in the right direction

Transcription

1 ANNUAL REPORT 214

2 CONTENTS 1. BASIC DATA ABOUT THE COMPANY COMPANY ORGANS 3 3. COMPANY PROFILE KEY ECONOMIC DATA ORGANISATION AND MANAGEMENT SYSTEM REPORT OF THE BOARD OF DIRECTORS ON BUSINESS CONDUCT OF NH - TRANS, SE IN THE YEAR REPORT ON COMPANY S PROPERTY REPORT OF THE SUPERVISORY BOARD ON ACCOUNTING AND FINANCIAL STATEMENTS REVISION INDEPENDENT AUDITOR S REPORT EXPECTED DEVELOPMENT OF THE COMPANY, TARGETS AND PLANS IN THE YEAR FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS REPORT ON RELATIONSHIPS BETWEEN RELATED PARTIES CONTACTS

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4 Annual Report BASIC DATA ABOUT THE COMPANY NH - TRANS, SE was established in the year The core business activity is domestic and international forwarding. During its operation, the company has gathered rich experience and at the present time the company belongs to the significant Czech and Middle European forwarding companies. Name, registered office and identification of company: Company NH - TRANS, SE... Registered office: Poděbradova 28, Ostrava 1, Establishment: Legal form: European Company... Registration: Commercial Register, Regional Court in Ostrava, file H, rider 1... Company registration No.: Tax identification No.: CZ Registered capital: 5.. CZK 2. COMPANY ORGANS Composition of statutory organs of NH - TRANS, SE as to December 31, 214: Position Name Board... of Directors Chairman Aleš Němčík... Member Anna Molnárová... Member Oldřich Struminský... Supervisory... Board Chairman Peter Malec... Member Zdeněk Trojek Member Ľubomír Loy Shareholder s structure of NH - TRANS, SE as to December 31, 214: Company Registered office Registered capital in % ARZU VENTURES LIMITED 4 Naxou Street, 17 Nicosia, Kypr 1 3

5 NH - TRANS in the right direction 3. COMPANY PROFILE NH - TRANS, SE offers complex forwarding and logistic services covering the whole world. Company mainly focuses on rail and sea transports, but specialises also on transport of heavy and oversized consignments. Company NH - TRANS, SE offers: Complex forwarding services - rail transportation - sea transportation - road transportation - river transportation - transportation of heavy and oversized consignments - reloading of goods in European ports - reloading of goods from broad-gauged to standard-gauged wagons - customs services Renting of rail cars - more than 9 rail cars Qualified consultancy Complexity of rendered services is ensured by close co-operation with our subsidiary Ostravská dopravní společnost, a.s., which is licensed to carry out rail transportation in the Czech Republic as well as abroad and has a private locomotive fleet. NH - TRANS, SE and membership: - member of the Association of Forwarding and Logistics of the Czech Republic - associated member of International Federation of Freight Forwarders Associations FIATA NH - TRANS, SE and its subsidiaries: Czech Republic share in % Ostravská... dopravní společnost, a. s. 8. NH... - TRANS Travel Agency s. r. o Abroad VIATOR VEKTOR TIR, d. o. o. bankrupt 28. (only subsidiaries over 1 %) 4

6 4. KEY ECONOMIC DATA Commodity ore, slag iron and raw material fuels, coal, coke, tar dolomite, lime, lime stone, sand organic and inorganic chemicals others Transported volumes (in thousand tons) Revenues from transports (in CZK thousand) Total volumes transported in years (in thousand tons) Commodity shares on total volumes transported in % ore, slag 23% iron and raw material 13% organic and inorganic chemicals 1% fuels, coal, coke, tar 9% dolomite, lime, lime stone, sand 2% others 5

7 NH - TRANS in the right direction Development of financial data Total... assets Fixed... assets Inventories Long-term... receivables Short-term... receivables Current... financial assets Other assets Total liabilities Equity Not-own... capital Other... liabilities Total revenues Revenues from merchandise, own products, services, incl. capitalisation Total expenses Profit before tax Profit Employees (number) (CZK thousand) 6

