Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

Financial Report

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

Toruń, February 29, 2024

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

Selected financial data, including key items of the summary financial statement (also converted into EUR)

in thous. PLN

in thous. EUR

SPECIFICATION

4 quarters of

2022

4 quarters

2022

2023

of 2023

Revenue from sales of products, goods and materials

1,137,503

1,081,792

251,193

230,743

Profit on operating activities

52,828

31,340

11,666

6,685

EBITDA

108,945

87,067

24,058

18,571

adjusted EBITDA*

117,203

101,683

25,882

21,689

Gross profit

40,228

15,915

8,883

3,395

Net profit

18,313

7,205

4,044

1,537

Adjusted net profit**

36,415

21,821

8,041

4,654

Net profit (loss) attributable to shareholders of the Group's

17,854

6,616

3,943

1,411

parent company

Net profit (loss) attributable to non-controlling interests

459

589

101

126

Weighted average number of shares

29,047,073

29,070,559

29,047,073

29,070,559

Net profit (loss) per ordinary share [PLN/share]

0.61

0.23

0.14

0.05

Cash flows from operating activities

109,751

52,153

24,236

11,124

Cash flows from investment activities

(27,059)

(47,066)

(5,975)

(10,039)

Cash flows from financial activities

(88,733)

(12,939)

(19,595)

(2,760)

Total cash flows

(6,041)

(7,852)

(1,334)

(1,675)

Consolidated statement

31/12/2023

Year 2022

31/12/2023

Year 2022

Total assets

975,166

1,042,047

224,279

222,190

Fixed assets

488,949

527,979

112,454

112,578

Current assets

486,217

514,068

111,825

109,612

Equity with non-controlling interests

548,686

539,148

126,193

114,959

Non-controlling interests

2,151

1,801

495

384

Share capital

3,265

3,265

751

696

Long-term liabilities and provisions

75,963

45,174

17,471

9,632

Short-term liabilities and provisions

350,517

457,725

80,616

97,598

Weighted average number of shares

29,047,073

29,070,559

29,047,073

29,070,559

Net book value per common share [PLN/share]

18.89

18.55

4.34

3.95

*) EBITDA and net profit for 2022 adjusted for the write-down of development work and goodwill of the UK company GWi (Gas segment), EBITDA for Q1-Q4 2023. adjusted for the write-down of intangible assets, net profit Q1-Q4 2023 additionally adjusted for the write-down of an asset caused by a tax loss related to GWi (Gas segment).

The above financial data for the 12 months of 2023 and 2022 and as of December 31, 2022, have been translated into EUR according to the following principles:

  • the individual items of the statement of comprehensive income and the statement of cash flows - at an exchange rate representing the arithmetic mean of the average EUR exchange rates set by the National Bank of Poland on the last day of each month of the reporting period: from January 1 to December 31, 2023 - EUR/PLN 4.5284 and from January 1 to December 31, 2022 - EUR/PLN 4.6883;
  • individual items of the statement of financial position - according to the average EUR exchange rate set by the National Bank of Poland as at December 31, 2023 - 4.3480, as at December 31, 2022 - 4.6899.

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 2 of 61

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

Table of contents

Selected financial data, including key items of the summary financial statement (also converted into EUR)

...2

1.

Consolidated financial statements

4

2.

General information

16

3.

Summary of financial results

18

4.

Information on factors that will affect the future results of the Apator Group

26

5.

List of most significant events

30

6.

Additional information

34

7.

Summary

42

8. Information on the principles adopted in the preparation of the report, in particular, information on

changes in the applied accounting principles (policies)

43

9.

Appendix: Separate Statement of Apator S.A

50

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 3 of 61

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

1. Consolidated financial statements

The consolidated and separate financial statements for the fourth quarter of 2023 have been prepared in accordance with the International Accounting Standards (IAS / IFRS) and related interpretations promulgated in the form of regulations of the European Commission and the Ordinance of the Minister of Finance of 29 March 2018 on current and periodic information provided by issuers of securities and the conditions for recognizing as equivalent the information required by the laws of a non-member state (Dz. U. /Journal of Laws/ of 2018, item 757).

The interim financial statements (consolidated and separate for parent company) for the fourth quarter ended December 31, 2023, have been prepared in accordance with IAS 34 (Interim Financial Reporting). The interim financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual report as of December 31, 2022.

