NEUCA GROUP
REPORT FOR THE 3rd QUARTER of 2020
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
TABLE OF CONTENTS
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Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
- Summary
In the 3rd quarter of 2020, the Neuca Group increased its market share in the y/y approach by 3.4 percentage points to 32%*. In the area of independent pharmacies, the shares reached the highest value in the Group's history of 36.9% (+4.8 percentage points y/y)**.
Operating in a market environment dominated by the influence of SARS-CoV-2, the Group ensures continuity of drug supplies to pharmacies and hospitals. The anti-crisis support packages for independent pharmacies launched in the second quarter of 2020 were also maintained.
In the 3rd quarter, the fluctuations in demand on the pharmacy wholesale market, observed at the beginning of the year, were reduced. In this period, the market reached the value of 7.9 billion PLN, which means an increase of 1.5% in the y/y approach. The size of the market after three quarters returned to the level of the same period last year, reaching 23.7 billion PLN (+0.2% y/y).*
In the 3rd quarter of 2020, NEUCA generated 2.3 billion PLN in sales revenues, which means a 15% increase (y/y). Cumulative sales after 9 months of 2020 reached 6.9 billion PLN (+11.8% y/y).
The Group maintained its leading position in the ranking of customer satisfaction in all the categories examined by Monitor Apteczny. We increase our lead over the big ones, winning against most medium and small wholesalers. In the 3rd quarter, NEUCA achieved the highest NPS result on the market - 58.
Increased trust in the company contributes to the success of Partner+, Partner and IPRA partnership programs. In the third quarter 168 new pharmacies joined the programs. A total of 2793 independent pharmacies participated in the NEUCA programs at the end of September which means a nearly 40% increase in the y/y approach.
In the segment of patient businesses, in the 3rd quarter, the Group generated revenue in the area of outpatient clinics, clinical trials and telemedicine at the level of 49.2 million PLN (+27.1% y/y), with EBIT of 4.7 million PLN (-1.3% y/y).
The first stage of the health portal for patients is now entering the implementation phase. This is an integrated healthcare system open to medical and technological partners. Using the portal, patients can access and use professional medical content, patient's account, online medical services and products.
In the 3rd quarter of 2020, NEUCA generated a jumping (61.3% y/y) net profit growth of
45.3 million PLN. Net profit after 9 months of 2020, namely 125 million PLN, exceeds the result of the whole 2019 (117.8 million PLN).
*Source: IQVIA, Sell-In data
- Company's own calculations based on monthly IQVIA Pharmascope data (Sell-out data) and IQVIA OneKey database (pharmacy information)
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Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Letter from Piotr Sucharski, CEO of NEUCA S.A., to Shareholders
Dear Ladies and Gentlemen,
The situation of epidemiological threat, which only half a year ago we perceived as extraordinary and exceptional, has now become our everyday life, which we deal with every day by maintaining a continuous supply of medicines to hospitals and pharmacies. We rigorously adhere to the highest sanitary standards, increasing the safety of our employees, clients and patients. NEUCA continues to offer its anti-crisis support packages, launched in the second quarter of 2020, to independent pharmacies that suffer from the negative impact of the epidemic on their operations. We are aware of our role in the health care system and are determined to continue to fully accomplish our mission of providing medicines to patients. I would like to emphasize with satisfaction that every day I come across manifestations of this determination among Neuca's employees.
There are significant legal and legislative changes in the area of our activity. The Act on the profession of pharmacist adopted by the Sejm on 28 October 2020 regulates the profession, with particular emphasis on extending the scope of benefits provided by pharmacists so that they can take part in activities related to prevention, health promotion and pharmacotherapy. It enables pharmacists to provide additional services to patients, such as drug reviews, operation of glucometers and inhalers or professional advice in case of minor health problems. The aim of the regulation is also to make more effective use of the potential of about 30,000 pharmacists and pharmacies as health care facilities. Slightly earlier an agreement, namely the "Strategy for Pharmacy Development" was signed between the Ministry of Health and the Supreme Pharmaceutical Chamber. The document contains 13 points defining actions to be taken in the coming year to improve the situation and importance of Polish pharmacies. The agreement includes proposals to address issues such as violations of the basic provisions of the Pharmaceutical Law, the issue of compulsory night duty by pharmacies, and the right of equal access to life-saving drugs for pharmacies and patients. It addresses the issue of remuneration of pharmacists working in hospitals and the need to introduce regulations governing the functioning of the drug trade on the non-pharmacy market. Both documents should bring about an increase in the role of the pharmacy as a health care facility and an increase in the importance of the pharmacist's profession, which should support Neuca's mission.
In the 3rd quarter of the year, the market of pharmacy wholesale was characterized by a decrease in demand fluctuations observed in the first quarters of the year. In this period, the market reached the value of 7.9 billion PLN, which means an increase of 1.5% in the y/y approach. The size of the market after three quarters returned to the level of the same period last year, reaching 23.7 billion PLN (+0.2% y/y).* The Group maintained its leading position in the ranking of customer satisfaction in all the categories examined by Monitor Apteczny. We increase our lead over the big ones, winning against most medium and small wholesalers. In the 3rd quarter, NEUCA achieved the highest NPS result on the market - 58. Increased trust in the company contributes to the success of Partner+, Partner and IPRA partnership programs. In the third quarter 168 new pharmacies joined the programs. A total of
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Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
2793 independent pharmacies participated in the NEUCA programs at the end of September which means a nearly 40% increase in the y/y approach. In the third quarter of 2020, the NEUCA Group increased its market share in the y/y approach by 3.4 percentage points to 32%*. In the area of independent pharmacies, the shares reached the highest value in the Group's history of 36.9% (+4.8 percentage points y/y)**.
In the segment of patient businesses, in the 3rd quarter, the Group generated revenue in the area of outpatient clinics, clinical trials and telemedicine at the level of 49.2 million PLN (+27.1% y/y), with a profit of 4.7 million PLN (-1.3% y/y). A big event in this area is the implementation of a health portal for patients. This is an integrated healthcare system open to medical and technological partners. Using the portal, patients can access and use professional medical content, patient's account, online medical services and products. The first stage of the project, which has just been launched, includes a knowledge base developed by doctors, teleconsultation and e-commerce services.
Thanks to our consistent implementation of the strategy, we have built a very strong market position. We have taken advantage of the resulting scale effect in achieving very good financial results for our company. In the 3rd quarter of 2020, the NEUCA Group generated 2.3 billion PLN in sales revenues, which means a growth at the level of 15% (y/y). Cumulative sales after 9 months of 2020 reached 6.9 billion PLN (+11.8% y/y). The net profit amounted to 45.3 million PLN, which means a jumping increase (61.3%) in the y/y approach. It must be stressed that the result after 9 months of 2020, namely 125 million PLN, exceeds the result of the whole 2019 (117.8 million PLN).
I would like to thank our team for their great commitment and dedication, which in these difficult times has been uniquely building a growth in satisfaction and trust of our clients. The foundations of cooperation created in this way give certainty of development of our company in the long-term perspective.
Kind Regards,
Piotr Sucharski
*Source: IQVIA, Sell-In data
- Company's own calculations based on monthly IQVIA Pharmascope data (Sell-out data) and IQVIA OneKey database (pharmacy information)
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Condensed Quarterly Consolidated Financial Report
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(all amounts expressed in thousand PLN, unless otherwise stated)
- Discussion of financial results in the 3rd quarter of 2020. Factors influencing the Group's financial results
In the 3rd quarter of 2020, the NEUCA Group strengthened its position as the leader of the pharmacy wholesale market by increasing its market share to 32.1%. In Q3 2020, the NEUCA Group increased its sales revenues by 15% to 2.3 billion PLN. Cumulatively after the three quarters of 2020, the NEUCA Group recorded an increase in sales revenues by 12% with an increase in the pharmacy wholesale market by 0.2%*. Sales revenues of the NEUCA Group after the three quarters of 2020 amounted to 6.9 billion PLN. The NEUCA Group strengthened its strong market position by achieving a 31.7%* share in the domestic drug wholesale market in the first nine months of 2020.
Sales revenues in thousand PLN
NEUCA GROUP
NEUCA S.A.
Group's share in the pharmacy wholesale market
Q1-Q3 2020 | Q1-Q3 2019 | % change | Q3 2020 | Q3 2019 | % change | ||
6,853,681 | 6,128,973 | 12% | 2,306,369 | 2,005,054 | 15% | ||
6,632,780 | 5,941,391 | 12% | 2,227,035 | 1,940,722 | 15% | ||
31,7% | 28,9% | 32,1% | 28,6% | ||||
The primary area of the NEUCA Group's operations is the wholesale of pharmaceutical products to pharmacies. Sales revenues in the pharmacy wholesale segment in the 3rd quarter of 2020 amounted to 2.3 billion PLN, which is a 15% increase as compared to the same period of the previous year. The private label segment generated 37.8 million PLN in sales revenues in Q3 2020. The NEUCA Group successively increases the scale of operations in businesses directed to the patient. Sales revenues in the segment of clinics, clinical trials and telemedicine in the 3rd quarter of 2020 increased by 27% as compared to the same period last year and amounted to 49.1 million PLN.
Basic financial data | Q1-Q3 2020 | Q1-Q3 2019 | % change | Q3 2020 | Q3 2019 | % change |
in thousand PLN | ||||||
Sales revenues | 6,853,681 | 6,128,973 | 12% | 2,306,369 | 2,005,054 | 15% |
Gross profit on sales | 727,185 | 616,856 | 18% | 250,494 | 200,316 | 25% |
Gross profit margin | 10,61% | 10,06% | 10,86% | 9,99% | ||
Sales costs | (392,412) | (344,576) | 14% | (137,852) | (111,946) | 23% |
General administrative expenses | (138,464) | (130,523) | 6% | (46,808) | (43,069) | 9% |
Other operating income | 9,145 | 5,455 | 68% | 3,489 | 1,953 | 79% |
Other operating cost | (24,778) | (19,943) | 24% | (7,718) | (6,412) | 20% |
Profit/loss on impairment of financial | (11,262) | (3,806) | (2,623) | (2,287) | ||
instruments | ||||||
Profit from operating activities | 169,414 | 123,463 | 37% | 58,982 | 38,555 | 53% |
Profitability of operating activities | 2,47% | 2,01% | 2,56% | 1,92% | ||
EBITDA | 216,649 | 164,629 | 32% | 75,307 | 52,520 | 43% |
EBITDA profitability | 3,16% | 2,69% | 3,27% | 2,62% | ||
Interest income | 9,426 | 9,470 | 0% | 2,985 | 3,350 | -11% |
Other financial income | 1,245 | 557 | 124% | 663 | (749) | -189% |
Financial costs | (18,716) | (11,649) | 61% | (5,790) | (4,759) | 22% |
Share in profits of associates | (1,859) | (581) | (813) | (170) | ||
Gross profit | 159,511 | 121,260 | 32% | 56,027 | 36,229 | 55% |
Net profit | 124,982 | 92,970 | 34% | 45,278 | 28,068 | 61% |
Net profitability | 1,82% | 1,52% | 1,96% | 1,40% | ||
In the 3rd quarter of 2020, gross return on sales amounted to 10.86% (increase by 0.87 pp. as compared to the same period last year). Cumulatively, after the three quarters of 2020, gross return on sales amounted to 10.61% and was higher by 0.55
- as compared to the same period of 2019. Gross return on sales improved due to a change in the sales structure in favour of OTC products with higher profitability, with a significant share of our clients' growing involvement in Partner+ and IPRA partner programs.
*Source: IQVIA, Sell-In data
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Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
The sales cost in the 3rd quarter of 2020 amounted to 137.9 million PLN and grew by 23%. General administrative costs amounted to 46.8 million PLN (an increase by 9% as compared to the 3rd quarter of 2019). Total sales costs and general administrative costs after the three quarters of 2020 were at the level of 530.9 million PLN (an increase by 55.8 million PLN as compared to the corresponding period of 2019).
In Q3 2020, other operating revenues amounted to 3.5 million PLN. After the three quarters of 2020, other operating revenues increased to 9.1 million PLN (an increase by 3.7 million PLN). The main item contributing to the increase in other operating revenues is an increase in the level of other operating revenues (5.4 million PLN after 3 quarters of 2020 as compared to 1.1 million PLN after 3 quarters of 2019). Other operating costs in Q3 2020 increased by 1.3 million PLN to 7.7 million PLN when compared to Q3 2019, while after Q3 2020 they increased by 24% to 24.8 million PLN when compared to the same period of the previous year. The main item comprising other operating costs are costs related to shortages and liquidation, which amounted to 4.3 million PLN in Q3 2020 and 15.9 million PLN after Q3 2020.
Operating profit in Q3 2020 amounted to 59 million PLN and was 53% higher than the profit achieved in Q3 2019, which translated into an increase in operating profitability by 0.64 p.p. After the three quarters of 2020, the operating profit increased by 37% to 169.4 million PLN.
The pharmacy wholesale segment generated 70.8% of the NEUCA Group's operating profit in Q3 2020. In the 3rd quarter of 2020, the private label segment generated operating profit of 12.6 million PLN (an increase by 12% as compared to the corresponding period of the previous year). In the 3rd quarter of 2020, the clinics, clinical trials and telemedicine segment generated 4.7 million PLN in operating profit, 1% less than in the corresponding period of the previous year.
In Q3 2020, interest income decreased by 11% to 3 million PLN. After the three quarters of 2020, interest income remained at a similar level as in the same period of 2019 and amounted to 9.4 million PLN, while other financial income increased to
- million PLN. Financial costs in the third quarter of 2020 amounted to 5.8 million PLN (an increase by 22%), while after the three quarters of 2020 they increased by 61% as compared to the same period of the previous year and amounted to
- million PLN. The reason for the increase in financial costs was losses due to exchange rate differences arising from a significant increase in the EUR/PLN exchange rate. In the 3rd quarter of 2020, the balance of negative exchange rate differences amounted to 1.1 million PLN, after the nine months of 2020 - 6.6 million PLN.
In the third quarter of 2020, the NEUCA Group recorded an increase in net profit by 17.2 million PLN to 45.3 million PLN and a 34% increase in net profit after the three quarters of 2020 to 125 million PLN.
The impact of one-off events on EBIT, EBITDA and net profit in thousand PLN
EBIT
EBITDA
One-off events (gross)
loss on the sale of real estate
reserve for claims under the Symbiofarm lawsuit
One-off events (net)*
loss on the sale of real estate
reserve for claims under the Symbiofarm lawsuit
Q1-Q3 2020 | Q1-Q3 2019 | % change | Q3 2020 | Q3 2019 | % change | |||
169,414 | 123,463 | 37% | 58,982 | 38,555 | 53% | |||
216,649 | 164,629 | 32% | 75,307 | 52,520 | 43% | |||
1,800 | 1,066 | |||||||
- | 1,066 | - | - | |||||
1,800 | - | - | - | |||||
1,458 | 863 | |||||||
- | 863 | - | - | |||||
1,458 | - | - | - | |||||
Adjusted EBIT | 171,214 | 124,529 | 37% | 58,982 | 38,555 | 53% |
Adjusted EBITDA | 218,449 | 165,695 | 32% | 75,307 | 52,520 | 43% |
Net profit | 124,982 | 92,970 | 34% | 45,278 | 28,068 | 61% |
Adjusted net profit | 126,440 | 93,833 | 35% | 45,278 | 28,068 | 61% |
*After taking into account income tax
In the 2nd quarter of 2020, a reserve was created for claims under a lawsuit by Symbiofarm Sp. z o.o., 1.8 million PLN was disclosed in other operating costs. In the 1st quarter of 2019, Martinique Investment Sp. z o.o., a subsidiary of the parent company, sold a property located in Kruszyn. In connection with the sale of the property, a balance sheet loss of 1.1 million PLN was recorded.
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Condensed Quarterly Consolidated Financial Report
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(all amounts expressed in thousand PLN, unless otherwise stated)
After taking into account one-off events in the 3rd quarter of 2020, the adjusted operating profit increased by 53% to 59 million PLN. Adjusted net profit in the 3rd quarter of 2020 increased by 61% and amounted to 45.3 million PLN. The growth rate of the NEUCA Group's net result without one-off events after three quarters of 2020 was 35%, which gives a profit of
126.4 million PLN.
- Material events and contracts
On 29 July 2020 Neuca Clinical Trials Investments Sp. z o.o. SKA, a subsidiary of NEUCA S.A., purchased 100% of shares in Experior S.L. based in Valencia (Spain). The main activity of the acquired company are clinical trials. The above transaction was carried out in order to implement the strategy of the Group's development in the clinical trials segment.
On 28 August 2020, NEUCA S.A. acquired the remaining 50% of shares in Aliant Sp. z o.o. based in Warsaw. As a result of the purchase of shares in Aliant Sp. z o.o. the percentage share of NEUCA Group in the share capital of Aliant Sp. z o.o. rose to 100%. The company was purchased in order to implement the strategy of the Group's development in the wholesale segment.
On 30 September 2020, Neuca Med. Sp. z o.o., a subsidiary of NEUCA S.A. acquired 100% of shares in the company "NZOZ Zakład Rehabilitacji Leczniczej dla Dzieci i Dorosłych" Sp. z o.o. based in Bełchatów. The company was purchased in order to implement the strategy of the Group's development in the outpatient clinics segment.
IV. The Board of Directors' position on the feasibility of the published forecasts
The Board of Directors of NEUCA S.A. did not publish forecasts of basic financial results for 2020.
- Factors influencing future financial results. Description of main threats and risks
Internal factors
Ability to maintain market share in the area of pharmacy wholesale, as well as further organic growth. The NEUCA Group's strategy is not to have its own network of pharmacies in order not to compete with its clients and to gain their commitment. The activities in this area are aimed at continuous control and improvement of the quality of service and offer directed to pharmacies. An important element of this area of activity is the development of partnership programs addressed to independent pharmacies, in particular Partner+, Partner and IPRA programs.
Operational efficiency of the NEUCA Group. Due to the fact that the Group's operations are characterized by low gross margin, strict cost control and effective management of customer profitability is of key importance for the economic results achieved.
Development of new business segments. The Group is intensively developing business segments other than pharmacy wholesale, in particular: own brands, medical clinics, clinical trials and telemedicine. The impact of the development of new business areas may have a significant impact on the financial results obtained by the Group.
External factors
Growth of the pharmaceutical market in Poland translating directly into an increase in sales of the NEUCA Group. The growth of the pharmaceutical products market in recent years has been stable and amounted to approximately 5% per annum. Forecasts indicate that the upward trend in the pharmacy wholesale market will continue in the coming years, which will be the result of several factors. The most important of them is the aging of the society (demographic factor) and the phenomenon of increasing awareness (social factor), an additional important element is the increase in the level of financial resources available to patients that can be allocated to drugs and OTC products.
Changes in the law with regard to trade in reimbursed drugs. The pharmaceutical market is a strictly regulated market, therefore the Group is susceptible to potential changes in the legal environment, in particular regarding the system of financing reimbursed drugs and the maximum wholesale and retail margins obtained. Among the legal factors indirectly affecting the situation of the NEUCA Group through their impact on the market environment, one should mention the amendment to the Pharmaceutical Law Act, commonly known as the "Pharmacy for Pharmacists".
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Condensed Quarterly Consolidated Financial Report
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(all amounts expressed in thousand PLN, unless otherwise stated)
Description of significant risk factors and threats
Risk related to the macroeconomic situation
The slowdown in economic growth in Poland may reduce the pace of development of the pharmaceutical market and, consequently, may adversely affect the level of sales. In particular, a decrease in the sales rate may occur in the segment of over-the-counter drugs, on which the Group realizes a higher gross margin, which could result in a decrease in the realized gross margin on sales and, consequently, deterioration of financial results. The Group monitors the level of the pharmacy market and its development prospects on an ongoing basis and takes appropriate measures to adapt to the expected demand for the goods, products and services sold.
Risk related to increased competition
A possible decrease in average margins realized on the pharmacy wholesale market may have a negative impact on the financial results of the Group. A coherent sales structure in the entire Group and centralization of management of commercial conditions should allow for active management of the level of margins realized in all Group companies.
Cost of servicing bank loans
Financial indebtedness exposes the Group to interest rate risk. An increase in the cost of obtaining bank loans as a result of an increase in interest rates or an increase in bank margins may adversely affect the financial results. The Group actively monitors the situation on the financial markets, analyses the available instruments hedging against an increase in interest rates and, if this risk is assessed as significant, it can use them. The company has diversified sources of financing, with maturities spread over time.
Liquidity risk
The need to finance operating activities with bank loans exposes the Group to liquidity risk in the event of loss of external financing. The Group constantly optimizes the rotation of the working capital, maintains significant liquidity reserves in the form of unused credit limits. The Group also had no problems with obtaining and maintaining credit limits.
Financial situation of pharmacies
Excessive competition from pharmacies (increasing number of network pharmacies), deteriorating access to financing, a slight increase in economic growth and changes introduced by the Drug Reimbursement Act may worsen the financial situation of pharmacies and limit their ability to meet their liabilities, which may have a negative impact on the NEUCA Group. The Group actively monitors the financial situation of its clients and provides them with the necessary financial, IT and marketing support.
Legal changes in the area of official margins, including standards and regulations applied in the European Union
The Drug Reimbursement Act (Act of 12 May 2011 on the Reimbursement of Drugs, Foodstuffs for Special Nutrition and Medical Devices) introduced significant changes in the legal environment of the Group. The Act introduces, among other things, a reduction in wholesale margin on reimbursed drugs to 5.66% in 2013 and to 4.76% in 2014, as well as new retail margins and a complete ban on all incentives for reimbursed drugs. The introduction of these legal changes may continue to affect the financial situation of pharmacies and pharmaceutical distributors. The drop in margins has a negative impact on the functioning of the entire pharmaceutical industry, in particular on the condition of smaller, independent pharmacies. The drop in wholesale margins on reimbursed drugs drastically reduces the profitability of this segment of the Group's operations. Legal changes apply to all entities in the market, so they do not worsen the Group's competitive position. Any subsequent legal changes may have a significant impact on the NEUCA Group.
Changes in pharmaceutical law
According to the amendment of the Pharmaceutical Law Act, an entity will not receive a permit to open a pharmacy if there are no more than 3 thousand people in the municipality for already operating points of this type. New pharmacies can be opened at least one kilometre from existing ones. Pharmacies may be opened only by pharmacists conducting business activity or in partnerships. One owner can have no more than four pharmacies. Legal changes do not directly affect the NEUCA Group, which does not have its own pharmacies. Indirectly, in the long run, they may be beneficial for the NEUCA Group, which is related to the fact that the main group of clients are individual pharmacies, for which the above mentioned changes in regulations are beneficial.