8 5. ORGANISATION AND MANAGEMENT SYSTEM Organisational Structure (as to December 31, 214) GENERAL MEETING SUPERVISORY BOARD BOARD OF DIRECTORS BOARD OFFICE PROJECT MANAGEMENT OFFICE COMMERCIAL DEPARTMENT LOGISTIC DIRECTOR FINANCIAL DEPARTMENT STRATEGY DIRECTOR FORWARDING DEPARTMENT BACK OFFICE LOGISTIC DEPARTMENT ECONOMIC DEPARTMENT Quality management: In order to enhance quality of rendered services the company decided to introduce and develop quality management system according to ISO 91:2. That target was reached in 1997 when company was certified in Quality Management System (QMS) for the quality services rendered to business partners. Since that time, 5 recertifying audits have already been carried out by the company Bureau Veritas Certification Czech Republic according to ČSN EN ISO 91:2. 7

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10 Annual Report REPORT OF THE BOARD OF DIRECTORS ON BUSINESS CONDUCT OF NH - TRANS, SE IN THE YEAR 214 Another year of operation is over and we as the company NH - TRANS, SE are pleased to say that the year 214 was a successful year. The data on financial results contained in the Annual Report and results of transported tons clearly show that we managed to maintain the share on the market in the last year. We fulfilled all our obligations to our clients and business partners, our shareholders, employees as well as to other parties involved in our business. Fight for tons once again was extremely difficult. We took part in many important competitive bidding procedures and, should we evaluate results of individual commodities, then we could find positive events but also some less promising. Due to the competitive struggle but also due to efforts of business partners to reduce transport costs, it is becoming increasingly difficult to keep sales margins. However, thanks to the implementation of a number of spot shipments in various commodities we managed to at least partially eliminate the unfavourable factors. Transports were realized to the full satisfaction of our clients, which we consider most important. In 214, we transported 6.95 million tons of goods and in comparison with the year 213, it represents an increase by.5 million tons. Given the situation on the transportation market and ever increasing competition, it is a clear success. The largest portion of the transported commodities was the iron ore, iron and steel products, chemicals and solid fuels. The Investment Program of the company in 214 included in the approved Business Plan focused mainly on improvement of the own rail cars fleet and other assets, thus supporting the achievement of the targets of NH - TRANS, SE. In flat wagons, there was a technical improvement implemented in the form of constituent assembly for containers fixation and in order to achieve a maximum adaptation of rail cars fleet to the needs of the market, the wagon fleet was accompanied by a group of leased rail cars. In order to do business in this area, our company defended in 214 the ECM Certificate (Entity in Charge of Maintenance) under the European Directive 24/49/EC and EU Regulation No. 445/211, which meets the requirements of the European legislation for authorization to continue operating railway cars within the European network. The supervisory audit of the quality management system ISO 91:28 took successfully place in our company. We are aware that our clients will increasingly seek optimal and at the same time more efficient logistics solutions. In an effort to maintain a high standard of services we broadened our activities by coal storage at the end of last year. On the basis of experience gained and our clients demand we work on further development in this area. Last year, in the context of streamlining internal processes and increasing of quality processes from the purchase to payment, we launched a project to implement electronic work flow and guaranteed digital archive. This solution also leads to costs reduction associated with sending of accounting documents and will have a positive impact on the living environment. At the same time, we constantly strive to invest in the professional development of our employees and apart from specialized technical trainings also the language training of our employees continued, like in previous years. The market situation is developing dynamically, but our company showed again last year that it manages to respond flexibly to this development and changes that come with it. We believe that we will stand the test also in the following years. Positive results of the year 214 reflect hard work of all employees, to whom we wish to express our gratitude. Our sincere acknowledgement for trust and cooperation belongs also to all our clients, business partners and shareholders. Board of Directors of the company 9

