Annual report 2019
The Śnieżka Group is formed by companies operating in concert and connected by ownership and production links Comprehensive organization and responsible management of resources and procurement translates into efficient operation of the Group and higher profits for Shareholders. The cooperation involves mutually complementary activities, exchange of know-how and synergistic benefits. Fabryka Farb i Lakierów Śnieżka SA plays a leading role in these processes.
FFIL ŚNIEŻKA SA, as the parent company, performs control functions in the supervisory bodies of the subsidiaries. In addition, it establishes a development strategy and coordinates the development of the entire Group in all aspects of its operations. Each member company enjoys decision-making autonomy, as long as the decisions are consistent with the Group’s strategy and the subsidiaries’ key functions cooperate closely with their counterparts in the Parent Company. All transactions with related entities made by the Company and its subsidiaries are performed at arm's length.
In addition, Poli-Farbe Vegyipari Kft. has two subsidiaries that conduct commercial activities: in Romania (POLI-FARBE RO s.r.l. in Odorheiul Secuiesc, Romania) and Slovakia (POLIFARBE SK spol. sr.o. in Kolárovo, Slovakia), in which it holds 100% of shares.
Fabryka Farb i Lakierów Śnieżka SA was entered into the National Court Register under number 0000060537 at the District Court in Rzeszów, XII Commercial Division of the National Court Register. The company was registered with the Central Statistical Office and received the following REGON number: 690527477 and tax identification number: 818-14-33-438.
The Company’s seat is located in Warsaw:
The Company’s production facilities are located in:
Table 17.
A list of entities comprising the Group consolidated or valuated using the equity method (as at 31.12.2019).)
In 2019 the Śnieżka Group’s structure was affected by the following changes:
On 11 February 2019, the Company completed the negotiation process and concluded with Lampo Korlátolt Felelősségű Társaság ("Lampo") controlled by Mr. Antal Szabó and Ms. Andrea Nagy György ("the Seller"), (the Company and the Seller jointly as "the Parties"), the share acquisition agreement ("Transaction", "Agreement") in Poli-Farbe Vegyipari Korlátolt Felelősségű Társaság with its registered seat in Bócsa, Hungary ("Poli-Farbe"). The transaction was brought to a conclusion by the Parties on May 15, 2019.
The agreement envisages two stages:
Implementation of the above option will be feasible in the case of meeting the conditions set out in the Agreement, at a price equal to the higher of the following two values:
The Sellers are entitled to put option, under which, 2 years after the completion of the first stage of the Transaction, the Company will be obliged to acquire, at the Sellers’ request, the remaining 20% of shares in Poli-Farbe in one or several transactions - under condition that the Sellers must present for sale at least 5% of shares.
The put option is unlimited in time. The Sellers are entitled to the put option at any time in the case of recalling the current Managing Director of Poli-Farbe Mr. Antala Szabó by the Issuer, or appointing the second Managing Director in Poli-Farbe. The put option for the Sellers will be suspended for a period of 12 months if one of the conditions activating the call option for the Company is fulfilled.
The Company is entitled to the call option, under which the Company has the right to demand the Sellers sell the remaining 20% of shares in Poli-Farbe, provided that:
In the event of a significant change in the Company's business understood as: (i) takeover of control over the Issuer by entities outside the current main shareholders of the Company (excluding their relatives, family members and companies controlled by them), (ii) transfer of Śnieżka's core business (as a transfer shares or assets) to another entity, excluding related entities, (iii) transfer of Poli-Farbe’s core business (as a transfer of shares or assets) to a third party, excluding the related entities - the Company is obliged to pay additional remuneration to the Sellers in the amount of:
The limit of the Company's liability for any additional remuneration or similar payments in favour of the Sellers amounts in total one billion eight hundred million HUF.
Additional significant terms and conditions of the Transaction:
As regards the contractual obligations:
Should Śnieżka fail to comply with the obligation to maintain the said production volume, it will be obliged to pay to the Seller contractual penalties, the sum of which can not exceed one billion eight hundred million HUF.
In addition:
The other terms and conditions of the Agreement do not deviate from commonly applicable ones for this type of agreements. Bank loans are the source of financing the first stage of the Transaction by FFiL Śnieżka SA
The Company informed about the Transaction in the reports: No. 2/2019 of February 11, 2019, No. 12/2019 of April 30, 2019, No. 13/2019 of May 15, 2019, No. 23/2019 of December 12, 2019.
On February 15, 2019, the Company acquired 0.96% shares from a business partner Żanna S. Kardasz in Śnieżka-Ukraina Sp. z o.o. for a price negotiated on the basis of a carrying amount of USD 117,150. After acquisition of the shares, as at the date of publishing the Report, FFiL Śnieżka SA held 83.48% shares in Śnieżka-Ukraina Sp. z o.o.