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(all amounts expressed in thousand PLN, unless otherwise stated)
COVID-19 virus
The NEUCA Group, within the framework of counteracting the epidemic risks associated with COVID-19, has taken a number of actions aimed at raising the standards of employee safety and reducing the risk for the continuity of the NEUCA Group's key processes. Additional security mechanisms have been implemented:
separation of areas in warehouse facilities and office buildings reducing the risk of excessive contact between employees as part of their work,
ongoing disinfection system consisting of permanent disinfection of places with a higher risk of virus transmission (places of contact with employee's hands such as: handrails, ID readers, lighting equipment, computer stations, etc.), a system of cyclical (weekly) disinfections carried out by professional companies providing this type of services in warehouse facilities.
The Group maintains a high level of employee safety by providing personal safety measures (disposable masks, visors, disposable gloves and disinfectants). The principle of working in the home office system in areas that can work in a remote system has been introduced. The NEUCA Group facilities have been equipped with disinfecting mats, and the temperature measurement for all people entering the facility is introduced in the warehouse facilities.
The established Risk Management Team monitors threats and regulatory changes on an ongoing basis, based on which it introduces internal changes in the Organization.
The NEUCA Group is currently operating as planned and has not experienced any significant disruptions to its business continuity and product availability.
The Group sees no threat to the continuation of its operations in the next 12 months due to the coronavirus epidemic.
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(all amounts expressed in thousand PLN, unless otherwise stated)
VI. | Consolidated quarterly report of the NEUCA Capital Group for Q3 2020 | ||||
Selected financial data for the 3rd quarter of 2020 | |||||
Not examined in thousand PLN | Not examined in thousand EUR | ||||
Item of the statement of comprehensive income | for the period | for the period | for the period | for the period | |
from 01.01 | from 01.01 | from 01.01 | from 01.01 | ||
to 30.09.2020 | to 30.09.2019 | to 30.09.2020 | to 30.09.2019 | ||
Sales revenues | 6,853,681 | 6,128,973 | 1,542,927 | 1,422,498 | |
Gross profit on sales | 727,185 | 616,856 | 163,707 | 143,169 | |
Profit from operating activities | 169,414 | 123,463 | 38,139 | 28,655 | |
Profit before tax | 159,511 | 121,260 | 35,910 | 28,144 | |
Net profit | 124,982 | 92,970 | 28,136 | 21,578 | |
Net profit attributable to shareholders of the parent | 124,003 | 93,024 | 27,916 | 21,590 | |
company | |||||
in thousand PLN | in thousand EUR | |||||||
Item of the statement of | Not | Not | Not | Not | Not | Not | ||
financial standing | examined | examined | 31.12.2019 | examined | examined | examined | 31.12.2019 | examined |
30.09.2020 30.06.2020 | 30.09.19 | 30/09/2020 | 30.06.2020 | 30.09.19 | ||||
Fixed assets | 1,119,650 | 1,085,865 | 1,054,554 | 1,034,477 | 247,338 | 243,140 | 247,635 | 236,528 |
Assets | 2,360,475 | 2,212,192 | 2,356,665 | 2,227,865 | 521,445 | 495,341 | 553,403 | 509,389 |
Total assets | 3,480,125 | 3,298,057 | 3,411,218 | 3,262,343 | 768,783 | 738,481 | 801,038 | 745,917 |
Equity capital | 768,271 | 722,128 | 645,616 | 616,953 | 169,716 | 161,695 | 151,607 | 141,063 |
Basic capital | 4,366 | 4,366 | 4,562 | 4,548 | 965 | 978 | 1,071 | 1,040 |
Long-term liabilities | 267,962 | 253,604 | 153,061 | 158,937 | 59,195 | 56,785 | 35,942 | 36,340 |
Short-term liabilities | 2,443,893 | 2,322,326 | 2,612,541 | 2,486,453 | 539,872 | 520,001 | 613,489 | 568,514 |
Total liabilities | 3,480,125 | 3,298,057 | 3,411,218 | 3,262,343 | 768,783 | 738,481 | 801,038 | 745,917 |
Item of the cash flow statement
Net cash from operating activities Net cash from investment activities Net cash from financial activities Net decrease in cash balance Cash at the beginning of the period Cash at the end of the period
Not examined in thousand PLN | Not examined in thousand EUR | ||
for the period | for the period | for the period | |
from | for the period | from | from |
01.01 | from 01.01 | 01.01 | 01.01 |
to 30.09.2020 | to 30.09.2019 | to 30.09.2020 | to 30.09.2019 |
263,803 | 85,011 | 59,388 | 19,730 |
9,001 | -102,115 | 2,026 | -23,700 |
-328,274 | 17,480 | -73,902 | 4,057 |
-55,471 | 375 | -12,488 | 87 |
78,914 | 32,602 | 17,765 | 7,567 |
23,443 | 32,978 | 5,278 | 7,654 |
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(all amounts expressed in thousand PLN, unless otherwise stated)
The average PLN/EUR exchange rates for the periods covered by the financial statements, comparable financial data, established by the National Bank of Poland were as follows:
01.01-30.09.202001.01-30.06.202001.01-31.12.2019 | 01.01-30.09.2019 | |||
Average during the | ||||
4.4420 | 4.4413 | 4.3018 | 4.3086 | |
reporting period* | ||||
Exchange rate as at the | ||||
last day of the reporting | 4.5268 | 4.4660 | 4.2585 | 4.3736 |
period | ||||
The highest exchange | ||||
rate in the reporting | 4.6044 | 4.6044 | 4.3891 | 4.3891 |
period | ||||
The lowest exchange rate | 4.2279 | 4.2279 | 4.2406 | 4.2406 |
in the reporting period | ||||
* average rate calculated as the arithmetic mean of the rates applicable on the last day of each month in a given period
Particular items of assets and liabilities of the statement of financial standing were converted according to the exchange rates valid on the last day of the period.
Particular items of assets and liabilities of the statement of financial standing as of 1 January 2019 were converted according to the exchange rate in force on 01.01.2019 - 4.3.
Particular items of the profit and loss account and other comprehensive income and the cash flow statement were converted according to the exchange rates constituting the arithmetic mean of the exchange rates valid on the last day of each month in a given reporting period.
12/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Consolidated profit and loss account and other comprehensive income
Sales revenues
Own cost of sales
Gross profit (loss) on sales
Sales costs
General administrative expenses Other operating income
Other operating cost
Profit (loss) on value change of financial instruments
Profit (loss) from operating activities
Interest income
Other financial income Financial costs
Share in profits (losses) of associates
Profit (loss) before tax
Income tax 3.1
Net profit (loss)
Net profit (loss) attributable to non-controlling shareholders Net profit (loss) attributable to shareholders of the parent company
Other total income that may be transferred to the result Other total net income
Total comprehensive income
Total comprehensive income attributable to shareholders of the parent company
Total comprehensive income attributable to non- controlling shareholders
Profit per 1 share - basic* Profit per 1 share - diluted*
Weighted average number of ordinary shares** Weighted average diluted number of ordinary shares**
Not examined | Not examined | Not examined | Not examined |
transformed | transformed | ||
for the period | for the period | for the period | for the period |
07-09.2020 | 01-09.2020 | 07-09.2019 | 01-09.2019 |
2,306,369 | 6,853,681 | 2,005,054 | 6,128,973 |
-2,055,875 | -6,126,496 | -1,804,738 | -5,512,117 |
250,494 | 727,185 | 200,316 | 616,856 |
-137,852 | -392,412 | -111,946 | -344,576 |
-46,808 | -138,464 | -43,069 | -130,523 |
3,489 | 9,145 | 1,953 | 5,455 |
-7,718 | -24,778 | -6,412 | -19,943 |
-2,623 | -11,262 | -2,287 | -3,806 |
58,982 | 169,414 | 38,555 | 123,463 |
2,985 | 9,426 | 3,350 | 9,470 |
663 | 1,245 | -749 | 557 |
-5,790 | -18,716 | -4,759 | -11,649 |
-813 | -1,859 | -170 | -581 |
56,027 | 159,511 | 36,229 | 121,260 |
-10,749 | -34,529 | -8,160 | -28,290 |
45,278 | 124,982 | 28,068 | 92,970 |
592 | 979 | 19 | -54 |
44,686 | 124,003 | 28,049 | 93,024 |
13 | 6 | 0 | 0 |
13 | 6 | 0 | 0 |
45,291 | 124,988 | 28,068 | 92,970 |
44,699 | 124,009 | 28,049 | 93,024 |
592 | 979 | 19 | -54 |
10.23 | 28.74 | 6.63 | 21.36 |
9.93 | 28.05 | 6.08 | 20.43 |
4,366,299 | 4,314,347 | 4,231,013 | 4,355,317 |
4,501,382 | 4,420,417 | 4,613,592 | 4,554,004 |
- Data in PLN
- The weighted average number of shares was calculated as the arithmetic mean of the number of shares in a given period. The weighted average diluted number of shares additionally takes into account the number of issued subscription warrants convertible into Ł and M series shares issued within the framework of management options programs.
13/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Consolidated statement of financial standing
Not examined | Not examined | Transformed | Not examined | |
transformed | transformed | |||
As at | As at | As at | As at | |
30.09.2020 | 30.06.2020 | 31.12.2019 | 30.09.2019 | |
Fixed assets | 1,119,650 | 1,085,865 | 1,054,554 | 1,034,477 |
Intangible assets | 101,378 | 96,277 | 90,329 | 84,451 |
Goodwill | 348,480 | 317,637 | 309,212 | 307,257 |
Property, plant and equipment | 249,146 | 227,759 | 349,646 | 340,988 |
Assets under the right of use | 278,738 | 298,038 | 177,386 | 178,974 |
Investment properties | 38,194 | 38,457 | 38,987 | 39,136 |
Investments in subsidiaries | 60 | 0 | 0 | 0 |
Investments in affiliates | 21,422 | 22,916 | 4,694 | 5,401 |
Unlisted shares and stocks | 525 | 525 | 525 | 525 |
Assets valued at depreciated cost | 2,963 | 2,930 | 2,864 | 2,831 |
Long-term receivables | 55,968 | 56,593 | 55,939 | 49,910 |
Loans granted | 22,776 | 24,733 | 24,971 | 25,003 |
Assets | 2,360,475 | 2,212,192 | 2,356,665 | 2,227,865 |
Reserves | 1,028,500 | 1,060,498 | 1,045,873 | 955,767 |
Trade receivables and other receivables | 1,234,066 | 1,051,801 | 1,169,865 | 1,191,858 |
Receivables due to current income tax | 7,089 | 6,901 | 6,149 | 4,852 |
Loans granted | 57,860 | 59,525 | 46,823 | 35,209 |
Cash and cash equivalents | 23,443 | 21,723 | 78,914 | 32,978 |
Other assets | 9 516 | 11,743 | 9,040 | 7,202 |
Total assets | 3,480,125 | 3,298,057 | 3,411,218 | 3,262,343 |
14/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Not examined | Not examined | Transformed | Not examined |
transformed | transformed | ||
Equity capital
Equity attributable to shareholders of the parent company
Registered capital Own shares Reserve capital
Exchange differences from converting foreign operations
As at | As at | As at | As at |
30/09/2020 | 30.06.2020 | 31.12.2019 | 30.09.2019 |
768,270 | 722,128 | 645,616 | 616,953 |
763,276 | 720,057 | 644,227 | 615,817 |
4,366 | 4,366 | 4,562 | 4,548 |
0 | 0 | -100,635 | -100,635 |
606,198 | 606,198 | 440,100 | 435,434 |
6 | -7 | 0 | 0 |
Other capitals | 13,078 | 11,788 | 18,771 | 19,320 | |
Retained earnings | 139,628 | 97,712 | 281,428 | 257,149 | |
Result from previous years | 15,625 | 18,395 | 163,773 | 164,125 | |
Result from current year | 124,003 | 79,317 | 117,655 | 93,024 | |
Equity attributable to non-controlling | 4,995 | 2,071 | 1,390 | 1,136 | |
shareholders | |||||
Liabilities | 2,711,855 | 2,575,930 | 2,765,602 | 2,645,390 | |
Long-term liabilities | 267,962 | 253,604 | 153,061 | 158,937 | |
Liabilities due to leasing 31.3 | |||||
219,216 | 223,088 | 132,923 | 139,714 | ||
Contingent liabilities due to purchase of shares | 23,979 | 9,126 | 6,140 | 6,140 | |
Other operational liabilities | 1,565 | 896 | 973 | 568 | |
Liabilities due to deferred income tax | 21,423 | 18,723 | 11,222 | 11,140 | |
Reserves for liabilities due to employee benefits | 1,650 | 1,650 | 1,650 | 1,208 | |
Other long-term liabilities | 129 | 121 | 152 | 166 | |
Short-term liabilities | 2,443,893 | 2,322,326 | 2,612,541 | 2,486,453 | |
Credits and loans 13 | |||||
4,541 | 257,591 | 290,585 | 321,115 | ||
Liabilities due to receivables factoring 31.3 | 51,333 | 39,980 | 0 | 0 | |
Liabilities due to leasing 31.3 | 22,812 | 31,829 | 30,744 | 28,329 | |
Contingent liabilities due to purchase of shares | 6,986 | 5,336 | 5,336 | 5,336 | |
Trade liabilities and other operational liabilities | 2,341,667 | 1,972,024 | 2,263,741 | 2,113,314 | |
Liabilities due to current income tax | 2,966 | 1,793 | 10,351 | 6,549 | |
Reserves for liabilities due to employee benefits | 6,541 | 6,541 | 6,541 | 6,001 | |
Other short-term reserves | 2,886 | 3,484 | 1,954 | 1,915 | |
Other liabilities | 4,161 | 3,745 | 3,288 | 3,894 | |
Total liabilities | 3,480,125 | 3,298,057 | 3,411,218 | 3,262,343 | |
15/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Consolidated cash flow statement
Not examined | Not examined |
transformed | |
Profit (loss) before tax
Depreciation
Write-offs updating non-financial assets Write-offs updating financial assets
Profit (loss) on sale, disposal, liquidation of tangible fixed assets Profits (losses) due to exchange rate differences
Annual cost of the incentive scheme Share in profits (losses) of associates Profit (loss) from other investment activities Net interest rates
Flows from operating activities before change in working capital
Change in working capital
Change in reserves
Change in trade and other receivables
Change in trade liabilities and other operating liabilities Change in reserves and other assets
Other adjustments
Cash generated/(used) in the course of operating activities
Income tax paid
Net cash from operating activities
Expenses for the purchase of intangible assets and tangible fixed assets
Proceeds from the sale of intangible assets and tangible fixed assets
Expenses for the acquisition and capital increase of subsidiaries Loans granted
Repayments received on loans granted Interest rates received
Net cash from investment activities
Net proceeds from the issue of shares
Acquisition of own shares
Proceeds from taking credits and loans
Repayment of loans and credits
Repayment of liabilities due to leasing
Interest rates paid
Dividends paid
Proceeds from received subsidies
Other expenses from financial activities
Other proceeds from financial activities
Net cash from financial activities
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period
- with limited disposability
for the period | for the period |
01-09.2020 | 01-09.2019 |
159,511 | 121,260 |
47,235 | 41,166 |
-357 | -423 |
1,015 | 1,582 |
-217 | 949 |
5,606 | 1,701 |
3,870 | 3,683 |
1,859 | 581 |
-5 | 0 |
6,609 | 6,213 |
225,125 | 176,711 |
73,002 | -79,088 |
17,373 | 128,483 |
-88,404 | -119,581 |
141,542 | -89,032 |
1,324 | 2,156 |
1,167 | -1,114 |
298,128 | 97,622 |
-34,325 | -12,612 |
263,803 | 85,011 |
-64,572 | -99,052 |
115,263 | 1,938 |
-41,630 | -6,080 |
-14,459 | -8,465 |
12,462 | 8,280 |
1,936 | 1,264 |
9,001 | -102,115 |
30,325 | 8,506 |
0 | -88,256 |
0 | 149,266 |
-242,437 | -5,712 |
-70,137 | -14,567 |
-9,665 | -8,649 |
-37,098 | -32,195 |
748 | 1,366 |
-10 | -1 |
0 | 7,722 |
-328,274 | 17,480 |
-55,471 | 375 |
78,914 | 32,602 |
23,443 | 32,978 |
5,679 | 4,159 |
16/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Consolidated statement of changes in equity
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY TO 30 SEPTEMBER 2019 - NOT EXAMINED TRANSFORMED
Equity | ||||||||
Own | Reserve | Other | Retained | attributable to | Equity attributable | |||
Basic capital | shareholders | to non-controlling | In total | |||||
shares | capital | capitals | earnings | |||||
of the parent | shareholders | |||||||
company | ||||||||
Equity at the beginning of the period - data published | 4,533 | -12,379 | 426,261 | 16,531 | 202,692 | 637,637 | 1,267 | 638,904 |
Net profit (loss) of the current period | 0 | 0 | 0 | 0 | 93,024 | 93,024 | -54 | 92,970 |
Total comprehensive income for the period | 0 | 0 | 0 | 0 | 93,024 | 93,024 | -54 | 92,970 |
Dividends | 0 | 0 | -33,111 | 0 | 0 | -33,111 | 0 | -33,111 |
Distribution of the financial result | 0 | 0 | 38,612 | 0 | -38,612 | 0 | 0 | 0 |
Shares issued | 15 | 0 | 3,673 | -893 | 0 | 2,795 | 0 | 2,795 |
Share options issued | 0 | 0 | 0 | 3,683 | 0 | 3,683 | 0 | 3,683 |
Buyback of own shares | 0 | -88,256 | 0 | 0 | 0 | -88,256 | 0 | -88,256 |
Acquisition of non-controlling shares | 0 | 0 | 0 | 0 | 45 | 45 | -77 | -32 |
Transactions with owners recognized directly in equity | 15 | -88,256 | 9,173 | 2,790 | -38,566 | -114,845 | -77 | -114,921 |
Equity at the end of the period | 4,548 | -100,635 | 435,434 | 19,320 | 257,149 | 615,817 | 1,136 | 616,953 |
17/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2019 - TRANSFORMED
Equity | ||||||||
Own | Reserve | Other | Retained | attributable to | Equity attributable | |||
Basic capital | shareholders of | to non-controlling | In total | |||||
shares | capital | capitals | earnings | |||||
the parent | shareholders | |||||||
company | ||||||||
Equity at the beginning of the period - data published | 4,533 | -12,379 | 426,261 | 16,531 | 202,692 | 637,637 | 1,267 | 638,904 |
Net profit (loss) of the current period | 0 | 0 | 0 | 0 | 117,655 | 117,655 | 188 | 117,843 |
Total comprehensive income for the period | 0 | 0 | 0 | 0 | 117,655 | 117,655 | 188 | 117,843 |
Dividends | 0 | 0 | -32,195 | 0 | 0 | -32,195 | 0 | -32,195 |
Distribution of the financial result | 0 | 0 | 38,991 | 0 | -38,991 | 0 | 0 | 0 |
Shares issued | 29 | 0 | 7,044 | -1,703 | 0 | 5,370 | 0 | 5,370 |
Share options issued | 0 | 0 | 0 | 3,944 | 0 | 3,944 | 0 | 3,944 |
Buyback of own shares | 0 | -88,256 | 0 | 0 | 0 | -88,256 | 0 | -88,256 |
Acquisition of non-controlling shares | 0 | 0 | 0 | 0 | 72 | 72 | -65 | 7 |
Transactions with owners recognized directly in equity | 29 | -88,256 | 13,839 | 2,241 | -38,918 | -111,065 | -65 | -111,131 |
Equity at the end of the period | 4,562 | -100,635 | 440,100 | 18,771 | 281,428 | 644,227 | 1,390 | 645,616 |
18/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY TO 30 SEPTEMBER 2020 - NOT EXAMINED | |||||||||
Equity | |||||||||
Own | Reserve | Exchange | Other | Retained | attributable to | Equity attributable | |||
Basic capital | differences | shareholders | to non-controlling | In total | |||||
shares | capital | capitals | earnings | ||||||
from foreign | of the parent | shareholders | |||||||
operations | company | ||||||||
Equity at the beginning of the period - data published | 4,562 | -100,635 | 440,100 | 0 | 18,771 | 281,428 | 644,227 | 1,390 | 645,616 |
Net profit (loss) of the current period | 0 | 0 | 0 | 0 | 0 | 124,003 | 124,003 | 979 | 124,982 |
Other total net income | 0 | 0 | 0 | 6 | 0 | 0 | 6 | 0 | 6 |
Total comprehensive income for the period | 0 | 0 | 0 | 6 | 0 | 124,003 | 124,009 | 979 | 124,988 |
Dividends | 0 | 0 | 0 | 0 | 0 | -37,098 | -37,098 | 0 | -37,098 |
Distribution of the financial result | 0 | 0 | 225,935 | 0 | 0 | -225,935 | 0 | 0 | 0 |
Shares issued | 159 | 0 | 40,443 | 0 | -9,563 | 0 | 31,038 | 0 | 31,038 |
Share options issued | 0 | 0 | 0 | 0 | 3,870 | 0 | 3,870 | 0 | 3,870 |
Redemption of own shares | -355 | 100,635 | -100,280 | 0 | 0 | 0 | 0 | 0 | 0 |
Acquisition of non-controlling shares | 0 | 0 | 0 | 0 | 0 | -2,770 | -2,770 | 2,626 | -144 |
Transactions with owners recognized directly in equity | -196 | 100,635 | 166,098 | 0 | -5,694 | -265,803 | -4,960 | 2,626 | -2,334 |
Equity at the end of the period | 4,366 | 0 | 606,198 | 6 | 13,078 | 139,628 | 763,275 | 4,995 | 768,270 |
19/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
VII. Additional information to the quarterly report of the NEUCA Capital Group drawn up as at 30.09.2020
General information
The NEUCA Capital Group consists of NEUCA S.A. and its subsidiaries. The parent company of the Capital Group - NEUCA S.A. with its registered office in Toruń ("Parent Company") was established on 12 December 1994 on the basis of a notarial deed Rep. A no 5395/1994. The Company operates on the territory of the Republic of Poland. The parent company is entered in the Register of Entrepreneurs of the National Court Register kept by the District Court in Toruń, VII Economic Department of the National Court Register, under KRS number 0000049872. The company was assigned statistical number REGON 870227804.
The core business of the parent company is wholesale of pharmaceutical products (according to PKD 46.46).
The core business of the entire Capital Group is wholesale of pharmaceutical products.
This consolidated financial statement was approved for publication by the Board Directors of the Parent Company on 25 November 2020.
The consolidated financial statement of the Group covers the period of 9 months ended 30 September 2020 and contains comparative data:
consolidated profit and loss account and other comprehensive income - for the period from 1 January to 30 September 2019 and for the period from 1 July to 30 September 2019;
consolidated statement of financial standing - as at 30 June 2020, as at 30 September 2019, as at 31 December 2019;
consolidated cash flow statement - for the period of 9 months ended 30 September 2019;
consolidated statement of changes in equity - for the period from 1 January to 30 September 2019 and from 1 January to 31 December 2019.
The duration of the Parent Company and the entities comprising the Capital Group is indefinite.