11 NH - TRANS in the right direction 7. REPORT ON COMPANY S PROPERTY Company showed total net assets in the amount of CZK 58,164 thousand as to December 31, 214. Compared with the previous period, there was an increase by CZK 16,48 thousand. Fixed assets were in the net amount of CZK 67,941 thousand as to December 31, 214. If compared with the previous period, its value decreased by CZK 6,567 thousand. Tangible fixed assets were acquired at the acquisition costs of CZK 3,227 thousand in the year 214, and assets were disposed off at the acquisition costs of CZK 5,749 thousand. Fixed assets depreciation was CZK 1,93 thousand in the year 214. Current assets were in the amount of CZK 479,734 thousand as to December 31, 214, thus experiencing an inter-annual increase by CZK 16,517 thousand. That increase was caused primarily by increase in volumes in short-term financial assets by CZK 55,75 thousand and by decrease in volumes of short-term receivables by CZK 37,415 thousand. Equity of the company was in the amount of CZK 317,25 thousand as to the date of closing of accounts. Despite the dividend pay-out in 214, the attained financial result for the accounting period of the year 214 led to the inter-annual increase by CZK 31,137 thousand. Not-own capital was in the amount of CZK 245,614 thousand, thus showing the inter-annual decrease by CZK 25,874 thousand, mainly due to drop in short-term liabilities by CZK 41,582 thousand. However, the bank loans were increased by CZK 1,474 thousand and reserves increased inter-annually by CZK 5,234 thousand. 1

12 8. REPORT OF THE SUPERVISORY BOARD ON ACCOUNTING AND FINANCIAL STATEMENTS REVISION Supervisory Board of company NH - TRANS, SE in the year 214 exercised its powers and fulfilled its tasks in compliance with applicable legislation, Statutes of NH - TRANS, SE, its Rules of Procedure and valid contractual stipulations. It supervised the conduct of the Board of Directors when performing the business activity of the company and approved of decisions adopted by the Board of Directors and management of the company. Board of Directors of NH - TRANS, SE provided the Supervisory Board with information and materials requested or laid down by law in order for the Supervisory Board to exercise its control. Board of Directors participated in all meetings and continuously informed the Supervisory Board especially on business activities, financial results and adopted measures. Supervisory Board of NH - TRANS, SE discussed documents Report of the Board of Directors on business activity results and property of NH - TRANS, SE for the period from January 1, 214 to December 31, 214, Report on relationships between related parties for the period from January 1, 214 to December 31, 214, Independent Auditor s Report and checked Financial Statements of NH - TRANS, SE, for the period from January 1, 214 to December 31, 214, Consolidated Financial Statements of NH - TRANS, SE, for the period from January 1, 214 to December 31, 214, Annual Report and Proposal on Profit Distribution in NH - TRANS, SE, for the period from January 1, 214 to December 31, 214. Based on results of checking of the documents submitted by the Board of Directors and upon the auditor s checking of the Financial Statements, ordinary Consolidated Financial Statements and Annual Report at to December 31, 214, and the auditor s findings without reservations, the Supervisory Board recommends all the above-mentioned documents to be approved by the General Meeting of the company NH - TRANS, SE. Ostrava, April 14, 215 Peter Malec Chairman of the Supervisory Board 11

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18 Annual Report EXPECTED DEVELOPMENT OF THE COMPANY, TARGETS AND PLANS IN THE YEAR 215 Dynamic market development brings about constant changes and NH - TRANS, SE based on its professional experience is ready to seek further new solutions. The key factor is flexibility, thus the ability to find and realize suitable solutions as fast as possible, in order to fully satisfy our clients. Plans for the year 215 are based on desire to stabilize current businesses activities in individual commodities and to put maximum emphasis on portfolio expansion of our services and their added value, which should guarantee strengthening of the current position on the market and further company development in future. We believe that our company manages to vest its experience in opportunities that come along, to defend its position of the key supplier of logistics and forwarding services at our current partners and at the same time to develop new as well as already launched projects. Given the growing strength of competitors, our company will endeavour to seek new trends and investment. Reflecting the needs of our clients, our company wishes to continue in the year 215 in the investment activities directed primarily in the fleet, namely in purchase of new rail cars, but also in the reconstruction of existing rail cars, further we will invest in gaining more storage options and we will focus on improving quality of forwarding and logistics cooperation with clients. Based on feedback from business partners, we conclude that our company is heading the right direction and if we manage to keep pace with our competitors and efficiently utilize capacity we have, it is then realistic to achieve company targets. 17