1.1. Consolidated statement of financial position

as at

SPECIFICATION

31/12/2023

31/12/2022

Fixed assets

488,949

527,979

Intangible assets

96,607

105,831

Goodwill

120,672

122,275

Tangible fixed assets

199,068

212,844

Right to use assets

47,989

46,690

Investment properties

2,234

2,282

Other long-term financial assets

-

1,352

- in other entities

-

1,352

Long-term receivables

4,598

6,437

- from other entities

4,598

6,437

Long-term accruals and prepayments

16

55

Deferred tax assets

17,765

30,213

Current assets

486,217

514,068

Inventories

246,380

251,617

Trade receivables

186,982

189,804

- from other entities

186,982

189,804

Receivables from corporate income tax

6,492

5,741

Receivables from other taxes, customs duties, and social insurance

7,711

12,309

Other short-term receivables

4,228

6,642

- from other entities

4,228

6,642

Other short-term financial assets

4,971

273

- in other entities

4,971

273

Cash and cash equivalents

22,939

28,980

Short-term accruals and prepayments

6,514

5,839

Fixed assets classified as held for sale

12,863

TOTAL ASSETS

975,166

1,042,047

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 4 of 61

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

as at

SPECIFICATION

31/12/2023

31/12/2022

Equity

548,686

539,148

Equity attributable to the shareholders of the parent company

546,535

537,347

Share capital

3,265

3,265

Own shares

(3,522)

(3,522)

Other capitals

600,182

562,967

Capital from the revaluation of a defined benefit plan

894

1,147

Capital from valuation of hedging transactions and foreign exchange differences on

8,699

2,705

consolidation

Undistributed financial result

(62,983)

(29,215)

- undistributed result from previous years

(75,028)

(35,831)

- result for the current period

17,854

6,616

- write-downs from current year result

(5,809)

-

Non-controlling interests

2,151

1,801

Liabilities

426,480

502,899

Long-term liabilities and provisions

75,963

45,174

Long-term credits and loans

29,545

3,119

- from other entities

29,545

3,119

Other long-term liabilities

4,122

52

- toward other entities

4,122

52

Long-term liabilities from the right to use leased assets (IFRS 16)

32,326

33,299

Provision for deferred income tax

3,451

2,939

Long-term liabilities due to employee benefits

5,315

4,474

Other long-term provisions

1,204

1,291

Short-term liabilities and provisions

350,517

457,725

Short-term credits and loans

162,512

237,350

- from other entities

162,512

237,350

Trade liabilities

89,969

121,894

- toward related entities

351

1,006

- toward other entities

89,618

120,888

Liabilities due to corporate income tax

3,445

1,976

Liabilities due to other taxes, customs duties, and social insurance

16,878

17,107

Other short-term liabilities

32,194

41,978

- toward other entities

32,194

41,978

Short-term liabilities from the right to use leased assets (IFRS 16)

9,148

9,556

Short-term liabilities due to employee benefits

21,048

15,382

Other short-term provisions

15,323

12,482

TOTAL LIABILITIES

975,166

1,042,047

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 5 of 61

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

Information on changes in contingent liabilities or contingent assets that have occurred since the end of the last fiscal year (off-balance sheet items) of the Apator Group:

SPECIFICATION

as at

31/12/2023

31/12/2022

Contingent receivables

1,190

1,225,

Contingent receivables from other entities

1,190

1,225

Contingent liabilities

66,099

65,718

Contingent liabilities concerning related entities

20,126

21,856

- including from granting guarantees and sureties to related entities

20,126

21,856

Contingent liabilities to other entities

45,974

43,862

- including from granting guarantees and sureties

45,974

43,862

Other off-balance sheet items

455,972

367,300,

Mortgage

48,780

58,700

Collective contractual mortgage

182,783

23,250

Security on assets

224,410

285,350

Total off-balance sheet items

523,262

434,243

In addition to contingent liabilities arising from guarantees issued by insurance and banking institutions, the Apator Group has the following collateral established for the repayment of liabilities:

  • Multi-productagreement with ING Bank Śląski S.A (Group limit of PLN 250 million):
    • contractual mortgage on the real estate of Apator S.A. in Ostaszewo up to PLN 40 million (included in the table above),
    • registered pledge on inventories owned by Apator S.A., Apator Telemetria Sp. z o.o., Apator Powogaz S.A., FAP Pafal S.A. with a book value of not less than PLN 148.8 million (included in the table above),
    • pledge on tangible fixed assets owned by Apator S.A., Apator Powogaz S.A., Apator Metrix S.A., and Apator Telemetria Sp. z o.o. with a contractual value of PLN 30 million (included in the table above),
    • Power of Attorney to dispose of funds in bank accounts,
    • Blank promissory notes together with promissory note declarations submitted by 6 borrowers' companies (joint and several liability of Group's companies),
    • Assignment of rights under an all-risk property insurance policy.
  • Multi-purposelimit credit agreement with Powszechna Kasa Oszczędności Bank Polski S.A. (PKO BP S.A.) of May 26, 2023, for the total amount of PLN 80 million (in addition to Apator S.A., the parties to the agreement are: Apator Powogaz S.A., Apator Metrix S.A. and GWI):
    • contractual mortgage on real estate owned by Apator Powogaz S.A. and Apator Metrix S.A. up to the amount of PLN 182.8 million,
    • statement of submission to execution under Article 777 of the Code of Civil Procedure of the companies Apator S.A, Apator Powogaz S.A, and Apator Metrix S.A, to the amount of PLN 80 million,
    • registered pledge over fixed assets of Apator S.A. and Apator Powogaz S.A. with a total value of PLN 12.4 million,
    • Power of Attorney to dispose of funds in bank accounts,
    • Assignment of rights under an all-risk property insurance policy.

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 6 of 61

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

Until December 31, 2023, the working capital credit was drawn by Apator Powogaz in the amount of PLN 10 million and GWI in the amount of GBP 3.94 million, i.e., PLN 19.7 million according to the average exchange rate of the ING BŚ bank as at December 29, 2023

Other collateral for credits and loans:

Apator S.A.

  • credit agreement with Bank Handlowy S.A. (Long-term credit for the purchase of shares in Apator Telemetria Sp. z o.o. in the amount of 13 million PLN, converted into EUR). The credit was repaid on December 15, 2023. The collateral release procedure is in progress:
    • registered pledge on acquired shares in the amount of PLN 12.1 million (included in the table above),
    • registered pledge on fixed assets with a total value of PLN 2.8 million (included in the table above),
    • assignment of rights under an all-risk property insurance policy,
    • declaration of submission to enforcement pursuant to Art. 777 of the Code of Civil Procedure up to PLN 15.6 million remains in force.

Apator Metrix Group

  • Agreement on credit on current account concluded by George Wilson Industrial Ltd. (GWi) with Citibank N.A.: The credit was refinanced with a line in PKO BP. The collateral release procedure

is in progress:

  • Pledge on inventories with the value of PLN 18.2 million being the property of Apator Metrix S.A.,
  • guarantee granted by Apator Metrix S.A. in the amount of GBP 4 million, i.e., PLN 21.4 million, until October 31, 2023,
  • in force remains the statement on submission to execution under Art. 777 of the Code of Civil Procedure, at a value of GBP 4.8 million, i.e., PLN 24 million according to the average exchange rate of the ING BŚ bank as at December 29, 2023.

Apator Powogaz Group

  • Investment credit agreement of Apator Powogaz S.A. for the construction of the manufacturing plant, concluded
    with PKO BP:
    • joint contractual mortgage on real estate owned by Apator Powogaz S.A. in Żerniki in the amount of PLN 182.8 million. The mortgage also secures a multi-purpose agreement with PKO,
    • blank promissory note and promissory note declaration,
    • assignment of rights under the insurance policy on the mortgaged property.
  • Agreement on credit on the current account of Apator Powogaz S.A. concluded with mBank S.A. - agreement expired on 29/09/2023:
    • blank promissory note with a promissory note declaration - the procedure for returning the promissory note is pending.
  • Credit agreement for financing suppliers of Apator Telemetria Sp. z o.o. concluded with mBank S.A.:
    • blank promissory note and promissory note declaration.
  • Agreement on credit on the current account of Apator Metra concluded with Raiffeisenbank a.s.:
    • mortgage in the amount of CZ 50 million

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 7 of 61

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

  • assignment of rights under the insurance agreement established on the property of Apator Metra During the reporting period, the Group's companies fulfilled their obligations under their credit agreements.

1.2. Consolidated statement of comprehensive income

for the period

SPECIFICATION

1/10/2023

1/10/2022

1/01/2023

1/01/2022

31/12/2023

31/12/2022

31/12/2023

31/12/2022

Revenue from sales and services

284,739

306,792

1,137,503

1,081,792

- to related entities

3,783

-

3,783

- to other entities

284,739

303,009

1,137,503

1,078,009

Cost of goods and services sold

(221,005)

(242,891)

(876,429)

(857,531)

- to related entities

-

(2,528)

-

(2,528)

- to other entities

(221,005)

(240,363)

(876,429)

(855,003)

Gross profit from sales

63,734

63,901

261,074

224,261

Sales costs

(12,314)