The NEUCA Group
The Issuer has (directly and indirectly) control over the following companies:
The Group's | |||||
Consolidati | percentage share in the | ||||
Unit's name | Location | Scope of activity | company's capital | ||
on method | |||||
09.2020 | 12.2019 |
Segment: Pharmacy wholesale
Pretium Farm Sp. z o.o. | Toruń |
Świat Zdrowia S.A. | Toruń |
NEUCA Clinical Trials Sp. z | Toruń |
o.o.2 | |
Farmada Transport Sp. z o.o. | Toruń |
Prosper S.A.7 | Toruń |
PFM.PL S.A. | Toruń |
Nekk Sp. z o.o. | Poznań |
Brand Management 2 Sp. z o.o. | Toruń |
Martinique Investment Sp. z o.o. | Toruń |
Fundacja Neuca dla Zdrowia1 | Toruń |
NEUCA Clinical Trials Sp. z o.o. | Toruń |
SKA16 | |
Representation services
Marketing services
Other financial services
Road freight transport Representation services IT activities Advertising agency
Lease of intellectual property and
similar products
Rental and management of own or
leased real estate
Improving the health and related quality of life of the population
Other financial services
full | 100% | 100% |
full | 95% | 95% |
full | 100% | 100% |
full | 100% | 100% |
full | - | 100% |
full | 74% | 74% |
full | 100% | 100% |
full | 100% | 100% |
full | 100% | 100% |
full | - | - |
full | 100% | 99% |
20/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
The Group's percentage | |||||
Consolidati | share in the company's | ||||
Unit's name | Location | Scope of activity | capital | ||
on method | |||||
09.2020 | 12.2019 |
ACP PHARMA S.A.6
Cefarm Rzeszów Sp. z o.o. company in liquidation
HealthMore Sp. z o.o. company in liquidation
Inkoma Sp. z o.o.
Ortopedio.pl Sp. z o.o.
Synoptis Industrial Sp. z o.o.14
Aliant Sp. z o.o.
Segment: Private labels
Synoptis Pharma Sp. z o.o.
Toruń | Representation services |
Toruń | Representation services |
Kielce | Sale of drugs |
Toruń | Activities of financial holding |
companies | |
Retail sale of medical devices, | |
Toruń | including orthopaedic, conducted in |
specialized stores | |
Toruń | Manufacture of drugs and other |
pharmaceutical products | |
Other service activities in the field of | |
Warszawa | information and computer |
technologies | |
Warszawa | Manufacture of drugs and other |
pharmaceutical products | |
full | - | 100% |
full | 100% | 100% |
full | 100% | 100% |
full | 100% | 100% |
full | 100% | 100% |
full | 100% | 100% |
full | 100% | 50% |
full | 100% | 100% |
Segment: Outpatient clinics, clinical trials and telemedicine
Neuca Med Sp. z o.o. PLR "Ognik" Sp. z o.o. Pro Familia Sp. z o.o.
Przychodnia Rejonowa nr 3 "Eskulap" - Zespół Lekarzy Rodzinnych Sp. z o.o.11
Przychodnia Lekarska "Konsylium" Sp. z o.o.
Unipolimed Sp. z o.o.
Clinport Sp. z o.o.
Toruń | General medical practice |
Poznań | General medical practice |
Dzierżoniów | General medical practice |
Tychy | General medical practice |
Głogów | General medical practice |
Łódź | General medical practice |
Scientific research and development | |
Katowice | in the field of other natural and |
technical sciences |
full | 100% | 100% |
full | 100% | 100% |
full | 100% | 100% |
full | - | 100% |
full | 100% | 100% |
full | 100% | 100% |
full | 100% | 100% |
Diabdis Sp. z o.o. | Katowice | Research and development | full | 100% | 70% |
Scientific research and development | |||||
Bioscience S.A.8 | Bydgoszcz | in the field of other natural and | full | - | 100% |
technical sciences |
Pratia S.A.
Medic Klinika Sp. z o.o. Elmed Szczytno Sp. z o.o. NZOZ Judyta Sp. z o.o.6
NZOZ Pod Wierzbami Sp. z o.o.
NZOZ Przychodnia Krzysztof Sp. z o.o.
NZOZ Medicus Gostynin Sp. z o.o.11
Clinscience Sp. z o.o. 3
Intermed Usługi Medyczne Sp. z o.o
Centrum Medyczne "Rodzina" Sp. z o.o.6
Eskulap Sp. z o.o.
Pratia Hematologia Sp. z o.o.
Examen Sp. z o.o. 4, 9
Katowice | Specialist medical practice | full | 100% | 100% |
Bydgoszcz | General medical practice | full | 100% | 100% |
Szczytno | General medical practice | full | 100% | 100% |
Skierniewice | Specialist medical practice | full | - | 100% |
Dzierżoniów | General medical practice | full | 100% | 100% |
Wałbrzych | General medical practice | full | 100% | 100% |
Gostynin | General medical practice | full | - | 100% |
Scientific research and development | ||||
Warszawa | in the field of other natural and | full | 100% | 100% |
technical sciences | ||||
Wałbrzych | Specialist medical practice | full | 100% | 100% |
Płock | Specialist medical practice | full | - | 100% |
Szczytno | General medical practice | full | 100% | 100% |
Katowice | Specialist medical practice | full | 85% | 85% |
Scientific research and development | ||||
Poznań | in the field of other natural and | full | - | - |
technical sciences |
21/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
The Group's percentage | |||||
Consolidatio | share in the company's | ||||
Unit's name | Location | Scope of activity | capital | ||
n method | |||||
09.2020 | 12.2019 | ||||
Clinscience Technology Sp. z | Katowice | Software related activities | full | 51% | - |
o.o.5 | |||||
Pratia Medical Center Ukraine | Kharkov, | Hospital activities | full | 100% | - |
LLC5 | Ukraine | ||||
Pratia Ukraine LLC5 | Kharkov, | Research and experimental | full | 100% | - |
Ukraine | development in biotechnology | ||||
Experior S.L.10 | Valencia, | Clinical trials | full | 100% | - |
Spain | |||||
Silesian Healthy Blood Clinic | Chorzów | Research and development in the | not subject to | 100% | - |
Grosicki, Grosicka sp.j.13 | field of biotechnology | consolidation | |||
NZOZ Zakład Rehabilitacji | |||||
Leczniczej dla Dzieci i Dorosłych | Bełchatów | Physiotherapeutic activities | full | 100% | - |
Sp. z o.o.12 | |||||
Associates | |||||
Telemedycyna Polska S.A. | Katowice | Specialist medical practice | proprietary | 34% | 34% |
rights | |||||
SensDx S.A. | Warszawa | Research and development in the | proprietary | 25% | 25% |
field of biotechnology | rights | ||||
kfgnPratia GmbH15 | Hamburg, | Management of own assets and | proprietary | 40% | - |
Germany | shareholding | rights | |||
- The NEUCA dla Zdrowia Foundation was established by NEUCA S.A.
- Before the change of the name of Apofarm Sp. z o.o.
- Before the change of the name of Clinmed Pharma Sp. z o.o.
- The company's results are subject to consolidation from 1 February 2020
- The company's results are subject to consolidation from the date of acquisition of shares (Clinscience Technology Sp. z o.o. from 14 February 2020, Pratia Medical Center Ukraine LLC and Pratia Ukraine LLC from 27 March 2020).
- On 1 April 2020, the District Court in Toruń, 7th Commercial Department of the National Court Register, registered the resolutions on the merger by acquisition of the companies of NEUCA S.A. and ACP Pharma S.A. as well as Neuca Med. Sp. z o.o., Centrum Medyczne Rodzina Sp. z o.o. and NZOZ Judyta Sp. z o.o.
- On 1 July 2020, the District Court in Toruń, 7th Commercial Department of the National Court Register registered the resolutions on the merger by acquisition of NEUCA S.A. and Prosper S.A.
- On 7 July 2020, the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register registered the resolutions on the merger by acquisition of Clinscience Sp. z o.o. and Bioscience S.A.
- On 31 July 2020, the District Court Katowice Wschód in Katowice, 8th Commercial Department of the National Court Register registered the resolutions on the merger by acquisition of Pratia S.A. and Examen Sp. z o.o.
- The company's results are subject to consolidation from 1 August 2020
-
On 1 September 2020, the District Court in Toruń, 7th Commercial Department of the National Court Register registered the resolutions on the merger by acquisition of Neuca Med Sp. z o.o., Przychodnia Rejonowa nr 3 Eskulap
- Zespół Lekarzy Rodzinnych Sp. z o.o. i NZOZ Medicus Gostynin Sp. z o.o. - The company's results are subject to consolidation from 1 October 2020
- Due to the criterion of materiality of the financial statement of Silesian Healthy Blood Clinic Grosicki, Grosicka sp. j., this entity is not subject to consolidation (MSR 1).
- In 2020, the company generated revenues mainly from the wholesale of medical devices necessary to combat the epidemiological risk associated with COVID-19.
- In July 2020, the shares of the companies kfgn | Site Operations & Services GmbH based in Hamburg, Klinische Forschung Hamburg GmbH based in Hamburg, Klinische Forschung Berlin-Mitte GmbH based in Berlin, Klinische Forschung Schwerin GmbH based in Kiel, Klinische Forschung Hannover-Mitte GmbH with headquarters in Hannover, Klinische Forschung Dresden GmbH with headquarters in Dresden, Klinische Forschung Karlsruhe GmbH with headquarters in Karsruhe, clinytics GmbH with headquarters in Hamburg were contributed in kind to kfgnPratia GmbH.
- Before the change of the name of Apofarm Inwestycje Sp. z o.o. SKA
The Group's share in voting rights is equal to the share in the companies' capital.
In the period of 9 months ended 30 September 2020, the composition of the Group expanded as a result of acquisition of shares in Examen Sp. z o.o., Experior S.L., Aliant Sp. z o.o. and N.Z.O.Z. Zakład Rehabilitacji Leczniczej dla Dzieci i Dorosłych Sp. z o.o. and acquiring shares in Clinscience Technology Sp. z o.o., Pratia Medical Center LLC and Pratia Ukraine LLC. Detailed information on the changes in the Group's structure was included in the note "Indication of the effects of changes in the structure of the business entity, including as a result of a merger of business entities, takeover or sale of capital group entities, long-term investments, division of restructuring and abandonment of activity".
In the period of 9 months ended 30 September 2020 the Group acquired the remaining 50% of shares in Aliant Sp. z
- As a result of the purchase of shares in Aliant Sp. z o.o. the percentage share of NEUCA Group in the share capital of Aliant Sp. z o.o. rose to 100%. Due to obtaining control over Aliant Sp. z o.o., the company was covered by
22/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
the full consolidation method. The company's results are subject to consolidation from 1 September 2020.
In the period of 9 months ended 30 September 2020 as a result of purchase of minority shares of Diabdis Sp. z o.o., the percentage share of the NEUCA Group in the share capital of Diabdis Sp. z o.o. increased to 100%.
Composition of the Board of Directors and Supervisory Board of the Parent Company
The composition of the Board of Directors of the Parent Company as at 30 September 2020 and as at 25 November 2020: Piotr Sucharski, Grzegorz Dzik, Paweł Kuśmierowski.
Composition of the Supervisory Board of the Parent Company as at 30 September 2020: Kazimierz Herba, Wiesława Herba, Tadeusz Wesołowski, Bożena Śliwa, Małgorzata Wiśniewska, Jolanta Kloc.
Composition of the Supervisory Board of the Parent Company as at 25 November 2020: Kazimierz Herba, Wiesława Herba, Tadeusz Wesołowski, Bożena Śliwa, Jolanta Kloc, Iwona Sierzputowska.
On 5 October 2020, Ms. Małgorzata Wiśniewska submitted a statement on her resignation from membership in the Supervisory Board and Audit Committee of the Parent Company as of 5 October 2020.
On 12 November 2020 Ms. Iwona Sierzputowska was elected to the Supervisory Board of the Parent Company.
Basis for preparation of the financial statements
The presented Condensed Consolidated Financial Statements of the Capital Group for the third quarter of 2020 and for the corresponding period of the previous year were prepared in accordance with the International Accounting Standard (IAS 34) - "Interim Financial Reporting", accepted by the European Union.
The condensed consolidated interim financial statement is presented in thousand PLN, unless otherwise stated in the report.
The consolidated financial statement was prepared on the assumption that the companies of the Group will continue their business activities in the foreseeable future.
Impact of the COVID19 pandemic on the Group's operations
The NEUCA Group, within the framework of counteracting the epidemic risks related to COVID 19, in the period of 9 months ended 30 September 2020, took a number of actions aimed at raising the safety standards of employees and reducing the risk for maintaining the continuity of key processes of the NEUCA Group. Additional security mechanisms have been implemented:
separation of areas in warehouse facilities and office buildings reducing the risk of excessive contact between employees as part of their work,
ongoing disinfection system consisting of permanent disinfection of places with a higher risk of virus transmission (places of contact with employees' hands such as: handrails, ID readers, lighting equipment, computer workstations, etc.),
a system of cyclical (weekly) disinfections carried out by professional companies providing this type of services in warehouse facilities.
The Group maintains a high level of employee safety by providing personal safety measures (disposable masks, visors, disposable gloves and disinfectants). The principle of working in the home office system in areas that can work in a remote system has been introduced. The NEUCA Group facilities have been equipped with disinfecting mats, and the temperature measurement for all people entering the facility is introduced in the warehouse facilities.
The established Risk Management Team monitors threats and regulatory changes on an ongoing basis, based on which it introduces internal changes in the Organization.
23/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
The NEUCA Group is currently operating as planned and has not experienced any significant disruptions to its business continuity and product availability.
The Group sees no threat to the continuation of its operations in the next 12 months due to the coronavirus epidemic.
The Group assessed whether there are any indications of impairment of cash generating units and concluded that as at 30 September 2020 there were no such indications.
The Group conducted an analysis of the impact of COVID-19 on the revaluation write-off of receivables and loans as at 30 September 2020 and found no significant impact on the values presented in the condensed consolidated financial statement.
Liquidity situation
At the moment of preparing the condensed consolidated semi-annual financial statement, the financial situation of the Group is stable. As at the balance sheet date, the Group had funds on bank accounts and unused credit limits.
Accounting principles
The accounting principles adopted for the preparation of this condensed interim financial statement are consistent with the principles adopted for the preparation of the last annual financial statement, except for new standards and interpretations applied as of 1 January 2020. This interim condensed consolidated financial statement does not contain the information and disclosures required for full financial statements and should be read together with the annual financial statement for the financial year ended 31 December 2019, which was prepared in accordance with the International Financial Reporting Standards approved by the European Union.
The accounting principles applied by the Group were described in detail in the financial statement drawn up as at and for the financial year ended 31 December 2019 published on 19 March 2020.
In connection with receivables factoring and reverse factoring agreements concluded in 2020, the Group presents below the rules concerning presentation in the financial statements:
In the statement of financial standing, the Group presents liabilities covered by the reverse factoring program under trade liabilities and other operating liabilities. The financing party pays liabilities to the Group's suppliers in exchange for the payment of interest by the Group for the financing period between the date of repayment of liabilities to suppliers and the date on which the above mentioned liabilities are paid by the Group to the factor (in accordance with the maturity date originally set by the supplier). Interest costs for the financing period are presented by the Group in the financial costs of the profit and loss account. The Group presents the cash flow statement in its operating activities and the financing costs in its financing activities.
In the statement of financial standing, the Group presents receivables covered by incomplete factoring (with recourse) under Trade receivables and other receivables and cash received from the factor until the date of receiving information from the factor about payment of receivables by the debtor under receivables factoring. Due to the factor's failure to assume the risk of the debtor's insolvency, the Group ceases to recognize receivables covered by the factoring only after the factoring debtor has paid. If the debtor fails to pay its liabilities, the Group is obliged to return the funds previously received to the factor. In connection with the factoring agreements concluded, the Group incurs commission and interest costs, which are presented in the financial costs of the profit and loss account. The settlement of receivables covered by factoring is presented by the Group in its operating activities of the cash flow statement, and the costs of commissions and interest - in financial activities.
Application of estimates and assumptions
Preparation of the interim condensed financial statement requires making certain estimates and adopting certain assumptions which affect the value of assets and liabilities as well as revenues and costs presented in the financial statement. The key assumptions adopted with the application of the Group's accounting principles as well as key factors of estimation risk are consistent with those applied and described in the financial statements drawn up as at 31 December 2019.
24/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Taking into account standards, changes in accounting standards and interpretations in force as at 1 January 2020
The following standards adopted by the European Union were applied by the Company as at 1 January 2020:
Amendments to IFRS 3 "Business mergers" - definition of a business (applicable to mergers where the acquisition date falls at the beginning of the first annual period beginning on 1 January 2020 or later and to the acquisition of assets that took place on the date of the beginning of the aforementioned annual period or later), Amendments to IAS 1 "Presentation of financial statements" and IAS 8 "Accounting policies, changes in accounting estimates and errors" - Definition of materiality (applicable to annual periods beginning on or after 1 January 2020),
Amendments to IFRS 9 "Financial Instruments", IAS 39 "Financial Instruments" and IFRS 7 "Financial Instruments: Disclosures" - IBOR reform (applies to annual periods starting after 1 January 2020 or later).
Standards and interpretations not applied in these financial statements
The following standards, amendments to existing standards and interpretations have not been adopted by the European Union or are not effective for periods beginning on 1 January 2020:
IFRS 17 "Insurance Contracts" (effective for annual periods beginning on or after 1 January 2021), Amendments to IAS 1 "Presentation of Financial Statements" (effective for annual periods beginning on or after 1 January 2023)
Amendments to IFRS 16 "Leasing" (effective from 1 June 2020 or after that date),
Amendments to IFRS 3 "Business mergers" (effective for annual periods beginning on or after 1 January 2022), Amendments to IAS 16 "Property, Plant and Equipment" (effective for annual periods beginning on or after 1 January 2022),
Amendments to IAS 37 "Provisions, Contingent Liabilities and Contingent Assets" (effective for annual periods beginning on or after 1 January 2022),
Amendments to IFRS 4 "Insurance Contracts" (effective for annual periods beginning on or after 1 January 2022).
The Board of the Group believes that the above standards and amendments to the standards will not have a significant impact on the financial statements in the period of their first application.
Adjustments to previously presented financial statements
In the presented financial statement, the comparative data as at 30 September 2019 and for the period of 9 months ended that day were changed in relation to the data approved and published for that period due to a change in the erroneous discount rate adopted to calculate the value of liabilities under future payments under lease agreements ("Adjustment of the application of IFRS 16"). The Group also reclassified assets used under lease agreements concluded before the date of implementation of IFRS 16 by virtue of the right to use. In the originally published report as of 30 September 2019, the above mentioned assets were incorrectly presented under tangible fixed assets. Additionally, the Group reclassified the tax payments made with interest resulting from the conducted tax proceedings described in the note "Significant proceedings pending before a court, arbitration authority or public administration body" to long-term receivables. In the originally published statements, the Group presented the payments made due to VAT with interest due to VAT and corporate income tax in Short-term receivables due to taxes, customs and social and health insurance, while the main amount due to income tax in Short-term receivables due to current income tax.
Elements of previously published statements that were corrected as described above (other published historical statements or elements were not subject to adjustment) are presented below.
25/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Not examined | Adjustment | Not examined | |||
due to | Presentation | data | |||
data published | |||||
application of | adjustment | transformed on | |||
on 30.09.2019 | |||||
IFRS16 | 30.09.2019 | ||||
Fixed assets | |||||
Property, plant and equipment | 527,482 | 0 | -186,494 | 340,988 | |
Assets under the right of use | 0 | -7,520 | 186,494 | 178,974 | |
Goodwill | 307,257 | 0 | 0 | 307,257 | |
Intangible assets | 84,451 | 0 | 0 | 84,451 | |
Investment properties | 39,136 | 0 | 0 | 39,136 | |
Assets valued at depreciated cost | 2,831 | 0 | 0 | 2,831 | |
Investments in affiliates | 5,401 | 0 | 0 | 5,401 | |
Unlisted shares and stocks | 525 | 0 | 0 | 525 | |
Long-term receivables | 15,262 | 0 | 34,648 | 49,910 | |
Loans granted | 25,003 | 0 | 0 | 25,003 | |
Total fixed assets | 1,007,350 | -7,520 | 34,648 | 1,034,477 | |
Assets | |||||
Reserves | 955,767 | 0 | 0 | 955,767 | |
Trade receivables and other receivables | 1,212,918 | 0 | -21,060 | 1,191,858 | |
Receivables due to current | |||||
income tax | 18,439 | 0 | -13,588 | 4,852 | |
Loans granted | 35,209 | 0 | 0 | 35,209 | |
Cash and cash equivalents | 32,978 | 0 | 0 | 32,978 | |
Other assets | 7,202 | 0 | 0 | 7,202 | |
Total current assets | 2,262,513 | 0 | -34,648 | 2,227,865 | |
Total assets | 3,269,863 | -7,520 | 0 | 3,262,343 |
26/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Not examined | Adjustment | Not examined | |
data | due to | Presentation | data |
published on | application of | adjustment | transformed |
30.09.2019 | IFRS16 | on 30.09.2019 |
Equity capital
Basic capital
Own shares
Reserve capital
Other capitals
Retained earnings, including:
- profit from previous years
-
profit of the shareholders of the parent company of the current year
Equity attributable to shareholders of the parent company
Equity attributable to non-controlling shareholders
Total equity capital
Long-term liabilities
Liabilities due to leasing
Contingent liabilities due to purchase of shares Liabilities due to deferred income tax Reserves for liabilities due to employee benefits Other operational liabilities
Other liabilities
Total long-term liabilities
Short-term liabilities
Credits and loans Liabilities due to leasing
Contingent liabilities due to purchase of shares Trade liabilities and other operational liabilities Liabilities due to current income tax Reserves for liabilities due to employee benefits Reserves for other liabilities
Other liabilities
Total short-term liabilities
Total liabilities
Total liabilities
4,548 | 0 | 0 | 4,548 |
-100,635 | 0 | 0 | -100,635 |
435,434 | 0 | 0 | 435,434 |
19,320 | 0 | 0 | 19,320 |
258,383 | -1,234 | 0 | 257,149 |
165,248 | -1,123 | 0 | 164,125 |
93,135 | -111 | 0 | 93,024 |
617,050 | -1,234 | 0 | 615,817 |
1,136 | 0 | 0 | 1,136 |
618,186 | -1,234 | 0 | 616,953 |
144,940 | -5,225 | 0 | 139,714 |
6,140 | 0 | 0 | 6,140 |
11,428 | -288 | 0 | 11,140 |
1,208 | 0 | 0 | 1,208 |
568 | 0 | 0 | 568 |
166 | 0 | 0 | 166 |
164,450 | -5,513 | 0 | 158,937 |
321,115 | 0 | 0 | 321,115 |
29,102 | -773 | 0 | 28,329 |
5,336 | 0 | 0 | 5,336 |
2,113,314 | 0 | 0 | 2,113,314 |
6,549 | 0 | 0 | 6,549 |
6,001 | 0 | 0 | 6,001 |
1,915 | 0 | 0 | 1,915 |
3,894 | 0 | 0 | 3,894 |
2,487,226 | -773 | 0 | 2,486,453 |
2,651,676 | -6,286 | 0 | 2,645,390 |
3,269,863 | -7,520 | 0 | 3,262,343 |
As a result of application of IFRS 16, total assets and liabilities as at 30 September 2019 decreased by 7,520 thousand PLN.