On June 20, 2019, the Company acquired 1.00% shares from a business partner Anatolij M. Niewmierżycki in Śnieżka-BelPol Sp. z o.o for a price of USD 48,000. After acquisition of the shares, FFiL Śnieżka SA holds 100.00% shares in Śnieżka-BelPol Sp. z o.o is the sole shareholder. On July 1, 2019, the articles of association in new wording of Śnieżka-BelPol Sp. z o.o. was registered, taking into account the change in the ownership structure of the shares and the legal form of the company resulting from the status of the Company as the sole shareholder. At the same time, the company altered its name from „Śnieżka-BelPol Wspólna Sp. z o.o.” to „Śnieżka-Belpol, Sp. z o.o.”.
In 2019, FFIL ŚNIEŻKA SA acquired in total 17,930 shares in Radomska Fabryka Farb i Lakierów SA of A, B, C and D series with a nominal value of PLN 1.00 each (purchase price PLN 1.40 each, in total PLN 25,102). As at December 31, 2019 and at the day of publishing the financial statements, the shares owned by the Company accounted for 91.50% of share capital of Radomska Fabryka Farb i Lakierów SA and entitled to 90.20% of votes at the general meeting of this company.
Fabryka Farb i Lakierów Śnieżka SA is the market leader of paints and varnishes in Poland. The Company achieved such a high market position in over 35 years of its activity - the beginning dates back to 1984. The Company's roots are linked with the Podkarpacie region, where the Group's core production facilities and state-of-the-art Research and Development Center have been operating in years. Since 2003 the Company - as the only one in the industry - has been listed on the Warsaw Stock Exchange.
Fabryka Farb i Lakierów Śnieżka SA is a leading brand of paints and varnishes both in domestic and Central and Eastern Europe markets. The portfolio of the Company is comprised of products for protection and decoration of various substrates, both for internal and external applications. The offer includes, i.a. paints for walls and facades, products for painting wood and metal, putties for walls and wood, as well as thermal insulation systems.
The Company conducts on-going research and development activities aimed at improving the market offer, which is possible, thanks to work of its own specialized research laboratories being a part of the Research and Development Centre in Brzeźnica. The Research Laboratory accredited by PCA, No. AB 855 is one of them, which obtained in 2007 the accreditation of the Polish Centre for Accreditation and became the only facility of this kind in the industry.
FFiL Śnieżka SA’s products are available in many distribution channels. Apart from various distribution channels the dominant role is played by the independent one, under which a network of "Company Stores" and "Company Showrooms" has been operating for several years. These are retail outlets that live up to specific requirements, created in partnership with our business clients based on a ready-made business cooperation model. The company applied a similar model on the Ukrainian market where it established a chain of partner stores.
Also, the Company liaises with international and local DIY chains (DIY channel). Its products can be found in Leroy Merlin, OBI, Castorama, Jula, Bricomarché chain stores as well as in outlets of the PSB Group. Sales of the Company's products are also performed via the online store - www.dekoratorium.pl A multi-channel distribution is one of the assumptions of the Company's sales growth strategy, and at the same time it minimizes the risk associated with too high reliance on one distribution channel or distributor. On foreign markets, the sales of the Company's products is carried out primarily through a middleman model. Its products are distributed by wholesalers, retail stores and DIY stores.
The Company’s activity is based on a clearly defined set of values, as well as several years of involvement in supporting the society as part of programs and projects in the area of corporate social responsibility and through the activities conducted by the “Your Opportunity ” Śnieżka Foundation.
On December 31, 2019, the Company employed 793 employees (773 at the end of 2018), which accounted for nearly 57.58% of the entire Group's team.
Śnieżka Ukraina Sp. z o.o. with its seat in Bocsa in Hungary was established in 1998.
On December 31, 2019, the company's share capital amounted to HUF 56,500 thousand and was not subject to change compared to February 11, 2019, i.e. the day on which FFiL Śnieżka SA concluded an agreement to acquire 80% of its shares.
Poli-Farbe Vegyipari Kft. is a company with an established position in the sector of decorative paints for internal purposes in Hungary, which has one of the most recognizable paint brands on the market in its portfolio. The company is also a producer of thermal insulating systems, enamels and wood preservatives. The Poli-Farbe product range includes: interior decorative water-borne paints, enamels, products for the protection, decoration and maintenance of wood, facade paints, primers, insulation systems, as well as putties.
The leading brands in the company's portfolio are: Poli-Farbe, Platinium, Intaller, Cellkolor and Boróka.
The company sells its products primarily through wholesalers, retail outlets and a DIY networks such as: Obi, Bauhaus, Tesco, Auchan and Kika.
