27. Borrowings, other debt instruments and finance lease liabilities

PLN '000 Note Dec 31 2015 Dec 31 2014
Bank borrowings: 27.1 6,481,034 6,215,612
- investment credit facilities   4,744,306 4,650,868
- working capital facilities   883,818 784,214
- inventory refinancing and financing facilities   1,170,728 1,052,449
- funds in bank deposits securing repayment of interest and principal instalments   (317,818) (271,919)
Non-bank borrowings 27.2 92,146 102,783
Notes 27.3 218,100 213,479
Finance lease liabilities 27.4 208,028 131,794
Total   6,999,308 6,663,668
including:      
non-current   4,454,460 4,495,562
current   2,544,848 2,168,106

27.1 Bank borrowings

Bank borrowings by currency and maturity
Dec 31 2015
PLN '000
Currency of credit facility advanced to the Group Total
EUR USD PLN
2016 9,620 1,672,960 601,446 2,284,026
2017 - 670,378 49,935 720,313
2018 - 803,858 50,536 854,394
2019 - 669,037 43,089 712,126
2020 - 594,802 43,764 638,566
after 2020 - 1,135,397 136,212 1,271,609
Total 9,620 5,546,432 924,982 6,481,034
Dec 31 2014
PLN '000
Currency of credit facility advanced to the Group   Total 
EUR USD PLN
2015 9,550 1,687,928 419,909 2,117,387
2016 - 724,077 34,304 758,381
2017 - 464,917 34,872 499,789
2018 - 549,642 35,473 585,115
2019 - 591,468 28,029 619,497
after 2019 - 1,535,223 100,22 1,635,443
Total 9,550 5,553,255 652,807 6,215,612

Repayment of the above facilities is secured with: 

  • power of attorney over bank accounts 
  • registered pledge over bank accounts
  • registered pledge over inventories 
  • registered pledge over existing and future movables
  • pledge over shares in subsidiaries 
  • mortgage 
  • assignment of property, plant and equipment
  • assignment of rights under inventory insurance agreement 
  • assignment of rights under inventory storage agreements 
  • assignment of rights to compensation from the State Treasury due in the event of the requirement to sell mandatory stocks below market price
  • assignment of rights under insurance agreements 
  • assignment of rights under licence agreements
  • assignment of rights under agreements for sale of products 
  • assignment of rights under project agreements
  • assignment of rights under crude oil sales agreements,
  • shares in subsidiaries
  • assignment of rights under conditional loan agreement
  • representation on voluntary submission to enforcement
  • blank promissory note
  • bank guarantees

Bank borrowings bear interest based on: 

  • 1M, 3M or 6M LIBOR (USD), depending on the interest period selected at a given time − in the case of USD-denominated facilities, 
  • 1M or 3M EURIBOR − in the case of EUR-denominated facilities,
  • O/N, 1M or 3M WIBOR - in the case of PLN-denominated facilities.

Bank margins on the contracted facilities are within the range of 0.30pp. – 4.0pp.

As at December 31st 2015, the average effective interest rate for the credit facilities denominated in USD and EUR was approximately 2.55% (2.42% as at December 31st 2014). The average effective interest rate for PLN-denominated facilities (excluding the syndicated facilities contracted by the Parent) was approximately 3.59% (3.88% as at December 31st 2014).

For sensitivity analysis of borrowings with respect to currency and interest rate risks, see Notes 32.3.1 and 32.4.1, respectively.

For analysis of contractual maturities of the borrowings, see Note 32.5.

Borrowings by lender

PLN '000 Dec 31 2015 Dec 31 2014
Pekao S.A. 33,284 20,315
PKO BP S.A.* 505,618 677,184
Bank Millennium S.A. 47,507 -
Nordea Bank Litwa 84,450 33,619
Bank Ochrony Środowiska S.A. - 4,844
Bank Syndicate (1) 1,170,728 1,052,449
Bank Syndicate (2) 2,956,633 2,974,259
Bank Syndicate (3) 1,091,873 1,092,447
Bank Syndicate (4) 560,469 428,209
Bank Syndicate (5) 125,018 141,696
Bank Syndicate (6) - 62,509
Bank Syndicate (7) 92,503 -
Consortium of financial institutions (8) 130,769 -
Funds in bank deposits securing payment of interest and principal** (317,818) (271,919)
Total 6,481,034 6,215,612
including:    
non-current 4,197,008 4,098,225
current 2,284,026 2,117,387