27/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Reconciliation of changes in the position of the consolidated profit and loss account is presented in the table below:
Not examined | Not examined | |
published | adjustment due | transformed |
to application | ||
from 01.01.2019 | of IFRS 16 | from 01.01.2019 |
to 30.09.2019 | to 30.09.2019 |
Sales revenues
Own cost of sales
Gross profit on sales
Sales costs
General administrative expenses Other operating income
Other operating cost
Profit/loss on impairment of financial instruments
6,128,973 | 0 | 6,128,973 |
-5,512,117 | 0 | -5,512,117 |
616,856 | 0 | 616,856 |
-344,576 | 0 | -344,576 |
-131,144 | 621 | -130,523 |
5,455 | 0 | 5,455 |
-19,943 | 0 | -19,943 |
-3,806 | 0 | -3,806 |
Profit from operating activities | 122,842 | 621 | 123,463 |
Interest income | 9,470 | 0 | 9,470 |
Other financial income | 557 | 0 | 557 |
Financial costs | -10,891 | -758 | -11,649 |
Share in profits of associates | -581 | 0 | -581 |
Profit before tax | 121,396 | -137 | 121,260 |
Income tax | -28,316 | 26 | -28,290 |
Net profit | 93,081 | -111 | 92,970 |
28/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Reconciliation of changes in items of the consolidated cash flow statement is presented in the table below:
Cash flows from operating activities
Profit before tax for the financial year Depreciation
Net interest rates
Write-offs updating non-financial assets
Profit/ loss on sale, disposal, liquidation of tangible fixed assets
Profits (losses) due to exchange rate differences
Profit from investment activities
Valuation of the incentive scheme
Share in profits of associates
Write-offs updating financial assets and future credit losses
Flows from operating activities before change in working capital Changes in working capital
Change in reserves
Change in receivables
Change in liabilities
Change in reserves and accruals
Other adjustments
Cash generated in the course of operating activities
Income tax paid
Net cash from operating activities
Cash flows from investment activities
Expenses for the purchase of intangible assets and tangible fixed assets
Proceeds from the sale of intangible assets and tangible fixed assets Expenses for the acquisition of subsidiaries (less cash acquired) Loans granted
Repayments received on loans granted Interest rates received
Net cash from used in investment activities
Cash flows from financial activities
Net proceeds from the issue of shares
Acquisition of own shares
Proceeds from taking credits and loans
Proceeds from received subsidies
Repayment of loans and credits
Repayment of liabilities due to financial leasing
Other proceeds from financial activities
Interest rates paid
Dividends paid
Other expenses from financial activities
Net cash from financial activities
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period
Not examined | adjustment | Not examined |
published from | due to | transformed |
01.01.2019 to | application of | from 01.01.2019 |
30.09.2019 | IFRS 16 | to 30.09.2019 |
121,396 | -137 | 121,260 |
41,507 | -341 | 41,166 |
5,348 | 865 | 6,213 |
-423 | 0 | -423 |
949 | 0 | 949 |
1,808 | -107 | 1,701 |
0 | 0 | 0 |
3,683 | 0 | 3,683 |
581 | 0 | 581 |
1,582 | 0 | 1,582 |
176,431 | 280 | 176,711 |
128,483 | 0 | 128,483 |
-119,581 | 0 | -119,581 |
-89,032 | 0 | -89,032 |
2,156 | 0 | 2,156 |
-1,114 | 0 | -1,114 |
97,343 | 280 | 97,622 |
-12,612 | 0 | -12,612 |
84,731 | 280 | 85,011 |
-99,052 | 0 | -99,052 |
1,938 | 0 | 1,938 |
-6,080 | 0 | -6,080 |
-8,465 | 0 | -8,465 |
8,280 | 0 | 8,280 |
1,264 | 0 | 1,264 |
-102,115 | 0 | -102,115 |
8,506 | 0 | 8,506 |
-88,256 | 0 | -88,256 |
149,266 | 0 | 149,266 |
1,366 | 0 | 1,366 |
-5,712 | 0 | -5,712 |
-15,153 | 585 | -14,567 |
7,722 | 0 | 7,722 |
-7,785 | -865 | -8,649 |
-32,195 | 0 | -32,195 |
-1 | 0 | -1 |
17,759 | -280 | 17,480 |
375 | 0 | 375 |
32,602 | 0 | 32,602 |
32,978 | 0 | 32,978 |
29/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Reporting by segments
For management purposes the Group is divided into business units based on the products and services offered. Starting from 1 January 2009, the Group separated the reporting segments for which it applied the IFRS 8 regulations. The accounting principles applied in the reporting segments are the same as the Group's accounting policy. Segment profit/loss is determined based on the operating results of the companies comprising the segment adjusted for consolidation adjustments.
The basis for the assessment made by the Board is the result on operating activities. Financing of the Group (including financial costs and revenues) and income tax are monitored at the Group level and are not allocated to individual segments.
The Group distinguishes the following reportable operating segments:
Pharmacy wholesale - the segment's core business is wholesale of pharmaceutical products;
Private labels - the segment's core business is to market pharmaceutical products under its own brand; Outpatient clinics, clinical trials and telemedicine - the segment's core business is general medical practice, clinical trials and telemedicine.
Data for the period of 01.01 to 30.09.2020
Outpatient | ||||||
Pharmacy | Private | clinics, clinical | Adjustments | Total | ||
wholesale | labels | trials and | ||||
telemedicine | ||||||
Sales revenues | ||||||
Revenues from external clients | 6,714,960 | 9,721 | 129,000 | 0 | 6,853,681 | |
Revenues from other segments | 17,026 | 87,579 | 924 | -105,528 | 0 | |
Total revenues | 6,731,986 | 97,299 | 129,924 | -105,528 | 6,853,681 | |
EBITDA | 161,601 | 37,388 | 17,661 | 0 | 216,650 | |
Depreciation | -39,691 | -608 | -6,936 | 0 | -47,235 | |
Operational profit | 121,909 | 36,780 | 10,725 | 0 | 169,414 |
Sales revenues realized by the Private labels segment to other segments (pharmacy wholesale) amounted to 87,579 thousand PLN, while revenues from the sale of private labels realized by the Wholesale pharmacy segment in individual quarters of 2020 amounted to: Q1 - 50,746 thousand PLN, Q2 - 30,945 thousand PLN, Q3 - 41,306 thousand PLN.
Data for the period of 01.01 to 30.09.2019
Outpatient | ||||||
Pharmacy | Private | clinics, clinical | Adjustments | Total | ||
wholesale | labels | trials and | ||||
telemedicine | ||||||
Sales revenues | ||||||
Revenues from external clients | 5,999,209 | 16,617 | 113,147 | 0 | 6,128,973 | |
Revenues from other segments | 7,948 | 101,317 | 452 | -109,716 | 0 | |
Total revenues | 6,007,157 | 117,934 | 113,599 | -109,716 | 6,128,973 | |
EBITDA | 109,549 | 35,907 | 19,174 | 0 | 164,629 | |
Depreciation | -33,496 | -1,246 | -6,424 | 0 | -41,166 | |
Operational profit | 76,052 | 34,661 | 12,750 | 0 | 123,463 | |
Sales revenues realized by the Private labels segment to other segments (pharmacy wholesale) amounted to 101,317 thousand PLN, while revenues from the sale of private labels realized by the Wholesale pharmacy segment in individual quarters of 2019 amounted to: Q1 - 38,068 thousand PLN, Q2 - 36,284 thousand PLN, Q3 - 37,222 thousand PLN.
30/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Information on write-offs of the value of inventories to the net realizable value and reversal of these write-offs
In the 3rd quarter of 2020, the Group created a write-off of inventories to the net realisable value of 918 thousand PLN (in the period from 1 January to 30 September 2020, the Group created a write-off of inventories to the net realisable value of 250 thousand PLN). In the 3rd quarter of 2019, the Group created a write-off of inventories to the net realisable value of 388 thousand PLN (in the period from 1 January to 30 September 2019, the Group created a write-off of inventories to the net realisable value of 273 thousand PLN). The total value of the inventory write-off to the net realisable value as at 30 September 2020 and as at 30 September 2019 amounts to 2,105 thousand PLN and 1,333 thousand PLN, respectively.
Information on write-offs for impairment of financial assets, tangible fixed assets, intangible assets or other assets and reversal of write-offs on this account
In the 3rd quarter of 2020, the Group established an impairment loss on receivables and loans granted and reported a loss of 2,623 thousand PLN (in the period from 1 January to 30 September 2020, the Group established an impairment loss on receivables and loans granted and reported a loss of 11,262 thousand PLN). In the 3rd quarter of 2019, the Group established an impairment loss on receivables and loans granted and reported a loss of 2,287 thousand PLN (in the period from 1 January to 30 September 2019, the Group established an impairment loss on receivables and loans granted and reported a loss of 3,806 thousand PLN).
In the 3rd quarter of 2020 the Group did not make revaluation write-offs for impairment of tangible fixed assets, intangible assets or other assets. In the 3rd quarter of 2020, the Group reversed revaluation write-offs for impairment of tangible fixed assets, intangible assets or other assets in the amount of 130 thousand PLN (in the period from 1 January to 30 September 2020, the Group reversed revaluation write-offs for impairment of tangible fixed assets, intangible assets or other assets in the amount of 360 thousand PLN). In the 3rd quarter of 2019 the Group did not make revaluation write-offs for impairment of tangible fixed assets, intangible assets or other assets. In the 3rd quarter of 2019, the Group reversed revaluation write-offs for impairment of tangible fixed assets, intangible assets or other assets in the amount of 179 thousand PLN (in the period from 1 January to 30 September 2019, the Group reversed revaluation write-offs for impairment of tangible fixed assets, intangible assets or other assets in the amount of 423 thousand PLN).
Information on creation, increase, use and dissolution of reserves
In the three quarters of 2019 the Group did not make any significant increases or decreases in reserves.
Information on reserves and assets due to deferred income tax
In the statement of financial standing drawn up as at 30 September 2020, the Group discloses offset assets and reserves for deferred income tax under deferred income tax liabilities in the amount of 21,423 thousand PLN. Before the offsetting, as at the reporting date, deferred tax assets amounted to 43,922 thousand PLN, the deferred tax reserves amounted to 65,345 thousand PLN.
In the period from 1 January to 30 September 2020, deferred tax of 10,200 thousand PLN was recognized in the profit and loss account.
Information on significant transactions of purchase and sale of tangible fixed assets
In the 3rd quarter of 2020, the Group acquired property, plant and equipment and intangible assets with the total value of 19,535 thousand PLN. On 31 March 2020, the transaction of sale of the office and warehouse property located at ul. Forteczna 35-37 in Toruń by Martinique Investment Sp. z o.o. to Pekao Leasing Sp. z.o.o with the value of 145,186 thousand PLN net. On the same day, an Annex activating the lease agreement concluded in 2018 between NEUCA S.A. and Pekao Leasing Sp. z o. o. was signed. Under the Financing Annex, i.e. Pekao Leasing Sp. z o. o. transferred the above mentioned real estate to NEUCA S.A. as an entity using it on the terms and conditions specified in detail in the lease agreement. In connection with the concluded agreements, the Group recognized in the consolidated financial statement a leaseback transaction on which it recorded a profit of 42 thousand PLN. The proper performance of the leasing agreement is secured by the parent company's declaration of voluntary submission to enforcement, transfer of rights under the insurance policy of the leased asset and power of attorney to dispose of the current account kept with Bank Pekao S.A.
31/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Information on significant liability for the purchase of tangible fixed assets
As of 30 September 2020, there were no significant liabilities due to the purchase of tangible fixed assets.
Information on significant settlements of court cases
In the period from 1 January to 30 September 2020, there was no significant settlement of the receivables collected in court.
Indication of corrections of previous periods' errors
Corrections of errors of previous periods are presented in the section "Adjustments to previously presented financial statements".
Information on changes in the economic situation and conditions of conducting business activity which have a significant impact on the fair value of financial assets and financial liabilities of the entity, regardless of whether these assets and liabilities are recognized in the fair value or in the adjusted purchase price (depreciated cost)
The change in the economic situation and conditions of conducting business activity did not have a significant impact on the fair value of financial assets and financial liabilities of the Group.
Transactions with related entities
In the three quarters of 2020, there were no significant transactions with related entities, not being typical and routine transactions, resulting from the current operating activity conducted by the parent company or its subsidiary.
All transactions with related entities were concluded on market terms.
Transactions with other related entities not included in the consolidated financial statement in the period from 1 January to 30 September 2020:
Purchase of | Sales revenues | Gross | ||
Liabilities | receivables | |||
services | and interest | and loans | ||
Parties to the transaction | ||||
- associates | 56 | 0 | 502 | 13,614 |
- entities with capital ties to management personnel | 643 | 49 | 0 | 0 |
In total | 699 | 49 | 502 | 13,614 |
The most significant transactions in the period from 1 January to 30 September 2020 concerned the purchase of services from entities affiliated with members of the Board of Directors and financial revenues from interest on loans granted to affiliates.
Transactions with other related entities not included in the consolidated financial statement in the period from 1 January to 30 September 2019:
Purchase of | Sales revenues | Gross | ||
Liabilities | receivables | |||
services | and interest | and loans | ||
Parties to the transaction | ||||
- associates | 115 | 34 | 936 | 9,361 |
- entities with capital ties to management personnel | 447 | 1,839 | - | - |
In total | 562 | 1,873 | 936 | 9,361 |
The most significant transactions in the period from 1 January to 30 September 2019 concerned the purchase of services from entities affiliated with members of the Board of Directors and financial revenues from interest on loans granted to affiliates.
32/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Incentive scheme for 2018-2020
By Resolution No. 4 of the Extraordinary General Meeting of Shareholders of NEUCA S.A. of 16 January 2018, the Extraordinary General Meeting of Shareholders decided to introduce an Incentive Scheme for Members of the Board of Directors and Key Managers. The incentive scheme covers the financial years 2018-2020.
Eligible persons will be offered a total of 279,075 series H subscription warrants - 93,025 subscription warrants for each financial year.
The right to purchase warrants arises when the allocation criteria are met. Warrants for a given financial year will be allocated to Members of the Board of Directors and Key Managers. The condition for participation in the Incentive Scheme is:
for the members of the Board of Directors to cooperate with NEUCA S.A. and perform functions in the Board of NEUCA S.A. continuously from 1 January to 31 December of a given calendar year and the implementation of the CFmin Index set by the Board of NEUCA for a given year, in accordance with the principles of the "Management by Objectives - NEUCOMPAS" program;
for other eligible persons to cooperate with NEUCA S.A. or the companies of the NEUCA Group and to perform functions in positions which involve entitlement to participate in the program, continuously from 1 January to 31 December of a given calendar year and the implementation of the CFmin Index set by the Board of Directors of NEUCA for a given year, in accordance with the principles of the "Management by Objectives - NEUCOMPAS" program.
The conditions set out above must be met jointly. The above mentioned period does not include the period of cooperation and holding functions in the Board of Directors during the period of notice of termination of contracts between the parties.
Loss of the right to purchase warrants for a given financial year takes place in the case:
termination of an employment contract or managerial contract, or any other legal relationship between the entitled person and the Company by notice submitted by any of the parties before the end of a given calendar year, unless the entitled person and the Group decide otherwise, even if the right to purchase warrants would still fall within the notice period,
termination of an employment contract with an entitled person on the basis of art. 52 or 53 of the Labour Code or termination of a managerial contract or any other legal relationship between the entitled person and the Company for reasons attributable to the entitled person, justifying immediate termination of the legal relationship at any time of a given year, even if the right to purchase warrants would still be vested during the term of this legal relationship.
Each warrant purchased by eligible persons shall entitle to take up one ordinary series M bearer share of the Company with a nominal value of 1 PLN (in words: one zloty).
The issue price at which holders of series H warrants will be entitled to take up the Company's shares will be equal to the arithmetic mean of the closing prices of the Company's shares from all sessions of the Warsaw Stock Exchange in the period from 1 October 2017 to 31 December 2017, i.e. 260.43 PLN.
As there are no subscription warrants with similar terms and conditions and exercise dates on the market, the valuation of the rights vested in the eligible persons was performed using the Black Scholes option pricing model.
Input data to the model:
market price - closing price of NEUCA S.A. shares of 16 January 2018: 277.50 PLN.
price of H series warrants: 260.43 PLN.
expiry date of options in the following years: period from the date of issue of subscription warrants to the end of 2023 (final date of exercise of granted warrants - for tranche 2018 from 1 January 2021 to 31 December 2021, for tranche 2019 from 1 January 2022 to 31 December 2022 and for tranche 2020 from 1 January 2023 to 31 December 2023)
interest rate: average profitability of 3-year Treasury Bonds offered in 2018: 2,0%
share price volatility - volatility calculated on the basis of the Company's quotations on the Warsaw Stock Exchange S.A. in the period of 3 years prior to the date of adoption of the resolution on the introduction of the Incentive Scheme, i.e. 17 January 2015 until the date of adoption of the NZWA resolution on the introduction of the Incentive Scheme, i.e. 16 January 2018: 22,81%
dividend rate: 2,2%
The value of warrants estimated on the basis of the above data is 14,671 thousand PLN. Due to changes in the Board of Directors of the parent company, the valuation of the incentive scheme was adjusted. The adjusted value of warrants is 13,012 thousand PLN, including 3,909 thousand PLN was included in the 2018 salary costs, 3,944 thousand PLN was included in the 2019 salary costs, and 3,870 thousand PLN was included in the costs of the three quarters of 2020. While maintaining all relevant parameters of the scheme, the amount of 1,289 thousand PLN will be recognized in the period from October to December 2020.
33/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Explanations to the cash flow statement
Change in receivables
Change in receivables in the statement of financial standing
Change in income tax receivables Change in investment receivables
Change in receivables under subparticipation agreements Change in receivables relating to financial activities Other differences
Change in receivables in the cash flow statement
from 01.01.2020 | from 01.01.2019 |
to 30.09.2020 | to 30.09.2019 |
-65,170 | -103,270 |
2,884 | 1,531 |
-25,364 | -11,179 |
-807 | -952 |
0 | -5,711 |
53 | 0 |
-88,404 | -119,581 |
Change in liabilities
from 01.01.2020 | from 01.01.2019 | |
to 30.09.2020 | to 30.09.2019 | |
Change in liabilities in the statement of financial standing | 70,540 | -93,166 |
Change in income tax liabilities | 7,112 | -4,145 |
Change in liabilities due to unpaid dividend | 0 | -916 |
Change in investment liabilities | 13,482 | 9,197 |
Change in financial liabilities | 49,676 | -1 |
Other differences | 731 | 0 |
Change in liabilities in the cash flow statement | 141,542 | -89,032 |
Change in reserves and accruals
Change in reserves and accruals in the statement of financial standing RMP due to leaseback
Other differences
Change in reserves and accruals in the cash flow statement
from 01.01.2020 | from 01.01.2019 |
to 30.09.2020 | to 30.09.2019 |
1,305 | 2,101 |
0 | 78 |
18 | -22 |
1,324 | 2,156 |
Flow from operating activities - other adjustments
from 01.01.2020 | from 01.01.2019 | ||
to 30.09.2020 | to 30.09.2019 | ||
Write-off of granted loans | |||
16 | 1 | ||
BO of companies included in the consolidation | 1,878 | 219 | |
Subsidies received | -726 | -1,334 | |
Flow from operating activities - other adjustments, in total | 1,167 | -1,114 |
34/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Liabilities resulting from financial activities | Credits and | Liabilities due to | Other | Total financial |
loans | financial leasing | liabilities | ||
Status as at 01.01.2019 | 177,559 | 167,537 | 0 | 345,096 |
Debts | 149,266 | 5,750 | 0 | 155,016 |
- cash | 149,266 | 0 | 0 | 149,266 |
- non-cash | 0 | 5,750 | 0 | 5,750 |
Debt repayment | -5,712 | -14,567 | 0 | -20,279 |
- cash | -5,712 | -14,567 | 0 | -20,279 |
- non-cash | 0 | 0 | 0 | 0 |
Charging interest | 2,798 | 5,643 | 316 | 8,757 |
Interest repayment | -2,798 | -5,650 | -202 | -8,649 |
- cash | -2,798 | -5,650 | -202 | -8,649 |
- non-cash | 0 | 0 | 0 | 0 |
Valuation to fair value | 0 | 0 | 0 | 0 |
Effects of exchange rate changes | 0 | 1,682 | 0 | 1,682 |
Other changes | 2 | 7,648 | -114 | 7,535 |
- cash | 0 | 7,722 | 0 | 7,722 |
- non-cash | 2 | -74 | -114 | -186 |
Status as at 30.09.2019 | 321,115 | 168,043 | 0 | 489,158 |
Status as at 01.01.2020 | 290,585 | 163,667 | 0 | 454,252 |
Debts | 0 | 142,094 | 0 | 142,094 |
- cash | 0 | 0 | 0 | 0 |
- non-cash | 0 | 142,094 | 0 | 142,094 |
Debt repayment | -287,457 | -70,137 | 0 | -357,594 |
- cash | -242,437 | -70,137 | 0 | -312,574 |
- non-cash | -45,020 | 0 | 0 | -45,020 |
Charging interest | 1,713 | 6,763 | 1,276 | 9,752 |
Interest repayment | -1,693 | -6,762 | -1,211 | -9,665 |
- cash | -1,693 | -6,762 | -1,211 | -9,665 |
- non-cash | 0 | 0 | 0 | 0 |
Valuation to fair value | 0 | 0 | 0 | 0 |
Effects of exchange rate changes | 30 | 5,945 | 0 | 5,975 |
Other changes | 1,363 | 457 | -65 | 1,755 |
- cash | 0 | 0 | 0 | 0 |
- non-cash | 1,363 | 457 | -65 | 1,755 |
Status as at 30.09.2020 | 4,541 | 242,027 | 0 | 246,568 |
Information on conclusion by the issuer or its subsidiary of one or more transactions with related entities, if individually or jointly they are significant and concluded on conditions other than market conditions
There were no transactions in the NEUCA Group that met the above mentioned criteria.
35/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Information on granting by the issuer or its subsidiary of credit or loan sureties or guarantees - jointly to one entity or its subsidiary, if the total value of existing sureties or guarantees is significant
In the three quarters of 2020, the companies of the NEUCA Capital Group did not grant any sureties or guarantees, whose total value is significant for the issuer.
