile – Textile produced by spunbond/
spunmelt process.
IPO – Initial Public Offering.
1. Alternative performance
measures
Budgeted A financial measure defined as Used as a benchmark number See Corporate Governance
EBITDA revenues less cost of goods sold for performance evaluation in the Report:
and selling, general, and administra- management bonus scheme.
tive expenses set in the Company’s Set as a qualified estimate of
business plan. the Company’s management.
CAPEX Capital expenditure in intangible Displays the amount of funds See Consolidated Statement
assets and property, plant and equip- invested in the operations to secure of Casch Flows (row Net
ment, including capital expenditure the long-term earning power. Cash flows from investment
financed by leasing. activities).
EBIT (Profit A financial measure defined as Used to present the Company’s See Consolidated Statement of
from operations) revenues less cost of goods sold and operating result while eliminating Comprehensive Income.
selling, general, and administrative the effects of differences among
– Earnings expenses, and depreciation and local taxation systems and different
Before Interest amortisation. financing activities.
and Taxes
EBITDA A financial indicator which determines Since it does not include financial See Year 2019 in Brief, in thou-
the operating margin of a company and tax indicators or account- sand of CZK:
– Earnings prior to deducting interest, taxes, ing expenses not involving cash
Before Interest, impairments, restructuring costs, and outflow, it is used by Management 2019: 687,995 + 529,503
Taxes, Depre- amortisation. Calculated as Net profit to evaluate the Company’s results = 1,217,498
ciation and before income tax, interest expense, over time.
Amortisation interest income, foreign exchange 2018: 879,531 + 467,523
changes, other financial income/ = 1,347,054
expense and depreciation and amorti-
sation, thus Profit from operations +
restructuring costs and amortization.
150 PFNonwovens a.s. | Annual Report 2019
EBIT Margin Percentage margin calculated as Used to assess the Company’s See Year 2019 in Brief, in thou-
EBIT / Revenues. operating performance. sand of CZK:
EBITDA Margin Percentage margin calculated as Intends to display the profitability See Year 2019 in Brief, in thou-
EBITDA / Revenues. of the business. sand of CZK:
Net Debt A financial indicator calculated as The indicator shows the level of See Year 2019 in Brief, in thou-
the sum of Current and Non-current company’s financial debt, i.e. the sand of CZK:
bank loans and Other non-current nominal amount of debt less cash
liabilities reduced by Cash and Cash and cash equivalents held by the 2019: 3,898,726 + 1,089,148
Equivalents. Company. The indicator is primarily – 202,534 = 4,785,340
used to assess the overall appro-
priateness of the Company’s level 2018: 3,923,267 + 1,153,368
of debt, i.e. for example in relation – 400,134 = 4,676,501
to profitability or balance sheet
indicators.
Net Debt / Net Debt / EBITDA. Where EBITDA This ratio indicates the Company’s See Year 2019 in Brief, in mil-
EBITDA is the running total for the past 12 capability to decrease and pay lion of CZK:
months. back its debt as well as its ability
to take on additional debt to grow 2019: 4,785.3 / 1,217.5 = 3.93
its business. The indicator shows
approximately how long it would 2018: 4,676.5 / 1,347.1 = 3.47
take for a company to pay back its
debt out of its primary source of
operating cash flows.
Net Profit Margin Net profit after tax divided by total Used to show the Company’s See Year 2019 in Brief, in thou-
revenues. capability to convert revenue into sand of CZK:
profits available for shareholders.
2019: 473,198 / 6,541,444
= 7.2%
hereby declare that, to the best of their knowledge, the consolidated financial
report provides a true and fair view of the financial position, business activities
and financial results of the issuer and the consolidated group for the year 2019
and about the prospects for future development of the financial position, busi-
ness activities and financial results of the issuer and the consolidated group.
Notes
Notes 157
Notes
158 PFNonwovens a.s. | Annual Report 2019
Notes
© PFNonwovens a.s., 2020
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