Bank Syndicate (1):
Pekao S.A., mBank S.A., ING Bank Śląski S.A., Société Générale S.A., Bank Handlowy w Warszawie S.A., Bank Zachodni WBK S.A.
Bank Syndicate (2):
Banco Bilbao Vizcaya Argentaria S.A., Bank of Tokyo-Mitsubishi UFJ (Holland) N.V., Pekao S.A., BNP Paribas S.A., Caja de Ahorros y Monte de Piedad de Madrid, Credit Agricole CIB (previously Calyon), DnB Nor Bank ASA, DnB Nord Polska S.A., ING Bank Śląski S.A., KBC Finance Ireland, Kredyt Bank S.A., Nordea Bank AB, PKO BP S.A., The Royal Bank of Scotland plc, Société Générale S.A., Bank Zachodni WBK S.A., Rabobank Polska S.A., Bank Gospodarki Żywnościowej S.A., Sumitomo Mitsui Banking Corporation Europe Ltd.,
Bank Syndicate (3):
Banco Bilbao Vizcaya Argentaria S.A. and BNP Paribas S.A.,
Bank Syndicate (4):
Pekao S.A., PKO BP S.A., BNP Paribas S.A., ING Bank Śląski S.A., Rabobank Polska S.A. and Bank Gospodarki Żywnościowej S.A.
Bank Syndicate (5):
Pekao S.A., PKO BP S.A.,
Bank Syndicate (6):
Nordea Bank Finland Plc. Lithuania Branch, PKO BP S.A.
Bank Syndicate (7):
Pekao S.A., mBank S.A.
Consortium of financial institutions (8):
Bank Gospodarstwa Krajowego, Bank Millennium S.A., Pekao S.A., Bank Zachodni WBK S.A., PKO BP S.A., Powszechny Zakład Ubezpieczeń S.A., Powszechny Zakład Ubezpieczeń na Życie S.A. and Société Générale S.A.

* including credit facilities advanced by Nordea Bank Polska S.A. (acquired by PKO BP S.A.).

** In accordance with IAS 32, Grupa LOTOS S.A. offsets a financial asset (cash reserved for repayment of the facilities) against a financial liability under the facilities, because it holds a valid legal title to set off the amounts and intends to realise the asset and settle the liability at the same time. Accumulation of funds for the repayment of credit facilities is expressly provided for in the documentation relating to the investment facilities obtained to finance the 10+ Programme, as well as the inventory financing and refinancing facility. The Company is required to set aside and maintain funds for repayment of principal instalments and interest due over the next six months. The purpose of adopting the net-basis presentation approach in the statement of financial position is to reflect the expected future cash flows from settlement of two or more financial instruments.

Bank borrowings of the Parent
Inventory financing and refinancing facility

As at December 31st 2015, the nominal amount drawn under the credit facility for the refinancing and financing of inventories, advanced by Bank Syndicate (1), amounted to PLN 1,170.3m (USD 300m).

In connection with the credit facility incurred to finance and refinance inventories, Grupa LOTOS S.A. is required to maintain the Tangible Consolidated Net Worth (TCNW) as specified in the facility agreement. The Company is also required to comply with the covenant requiring it to maintain the Loan to Pledged Inventory Value Ratio at a level not higher than specified in the facility agreement. As at December 31st 2015 and December 31st 2014, the covenants were complied with.

Amendments to the inventory refinancing and financing facility 

On November 18th 2015, Grupa LOTOS S.A. and Bank Syndicate (1) signed an amendment extending by 12 months, i.e. until December 20th 2016, the term of the credit facility agreement for refinancing and financing of Grupa LOTOS S.A.’s inventories of October 10th 2012, providing for a revolving credit facility of up to USD 400m (i.e. PLN 1,268m, as translated at the mid rate quoted by the National Bank of Poland for the date of the Agreement, i.e. October 10th 2012).