Issues, redemption and repayment of non-equity and capital securities
In the 3rd quarter of 2020 there were no issues, redemption and repayment of debt and capital securities.
Income tax
For the period | For the period | |
01.01-30.09.2020 | 01.01-30.09.2019 | |
Current corporate income tax | 24,329 | 15,226 |
Deferred tax | 10,200 | 13,063 |
TOTAL | 34,529 | 28,290 |
Changes in estimates
In the period of 9 months ended 30 September 2020, the financial result and other comprehensive net income was affected by significant changes in the following values:
- decrease in the value of deferred tax assets by 2,345 thousand PLN
- increase in the value of deferred tax reserves by 12,545 thousand PLN
- increase in the value of impairment allowances for receivables and loans granted by 11,262 thousand PLN
Equity capital
Between 1 January 2020 and 30 September 2020, 159,035 shares were issued due to the exercise of rights to shares by holders of series G subscription warrants.
In the period from 1 January to 30 September 2020, the Group did not purchase its own shares for redemption. On 5 May 2020 the Ordinary General Meeting of Shareholders of the parent company adopted a resolution on redemption of 354,818 own shares. The redemption took place at the moment of registration of the share capital reduction by the Court, i.e. on 8 June 2020. As of 30 September 2020, the Group did not hold any own shares purchased for redemption.
On 14 January 2020 the share capital of the parent company was increased by 81,535 PLN. The increase was made on the basis of Resolution No. 5 of the parent company's EGM of 10 December 2014, amended by Resolution No. 6 of the parent company's EGM of 5 November 2015, Resolution No. 21 of the parent company's EGM of 27 April 2017, Resolution No. 12 of the parent company's EGM of 16 January 2018, Resolution No. 31 of the parent company's EGM of 29 April 2019 and Resolution No. 4 of the parent company's EGM of 19 December 2019 on conditional share capital increase, in relation to Ł series shares, as of 14 January 2020, as a result of taking up 81,535 (eighty-one thousand five hundred and thirty-five) Ł series shares of the parent company, by holders of G series subscription warrants of the parent company, entitling to take up shares issued in the form of a document on the basis of resolutions No. 7 and 8 of 10 December 2014 of the Extraordinary General Meeting of Shareholders of the parent company concerning respectively: issue of series G subscription warrants of the parent company and exclusion of all the pre-emptive rights of the existing shareholders (as amended ).
As a result of the acquisition and issue of share documents in accordance with Article 452(1) of the Commercial Companies Code, the rights attached to the shares were acquired and the share capital of the parent company was increased on the basis of the above mentioned resolutions on conditional increase of the share capital.
After the increase, the share capital of the parent company amounts to 4,643,617 PLN and is divided into 4,643,617 shares of nominal value 1 PLN each. The increased capital was paid in full. The total number of votes resulting from all issued shares is 4,643,617.
36/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
On 8 June 2020, the District Court in Toruń, Commercial Division of the National Court Register, registered a change (reduction) in the share capital of the parent company. The share capital was reduced as a result of redemption of 354,818 H-series treasury shares purchased by the parent company under the share buy-back program in 2016-2018. After registration of the redemption, the share capital of NEUCA S.A. amounts to 4,288,799 PLN and is divided into 4,288,799 shares.
On 19 June 2020 the share capital of the parent company was increased by 77,500 PLN. The parent company's share capital was increased on the basis of Resolution No. 5 of the parent company's EGM of 10 December 2014, amended by Resolution No. 6 of the parent company's EGM of 5 November 2015, Resolution No. 21 of the parent company's EGM of 27 April 2017, Resolution No. 12 of the parent company's EGM of 16 January 2018 and Resolution No. 31 of the parent company's EGM of 26 April 2019 on a conditional share capital increase, as of 19 June 2020, as a result of taking up 77 500 (seventy-seven thousand five hundred) Ł series shares of the parent company, by holders of G series subscription warrants of the parent company, entitling them to take up shares issued in the form of a document on the basis of resolutions no. 7 and 8 of 10 December 2014 of the EGM of the parent company concerning, respectively: issue of G series subscription warrants of the parent company and exclusion in full of the pre-emptive rights of the existing shareholders (as amended).
After the increase, the share capital of the parent company amounts to 4,366,299 PLN and is divided into 4,366,299 shares of value 1 PLN each. The increased capital was paid in full. The total number of votes resulting from all issued shares is 4,366,299.
Explanations concerning seasonality or cyclicality in relation to the Group's mid-year operations
There is a certain seasonality in the wholesale drug distribution industry related to periods of higher incidence, resulting in increased sales in the first and fourth quarter.
Type and amounts of items affecting assets, liabilities, equity, net financial result or cash flows that are unusual due to their type, size or frequency
In the period of 9 months ended 30 September 2020, apart from the events described under "Description of factors and events, in particular of atypical nature, affecting the achieved financial results" there were no atypical items affecting assets, liabilities, capital, net financial result or cash flows.
Description of factors and events, in particular of atypical nature, affecting the achieved financial results
In the period of 9 months ended 30 September 2020, there were no factors or events of an atypical nature that would have a significant impact on the financial results achieved.
Dividends
No dividend was paid in the period from 1 July to 30 September 2020 and in the period from 1 July to 30 September 2019.
On 5 May 2020, the Ordinary General Meeting of Shareholders of the parent company adopted a resolution on the financial result for 2019, setting the dividend date and the date of payment of the dividend, according to which the amount of 37,098,111.35 PLN was allocated for the payment of the dividend from the profit generated in 2019.
Rules for dividend payment:
- dividend per share - 8.65 PLN
- number of shares covered by the dividend - 4,288,799 shares
- dividend day - 21 May 2020
- dividend payment day - 28 May 2020.
37/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Credits and loans
In the reporting period, no breach of the provisions of the credit agreements concluded by the Group occurred. The Group settles its liabilities under these agreements on time.
Events after the balance sheet date
On 5 October 2020, Ms. Małgorzata Wiśniewska submitted a statement on her resignation from membership in the Supervisory Board and Audit Committee of the Parent Company as of 5 October 2020.
On 9 October 2020, the EGM of the parent company adopted resolutions concerning: update of the issue price of Ł series shares;
update of the issue price of M series shares;
one-off reduction of the issue price of Ł and M series shares;
amendments to Resolution No. 27 of the EGM of 5 May 2020 on the buy-back of own shares; introduction of the Incentive Scheme and adoption of new Regulations of the Incentive Scheme; conditional increase of the Company's share capital;
exclusion of the pre-emptive rights of the existing shareholders in relation to the new issue of "N" series shares;
issue of subscription warrants;
exclusion of the pre-emptive rights of the existing shareholders with respect to series "I" subscription warrants; authorization of the Board of Directors to perform all actions necessary to admit the shares issued under the conditional share capital increase to trading on the regulated market and to dematerialize those shares;
changes in the content of the Company's Articles of Association;
adoption of the content of the Company's Articles of Association.
During the EGM, the Board of Directors was presented with information on the implementation of the share buy-back program, including the number and nominal value of these shares, their share in the share capital of the parent company, as well as the value of the benefit provided in exchange for the purchased shares.
The full text of the resolutions adopted at the EGM of the parent company on 9 October 2020 was published in the current report No 25/2020 on 9 October 2020.
On 23 October 2020, the parent company purchased 34,737 shares on the basis of the share purchase offer announced in the current report No 28/2020 on 12 October 2020. The purchase price was 525.00 PLN per share. After settling the transaction, the parent company holds 34,737 own shares, constituting 0.8% of the share capital and giving 0.8% of votes at the General Meeting of Shareholders.
On 30 October 2020, a subsidiary of the parent company acquired 100% of shares in the share capital of Centrum Medyczne Remedium Sp. z o.o. based in Łódź. The main scope of activity of the acquired company is specialized medical practice. The above transaction was carried out in order to implement the strategy of the Group's development in the outpatient clinics segment.
On 12 November 2020, the EGM of the parent company adopted resolutions concerning:
determine the number of members of the Supervisory Board;
election of a member of the Supervisory Board.
During the EGM, the Board of Directors was presented with information on the implementation of the share buy-back program, including the number and nominal value of these shares, their share in the share capital of the Company, as well as the value of the benefit provided in exchange for the purchased shares.
Financial instruments measured at fair value
As at 30 September 2020 and 30 September 2019 the Group did not have any financial instruments measured at fair value.
Changes in the classification of financial assets
In the period from 1 January to 30 September 2020, the Group did not make any changes in the classification of financial assets as a result of changing the purpose or use of those assets.
38/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Indication of the effects of changes in the structure of the business entity, including as a result of a merger of business entities, takeover or sale of capital group entities, long-term investments, division of restructuring and abandonment of activity
The composition of the NEUCA S.A. Group as at 30 September 2020 was presented in the note: General information in the section on Group composition.
In the period of 9 months ended 30 September 2020, the composition of the Group expanded as a result:
taking up 612 shares in the share capital of Clinscience Technology Sp. z o.o. based in Katowice on 14 February 2020. The company's share capital is divided into 1,200 shares, the Group's share in the company's share capital is 51%;
taking up 100% of shares in the share capital of Pratia Medical Center Ukraine LLC based in Kharkiv on 27 March 2020;
taking up 100% of shares in the share capital of Pratia Ukraine LLC based in Kharkiv on 27 March 2020.
In the period of 9 months ended 30 September 2020, the composition of the Group was extended by the acquired shares in Examen Sp. z o.o., Experior S.L., Aliant Sp. z o.o. and N.Z.O.Z. Zakład Rehabilitacji Leczniczej dla Dzieci i Dorosłych Sp. z o.o. Detailed information on acquisitions is provided below.
On 10 February 2020, Pratia S.A., a subsidiary of NEUCA S.A. acquired 100% of shares in Examen Sp. z o.o. with its registered office in Poznań. The company was purchased in order to implement the strategy of the Group's development in the clinical trials segment. The transaction was settled by the acquisition method. The financial result is subject to consolidation from 1 February 2020. The purchase price of the above shares amounted to 9,655 thousand PLN. The share purchase agreement provides for conditional payments, included in the purchase settlement, which were estimated at 2 986 thousand PLN and are dependent on the financial results achieved in 2020-2024. The estimated goodwill is 8,426 thousand PLN and has been allocated to the segment: Outpatient clinics, clinical trials and telemedicine. In the period from the moment of taking over the control to 30 September 2020, the financial result of the acquired company was 2,410 thousand PLN, while sales revenues amounted to 8,881 thousand PLN. PLN. From 1 January 2020 to the date of taking over the control, the financial result was 101 thousand PLN, while sales revenues amounted to 574 thousand PLN. PLN.
On 29 July 2020 Neuca Clinical Trials Investments Sp. z o.o. SKA, a subsidiary of NEUCA S.A., purchased 100% of shares in Experior S.L. in Valencia (Spain). The company was purchased in order to implement the strategy of the Group's development in the clinical trials segment. The transaction was settled by the acquisition method. The financial result is subject to consolidation from 01 August 2020. The purchase price of the above shares amounted to 30,174 thousand PLN (6,827 thousand EUR). The share purchase agreement provides for conditional payments, included in the purchase settlement, which were estimated at 16,915 thousand PLN (3,827 thousand EUR and are dependent on the financial results achieved in 2021-2025. The estimated goodwill is 29,199 thousand PLN and has been allocated to the segment: Outpatient clinics, clinical trials and telemedicine. In the period from the moment of taking over the control to 30 September 2020, the financial result of the acquired company was 79 thousand PLN, while sales revenues amounted to 2,516 thousand PLN. PLN. From 1 January 2020 to the date of taking over the control, the financial result was 157 thousand PLN, while sales revenues amounted to 8,528 thousand PLN. PLN.
On 28 August 2020, NEUCA S.A. acquired the remaining 50% of shares in Aliant Sp. z o.o. based in Warsaw. As a result of the purchase of shares in Aliant Sp. z o.o. the percentage share of NEUCA Group in the share capital of Aliant Sp. z o.o. rose to 100%. Due to obtaining control over Aliant Sp. z o.o., the company was covered by the full consolidation method. The company was purchased in order to implement the strategy of the Group's development in the wholesale segment. The transaction was settled by the acquisition method. The financial result is subject to consolidation from 01 September 2020. The purchase price amounted to 1,303 thousand PLN. The share purchase agreement does not provide for conditional payments. The estimated goodwill is 767 thousand PLN and has been allocated to the segment: Pharmacy wholesale. In the period from the moment of taking over the control to 30 September 2020, the financial result of the acquired company was 299 thousand PLN, while sales revenues amounted to 318 thousand PLN. PLN. From 1 January 2020 to the date of taking over the control, the financial result was 178 thousand PLN, while sales revenues amounted to 1 thousand PLN. PLN.
On 30 September 2020, Neuca Med. Sp. z o.o., a subsidiary of NEUCA S.A. acquired 100% of shares in the NZOZ Zakład Rehabilitacji Leczniczej dla Dzieci i Dorosłych Sp. z o.o. based in Bełchatów. The company was purchased in order to implement the strategy of the Group's development in the outpatient clinics segment. The transaction was settled by the acquisition method. The financial result is subject to consolidation from 01 October 2020. The purchase price of the above shares amounted to 1,060 thousand PLN. The share purchase agreement does not provide for conditional payments. The estimated goodwill is 876 thousand PLN and has been allocated to the segment: Outpatient clinics, clinical trials and telemedicine. From 1 January 2020 to the date of taking over the control, the financial result was 145 thousand PLN, while sales revenues amounted to 357 thousand PLN. PLN.
The Board of Directors of the parent company calculated the goodwill as of the date of taking control over the aforementioned companies. During the initial review of individual items of assets, liabilities, contingent liabilities and other assets, the items not disclosed in the companies' report were not identified. The book value of the acquired assets and liabilities corresponds to their fair value. Investments in basic medical care, clinical trials and telemedicine
39/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
are part of the strategy of building the Group's development on the health market. The established goodwill will not be deductible for tax purposes. The factors affecting the recognition of the goodwill arising from the acquisition are the increase in the Neuca Group's competence in the area of clinical trials, which will contribute to the development of the entire area of the healthcare segment operating within the Neuca Group.
The values of the categories of assets and liabilities of the acquired companies as at the date of obtaining control are presented below:
NZOZ Zakład | |||||
Rehabilitacji | |||||
Examen Sp. z | Experior SL | Aliant Sp. z Leczniczej dla | |||
o.o. | o.o. | Dzieci i | |||
Dorosłych Sp. | |||||
z o.o. | |||||
Fixed assets | |||||
Property, plant and equipment | 536 | 930 | 0 | 0 | |
Intangible assets | 3 | 75 | 0 | 0 | |
Assets due to deferred income tax | 0 | 0 | 1 | 0 | |
Total fixed assets | 539 | 1,005 | 1 | 0 | |
Assets | |||||
Reserves | 0 | 27 | 0 | 0 | |
Trade receivables and other receivables | 1,005 | 3,307 | 94 | 44 | |
Cash and cash equivalents | 180 | 93 | 453 | 222 | |
Other assets | 0 | 4 | 0 | 1 | |
Total current assets | 1,185 | 3,431 | 547 | 267 | |
Total assets | 1,724 | 4,436 | 548 | 267 | |
Long-term liabilities | |||||
Other financial liabilities | 0 | 85 | 0 | 0 | |
Total long-term liabilities | 0 | 85 | 0 | 0 | |
Short-term liabilities | |||||
Credits and loans | 80 | 1,135 | 0 | 65 | |
Other financial liabilities | 0 | 12 | 0 | 0 | |
Trade liabilities and other operational liabilities | 415 | 2,229 | 12 | 18 | |
Total short-term liabilities | 495 | 3,376 | 12 | 83 | |
Total liabilities | 495 | 3,461 | 12 | 83 | |
Net assets acquired by the parent company | 1,229 | 975 | 536 | 184 | |
Net assets attributable to non-controlling shareholders | 0 | 0 | 0 | 0 | |
Purchase price | 9,655 | 30,174 | 1,303 | 1,060 | |
Goodwill | 8,426 | 29,199 | 767 | 876 |
The settlements described above are provisional due to the ongoing process of identification and valuation of acquired assets and liabilities. The settlement may be adjusted within 12 months from the date of the merger.
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of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Apart from the acquisitions described above, the subsidiary to the parent company purchased 99% of shares in Silesian Healthy Blood Clinic Grosicki, Grosicka sp. j. seated in Chorzów. The purchase price amounted to 60 thousand PLN. The share purchase agreement does not provide for conditional payments. Due to the criterion of materiality of the financial statement of Silesian Healthy Blood Clinic Grosicki, Grosicka sp. j., this entity is not subject to consolidation (MSR 1).
Final settlement of purchases from previous years made in the period from 1 January to 30 September 2020
The goodwill resulting from the merger with the company under the name NZOZ "Micro-Med" in Bydgoszcz as at the merger date did not change as compared to the data presented in the consolidated financial statements of the NEUCA Capital Group prepared as at 31 December 2019.
Changes in contingent liabilities or contingent assets that have occurred since the end of the last financial year.
30.09.2020 | 30.06.2020 | 31.12.2019 | 30.09.2019 | ||
Guarantees provided | |||||
PLN | 4,898 | 6,194 | 5,310 | 4,390 | |
EUR | 2,000 | 2,000 | 2,000 | 2,000 | |
to the remaining entities, due to: | |||||
guarantees provided in PLN | 4,898 | 6,194 | 5,310 | 4,390 | |
guarantees provided in EUR | 2,000 | 2,000 | 2,000 | 2,000 |
At the end of the reporting period, according to the current knowledge, the probability of the above mentioned guarantees being fulfilled is low.
Shareholders holding directly or indirectly through subsidiaries at least 5% of the total number of votes at the General Meeting of Shareholders.
Shareholders holding 5% of the total number of votes as at 25 November 2020:
Name of the entity holding more than | Share of votes | |||
Number of | Share in the share | Number of | at the General | |
5% of votes at the General Meeting of | ||||
shares held | capital | votes | Meeting of | |
Shareholders | ||||
Shareholders | ||||
Kazimierz Herba with related entities | 1,270,632 | 29,1% | 1,270,632 | 29,1% |
Wiesława Teresa Herba | 1,117,018 | 25,6% | 1,117,018 | 25,6% |
Augebit PIZ with related entities | 471,459 | 10,8% | 471,459 | 10,8% |
The Company is not aware of any agreements that may result in future changes in the proportions of shares held by existing shareholders.
Changes in the ownership of shares and rights to shares by managing and supervising persons in the period from the date of publication of the last financial report
As at 25 November 2020 the Board members held the following shares of NEUCA S.A:
Name and surname | Number of shares held | Increase | Decrease | Nominal value in | |
PLN | |||||
Piotr Sucharski | 52,370 | - | - | 52,370 | |
Grzegorz Dzik | 9,000 | - | - | 9,000 |
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(all amounts expressed in thousand PLN, unless otherwise stated)
As at 25 November 2020, Members of the Board of Directors did not hold any other shares or stocks in the companies of the NEUCA Capital Group.
As at 25 November 2020, to the knowledge of NEUCA S.A., the Members of the Supervisory Board listed below held the following numbers of NEUCA shares.
Name and surname | Number of shares held | Increase | Decrease | Nominal value in |
PLN | ||||
Kazimierz Herba with related | 1,270,632 | - | - | 1,270,632 |
entities | ||||
Wiesława Herba | 1,117,018 | - | - | 1,117,018 |
Tadeusz Wesołowski with | 146 | - | - | 146 |
related entities | ||||
As at 25 November 2020, to the knowledge of NEUCA S.A. Member of the Supervisory Board, Tadeusz Wesołowski, held 65,000 shares of PFM.PL S.A., which constitutes 26% of the company's share capital.
As at 25 November 2020, to the knowledge of NEUCA S.A., Members of the Supervisory Board did not hold any other shares or stocks in companies belonging to the NEUCA Capital Group.
Significant proceedings pending before a court, arbitration authority or public administration body.
I Significant civil actions against NEUCA S.A.
Action brought by Barbara Sobczyk against NEUCA S.A. for payment of 94,948,239.16 PLN
together with interest rates - the suit together with the application for securing the claim. The motion to secure the claim was dismissed by the court as unfounded and unlikely. The Court of Appeal in Gdańsk upheld the decision of the District Court in Toruń - the decision is legally binding. The Company believes that the action is unfounded and time-barred and therefore requested that the action be dismissed. The proceedings are pending. The plaintiff extended the claim by another amount of 48,787,102.07 PLN. The Company believes that the extended claim is unfounded and time-barred and therefore requested that the action be dismissed. The plaintiff once again filed a motion to exclude the judge, which prolonged the proceedings. The plaintiff once again extended the claim by another amount of 6,257,668.25 PLN - the claim is unfounded. The total amount of the claim in these proceedings as at 30 January 2020 is 149,993,010.18 PLN. The proceedings are pending before the District Court in Toruń under file number VI GC 101/17.
Action brought by Barbara Sobczyk against NEUCA S.A. for payment of 3,661,767.10 PLN
with interest rates. The Company believes that the action is unfounded and time-barred and therefore requested that the action be dismissed. The proceedings are pending before the District Court in Gdańsk under file number IX GC 650/18.
Action brought by Barbara and Rafał Sobczyk against NEUCA S.A. for payment of 50,248,800.00 PLN with interest rates. The Company believes that the action is unfounded and unproven and therefore requested that the action be dismissed. The proceedings are pending before the District Court in Gdańsk under file number XV C 431/19 and concern the financial benefits allegedly lost by the Plaintiffs.
Proceedings brought by Barbara and Rafał Sobczyk against NEUCA S.A. for infringement of personal rights and payment of compensation of 200,000.00 PLN. The Company believes that the action is unfounded and filed a counterclaim for the infringement of personal rights. The proceedings were separated - the proceedings in the action brought by Barbara and Rafał Sobczyk against NEUCA S.A. are pending before the Regional Court in Gdańsk under file number XV C 300/18. These proceedings were suspended until the final completion of the preparatory proceedings conducted by the District Prosecutor's Office in Toruń under the file number PO I Ds.63.2017.
II Significant criminal proceedings
As we informed in our interim report for the first quarter of 2017, NEUCA had submitted reports of suspected fraud and extortion crimes committed by Barbara and Rafał Sobczyk. The District Prosecutor's Office in Torun conducted two proceedings in these cases.
In one of the above mentioned proceedings Mr. Rafał Sobczyk was charged with fraud and acting to the detriment of Synoptis Pharma Sp. z o.o. in the decision of 17 November 2017. On 25 July 2018 the District Prosecutor's Office in Toruń sent a bill of indictment against Mr. Rafał Sobczyk, accused of committing fraudulent and extortionate offences. On 01.10.2020, the District Court in Toruń issued a sentence acquitting Mr. Rafał Sobczyk
-
the sentence is not final. The aggrieved party has filed a motion to justify the judgment and will file an appeal.