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20 Annual Report FINANCIAL STATEMENTS Financial Statements as of December 31, 214 NH - TRANS, SE Poděbradova 28, 72 Ostrava 1 Registration No.: IČ Drawn up on 19 February 215, Ostrava prepared by: Monika Barglová Chief Accountant approved by: Anna Molnárová Member of the Board of Directors signed by: Aleš Němčík Chairman of the Board of Directors Anna Molnárová Member of the Board of Directors 19

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22 Annual Report 214 in CZK thousand, as of BALANCE SHEET Gross Adjustment Net Net Net TOTAL ASSETS A. Receivables for subscribed capital B. Fixed assets B. I. Intangible fixed assets B.... I. 1. Start-up costs Intangible results of research and development Software Valuable rights Goodwill 6. Other intangible fixed assets 7. Intangible fixed assets in progress Prepayments made for intangible fixed assets B. II. Tangible fixed assets B. II. 1. Land Structures Individual movable things and groups of movable things Orchards and vineyards 5. Adult animals and their groups 6. Other tangible fixed assets 7. Tangible fixed assets in progress 8. Prepayments made for tangible fixed assets 9. Valuation adjustments to acquired assets B. III. Long-term financial assets B. III. 1. Shares in controlled entities Shares in accounting units under significant influence 3. Other long-term securities and shares 4. Loans and borrowings - controlled or controlling entities, substantial influence 5. Other long-term financial assets 6. Long-term financial assets in progress 7. Prepayments made for long-term financial assets C. Current assets C. I. Inventory C. I. 1. Material Work in progress and semi-finished products 3. Products 4. Young and other animals and their groups 5. Goods 6. Prepayments made for inventory C. II. Long-term receivables C. II. 1. Trade receivables 2. Receivables - controlled or controlling entities 3. Receivables - significant influence 4. Receivables from partners 5. Long-term prepayments made 6. Estimated receivables 7. Other receivables 8. Deferred tax receivable C. III. Short-term receivables C. III. 1. Trade receivables Receivables - controlled or controlling entity 3. Receivables - significant influence 4. Receivables from partners 5. Social security and health insurance 6. State - tax receivable Short-term prepayments made Estimated receivables Other receivables C. IV. Short-term financial assets C. IV. 1. Cash Cash in bank Short-term securities and shares 4. Short-term financial assets in progress D. I. Accruals D. I. 1. Deferred expenses Complex deferred expenses 3. Accrued revenues

23 NH - TRANS in the right direction in CZK thousand, as of TOTAL LIABILITIES AND EQUITY A. Equity A. I. Registered capital A. I. 1. Registered capital Own shares and equity participations 3. Changes in the registered capital A. II. Share premium A. II. 1. Share premium Other capital funds Valuation difference from revaluation of assets and liabilities Valuation differences from revaluation at corporation transformation 5. Differences from corporation transformation 6. Differences from valuation at corporation transformation A. III. Retained earnings funds A. III. 1. Reserve fund Company and other funds A. IV. Retained earnings or accumulated losses of prior periods A. IV. 1. Retained earnings of prior periods Accumulated loss of prior periods 3. Other profit or loss of prior periods A. V. 1. Profit or loss for the current period (+/-) Decision regarding advances on shares in profit B. Liabilities B. I. Reserves B. I. 1. Reserves under special legislation Reserves for pensions and similar liabilities 3. Income tax reserve 4. Other reserves B. II. Long-term liabilities B. II. 1. Trade payables 2. Liabilities - controlled or controlling entity 3. Liabilities - substantial influence 4. Payables to partners 5. Long-term prepayments received 6. Bonds issued 7. Long-term notes payable 8. Estimated payables 9. Other payables 1. Deferred tax liability B. III. Short-term liabilities B. III. 1. Trade payables Liabilities - controlled and controlling entity 3. Liabilities - substantial influence 4. Payables to partners 5. Payables to employees Social security and health insurance payables State - tax payables and subsidies Short-term prepayments received 9. Bonds issued 1. Estimated payables Other payables B. IV. Bank loans and borrowings B. IV. 1. Long-term bank loans Short-term bank loans Short-term borrowings C. I. Accruals C. I. 1. Accrued expenses Deferred revenues