The other terms of the credit facility agreement, as well as its provisions concerning penalties, did not change, and do not differ from those commonly applied in agreements of such type.

Investment facilities

As at December 31st 2015, the Company had drawn (in nominal terms) PLN 4,074.8m (USD 1,044.5m) under investment facilities advanced by Bank Syndicates (2) and (3).As at December 31st 2014 that amount was PLN 4,102.6m (USD 1,169.8m).  

In connection with the credit facilities incurred to finance the 10+ Programme, Grupa LOTOS S.A. has been required to maintain the Tangible Consolidated Net Worth (TCNW) ratio of no less than specified in the facility agreements. As at December 31st 2015 and December 31st 2014, the requirement was complied with.

Working-capital facilities

The working-capital facility was made available to Grupa LOTOS S.A. by Bank Syndicate (4) in the form of overdraft facilities which are used by the Company on an as-needed basis.

The Parent may also finance its working capital requirements of up to PLN 400m with funds available under credit facilities from PKO BP S.A. (a PLN 300m credit facility agreement of June 26th 2009, as amended) and Pekao S.A. (a PLN 100m credit facility agreement of May 16th 2012, as amended). As at December 31st 2015 and December 31st 2014, the Company carried no liabilities under these facilities.

Agreement for the financing of the EFRA Project

On June 30th 2015, LOTOS Asfalt Sp. z o.o. and a consortium of financial institutions (Consortium of financial institutions (8)), comprising:

  • Bank Gospodarstwa Krajowego,
  • Bank Pekao S.A.,
  • Bank Millennium S.A.,
  • Bank Zachodni WBK S.A.,
  • Bank PKO BP S.A.,
  • Bank Société Générale S.A.,
  • Powszechny Zakład Ubezpieczeń S.A.,
  • Powszechny Zakład Ubezpieczeń na Życie S.A.

signed a credit facility agreement (and auxiliary agreements) under which the company will secure additional funds necessary to finance the implementation of the EFRA Project. The agreement provides for the advancement of two credit facilities:

  • an investment credit facility (TLF) of up to USD 432m (PLN 1,626m translated at the USD/PLN mid rate quoted by the National Bank of Poland as at June 30th 2015), repayable on December 21st 2024,
  • a working capital facility of up to PLN 300m, to be disbursed in two tranches:
    • up to PLN 100m, repayable by June 30th 2020,
    •  up to PLN 200m, repayable by December 21st 2024.

The interest rate of the investment credit facility is based on 3M or 6M LIBOR, depending on the selected interest period, while the working capital facility bears interest based on 1M WIBOR.

The main security instruments include a ceiling mortgage over rights to property, registered pledges over all assets and rights (including over new units and inventories) of LOTOS Asfalt Sp. z o.o.’s , registered and financial pledge over bank accounts of LOTOS Asfalt Sp. z o.o., assignment of rights under agreements related to the EFRA Project, insurance agreements and trade contracts, power of attorney over bank accounts, and a declaration on submission to enforcement.

Other security instruments provided under the agreement include a registered and financial pledge over shares in LOTOS Asfalt Sp. z o.o. held by Grupa LOTOS S.A., Grupa LOTOS S.A.’s declaration on submission to enforcement and assignment of both parties’ rights under a loan agreement of June 30th 2015 between Grupa LOTOS S.A. and LOTOS Asfalt Sp. z o.o., including under a promissory note securing the loan. The agreement provides for a conditional revolving loan of up to USD 53m, repayable by January 17th 2026. The loan is to be used to finance the EFRA Project if LOTOS Asfalt Sp. z o.o. fails to generate its own funds in the required amount, and will also improve LOTOS Asfalt Sp. z o.o.’s liquidity.

On September 7th 2015, the parties signed the security documents constituting part of the conditions precedent for disbursement of funds under the credit facility agreement, while on October 9th 2015 LOTOS Asfalt Sp. z o.o. received a notice from the facility agent confirming the satisfaction of all conditions precedent for the disbursement, which means that drawdowns under the facility may begin. Accordingly, the existing agreements for overdraft facilities used by LOTOS Asfalt Sp. z o.o. will be terminated by the end of October 2015 and the outstanding debt thereunder will be repaid with proceeds from the working capital facility contracted in connection with the EFRA Project.