The proceedings are pending before the District Court in Toruń under file number II K 81/18.
In the case of the second NEUCA S.A.'s notification, the proceedings are in progress, they are conducted by the District Prosecutor's Office in Toruń, which issued decisions to charge Ms Barbara Sobczyk and Mr Rafał Sobczyk with fraud and damage. The proceedings are currently underway in the District Prosecutor's Office in Toruń under the file number PO I Ds. 63.2017 On 4 March 4 2020, the charges were presented to Ms. Barbara Sobczyk. Mr. Rafał Sobczyk was summoned to the Prosecutor's Office to be charged. On 04.06.2020 Mr. R. Sobczyk was
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(all amounts expressed in thousand PLN, unless otherwise stated)
charged.
NEUCA S.A. acted as an injured party in the proceedings pending in the District Prosecutor's Office in Toruń on the notification of Barbara and Rafał Sobczyk against R. Piątek.
In the case of the private indictment of Mr. and Mrs. Barbara and Mr. Rafał Sobczyk for violation of personal rights, two proceedings are currently pending: one in the District Court in Toruń and the other in the case of the mutual private indictment of NEUCA S.A. against Mr. and Mrs. Barbara and Mr. Rafał Sobczyk, which is currently pending before the District Court in Gdańsk. Both proceedings are pending.
III Significant civil actions brought by NEUCA S.A.
The following civil proceedings are currently pending against Barbara and Rafał Sobczyk:
Proceedings against Mr Rafał Sobczyk for revoking the enforcement clause on the notarial deed of the value of the object of the dispute 491,941.00 PLN District Court in Torun - the amount of the value of the object of dispute was secured and is in the Deposit of the Ministry of Finance - the proceedings are pending before the District Court in Torun. The plaintiff filed a motion to dismiss the judge, which will prolong the proceedings, the motion is unfounded and was dismissed by the courts of both instances. The proceedings are pending. On 28 February 2020, the District Court in Toruń issued a verdict fully accepting NEUCA S.A.'s claim. - the verdict is not final.
Proceedings against Barbara Sobczyk for payment of 1,534,138.00 PLN. The District Court in Gdańsk
by verdict of 30 September 2019 dismissed the claim - the verdict is not final. In the plaintiff's opinion, the verdict was issued in violation of substantive and procedural law, and therefore NEUCA S.A. appealed. On 19.06.2020, The Court of Appeal in Gdańsk accepted NEUCA S.A.'s appeal and returned the case to the Court of First Instance for reconsideration.
Proceedings against Mr. Rafał Sobczyk for payment of 1,932,165.80 PLN. The proceedings are pending
at the District Court in Gdańsk. On 11 March 2020, the District Court in Gdańsk issued a verdict accepting NEUCA S.A.'s claim. - the verdict is not final.
Proceedings against Mr. Rafał Sobczyk for payment of 1,524,473.00 PLN. The District Court in Gdańsk, in a verdict of 10 July 2019, adjudicated in favour of NEUCA S.A. a claim for the price unjustifiably charged by Mr. Rafał Sobczyk for the purchased property, the verdict is not final and binding. The Court of Appeal in Gdansk in the verdict of 03/6.07.2020 accepted the appeal in its entirety and dismissed the claim, the Company is considering lodging a cassation appeal in the case.
Proceedings against Barbara and Rafał Sobczyk for violation of personal rights for 300,000.00 PLN for the Neuca Foundation for Health. The action was brought as a counterclaim against the counterclaimants Mr. and Mrs. Barbara and Mr. Rafał Sobczyk, who filed a lawsuit for the protection of personal rights and compensation in the amount of 200,000.00 PLN against NEUCA S.A. - a case separated for separate proceedings and pending before the District Court in Toruń under file number I C 1759/18.
IV In relation to subsidiaries of the parent company, the following significant proceedings concerning liabilities or receivables of the subsidiary are pending before courts:
Civil proceedings brought by Symbiofarm Sp. z o.o. against Synoptis Pharma Sp. z o.o. for payment of the total amount of 1,275,383.84 PLN plus interest rates, which is pending before the District Court in Rzeszow. The proceedings were initiated by Symbiofarm Sp. z o.o. as a result of disclosure by the claimant of a trilateral agreement - a trilateral agreement allegedly concluded on 24 April 2015, i.e. before Synoptis Pharma Sp. z o.o. purchased shares in BS Suple Sp. z o.o. - between Symbiofarm Sp. z o.o., BS Suple Sp. z o.o. represented by Rafał Sobczyk, President of the Board, and BS Farm Sp. z o.o. represented by Barbara Sobczyk, liquidator. Under the aforementioned agreement BS Suple Sp. z o.o. allegedly took over the liabilities of BS Farm Sp. z o.o. towards Symbiofarm Sp. z o.o. in the amount of 2,474,543.73 PLN. The shares of BS Suple Sp. z o.o. were bought by Synoptis Pharma Sp. z o.o. 4 September 2015 without the purchaser's knowledge of the allegedly concluded trilateral agreement. After the acquisition of BS Suple Sp. z o.o. by Synoptis Pharma Sp. z o.o., an action for payment was directed to Synoptis Pharma Sp. z o.o., which immediately after receiving information about the alleged existence of the trilateral agreement submitted a notification to the District Prosecutor's Office in Torun about the suspicion of committing a crime of fraud and extortion by Barbara and Rafał Sobczyk. On 14 November 2017, a decision was issued to present the charges of fraud to Mr. Rafał Sobczyk. Then, on 25 July 2018, Mr. Rafał Sobczyk was accused of fraud and causing an adverse disposition of property by Synoptis Pharma Sp. z o.o., the indictment was sent to court and the case is pending. The District Court in Rzeszow was informed about the accusation of Mr. Rafal Sobczyk in this case. On 20.07.2020, The District Court in Rzeszów issued a verdict fully considering the claim - the verdict is not final, a motion for justification was filed and then an appeal was filed. The claim for payment of the amount which is the subject of these proceedings was included in the bill of indictment against Mr. R. Sobczyk - the proceedings are pending in the District Court in Toruń under the number II K 81/18. Civil proceedings brought by the bankruptcy trustee of Efarma Sp. z o.o. against ACP Pharma S.A. (NEUCA S.A.
- after the acquisition of ACP PHARMA S.A.) for payment of 1,556,878.00 PLN plus interest rates, the proceedings are pending before the District Court in Warsaw. On 19.06.2020, The District Court in Warsaw accepted the claim in its entirety - the verdict is not legally binding, the motion for justification of the verdict and then an appeal was filed.
Civil proceedings brought by Mrs. Barbara Sobczyk against Synoptis Pharma Sp. z o.o. for payment of the amount of 15.200.000,00 PLN plus interest rates, which is pending before the District Court in Toruń. In the company's opinion, the claim is time-barred and unfounded - the claim for payment was filed on the same factual and legal grounds as the claim against NEUCA S.A., which was concluded with final verdicts in the cases under file number: VI GC 244/16, V Aga 182/18. The proceedings are pending before the District Court in Toruń under file number 209/19.
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(all amounts expressed in thousand PLN, unless otherwise stated)
V Administrative proceedings
The President of the Office of Competition and Consumer Protection, by the decision of June 17, 2020, pursuant to Art. 13c paragraph. 2, art. 13e paragraph. 2 in connection with art. 13b of the Act on counteracting excessive delays in commercial transactions, initiated proceedings regarding the delay in payment of cash benefits by NEUCA S.A. in the months of February, March, April 2020. Currently, the proceedings are pending, the Company responds to UOKiK's requests and presents the requested data and information.
Proceedings in the field of tax settlements
As a result of the conducted tax proceedings, on 6 July 2018, the Mazovian Customs and Tax Office in Warsaw issued a decision determining the tax liability of the subsidiary company Prosper S.A. in the corporate income tax for 2012 in the amount of 5,864 thousand PLN plus interest rates on tax arrears. In the light of individual interpretations of tax law regulations received by Prosper S.A. and legal analyses prepared by external experts, the Group does not agree with the findings of the tax proceedings and submitted appropriate appeals. On 1 August 2018, Prosper S.A. filed an appeal against the above decision. On 27 September 2018, as a result of receiving the rigour of immediate enforceability of the unfinished decision, Prosper S.A. paid the above payment in full (5,864 thousand PLN of tax and 2,769 thousand PLN interest rates on tax arrears). On 6 November 2018, Prosper S.A. received the final decision of the Head of the Mazovian UCS in Warsaw, which was appealed by Prosper S.A. to the Regional Administrative Court. On 6 September 2019, the Voivodship Administrative Court in Warsaw dismissed the complaint of Prosper S.A. against the decision of the Head of the Mazovian Customs and Fiscal Office in Warsaw, maintaining the decision of the Head of the Mazovian Customs and Fiscal Office, determining the tax liability of Prosper S.A. in corporate income tax for 2012. On 13 December 2019, Prosper S.A. filed a cassation appeal against the verdict to the Supreme Administrative Court.
As a result of the conducted tax proceedings, on 23 October 2019, the Mazovian Office of Tax Control in Warsaw issued a decision determining the tax liability of the subsidiary company Prosper S.A. in the corporate income tax for 2011 in the amount of 4,445 thousand PLN plus interest rates on tax arrears. The company filed an appeal against this decision with the Chamber of Tax Administration in Bydgoszcz. On 6 April 2018, the Head of the Tax Administration Chamber in Bydgoszcz repealed the decision of the body of first instance in its entirety and referred the case back to that body for re-solution. On 10 May 2018, Prosper S.A. appealed against the decision of the Head of the Tax Administration Chamber in Bydgoszcz to the Voivodship Administrative Court in Bydgoszcz. On 24 October 2018, The Voivodship Administrative Court dismissed the complaint. On 25 June 2019, the Head of the Mazovian Customs and Fiscal Office in Warsaw issued a decision determining the tax liability of Prosper S.A. in the corporate income tax for 2011 in the amount of 2,857 thousand PLN. On 23 July 2019, Prosper S.A. filed an appeal against this decision with the Head of the Tax Administration Chamber in Warsaw. On 14 October 2019, Prosper S.A. received the decision of the Head of the Tax Chamber in Bydgoszcz determining the corporate tax liability for Prosper S.A. for 2011 in the amount of 2,851.7 thousand PLN. On 16 October 2019, Prosper S.A. paid the entire amount (including interest rates of 4,832.5 thousand PLN). On 12 November 2019, Prosper S.A. appealed against the decision of the Head of the Tax Chamber to the Voivodship Administrative Court. On 18 March 2020, the complaint was dismissed by the Voivodship Administrative Court. On 26 June 2020, Prosper S.A. filed a cassation appeal against the verdict to the Supreme Administrative Court.
On 1 July 2020 the District Court in Toruń registered the merger of NEUCA S.A. with Prosper S.A. The merger took place pursuant to article 492 paragraph 1 point 1 and article 516 paragraph 1 of the Commercial Companies Code by transferring all the assets of Prosper S.A. to the sole owner, i.e. NEUCA S.A. Before the merger, NEUCA held 100% of shares in the share capital of Prosper S.A.
On 19 June 2018, the Head of the Kujawko-Pomorskie Customs and Fiscal Office in Toruń issued a decision determining the tax liability of NEUCA S.A. in the corporate income tax for 2012 in the amount of 7,797 thousand PLN. In the light of the individual interpretations of tax law received by the Group and legal analyses prepared by external experts, the company did not agree with the findings of the tax proceedings, and on 29 June 2018 it filed an appeal against the above decision. On 20 November 2018., the Head of UCS reversed the decision of the first instance authority and determined the corporate income tax liability for 2012 in the amount higher than declared in the value of 7,723.4 thousand PLN plus interest rates on tax arrears in the amount of 3,678 thousand PLN. On 21 November NEUCA S.A. settled the above payment. On 19 December 2018, the company appealed against the decision of the Head of UCS to the Voivodship Administrative Court. On 1 April 2019, the Voivodeship Administrative Court in Bydgoszcz dismissed the parent company's complaint against the decision of the Head of the Kujawsko-Pomorskie Voivodeship Customs and Fiscal Office of 20 November 2018. On 26 June 2019, NEUCA S.A. filed a cassation appeal against the verdict to the Supreme Administrative Court.
On 19 March 2018, the Head of the Kujawko-Pomorskie Customs and Fiscal Office in Toruń issued a decision determining the tax liability of NEUCA S.A. in the value added tax for January 2012 in the amount of 9,443 thousand PLN. In the light of individual interpretations of tax law regulations received by the Group and legal analyses prepared by external experts, the Group does not agree with the findings of the tax proceedings and submitted appropriate appeals. In addition, in the opinion of NEUCA S.A., possible VAT liabilities had become time-barred. On 5 April 2018, the company filed an appeal against the above decision. On 30 August, the parent company received a decision of the Head of the Kujawsko-Pomorskie Customs and Fiscal Office in Toruń determining the liability for the value added tax for January 2012 in the amount higher than declared in the value of 9,355 thousand PLN. PLN plus interest rates on tax arrears in the amount of 5,258 thousand PLN. On 3 September 2018, the parent company settled the above payment. On 27 September 2018, the Company appealed against the decision to the Voivodship Administrative Court
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(all amounts expressed in thousand PLN, unless otherwise stated)
in Bydgoszcz. On 5 March 2019, the Voivodship Administrative Court in Bydgoszcz repealed the decision of the Head of the Kujawsko-Pomorskie Customs and Fiscal Office received on 30 August 2018 (second instance decision) and the decision of the Head of the Kujawsko-Pomorskie Customs and Fiscal Office received on 22 March 2018 (first instance decision). According to the verdict of the Voivoship Administrative Court, the liability in question is time-barred. On 23 April 2019, the inspection authorities filed a complaint against the above mentioned verdict to the Supreme Administrative Court.
The Group presents the payments made resulting from the decisions of tax authorities together with interest in the Statement of financial standing under Long-term receivables. Due to the fact that the Group does not agree with the results of tax proceedings, the payments made by the Group are treated as a security deposit for disputed tax cases.
The Board of Directors of the parent company, with the support of external experts, analysed the impact of the proceedings described above on the Financial statements of the NEUCA Capital Group. In the opinion of the Board of the parent company as well as its experts, based on the facts and solutions in similar cases, the Board assesses that the Group's chances for a favourable resolution of the described disputes are likely. Due to the dismissal on 1 April 2019 by the Voivodship Administrative Court in Bydgoszcz of the complaint of the parent company against the decision of the Head of the Kujawsko-Pomorskie Customs and Fiscal Office of 20 November 2018 and the dismissal on 6 September 2019 by the Voivodship Administrative Court in Warsaw of the complaint of Prosper S.A. against the decision of the Head of the Mazovian Customs and Fiscal Office of 6 November 2018, there is uncertainty as to the outcome and time of the final settlement of these cases before public administration bodies. With respect to corporate income tax and value added tax cases for 2012, the submitted cassation complaints referred to a number of substantive arguments based on recent verdicts of administrative courts, which support the positive outcome of these cases by the Supreme Administrative Court.
Apart from the above mentioned proceedings, no significant actions for payment were brought against the parent company and its subsidiaries. Apart from those described above, there are no significant proceedings before the public administration authorities concerning liabilities or receivables of the parent company or its subsidiaries.
Other information which, in the issuer's opinion, is significant for the assessment of its human resources, property, financial situation, financial result and their changes and information which is significant for the assessment of the issuer's ability to meet its obligations.
NEUCA S.A. does not have such information.
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(all amounts expressed in thousand PLN, unless otherwise stated)
Other information which may significantly affect the assessment of the issuer's property, financial situation and financial result.
NEUCA S.A. does not have such information.
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VIII. Condensed financial statement of NEUCA S.A.
Profit and loss account and other comprehensive income
Not examined | Not examined | Not examined | Not examined | ||
transformed | transformed | ||||
for the period | for the period | for the period | for the period | ||
07-09.2020 | 01-09.2020 | 07-09.2019 | 01-09.2019 | ||
Sales revenues | 2,227,035 | 6,632,780 | 1,940,722 | 5,941,391 | |
Own cost of sales | -2,046,870 | -6,102,879 | -1,790,444 | -5,476,595 | |
Gross profit (loss) on sales | 180,165 | 529,901 | 150,278 | 464,796 | |
Sales costs | -98,571 | -290,337 | -90,074 | -265,653 | |
General administrative expenses | -42,906 | -124,054 | -36,282 | -110,695 | |
Other operating income | 1,864 | 5,073 | 843 | 2,569 | |
Other operating cost | -6,801 | -20,715 | -5,904 | -20,862 | |
Profit (loss) on value change of financial | -2,228 | -10,591 | -2,180 | -3,433 | |
instruments | |||||
Profit (loss) from operating activities | 31,523 | 89,276 | 16,681 | 66,722 | |
Interest income | 3,533 | 12,559 | 4,838 | 13,533 | |
Other financial income | 50,183 | 52,927 | -854 | 43,904 | |
Financial costs | -11,628 | -38,628 | -13,438 | -37,467 | |
Profit (loss) before tax | 73,611 | 116,134 | 7,228 | 86,692 | |
Income tax 3.1 | |||||
-5,015 | -16,020 | -2,620 | -12,706 | ||
Net profit (loss) | 68,596 | 100,115 | 4,608 | 73,986 | |
Total comprehensive income | 68,596 | 100,115 | 4,608 | 73,986 | |
Profit per 1 share - basic* | 15.71 | 23.21 | 1.09 | 16.99 | |
Profit per 1 share - diluted* | 15.24 | 22.65 | 1.00 | 16.25 | |
Weighted average number of ordinary shares** | 4,366,299 | 4,314,347 | 4,231,013 | 4,355,317 | |
Weighted average diluted number of ordinary | 4,501,382 | 4,420,417 | 4,613,592 | 4,554,004 | |
shares** | |||||
- Data in PLN
-
The weighted average number of shares was calculated as the arithmetic mean of the number of shares in a given period. Own shares bought back for redemption were not included in the calculation of the weighted average number of shares.
The weighted average diluted number of shares additionally takes into account the number of issued subscription warrants convertible into Ł and M series shares issued within the framework of management options programs.