(12,315)

(44,821)

(42,422)

General administrative costs

(38,167)

(35,262)

(153,303)

(136,749)

Profit on sales

13,253

16,324

62,950

45,090

Other operating costs:

(8,294)

(3,414)

(10,122)

(14,194)

Revenue

425

2,335

2,979

4,924

Costs

(8,719)

(5,749)

(13,101)

(19,118)

- including the result due to (impairment)/ reversal

784

(2,419)

(466)

(8)

of receivables

Share in profit of entities consolidated using the

-

-

-

444

equity method

Profit on operating activities

4,959

12,910

52,828

31,340

Financial income (costs):

(1,003)

1,578

(12,600)

(15,425)

Revenue

3,459

3,320

8,090

5,268

Costs

(4,462)

(1,742)

(20,690)

(20,693)

- including the result due to (impairment)/ reversal

4

-

31

(3)

of receivables

Profit before tax

3,956

14,488

40,228

15,915

Current income tax

(2,362)

(3,011)

(7,986)

(9,019)

Deferred income tax

(4,580)

(966)

(13,929)

309

Net profit (loss)

(2,986)

10,511

18,313

7,205

for the period

SPECIFICATION

1/10/2023

1/10/2022

1/01/2023

1/01/2022

31/12/2023

31/12/2022

31/12/2023

31/12/2022

Other comprehensive income

Other net comprehensive income

441

6,786

5,741

4,767

Items that may be reclassified to profit or loss in the future

Foreign exchange differences on translation of

1,055

(128)

2,839

2,402

foreign operations

Result on hedge accounting with tax effect

(361)

5,681

3,155

1,132

Actuarial gains and losses with tax effect

(253)

1,233

(253)

1,233

Total comprehensive income

(2,545)

17,297

24,054

11,972

Net profit (loss), of which attributable to:

(2,986)

9,254

18,313

7,205

shareholders of the parent company

(3,026)

9,099

17,854

6,616

non-controlling interests

40

155

459

589

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 8 of 61

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

Total comprehensive income, of which attributable to:

shareholders of the parent company non-controlling interests

(2,546)

16,040

24,053

11,972

(2,586)

15,885

23,594

11,383

40

155

459

589

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 9 of 61

Consolidated Quarterly Report of Apator Group for 4 Quarters 2023

1.3. Consolidated statement of changes in equity

CAPITAL ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT COMPANY

SPECIFICATION

Share capital

Balance as at 1/01/2023

3,265

Changes in equity from 1/01/2023 to 31/12/2023

Revaluation losses:

-

Cash flow hedging instruments,

-

including:

- gains taken into account in the

measurement of the reporting value

-

of hedged items

Net foreign exchange differences on

translation of financial statements

-

into presentation currency

Taxes related to items presented in

-

or transferred from capital

Net profit for the period from

-

1/01/2023 to 31/12/2023

Comprehensive income recognized in

the period from 1/01/2023 to

-

31/12/2023

Dividends

-

Advance dividends paid

-

Decrease in reserve capital

-

Increase in supplementary capital

-

Distribution of result to

-

supplementary capital

Other changes in capital

-

Capital from the

Own

Other

revaluation of a

defined benefit

shares

capitals

plan

(3,522)

562,967

1,147

-

-

(327)

-

-

-

-

-

-

-

-

-

-

74

-

-

-

-

-

(253)

-

-

-

-

-

-

-

(10,000)

-

-

10,000

-

-

37,215

-

-

-

Capital from

valuation of

hedging

Non-controlling

TOTAL

transactions and

Undistributed

interests

EQUITY

foreign exchange

financial result

TOTAL

differences on

consolidation

2,705

(29,215)

537,347

1,801

539,148

-

(327)

-

(327)

3,895

-

3,895

-

3,895

3,895

-

3,895

-

3,895

2,839

2,839

-

2,839

(740)

-

(666)

-

(666)

-

17,854

17,854

459

18,313

5,994

17,854

23,595

459

24,054

-

(8,714)

(8,714)

(109)

(8,823)

-

(5,809)

(5,809)

-

(5,809)

-

-

(10,000)

-

(10,000)

-

-

10,000

-

10,000

-

(37,215)

-

-

-

-

116

116

-

116

Name of entity:

Apator Group

Period covered by the financial statements:

1/01/2023-31/12/2023

Reporting currency:

Polish zloty (PLN)

Rounding level:

all amounts are expressed in thousands of Polish zloty (unless otherwise indicated)

Page 10 of 61

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Apator SA published this content on 11 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 08:31:08 UTC.