As at December 31st 2015, liabilities under the above credit facility agreements totalled PLN 110m for the working capital facility and PLN 21.4m (USD 5.5m) for the investment facility.

Bank borrowings of other Group companies

The aggregate liabilities under bank borrowings of other Group companies as at December 31st 2015 were PLN 888.2m (December 31st 2014: PLN 940.2m). The outstanding amount comprised mainly liabilities incurred by LOTOS Paliwa Sp. z o.o. and companies of the LOTOS Petrobaltic S.A. Group: LOTOS Exploration and Production Norge AS, SPV Baltic Sp. z o.o. and AB LOTOS Geonafta.

Bank borrowings of LOTOS Exploration and Production Norge AS

As at December 31st 2015, LOTOS Exploration and Production Norge AS disclosed PLN 234.2m (USD 60m) in liabilities under the investment facility for financing of the acquisition of Heimdal assets, advanced by PKO BP S.A. (agreement of December 11th 2013). As at December 31st 2014, liabilities under the agreement were PLN 281.6m (USD 80.0m).

In addition, LOTOS Exploration and Production Norge AS uses a capital facility from PKO BP S.A., which is intended for the financing of its day-to-day operations and investment activities. As at December 31st 2015, the outstanding amount under the credit facility agreement was PLN 175.6m (USD 45m), while as at December 31st 2014 it was PLN 206.8m (USD 58.8m).

Bank borrowing of SPV Baltic Sp. z o.o.

On January 31st 2014, SPV Baltic Sp. z o.o. executed an investment facility agreement with Nordea Bank Polska S.A. (currently PKO BP S.A.) to finance the purchase of a drilling rig (agreement of December 20th 2013). As at December 31st 2015, liabilities under this credit facility were PLN 83.6m (December 31st 2014: PLN 92.6m).

Bank borrowings of AB LOTOS Geonafta

On June 29th 2015, AB LOTOS Geonafta (a LOTOS Petrobaltic Group company operating in the upstream segment) and Nordea Bank AB Lithuanian Branch signed an annex to the credit facility agreement of September 27th 2012, under which Nordea Bank AB Lithuanian Branch granted AB LOTOS Geonafta:

  • a long-term credit facility of up to USD 20m,
  • a working capital facility of up to USD 10m,

to refinance its existing credit facilities.

The long-term credit facility is repayable on June 30th 2019. The final repayment date of the working capital facility is June 30th 2016 and will be automatically extended by annual periods until June 30th 2019. The interest rate of the long-term credit facility is based on 6M LIBOR, and the working capital facility bears interest based on 1M LIBOR. The security instruments for the facilities include mortgage, registered pledge over inventories, pledge over bank accounts, assignment of rights under crude oil sale agreements, pledge over shares in related entities: UAB Genciu Nafta and UAB Manifoldas, and pledge over the companies’ bank accounts.

As at December 31st 2015, liabilities of AB LOTOS Geonafta under the agreement were PLN 84.5m (USD 21.8m).

Bank borrowings of LOTOS Paliwa Sp. z o.o.

Liabilities of LOTOS Paliwa Sp. z o.o. under bank borrowings are associated primarily with investment facilities granted by PKO BP S.A., Pekao S.A. and mBank S.A. for the refinancing and financing of acquisition of service stations, including under the new agreement signed in January 2015.

On January 26th 2015, LOTOS Paliwa Sp. z o.o. and a consortium of Pekao S.A. and mBank S.A. (Bank Syndicate (7)) signed an agreement for a PLN 100m credit facility for the refinancing of capital expenditure incurred on building new service stations.  Repayment of the facility is secured with mortgages. The facility is repayable by March 31st 2025, The facility bears interest based on 3M WIBOR.

As at December 31st 2015, liabilities under the above investment facility agreements totalled PLN 241.8m (December 31st 2014: PLN 168.9m).
In addition, as at December 31st 2015, LOTOS Paliwa Sp. z o.o. disclosed PLN 21.2m in liabilities under a working capital facility granted by Pekao S.A. (December 31st 2014: PLN 4.1m).