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(all amounts expressed in thousand PLN, unless otherwise stated)
Statement of financial standing
Not examined | Not examined | Transformed | Not examined | Not examined | |
transformed | transformed | transformed | |||
As at | As at | As at | As at | As at | |
30.09.2020 | 30.06.2020 | 31.12.2019 | 30.09.2019 | 01.01.2019 | |
Fixed assets | 1,232,407 | 1,186,939 | 1,118,803 | 1,110,428 | 982,267 |
Intangible assets | 74,057 | 69,657 | 64,839 | 59,598 | 54,910 |
Property, plant and equipment | 170,213 | 153,098 | 136,795 | 130,844 | 126,963 |
Assets under the right of use | 257,440 | 275,542 | 163,558 | 167,194 | 175,785 |
Investment properties | 29,269 | 29,407 | 29,785 | 29,923 | 30,338 |
Investments in subsidiaries | 616,308 | 570,567 | 569,759 | 569,745 | 497,777 |
Investments in affiliates | 2,888 | 3,888 | 3,888 | 3,888 | 3,888 |
Unlisted shares and stocks | 525 | 525 | 525 | 525 | 525 |
Assets valued at depreciated cost | 2,963 | 2,930 | 2,864 | 2,831 | 2,733 |
Long-term receivables | 55,968 | 56,593 | 55,693 | 49,910 | 52,099 |
Loans granted | 22,776 | 24,733 | 91,097 | 95,969 | 37,249 |
Assets | 2,252,712 | 2,174,762 | 2,312,691 | 2,202,511 | 2,284,281 |
Reserves | 1,027,104 | 1,048,790 | 1,058,247 | 972,980 | 1,086,835 |
Trade receivables and other receivables | 1,135,223 | 965,196 | 1,086,087 | 1,112,046 | 1,004,751 |
Receivables due to current income tax | 2,842 | 3,093 | 2,146 | 1,006 | 2,062 |
Loans granted | 77,069 | 148,125 | 101,270 | 104,294 | 180,455 |
Cash and cash equivalents | 4,752 | 2,328 | 59,942 | 7,166 | 5,610 |
Other assets | 5,723 | 7,231 | 5,000 | 5,019 | 4,568 |
Total assets | 3,485,119 | 3,361,701 | 3,431,494 | 3,312,938 | 3,266,548 |
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(all amounts expressed in thousand PLN, unless otherwise stated)
Not examined | Not examined | Transformed | Not examined | Not examined | |
transformed | transformed | transformed | |||
As at | As at | As at | As at | As at | |
30.09.2020 | 30.06.2020 | 31.12.2019 | 30.09.2019 | 01.01.2019 | |
Equity capital | 100,514 | 30,628 | 2,589 | 53,541 | 105,878 |
Registered capital | 4,366 | 4,366 | 4,562 | 4,548 | 4,533 |
Own shares | 0 | 0 | -100,635 | -100,635 | -12,379 |
Reserve capital | 13,778 | 13,778 | -79,396 | -29,870 | 107,421 |
Other capitals | 13,938 | 12,648 | 19,632 | 20,181 | 82,105 |
Retained earnings | 68,432 | -164 | 158,426 | 159,316 | -75,803 |
Result from previous years | -31,682 | -31,682 | 85,330 | 85,330 | -93,054 |
Result from current year | 100,115 | 31,519 | 73,096 | 73,986 | 17,251 |
Liabilities | 3,384,605 | 3,331,073 | 3,428,905 | 3,259,398 | 3,160,670 |
Long-term liabilities | 240,458 | 242,374 | 150,672 | 158,358 | 152,355 |
Liabilities due to leasing | 199,113 | 202,281 | 119,223 | 128,042 | 131,264 |
Contingent liabilities due to purchase of shares | 3,300 | 4,950 | 4,950 | 4,950 | 5,000 |
Other operational liabilities | 1,565 | 896 | 973 | 568 | 1,379 |
Liabilities due to deferred income tax | 35,332 | 33,099 | 24,377 | 23,950 | 13,864 |
Reserves for liabilities due to employee | 1,148 | 1,148 | 1,148 | 849 | 849 |
benefits | |||||
Short-term liabilities | 3,144,147 | 3,088,699 | 3,278,234 | 3,101,039 | 3,008,315 |
Credits and loans | |||||
734,074 | 1,056,141 | 932,523 | 612,957 | 137,353 | |
Liabilities due to receivables factoring | 51,333 | 39,980 | 0 | 0 | 0 |
Liabilities due to leasing | 18,391 | 27,228 | 30,898 | 28,637 | 25,784 |
Other financial liabilities | 0 | 0 | 54,281 | 343,293 | 655,853 |
Contingent liabilities due to purchase of shares | 6,650 | 5,000 | 5,000 | 5,000 | 5,000 |
Trade liabilities and other operational | 2,329,381 | 1,956,010 | 2,250,957 | 2,106,977 | 2,180,203 |
liabilities | |||||
Liabilities due to current income tax
Reserves for liabilities due to employee benefits
Other liabilities
Total liabilities
0 | 22 | 258 | 38 | 0 |
4,210 | 4,210 | 4,210 | 4,015 | 4,015 |
108 | 108 | 108 | 122 | 108 |
3,485,119 | 3,361,701 | 3,431,494 | 3,312,938 | 3,266,548 |
49/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Cash flow statement
Not examined | Not examined transformed |
Profit (loss) before tax
Depreciation
Write-offs updating non-financial assets Write-offs updating financial assets
Profit (loss) on sale, disposal, liquidation of tangible fixed assets Profits (losses) due to exchange rate differences
Annual cost of the incentive scheme
Profit (loss) from other investment activities Dividends
Net interest rates
Flows from operating activities before change in working capital
Change in working capital
Change in reserves
Change in trade and other receivables
Change in trade liabilities and other operating liabilities Change in reserves and other assets
Other adjustments
Cash generated/(used) in the course of operating activities
Income tax paid
Net cash from operating activities
Expenses for the purchase of intangible assets and tangible fixed assets
Proceeds from the sale of intangible assets and tangible fixed assets
Expenses for the acquisition and capital increase of subsidiaries Loans granted
Repayments received on loans granted Interest rates received
Dividends received
Net cash from investment activities
Net proceeds from the issue of shares
Acquisition of own shares
Proceeds from the issue of debt securities
Redemption of debt securities
Proceeds from taking credits and loans
Repayment of loans and credits
Repayment of liabilities due to leasing
Interest rates paid
Dividends paid
Other proceeds from financial activities
Net cash from financial activities
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period
- with limited disposability
for the period 01-09.2020 | for the period 01-09.2019 |
116,134 | 86,692 |
36,569 | 32,159 |
-357 | -423 |
1,015 | 1,582 |
-385 | 99 |
6,022 | 1,701 |
3,870 | 3,683 |
0 | -832 |
-52,409 | -42,668 |
24,544 | 27,801 |
135,005 | 109,793 |
110,866 | -75,483 |
31,143 | 113,855 |
-54,144 | -117,366 |
134,573 | -71,537 |
-723 | -436 |
16 | 1 |
245,871 | 34,311 |
-6,028 | -3,386 |
239,843 | 30,925 |
-48,205 | -31,692 |
1,463 | 1,401 |
-45,824 | -72,277 |
-264,015 | -144,582 |
362,686 | 169,823 |
5,786 | 5,542 |
50,684 | 43,356 |
62,574 | -28,429 |
30,325 | 8,506 |
0 | -88,256 |
0 | 2,178 |
-52,100 | -323,600 |
284,440 | 487,766 |
-482,784 | -12,368 |
-67,283 | -14,009 |
-33,107 | -25,251 |
-37,098 | -43,629 |
0 | 7,722 |
-357,607 | -940 |
-55,190 | 1,555 |
59,942 | 5,610 |
4,752 | 7,166 |
101 | 33 |
50/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Statement of changes in equity
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY TO 30 SEPTEMBER 2019 - NOT EXAMINED TRANSFORMED
Basic | Own | Reserve | Other | Retained | In total | ||
capital | shares | capital | capitals | earnings | |||
Equity at the beginning of the period - data published | 4,533 | -12,379 | 130,101 | 17,391 | -58,406 | 81,240 | |
Increase due to merger with subsidiaries | 6,865 | 0 | 52,693 | 64,715 | -17,397 | 106,875 | |
Merger settlement | -6,865 | 0 | -75,373 | 0 | 0 | -82,238 | |
Equity at the beginning of the period - data transformed | 4,533 | -12,379 | 107,421 | 82,105 | -75,803 | 105,878 | |
Net profit (loss) of the current period | 0 | 0 | 0 | 0 | 73,986 | 73,986 | |
Total comprehensive income for the period | 0 | 0 | 0 | 0 | 73,986 | 73,986 | |
Dividends | 0 | 0 | -33,111 | 0 | 0 | -33,111 | |
Distribution of the financial result | 0 | 0 | -1,245 | 0 | 1,245 | 0 | |
Dividend from profit paid by the companies merged with Neuca S.A. | 0 | 0 | 0 | 0 | -5,230 | -5,230 | |
Dividend from reserve capital paid by the companies merged with Neuca S.A. | 0 | 0 | -106,607 | -64,715 | 165,119 | -6,203 | |
Shares issued | 15 | 0 | 3,673 | -893 | 0 | 2,795 | |
Share options issued | 0 | 0 | 0 | 3,683 | 0 | 3,683 | |
Buyback of own shares | 0 | -88,256 | 0 | 0 | 0 | -88,256 | |
Transactions with owners recognized directly in equity | 15 | -88,256 | -137,291 | -61,925 | 161,133 | -126,323 | |
Equity at the end of the period | 4,548 | -100,635 | -29,870 | 20,181 | 159,316 | 53,541 | |
51/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2019 - TRANSFORMED | |||||||
Basic | Own | Reserve | Other | Retained | In total | ||
capital | shares | capital | capitals | earnings | |||
Equity at the beginning of the period - data published | 4,533 | -12,379 | 130,101 | 17,391 | -58,406 | 81,240 | |
Increase due to merger with subsidiaries | 6,865 | 0 | 52,693 | 64,715 | -17,397 | 106,875 | |
Merger settlement | -6,865 | 0 | -75,373 | 0 | 0 | -82,238 | |
Equity at the beginning of the period - data transformed | 4,533 | -12,379 | 107,421 | 82,105 | -75,803 | 105,878 | |
Net profit (loss) of the current period | 0 | 0 | 0 | 0 | 73,096 | 73,096 | |
Total comprehensive income for the period | 0 | 0 | 0 | 0 | 73,096 | 73,096 | |
Dividends | 0 | 0 | -32,195 | 0 | 0 | -32,195 | |
Distribution of the financial result | 0 | 0 | -1,245 | 0 | 1,245 | 0 | |
Dividend from profit paid by the companies merged with Neuca S.A. | 0 | 0 | 0 | 0 | -5,230 | -5,230 | |
Dividend from reserve capital paid by the companies merged with Neuca S.A. | 0 | 0 | -106,607 | -64,715 | 165,119 | -6,203 | |
Shares issued | 29 | 0 | 7,044 | -1,703 | 0 | 5,370 | |
Share options issued | 0 | 0 | 0 | 3,944 | 0 | 3,944 | |
Buyback of own shares | 0 | -88,256 | 0 | 0 | 0 | -88,256 | |
Merger settlement - acquisition of minority shares in ACP Pharma S.A. | 0 | 0 | -53,813 | 0 | 0 | -53,813 | |
Transactions with owners recognized directly in equity | 29 | -88,256 | -186,817 | -62,474 | 161,133 | -176,384 | |
Equity at the end of the period | 4,562 | -100,635 | -79,396 | 19,632 | 158,426 | 2,589 | |
52/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD FROM 1 JANUARY TO 30 SEPTEMBER 2020 - NOT EXAMINED | |||||||
Basic | Own | Reserve | Other | Retained | In total | ||
capital | shares | capital | capitals | earnings | |||
Equity at the beginning of the period - data published | 4,562 | -100,635 | -79,396 | 19,632 | 158,426 | 2,589 | |
Net profit (loss) of the current period | 0 | 0 | 0 | 0 | 100,115 | 100,115 | |
Total comprehensive income for the period | 0 | 0 | 0 | 0 | 100,115 | 100,115 | |
Dividends | 0 | 0 | 0 | 0 | -37,098 | -37,098 | |
Distribution of the financial result | 0 | 0 | 149,137 | 0 | -149,137 | 0 | |
Dividend from profit paid by the companies merged with Neuca S.A. | 0 | 0 | 3,873 | 0 | -3,873 | 0 | |
Shares issued | 159 | 0 | 40,443 | -9,563 | 0 | 31,038 | |
Share options issued | 0 | 0 | 0 | 3,870 | 0 | 3,870 | |
Redemption of own shares | -355 | 100,635 | -100,280 | 0 | 0 | 0 | |
Transactions with owners recognized directly in equity | -196 | 100,635 | 93,173 | -5,694 | -190,108 | -2,190 | |
Equity at the end of the period | 4,366 | 0 | 13,778 | 13,938 | 68,432 | 100,514 | |
53/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
IX. Additional information to the quarterly report of NEUCA S.A. drawn up as at 30.09.2020
Business segments - industries and locations
The core business of NEUCA S.A. is wholesale of pharmaceutical products. The Company operates in one geographical area, which is the territory of the Republic of Poland.
Changes in estimates
In the period of 9 months ended 30 September 2020, NEUCA S.A.'s financial result and other comprehensive net
income was affected by significant changes in the following values:
- increase in the value of deferred tax assets by 566 thousand PLN
- increase in the value of deferred tax reserves by 11,521 thousand PLN
- increase in the value of impairment allowances for receivables and loans granted by 10,591 thousand PLN
Adjustments to previously presented financial statements
The statement of financial standing as at 1 January 2019, as at 30 September 2019, as at 31 December 2019 and as at 30 June 2020 transformed due to mergers and presentation adjustments is presented below.
The statement of financial standing as at 30 September 2019 additionally includes a restatement resulting from a change in the erroneous discount rate adopted to calculate the value of liabilities under future payments under lease agreements in accordance with IFRS 16.
Transformation resulting from mergers
On 1 April 2020, the District Court in Toruń registered the merger of NEUCA S.A. with its subsidiary - ACP Pharma S.A. The merger was effected pursuant to art. 492 sec. 1 item 1 and art. 516 sec. 1 of the Polish Commercial Companies Code, this is by transferring all the assets of ACP Pharma SA to its sole owner, i.e. NEUCA SA, through take-over without increasing the share capital of the taking-over company and without exchanging the acquired company's shares for the shares of the taking-over company. The aim of the merger is to simplify the structure of the NEUCA Capital Group. Before the merger, NEUCA held 100% of shares in the share capital of ACP Pharma S.A.
On 1 July 2020, the District Court in Toruń registered the merger of NEUCA S.A. with its subsidiary - Prosper S.A. The merger was effected pursuant to art. 492 sec. 1 item 1 and art. 516 sec. 1 of the Polish Commercial Companies Code, this is by transferring all the assets of Prosper S.A. to its sole owner, i.e. NEUCA SA, through take-over without increasing the share capital of the taking-over company and without exchanging the acquired company's shares for the shares of the taking-over company. The aim of the merger is to simplify the structure of the NEUCA Capital Group. Before the merger, NEUCA held 100% of shares in the share capital of Prosper S.A.
For the settlement of the merger of the parent company with its subsidiaries, the Company chose a method analogous to the shareholding pooling method, which is described in more detail in Note 18 "Business mergers" in the financial statement for the financial year ended 31 December 2019. The merger was accounted for in the books of the acquiring company using a method analogous to the share merger method. The books of the acquiring company (NEUCA S.A.) include assets and liabilities as well as revenues and costs of the acquired company (Prosper S.A.) and exclude revenues and costs of business operations between the companies before the merger.
The Company's financial statement contains comparative data determined as if the merger had taken place at the beginning of the previous financial year.
54/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Application of IFRS 16 "Leasing"
In the presented financial statement, the comparative data as at 30 June 2019 were changed in relation to the data originally approved and published in connection with the change of the erroneous discount rate adopted to calculate the value of liabilities under future payments under lease agreements ("Adjustment of the application of IFRS 16").
Presentation adjustments
The company reclassified assets used under lease agreements concluded before the date of implementation of IFRS 16 by virtue of the right to use. In the originally published reports, the above mentioned assets were incorrectly presented under tangible fixed assets. In addition, the Company reclassified the tax payments paid with interest rates resulting from the conducted tax proceedings described in section "Proceedings in the field of tax settlements" to long-term receivables. In the originally published statements, the Company presented the payments made due to VAT with interest due to VAT and corporate income tax in Short-term receivables due to taxes, customs and social and health insurance, while the main amount due to income tax in Short-term receivables due to current income tax.
Transformation | Not examined | |||||
Not examined | resulting from | |||||
Presentation | data | |||||
data published | "Business mergers" | |||||
adjustment | transformed | |||||
on 01.01.2019 | Prosper | Merger | ||||
on 01.01.2019 | ||||||
S.A. | settlement | |||||
Fixed assets | ||||||
Property, plant and equipment | 126,583 | 381 | 0 | 0 | 126,963 | |
Assets under the right of use | 175,785 | 0 | 0 | 0 | 175,785 | |
Intangible assets | 54,910 | 0 | 0 | 0 | 54,910 | |
Investment properties | 30,338 | 0 | 0 | 0 | 30,338 | |
Investments in subsidiaries | 562,541 | 17,475 | -82,238 | 0 | 497,777 | |
Investments in affiliates | 3,888 | 0 | 0 | 0 | 3,888 | |
Unlisted shares and stocks | 525 | 0 | 0 | 0 | 525 | |
Assets valued at depreciated cost | 2,733 | 0 | 0 | 0 | 2,733 | |
Long-term receivables | 43,465 | 0 | 0 | 8,633 | 52,099 | |
Loans granted | 37,249 | 0 | 0 | 0 | 37,249 | |
Total fixed assets | 1,038,017 | 17,855 | -82,238 | 8,633 | 982,267 | |
Assets | ||||||
Reserves | 1,086,835 | 0 | 0 | 0 | 1,086,835 | |
Trade receivables and other receivables | 1,004,728 | 3,095 | -303 | -2,769 | 1,004,751 | |
Receivables due to current income tax | 2,054 | 5,872 | 0 | -5,864 | 2,062 | |
Loans granted | 180,455 | 82,382 | -82,382 | 0 | 180,455 | |
Cash and cash equivalents | 5,594 | 17 | 0 | 0 | 5,610 | |
Other assets | 4,544 | 24 | 0 | 0 | 4,568 | |
Total current assets | 2,284,210 | 91,389 | -82,685 | -8,633 | 2,284,281 | |
Total assets | 3,322,227 | 109,244 | -164,924 | 0 | 3,266,548 | |
55/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Transformation | |
Not examined | resulting from |
data published | "Business mergers" |
on 01.01.2019 |
Not examined
Presentation data
adjustment transformed on 01.01.2019
Equity capital Basic capital Own shares Reserve capital Other capitals
Retained profits/losses, including:
- Profit/loss from previous years
- Profit/loss of current year
Total equity capital
Long-term liabilities
Liabilities due to leasing
Contingent liabilities due to purchase of shares
Liabilities due to deferred income tax Reserves for liabilities due to employee benefits
Other operational liabilities
Total long-term liabilities
Short-term liabilities Credits and loans Liabilities due to leasing Other financial liabilities
Contingent liabilities due to purchase of shares
Trade liabilities and other operational liabilities
Reserves for liabilities due to employee benefits
Other liabilities
Total short-term liabilities
Total liabilities
Total liabilities
4,533 | 6,865 | -6,865 | 0 | 4,533 |
-12,379 | 0 | 0 | 0 | -12,379 |
130,101 | 52,693 | -75,373 | 0 | 107,421 |
17,391 | 64,715 | 0 | 0 | 82,105 |
-58,406 | -17,397 | 0 | 0 | -75,803 |
-72,104 | -20,950 | 0 | 0 | -93,054 |
13,698 | 3,553 | 0 | 0 | 17,251 |
81,240 | 106,875 | -82,238 | 0 | 105,878 |
131,264 | 0 | 0 | 0 | 131,264 |
5,000 | 0 | 0 | 0 | 5,000 |
13,458 | 406 | 0 | 0 | 13,864 |
839 | 10 | 0 | 0 | 849 |
1,379 | 0 | 0 | 0 | 1,379 |
151,940 | 416 | 0 | 0 | 152,355 |
137,353 | 0 | 0 | 0 | 137,353 |
25,784 | 0 | 0 | 0 | 25,784 |
738,235 | 0 | -82,382 | 0 | 655,853 |
5,000 | 0 | 0 | 0 | 5,000 |
2,178,575 | 1,931 | -303 | 0 | 2,180,203 |
3,993 | 22 | 0 | 0 | 4,015 |
108 | 0 | 0 | 0 | 108 |
3,089,047 | 1,953 | -82,685 | 0 | 3,008,315 |
3,240,986 | 2,369 | -82,685 | 0 | 3,160,670 |
3,322,227 | 109,244 | -164,924 | 0 | 3,266,548 |
As a result of business mergers, total assets and liabilities as at 1 January 2019 decreased by 55,680 thousand PLN.
56/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Transformation resulting from "Business mergers" | Not examined | ||||||||
Not examined | Elimination of | Adjustment due | |||||||
data published | Merger | dividends in | Presentation | to application | data | ||||
Prosper S.A. | ACP S.A. | transformed on | |||||||
on 30.09.2019 | settlement | the period up | adjustment | IFRS16 | |||||
30.09.2019 | |||||||||
to merger | |||||||||
Fixed assets | |||||||||
Property, plant and equipment | 301,006 | 197 | 4,149 | 0 | 0 | -174,508 | 0 | 130,844 | |
Assets under the right of use | 0 | 0 | 177 | 0 | 0 | 174,508 | -7,490 | 167,194 | |
Intangible assets | 59,421 | 0 | 177 | 0 | 0 | 0 | 0 | 59,598 | |
Investment properties | 29,923 | 0 | 0 | 0 | 0 | 0 | 0 | 29,923 | |
Investments in subsidiaries | 900,713 | 17,475 | 186,801 | -535,244 | 0 | 0 | 0 | 569,745 | |
Investments in affiliates | 3,888 | 0 | 0 | 0 | 0 | 0 | 0 | 3,888 | |
Unlisted shares and stocks | 525 | 0 | 0 | 0 | 0 | 0 | 0 | 525 | |
Assets valued at depreciated cost | 2,831 | 0 | 0 | 0 | 0 | 0 | 0 | 2,831 | |
Long-term receivables | 14,664 | 0 | 599 | 0 | 0 | 34,648 | 0 | 49,910 | |
Loans granted | 95,969 | 0 | 0 | 0 | 0 | 0 | 0 | 95,969 | |
Assets due to deferred income tax | 0 | 85 | 0 | -85 | 0 | 0 | 0 | 0 | |
Total fixed assets | 1,408,941 | 17,756 | 191,902 | -535,329 | 0 | 34,648 | -7,490 | 1,110,428 | |
Assets | |||||||||
Reserves | 972,980 | 0 | 0 | 0 | 0 | 0 | 0 | 972,980 | |
Trade receivables and other receivables | 1,127,090 | 2,976 | 4,071 | -1,031 | 0 | -21,060 | 0 | 1,112,046 | |
Receivables due to current income tax | 8,730 | 5,864 | 0 | 0 | 0 | -13,588 | 0 | 1,006 | |
Unlisted shares and stocks | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Assets valued at depreciated cost | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Loans granted | 104,294 | 2,000 | 184,418 | -186,418 | 0 | 0 | 0 | 104,294 | |
Cash and cash equivalents | 5,990 | 599 | 577 | 0 | 0 | 0 | 0 | 7,166 | |
Other assets | 4,960 | 10 | 49 | 0 | 0 | 0 | 0 | 5,019 | |
Total current assets | 2,224,044 | 11,449 | 189,115 | -187,449 | 0 | -34,648 | 0 | 2,202,511 | |
Total assets | 3,632,985 | 29,205 | 381,017 | -722,778 | 0 | 0 | -7,490 | 3,312,938 |
57/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Transformation resulting from "Business mergers" | Not examined | |||||||||
Not examined | Elimination of | Presentation | Adjustment due | |||||||
data published on | Merger | dividends in | to application | data | ||||||
Prosper S.A. | ACP S.A. | adjustment | transformed on | |||||||
30.09.2019 | settlement | the period up | IFRS16 | |||||||
30.09.2019 | ||||||||||
to merger | ||||||||||
Equity capital | ||||||||||
Basic capital | 4,548 | 6,865 | 24,735 | -31,600 | 0 | 0 | 0 | 4,548 | ||
Own shares | -100,635 | 0 | 0 | 0 | 0 | 0 | 0 | -100,635 | ||
Reserve capital | 70,160 | 35,961 | 367,653 | -503,644 | 0 | 0 | 0 | -29,870 | ||
Other capitals | 20,181 | 0 | 0 | 0 | 0 | 0 | 0 | 20,181 | ||
Retained profits/losses, including: | 188,965 | -15,613 | -12,908 | 0 | 0 | 0 | -1,128 | 159,316 | ||
- Profit/loss from previous years | -50,465 | -20,950 | -21,072 | 0 | 178,894 | 0 | -1,077 | 85,330 | ||
- Profit/loss of current year | 239,430 | 5,337 | 8,164 | 0 | -178,894 | 0 | -51 | 73,986 | ||
Total equity capital | 183,219 | 27,212 | 379,480 | -535,244 | 0 | 0 | -1,128 | 53,541 | ||
Long-term liabilities | ||||||||||
Liabilities due to leasing | 132,913 | 0 | 280 | 0 | 0 | 0 | -5,151 | 128,042 | ||
Contingent liabilities due to purchase of shares | 4,950 | 0 | 0 | 0 | 0 | 0 | 0 | 4,950 | ||
Liabilities due to deferred income tax | ||||||||||
23,760 | 0 | 537 | -85 | 0 | 0 | -263 | 23,950 | |||
Reserves for liabilities due to employee benefits | ||||||||||
834 | 10 | 5 | 0 | 0 | 0 | 0 | 849 | |||
Other operational liabilities | 568 | 0 | 0 | 0 | 0 | 0 | 0 | 568 | ||
Total long-term liabilities | 163,025 | 10 | 822 | -85 | 0 | 0 | -5,414 | 158,358 | ||
Short-term liabilities | ||||||||||
Credits and loans | 799,375 | 0 | 0 | -186,418 | 0 | 0 | 0 | 612,957 | ||
Liabilities due to leasing | 29,586 | 0 | 0 | 0 | 0 | 0 | -949 | 28,637 | ||
Other financial liabilities | 343,293 | 0 | 0 | 0 | 0 | 0 | 0 | 343,293 | ||
Contingent liabilities due to purchase of shares | 5,000 | 0 | 0 | 0 | 0 | 0 | 0 | 5,000 | ||
Trade liabilities and other operational liabilities | ||||||||||
2,105,435 | 1,933 | 640 | -1,031 | 0 | 0 | 0 | 2,106,977 | |||
Liabilities due to current income tax | ||||||||||
0 | 28 | 10 | 0 | 0 | 0 | 0 | 38 | |||
Reserves for liabilities due to employee benefits | ||||||||||
3,930 | 22 | 63 | 0 | 0 | 0 | 0 | 4,015 | |||
Other liabilities | 122 | 0 | 0 | 0 | 0 | 0 | 0 | 122 | ||
Total short-term liabilities | 3,286,741 | 1,983 | 714 | -187,449 | 0 | 0 | -949 | 3,101,039 | ||
Total liabilities | 3,449,765 | 1,993 | 1,536 | -187,534 | 0 | 0 | -6,363 | 3,259,398 | ||
Total liabilities | 3,632,985 | 29,205 | 381,017 | -722,778 | 0 | 0 | -7,490 | 3,312,938 |
As a result of business merger and adjustment of the application of IFRS 16, total assets and liabilities as at 30 September 2019 decreased by 320,046 thousand PLN.