Poli-Farbe Vegyipari Kft. has two subsidiaries that conduct commercial activities in Romania and Slovakia. On December 31, 2019, Poli-Farbe Vegyipari Kft. employed 256 employees (261 including employees of its subsidiaries). June 30, 2019 (i.e. as at the date of publication of the first consolidated periodic report after the Hungarian company joined the Group, which was held in May 2019), Poli-Farbe employed respectively: 262 and 267 employees.
Śnieżka Ukraina Sp. z o.o. with its seat in Yavoriv was established in 1999.
On December 31, 2019, the Company's share capital amounted to UAH 415,7 thousand and was not subject to change compared to the end of 2018.
Śnieżka-Ukraina is a producer of paints and putties, as well as one of the leaders in the production of paints in Ukraine. Its products are sold under the Śnieżka and Otto Farbe brands.
The company is the main distributor of FFIL ŚNIEŻKA SA’s products on the local market. The Company sells products mainly through wholesalers, retail outlets and local DIY networks such as Epicentr, Nowa Linia, (Ukrainian entities) and Leroy Merlin (foreign entity).
On December 31, 2019, the Company employed 208 employees (213 at the end of 2018).
Śnieżka-BelPol Sp. z o.o. with its seat in Zhodino near Minsk was established in 2003. On December 31, 2019, the company's share capital amounted to BYN 293,9 thousand and was not subject to change compared to the end of 2018.
Śnieżka-BelPol Sp. z o.o. is a significant manufacturer of putties, paints and varnishes on the Belarusian market with a predominant position in the segment of putties. It sells its products under the Śnieżka brand via wholesale stores, DIY chains and retail outlets.
On December 31, 2019, the Company employed 46 employees (53 at the end of 2018).
TM Investment Sp. z o.o. with its seat in Warsaw was established in 2010.
As at December 31, 2019 the company’s share capital amounted to PLN 168,558 thousand.
The scope of activities of TM Investment Sp. z o.o. is:
At the end of 2019 the company employed 7 employees, the same number as year before.
Radomska Fabryka Farb i Lakierów SA was established in 1995.
Radomska Fabryka Farb i Lakierów SA („Rafil”) is a company that specializes in the production of anticorrosive undercoats and topcoats for heavy-duty anticorrosion application in the heavy industry. It also produces alkyd, polyvinyl, polyurethane, epoxy and heat-resistant systems. Currently, it is one of the most recognizable brands in its industry in Poland.
The company also manufactures products for a wide range of customers. Rich in colour, tailored to private recipients’ needs, they are produced following the same standards and recipes as highly specialized industrial paints. The most recognized brands by sellers and customers are as follows: Radach, Betonmal, “Gruntoemalia na rdzę”. Rafil's products are sold through a distribution network consisting of wholesalers and contractors from all over the country.
In 2019, the restructuring activities were continued at Radomska Fabryka Farb i Lakierów SA aimed at optimizing costs (including purchase costs of raw materials and employee costs). The company is also working on changing the product portfolio and introducing automation and computerization of the processes.
As at December 31, 2019 the company’s share capital amounted to PLN 4,104 thousand and consisted of 4,101,580 shares of a nominal value of PLN 1.00 each. On December 31, 2019, the company employed 62 employees (66 at the end of 2018).
Cooperation with related entities also applies to Plastbud Sp. z o.o. in Pustków, which manufactures Colorex pigment pastes and dyestuffs for Śnieżka’s colour systems. Plastbud Sp. z o.o. is a supplier of some raw materials and goods.
7
production facilities
15
export markets in 2019
| Name | Seat | Scope of activity | Consolidation (and % in the share capital) |
|---|---|---|---|
| Poli-Farbe Vegyipari Kft. |
Węgry Bócsa III. kerület 2. |
manufacture of paints, enamels, insulation systems, putties etc., wholesale and retail sales of construction materials | Full consolidation (80.00%) |
| Śnieżka-Ukraina Sp. z o.o. |
Ukraine Jaworów ul. Prywokzalna 1A |
manufacture of paints, varnishes, solvents, mortars, putties etc., wholesale and retail sales of construction materials | Full consolidation (83.48%) |
| Śnieżka-BelPol Sp. z o.o. |
Belarus Żodino, ul. Dorożnaja 3/1 |
production of putties and preservatives | Full consolidation (100%) |
| TM Investment Sp. z o.o. |
Warszawa Al. Jana Pawła II 23 |
management of trademarks | Full consolidation (100%) |
| Radomska Fabryka Farb i Lakierów SA |
Radom ul. Czarna 29 |
manufacture and sales of anti-corrosive products | Full consolidation (91.50%) |
| Plastbud Sp. z o.o. | Pustków 164 b | manufacture of Colorex pigment pastes and dyestuffs for Śnieżka’s colour systems, a supplier of some materials and goods for the Group | MEquity method (10.07%) |