Proceeds from and repayment of bank borrowings

In 2015, proceeds from the Group’s bank borrowings were PLN 798.2m (2014: PLN 563m), and cash outflows on repayment of borrowings were PLN 1,161.5m (2014: PLN 1,030.4m). These amounts are presented in the consolidated statement of cash flows as cash flows from financing activities under Proceeds from bank borrowings and Repayment of bank borrowings, respectively.
 
In 2015, proceeds from bank borrowings related to:

  • credit facilities of LOTOS Asfalt Sp. o.o. (PLN 204.2m),
  • investment credit facilities of LOTOS Paliwa Sp. z o.o. (PLN 100m),
  • investment credit facility of LOTOS Terminale S.A. (PLN 50.9m),
  • working capital facilities of the Parent (PLN 60.1m),
  • credit facilities of AB LOTOS Geonafta (PLN 338.7m),
  • working capital facility of LOTOS Exploration and Production Norge AS (PLN 44.3m).

In 2015, repayments of bank borrowings related mainly to:

  • investment credit facilities of the Parent (PLN 460m),
  • working capital facilities of the Parent (PLN 60.1m),
  • working capital facilities of LOTOS Asfalt Sp. z o.o. (PLN 65m),
  • investment credit facilities of LOTOS Paliwa (PLN 27.2m),
  • credit facilities of LOTOS Exploration and Production Norge AS (PLN 167.1m),
  • credit facilities of AB LOTOS Geonafta (PLN 362.2m),
  • investment facility of SPV Baltic Sp. z o.o. (PLN 9.1m).

In 2015 and 2014, no defaults under the facilities occurred at the Group.

27.2 Non-bank borrowings

PLN '000 Dec 31 2015 Dec 31 2014
Provincial Fund for Environmental Protection and Water Management of Gdańsk 8,498 10,150
Agencja Rozwoju Przemysłu S.A. 83,648 92,633
Total 92,146 102,783
including:    
non-current 80,966 92,146
current 11,180 10,637

Repayment of the above loans is secured with:

  • registered pledge over assets,
  • registered and financial pledges over shares,
  • assignment of rights under insurance policies,
  • assignment of rights under agreements for sale of services, 
  • blank promissory notes,
  • representation on voluntary submission to enforcement,
  • sureties issued by Group companies.

The loans bear interest based on 1M WIBOR or the promissory note rediscount rate.

As at December 31st 2015, the average effective interest rate for the loans was approximately 4.99% (December 31st 2014: 4.96%).

For interest rate risk sensitivity analysis of the loans, see Note 32.4.1.

For analysis of contractual maturities of the loans, see Note 32.5.

Loans by maturity
Dec 31 2015
PLN '000
PLN-denominated loans advanced to the Group 
2016 11,180
2017 11,997
2018 11,349
2019 11,985
2020 12,659
after 2020 32,976
Total 92,146
Dec 31 2014
PLN '000
PLN-denominated loans advanced to the Group 
   
2015 10,637
2016 11,180
2017 11,997
2018 11,349
2019 11,985
after 2019 45,635
Total 102,783
Loans advanced to the LOTOS Petrobaltic Group

On January 31st 2014, SPV Baltic Sp. z o.o. entered into an agreement for a loan of up to PLN 100m with Agencja Rozwoju Przemysłu S.A. to finance the purchase of an offshore drilling rig (agreement of December 20th 2013). As at December 31st 2015, liabilities under the agreement were PLN 83.6m (December 31st 2014: PLN 92.6m).

Loans of other Group companies

On June 16th 2014, LOTOS Kolej Sp. z o.o. executed a PLN 6.9m loan agreement with the Provincial Fund for Environmental Protection and Water Management of Gdańsk for co-financing of the modernisation of locomotives. As at December 31st 2015, liabilities under the loan agreement were PLN 6.2m (December 31st 2014: PLN 6.9m). The company also has a loan from the Provincial Fund for Environmental Protection and Water Management of Gdańsk (agreement of December 21st 2011) as co-financing for the upgrade of a rail tank car cleaning facility. As at December 31st 2015, liabilities under the loan agreement were PLN 2.3m (December 31st 2014: PLN 3.3m).