58/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Transformation resulting from | Not examined | |||||
"Business mergers" | data | |||||
Not examined | Elimination | transformed on | ||||
Presentation | 31.12.2019 | |||||
data published | of | |||||
adjustment | ||||||
on 31.12.2019 | Prosper | Merger | dividends in | |||
S.A. | settlement | the period | ||||
up to | ||||||
merger | ||||||
Fixed assets | ||||||
Property, plant and equipment | 136,633 | 162 | 0 | 0 | 0 | 136,795 |
Assets under the right of use | 163,558 | 0 | 0 | 0 | 0 | 163,558 |
Intangible assets | 64,839 | 0 | 0 | 0 | 0 | 64,839 |
Investment properties | 29,785 | 0 | 0 | 0 | 0 | 29,785 |
Investments in subsidiaries | 634,523 | 17,475 | -82,238 | 0 | 0 | 569,759 |
Investments in affiliates | 3,888 | 0 | 0 | 0 | 0 | 3,888 |
Unlisted shares and stocks | 525 | 0 | 0 | 0 | 0 | 525 |
Assets valued at depreciated cost | 2,864 | 0 | 0 | 0 | 0 | 2,864 |
Long-term receivables | 40,080 | 0 | 0 | 0 | 15,614 | 55,693 |
Loans granted | 91,097 | 0 | 0 | 0 | 0 | 91,097 |
Total fixed assets | 1,167,791 | 17,726 | -82,327 | 0 | 15,614 | 1,118,803 |
Assets | ||||||
Reserves
Trade receivables and other receivables
Receivables due to current income tax
Loans granted
Cash and cash equivalents Other assets
1,058,247 | 0 | 0 | 0 | 0 | 1,058,247 |
1,086,086 | 5,534 | -446 | 0 | -5,087 | 1,086,087 |
2,146 | 10,526 | 0 | 0 | -10,526 | 2,146 |
107,509 | 0 | -6,239 | 0 | 0 | 101,270 |
59,757 | 185 | 0 | 0 | 0 | 59,942 |
4,981 | 19 | 0 | 0 | 0 | 5,000 |
Total current assets | 2,318,725 | 16,264 | -6,685 | 0 | -15,614 | 2,312,691 |
Total assets | 3,486,517 | 33,990 | -89,012 | 0 | 0 | 3,431,494 |
59/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Transformation resulting from | ||||||
Not examined | "Business mergers" | Not examined | ||||
Elimination | Presentation | |||||
data published | data transformed | |||||
adjustment | ||||||
on 31.12.2019 | Prosper | Merger | of dividends | on 31.12.2019 | ||
S.A. | settlement | in the period | ||||
up to merger | ||||||
Equity capital | ||||||
Basic capital | 4,562 | 6,865 | -6,865 | 0 | 0 | 4,562 |
Own shares | -100,635 | 0 | 0 | 0 | 0 | -100,635 |
Reserve capital | -39,983 | 35,961 | -75,373 | 0 | 0 | -79,396 |
Other capitals | 19,632 | 0 | 0 | 0 | 0 | 19,632 |
Retained profits/losses, | 175,503 | -17,077 | 0 | 0 | 0 | 158,426 |
including: | ||||||
- Profit/loss from previous | 21,280 | -20,950 | 0 | 85,000 | 0 | 85,330 |
years | ||||||
- Profit/loss of current year | 154,223 | 3,873 | 0 | -85,000 | 0 | 73,096 |
Total equity capital | 59,079 | 25,748 | -82,238 | 0 | 0 | 2,589 |
Long-term liabilities
Liabilities due to leasing Contingent liabilities due to purchase of shares Liabilities due to deferred income tax
Reserves for liabilities due to employee benefits
Other operational liabilities
Total long-term liabilities Short-term liabilities
119,223 | 0 | 0 | 0 | 0 | 119,223 |
4,950 | 0 | 0 | 0 | 0 | 4,950 |
24,466 | 0 | -89 | 0 | 0 | 24,377 |
1,137 | 11 | 0 | 0 | 0 | 1,148 |
973 | 0 | 0 | 0 | 0 | 973 |
150,750 | 11 | -89 | 0 | 0 | 150,672 |
Credits and loans Liabilities due to leasing Other financial liabilities
Contingent liabilities due to purchase of shares Trade liabilities and other operational liabilities Liabilities due to current income tax
Reserves for liabilities due to employee benefits
Other liabilities
Total short-term liabilities Total liabilities
Total liabilities
932,523 | 6,239 | -6,239 | 0 | 0 | 932,523 |
30,898 | 0 | 0 | 0 | 0 | 30,898 |
54,281 | 0 | 0 | 0 | 0 | 54,281 |
5,000 | 0 | 0 | 0 | 0 | 5,000 |
2,249,483 | 1,920 | -446 | 0 | 0 | 2,250,957 |
225 | 33 | 0 | 0 | 0 | 258 |
4,171 | 39 | 0 | 0 | 0 | 4,210 |
108 | 0 | 0 | 0 | 0 | 108 |
3,276,688 | 8,231 | -6,685 | 0 | 0 | 3,278,234 |
3,427,437 | 8,242 | -6,774 | 0 | 0 | 3,428,905 |
3,486,517 | 33,990 | -89,012 | 0 | 0 | 3,431,494 |
As a result of business mergers, total assets and liabilities as at 31 December 2019 decreased by 55,022 thousand PLN.
60/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Not examined | Transformation resulting from | Not examined | |||
"Business mergers" | |||||
data | |||||
data published | |||||
Merger | transformed on | ||||
on 30.06.2020 | Prosper S.A. | ||||
30.06.2020 | |||||
settlement | |||||
Fixed assets | |||||
Property, plant and equipment | 152,944 | 153 | 0 | 153,098 | |
Assets under the right of use | 275,542 | 0 | 0 | 275,542 | |
Intangible assets | 69,657 | 0 | 0 | 69,657 | |
Investment properties | 29,407 | 0 | 0 | 29,407 | |
Investments in subsidiaries | 635,331 | 17,475 | -82,238 | 570,567 | |
Investments in affiliates | 3,888 | 0 | 0 | 3,888 | |
Unlisted shares and stocks | 525 | 0 | 0 | 525 | |
Assets valued at depreciated cost | 2,930 | 0 | 0 | 2,930 | |
Long-term receivables | 40,979 | 15,614 | 0 | 56,593 | |
Loans granted | 24,733 | 0 | 0 | 24,733 | |
Assets due to deferred income tax | 0 | 88 | -88 | 0 | |
Total fixed assets | 1,235,935 | 33,329 | -82,326 | 1,186,939 | |
Assets | |||||
Reserves | 1,048,790 | 0 | 0 | 1,048,790 | |
Trade receivables and other receivables | 965,166 | 39 | -10 | 965,196 | |
Receivables due to current income tax | 3,093 | 0 | 0 | 3,093 | |
Loans granted | 153,896 | 0 | -5,772 | 148,125 | |
Cash and cash equivalents | 2,297 | 31 | 0 | 2,328 | |
Other assets | 7,226 | 5 | 0 | 7,231 | |
Total current assets | 2,180,468 | 75 | -5,782 | 2,174,762 | |
Total assets | 3,416,404 | 33,404 | -88,108 | 3,361,701 |
61/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Not examined | Transformation resulting from | Not examined | |||
data published | "Business mergers" | data | |||
on 30.06.2020 | Merger | transformed | |||
Prosper S.A. | on 30.06.2020 | ||||
settlement | |||||
Equity capital | |||||
Basic capital | 4,366 | 6,865 | -6,865 | 4,366 | |
Reserve capital | 49,317 | 39,834 | -75,373 | 13,778 | |
Other capitals | 12,648 | 0 | 0 | 12,648 | |
Retained profits/losses, including: | 20,155 | -20,319 | 0 | -164 | |
- Profit/loss from previous years | -10,732 | -20,950 | 0 | -31,682 | |
- Profit/loss of current year | 30,887 | 632 | 0 | 31,519 | |
Total equity capital | 86,486 | 26,380 | -82,238 | 30,628 | |
Long-term liabilities | |||||
Liabilities due to leasing | 202,281 | 0 | 0 | 202,281 | |
Contingent liabilities due to purchase of shares | 4,950 | 0 | 0 | 4,950 | |
Liabilities due to deferred income tax | 33,187 | 0 | -88 | 33,099 | |
Reserves for liabilities due to employee benefits | 1,137 | 11 | 0 | 1,148 | |
Other operational liabilities | 896 | 0 | 0 | 896 | |
Total long-term liabilities | 242,451 | 11 | -88 | 242,374 | |
Short-term liabilities | |||||
Credits and loans | 1,056,141 | 5,772 | -5,772 | 1,056,141 | |
Liabilities due to receivables factoring | 39,980 | 0 | 0 | 39,980 | |
Liabilities due to leasing | 27,228 | 0 | 0 | 27,228 | |
Contingent liabilities due to purchase of shares | 5,000 | 0 | 0 | 5,000 | |
Trade liabilities and other operational liabilities | 1,954,840 | 1,180 | -10 | 1,956,010 | |
Liabilities due to current income tax | 0 | 22 | 0 | 22 | |
Reserves for liabilities due to employee benefits | 4,171 | 39 | 0 | 4,210 | |
Other liabilities | 108 | 0 | 0 | 108 | |
Total short-term liabilities | 3,087,467 | 7,013 | -5,782 | 3,088,699 | |
Total liabilities | 3,329,918 | 7,024 | -5,869 | 3,331,073 | |
Total liabilities | 3,416,404 | 33,404 | -88,108 | 3,361,701 |
As a result of business mergers, total assets and liabilities as at 30 June 2020 decreased by 54,704 thousand PLN.
62/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Not examined | Transformation resulting from "Business | Not examined | |||||
published | mergers" | transformed | |||||
Elimination | Adjustment | ||||||
of dividends | from | ||||||
Prosper | ACP | Merger | due to | ||||
from | in the | 01.01.2019 | |||||
S.A. | S.A. | settlement | application | ||||
01.01.2019 | period up to | to 30.09.2019 | |||||
to 30.09.2019 | merger | IFRS16 | |||||
Sales revenues | 5,941,065 | 3,087 | 2,184 | -4,946 | 0 | 0 | 5,941,391 |
Own cost of sales | -5,477,414 | 0 | 0 | 819 | 0 | 0 | -5,476,595 |
Gross profit on sales | 463,652 | 3,087 | 2,184 | -4,127 | 0 | 0 | 464,796 |
Sales costs | -266,473 | -1,973 | -1,055 | 3,847 | 0 | 0 | -265,653 |
General administrative expenses | -109,402 | -1,039 | -1,441 | 655 | 0 | 532 | -110,695 |
Other operating income | 1,974 | 363 | 607 | -375 | 0 | 0 | 2,569 |
Other operating cost | -20,388 | -65 | -408 | 0 | 0 | 0 | -20,862 |
Profit/ loss on value change of | -3,585 | 80 | 71 | 0 | 0 | 0 | -3,433 |
financial instruments | |||||||
Profit from operating activities | 65,778 | 454 | -42 | 0 | 0 | 532 | 66,722 |
Interest income | 13,414 | 2,733 | 9,202 | -11,817 | 0 | 0 | 13,533 |
Other financial income | 218,668 | 3,096 | 1,039 | -5 | -178,894 | 0 | 43,904 |
Financial costs | -48,553 | -21 | -122 | 11,822 | 0 | -593 | -37,467 |
Profit/loss before tax | 249,307 | 6,262 | 10,078 | 0 | -178,894 | -61 | 86,692 |
Income tax | -9,877 | -925 | -1,914 | 0 | 0 | 10 | -12,706 |
Net profit/ loss | 239,430 | 5,337 | 8,164 | 0 | -178,894 | -51 | 73,986 |
63/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Reconciliation of items of the cash flow statement is presented in the table below:
Not examined | Transformation resulting from "Business mergers" | Not examined | ||||||
published | transformed | |||||||
Adjustment due | ||||||||
Elimination of | ||||||||
from 01.01.2019 | Merger | dividends in | to application | from 01.01.2019 | ||||
Prosper S.A. | ACP S.A. | IFRS16 | ||||||
to 30.09.2019 | settlement | the period up | to 30.09.2019 | |||||
to merger | ||||||||
Cash flows from operating activities | ||||||||
Profit before tax for the financial year | 249,307 | 6,262 | 10,078 | 0 | -178,894 | -61 | 86,692 | |
Depreciation | 31,955 | 417 | 303 | 0 | 0 | -516 | 32,159 | |
Net interest rates | 39,007 | -2,631 | -9,276 | 0 | 0 | 700 | 27,801 | |
Dividends | -218,466 | -3,095 | 0 | 0 | 178,894 | 0 | -42,668 | |
Profits (losses) due to exchange rate | 1,808 | 0 | 0 | 0 | 0 | -107 | 1,701 | |
differences | ||||||||
Profit/loss on sale, disposal, liquidation of | 115 | -32 | 17 | 0 | 0 | 0 | 99 | |
tangible fixed assets | ||||||||
Profit/loss on investment activities | 0 | 0 | -832 | 0 | 0 | 0 | -832 | |
Valuation of the incentive scheme | 3,683 | 0 | 0 | 0 | 0 | 0 | 3,683 | |
Write-offs updating financial assets | 1,582 | 0 | 0 | 0 | 0 | 0 | 1,582 | |
Write-offs updating non-financial assets | 0 | -303 | -119 | 0 | 0 | 0 | -423 | |
Flows from operating activities before | 108,991 | 617 | 170 | 0 | 0 | 16 | 109,793 | |
change in working capital | ||||||||
Changes in working capital | ||||||||
Change in reserves | 113,855 | 0 | 0 | 0 | 0 | 0 | 113,855 | |
Change in receivables | -117,138 | 126 | 1,191 | -1,545 | 0 | 0 | -117,366 | |
Change in liabilities | -73,377 | 247 | 61 | 1,533 | 0 | 0 | -71,537 | |
Change in reserves and accruals | -454 | 14 | 4 | 0 | 0 | 0 | -436 | |
Other adjustments | 1 | 0 | 0 | 0 | 0 | 0 | 1 | |
Cash generated in the course of | 31,878 | 1,004 | 1,425 | -12 | 0 | 16 | 34,311 | |
operating activities | ||||||||
Income tax paid | -1,074 | -1,388 | -924 | 0 | 0 | 0 | -3,386 | |
Net cash from operating activities | 30,804 -384 | 501 | -12 | 0 | 16 | 30,925 | ||
Cash flows from investment activities | ||||||||
Expenses for the purchase of intangible | -31,812 | 0 | -43 | 163 | 0 | 0 | -31,692 | |
assets and tangible fixed assets | ||||||||
Proceeds from the sale of intangible | 1,310 | 102 | 139 | -151 | 0 | 0 | 1,401 | |
assets and tangible fixed assets | ||||||||
Expenses for the acquisition of financial | 0 | 0 | -1,455 | 1,455 | 0 | 0 | 0 | |
assets valued at depreciated cost | ||||||||
Proceeds from financial assets valued at | 0 | 82,100 | 280,500 | -362,600 | 0 | 0 | 0 | |
depreciated cost | ||||||||
Expenses for the acquisition and capital | -72,032 | -245 | 0 | 0 | 0 | 0 | -72,277 | |
increase of subsidiaries | ||||||||
Loans granted | -144,582 | -2,000 | -183,000 | 185,000 | 0 | 0 | -144,582 | |
Repayments received on loans granted | 168,985 | 0 | 838 | 0 | 0 | 0 | 169,823 | |
Interest rates received | 5,332 | 2,913 | 7,744 | -10,447 | 0 | 0 | 5,542 | |
Dividends received | 218,466 | 3,095 | 688 | 0 | -178,894 | 0 | 43,356 | |
Net cash from used in investment | 145,667 | 85,966 | 105,411 | -186,580 | -178,894 | 0 | -28,429 | |
activities | ||||||||
Cash flows from financial activities | ||||||||
Net proceeds from the issue of shares | 8,506 | 0 | 0 | 0 | 0 | 0 | 8,506 | |
Acquisition of own shares | -88,256 | 0 | 0 | 0 | 0 | 0 | -88,256 | |
Proceeds from the issue of debt | 3,633 | 0 | 0 | -1,455 | 0 | 0 | 2,178 | |
securities | ||||||||
Redemption of debt securities | -686,200 | 0 | 0 | 362,600 | 0 | 0 | -323,600 | |
Proceeds from taking credits and loans | 672,766 | 0 | 0 | -185,000 | 0 | 0 | 487,766 | |
Repayment of loans and credits | -12,368 | 0 | 0 | 0 | 0 | 0 | -12,368 | |
Repayment of liabilities due to financial | -14,693 | 0 | 0 | 0 | 0 | 684 | -14,009 | |
leasing | ||||||||
Other proceeds from financial activities | 7,722 | 0 | 0 | 0 | 0 | 0 | 7,722 | |
Interest rates paid | -34,974 | 0 | -24 | 10,447 | 0 | -700 | -25,251 | |
Dividends paid | -32,195 | -85,000 | -105,327 | 0 | 178,894 | 0 | -43,629 | |
Net cash from financial activities | -176,059 | -85,000 | -105,351 | 186,592 | 178,894 | -16 | -940 | |
Net change in cash and cash | 412 | 582 | 561 | 0 | 0 | 0 | 1,555 | |
equivalents | ||||||||
Cash and cash equivalents at the | 5,578 | 17 | 16 | 0 | 0 | 0 | 5,610 | |
beginning of the period | ||||||||
Cash and cash equivalents at the end | 5,990 | 599 | 577 | 0 | 0 | 0 | 7,166 | |
of the period | ||||||||
- with limited disposability | 16 | 0 | 1 | 0 | 0 | 0 | 17 | |
64/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
Transactions with related entities
REVENUES AND COSTS FROM RELATED ENTITIES
Revenues from the sales of goods and services
from related entities from associates
Other income (including interest rates)
from related entities from associates
Dividends received
Purchase of goods and services
from related entities from associates
Other expenses (including interest rates)
Purchase of tangible fixed assets, intangible assets and other assets Lease payments
from 01.01 | from 01.01 |
to 30.06.2020 | to 30.06.2019 |
8,439 | 5,804 |
8,438 | 5,792 |
1 | 12 |
3,747 | 3,364 |
3,352 | 3,191 |
394 | 173 |
2,054 | 124,572 |
246,924 | 153,183 |
246,924 | 153,183 |
0 | 0 |
15,488 | 18,821 |
6,777 | 982 |
1,172 | 2,356 |
SHORT-TERM RECEIVABLES FROM RELATED ENTITIES
30.09.2020 30.06.2020 31.12.2019 30.09.2019 01.01.2019
Trade receivables
From subsidiaries From associates
From other related entities not included in the consolidated financial statement
3,105 | 3,376 | 2,166 | 2,207 | 4,766 |
3,105 | 3,375 | 2,158 | 2,186 | 4,751 |
0 | 1 | 7 | 21 | 15 |
0 | 0 | 0 | 0 | 0 |
Other short-term receivables
From subsidiaries
From other related entities not included in the consolidated financial statement
Write-off of receivables from related entities Total net value
1,725 | 1,725 | 0 | 0 | 2 |
1,725 | 1,725 | 0 | 0 | 2 |
0 | 0 | 0 | 0 | 0 |
0 | 0 | 0 | 0 | 0 |
4,830 | 5,101 | 2,166 | 2,207 | 4,768 |
FINANCIAL ASSETS FROM RELATED ENTITIES | |||||
30.09.2020 | 30.06.2020 | 31.12.2019 | 30.09.2019 | 01.01.2019 | |
Loans granted | 48,011 | 117,860 | 145,632 | 151,086 | 171,906 |
From subsidiaries | 38,499 | 108,455 | 140,416 | 145,933 | 168,891 |
From associates | 9,512 | 9,405 | 5,216 | 5,153 | 3,016 |
Debt securities | 2,963 | 2,930 | 2,864 | 2,831 | 2,733 |
From associates | 2,963 | 2,930 | 2,864 | 2,831 | 2,733 |
Write-off of receivables from related entities | 0 | 0 | 0 | 0 | 0 |
Total net value | 50,974 | 120,790 | 148,496 | 153,917 | 174,639 |
65/66
Condensed Quarterly Consolidated Financial Report
of the NEUCA Group for the period from 01/01 to 30/09/2020
(all amounts expressed in thousand PLN, unless otherwise stated)
SHORT-TERM LIABILITIES FROM RELATED ENTITIES | ||||||
30/09/2020 | 30/06/2020 | 31/12/2019 | 30/09/2019 | 01/01/2019 | ||
Trade liabilities | 46,720 | 34,038 | 41,894 | 40,138 | 44,425 | |
- from subsidiaries | 46,720 | 34,038 | 41,894 | 40,138 | 44,425 | |
- from associates | 0 | 0 | 0 | 0 | 0 | |
Other short-term liabilities | 0 | 1 | 18 | 0 | 2,402 | |
- from subsidiaries | 0 | 1 | 18 | 0 | 2,402 | |
- from associates | 0 | 0 | 0 | 0 | 0 | |
Liabilities due to leasing | 0 | 0 | 4,443 | 4,399 | 4,281 | |
- from subsidiaries | 0 | 0 | 4,443 | 4,399 | 4,281 | |
Other financial liabilities | 0 | 0 | 54,281 | 343,293 | 655,853 | |
- from subsidiaries | 0 | 0 | 54,281 | 343,293 | 655,853 | |
In total | 46,720 | 34,039 | 100,636 | 387,831 | 706,961 | |
LONG-TERM LIABILITIES FROM RELATED ENTITIES | ||||||
30/09/2020 | 30/06/2020 | 31/12/2019 | 30/09/2019 | 01/01/2019 | ||
Other financial liabilities | 0 | 0 | 0 | 0 | 0 | |
- from subsidiaries | 0 | 0 | 0 | 0 | 0 | |
Liabilities due to leasing | 0 | 0 | 4,620 | 5,747 | 9,081 | |
- from subsidiaries | 0 | 0 | 4,620 | 5,747 | 9,081 | |
In total | 0 | 0 | 4,620 | 5,747 | 9,081 | |
SHORT-TERM CREDITS AND LOANS FROM RELATED ENTITIES | ||||||
30/09/2020 | 30/06/2020 | 31/12/2019 | 30/09/2019 | 01/01/2019 | ||
Loans | 730,699 | 798,550 | 686,938 | 336,842 | 5,240 | |
- from subsidiaries | 730,699 | 798,550 | 686,938 | 336,842 | 5,240 | |
In total | 730,699 | 798,550 | 686,938 | 336,842 | 5,240 | |
66/66
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Neuca SA published this content on 08 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 December 2020 13:28:07 UTC