Proceeds from and repayment of loans

In 2015, the Group did not contract any loans (2014: PLN 106.9m), whereas loan repayments amounted to PLN 10.8m (2014: PLN 13m). These amounts were disclosed in the consolidated statement of cash flows from financing activities under Proceeds from non-bank borrowings and Repayment of non-bank borrowings, respectively.

27.3 Notes

Notes issued by the LOTOS Petrobaltic Group

In 2013, LOTOS Petrobaltic S.A. (upstream segment) issued medium-term notes (Series: A, B, C, D, and E, with a total par value of USD 65.9m) under an agreement with Bank Pekao S.A. of October 29th 2013. Pursuant to the agreement, LOTOS Petrobaltic S.A. may issue notes for up to the USD equivalent of PLN 200m. The notes were acquired by Bank Pekao S.A.

As at December 31st 2015, PLN 218.1m (December 31st 2014: PLN 213.5m) was outstanding under notes in issue.

In connection with a default on one of covenants under the Note Programme Agreement, non-current liabilities under the note issue totalling PLN 179.1m were reclassified to current liabilities. As at December 31st 2015 and the date of issue of these financial statements, the liabilities under the notes were not declared due and payable by the bank.

Proceeds and payments related to notes

In 2015, the Series B notes with a total nominal value of USD 5m were redeemed. The related expenses, of PLN 19.4m, were presented in the statement of cash flows from financing activities of the Group, under Redemption of notes.

In 2014, the Series A notes with a total nominal value of USD 5m were redeemed and the related expenses, presented in the statement of cash flows from financing activities of the Group under Redemption of notes, were PLN 17.4m.

Notes by maturity date
Dec 31 2015
PLN '000
Notes of the Group issued in USD
2016 218,100
2017 -
2018 -
2019 -
2020 -
after 2020 -
Total 218,100
Dec 31 2014
PLN '000
Notes of the Group issued in USD
2015 17,587
2016 35,045
2017 160,847
2018 -
2019 -
after 2019 -
Total 213,479

For sensitivity analysis of the notes with respect to currency and interest rate risks, see Notes 32.3.1 and 32.4.1, and for information on their maturities see Note 32.5.

Notes of other Group companies

In addition, from July 2010 to August 2015 LOTOS Asfalt Sp. z o.o. operated a short-term note issue programme. In 2015 and 2014, LOTOS Asfalt Sp. z o.o. did not issue any notes under the programme and as at December 31st 2015 and December 31st 2014 did not carry any liabilities under notes in issue.

27.4 Finance lease liabilities

PLN '000 Minimum lease payments
 
Present value of minimum lease payments
Dec 31 2015 Dec 31 2014 Dec 31 2015 Dec 31 2014
Up to 1 year 54,648 35,286 31,542 22,495
From 1 to 5 years 198,708 109,607 145,431 91,178
Over 5 years 34,135 18,511 31,055 18,121
Total 287,491 163,404 208,028 131,794
Less finance costs (79,463) (31,610) - -
Present value of minimum lease payments 208,028 131,794 208,028 131,794
including:        
non-current     176,486 109,299
current     31,542 22,495

The Group uses finance leases primarily to finance rolling stock assets.

For sensitivity analysis of finance lease liabilities with respect to currency and interest rate risks, see Notes 32.3.1 and 32.4.1, and for information on maturities, see Note 32.5.

27.4.1 Undisclosed liabilities under operating lease agreements

As at December 31st 2015 and December 31st 2014, future minimum lease payments under non-cancellable operating leases were as follows:

PLN '000 Dec 31 2015 Dec 31 2014
Up to 1 year 109,979 107,96
From 1 to 5 years 350,794 128,309
Over 5 years 48,171 12,866
Total 508,944 249,135

The Group uses operating leases primarily to finance rolling stock assets.

The Notes to the consolidated financial statements are an integral part of the statements.
(This is a translation of a document originally issued in Polish)