24 in CZK thousand, as of PROFIT AND LOSS ACCOUNT I. Sales of goods A. Costs of goods sold + Gross margin II. Performance II. 1. Sales of own products and services Change in internally produced inventory 3. Capitalisation B. Consumption related to performance B. 1. Consumed material and energy B. 2. Services Value added C. Personnel costs C. 1. Payroll costs C. 2. Remuneration to members of corporation organs C. 3. Social security and health insurance costs C. 4. Social costs D. Taxes and charges E. Depreciation of intangible and tangible fixed assets III. Revenue from sale of fixed assets and material III. 1. Revenue from sale of fixed assets Revenue from sale of material 32 F. Net book value of fixed assets and material sold F. 1. Net book value of fixed assets sold Material sold 32 G. Change in reserves and adjustments relating to operating activities and complex deferred expenses IV. Other operating income H. Other operating expenses V. Transfer of operating income I. Transfer of operating expenses * Operating profit or loss VI. Revenues from sale of securities and shares 2 J. Securities and shares sold VII. Revenues from long-term financial assets VII. 1. Revenues from shares in controlled entities and accounting units under substantial influence Revenues from other long-term securities and shares 3. Revenues from other long-term financial assets 1 87 VIII. Revenues from short-term financial assets K. Costs of financial assets IX. Revenues from revaluation of securities and derivates L. Costs of revaluation of securities and derivates M. Change in reserves and adjustments relating to financial activities X. Interest income N. Interest expenses XI. Other financial income O. Other financial expenses XII. Transfer of financial income P. Transfer of financial expenses * Financial profit or loss Q. Income tax on ordinary activities Q due deferred ** Profit or loss from ordinary activites XIII. Extraordinary income R. Extraordinary expenses S. Income tax on extraordinary activities S due 2. - deferred * Extraordinary profit or loss T. Transfer of profit or loss to partners (+/-) *** Profit or loss for the current accounting period (+/-) **** Profit or loss before tax (+/-)

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26 Annual Report 214 Notes to Financial Statements as of December 31, 214 NH - TRANS, SE Accounting Unit Drawn up on 19 February 215, Ostrava prepared by: Monika Barglová Chief Accountant approved by: Anna Molnárová Member of the Board of Directors signed by: Aleš Němčík Chairman of the Board of Directors Anna Molnárová Member of the Board of Directors 25

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28 Annual Report 214 Contents 1. Basic Principles for Preparation of Financial Statements Company Description General Accounting Principles Intangible Fixed Assets Tangible Fixed Assets Long-term Financial Assets Inventory Receivables Received Loans Financial Leasing Exchange Rate Operations Expense and Revenue Recognition Due and Deferred Tax Fixed Assets Intangible Fixed Assets Tangible Fixed Assets Long-term Financial Assets Inventory Receivables Short-term Financial Assets Accruals Adjustments Equity Reserves Payables Long-term Bank Loans Accruals Income Tax Deferred Tax Leasing Liabilities not Shown in Balance Sheet Operating Income Consumption Related to Performance Personnel Costs Bonuses to Members of Board of Directors and Supervisory Board Transactions with Companies Forming the Group Cash Flow Important Events after the Date of Financial Statements

29 NH - TRANS in the right direction 1. Basic Principles for Preparation of Financial Statements The accompanying Financial Statements were prepared in compliance with Act No. 563/1991 Coll., on Accounting, as amended, Regulation No. 5/22 Coll., providing for Implementation of some Provisions of the Act on Accounting, as amended, and Czech Accounting Standards for Businessmen. The Financial Statements were prepared under the historic prices concept. All figures are given in CZK thousand, unless stated otherwise. 2. Company s Description Name of the company: NH - TRANS, SE Establishment: Legal... form: Societas Europea Registration:... Commercial Register, Regional Court in Ostrava, file H, rider 1 Registered... office: Poděbradova 28, Ostrava 72 Company registration number: The core business activity of the company is domestic and international forwarding. Entities participating by 2 % and more on the registered capital as of December 31, 214: Name of the company Registered office Registered capital in % ARZU VENTURES LIMITED 4 Naxou Street, 17 Nicosia, Cyprus 1 Composition of the company bodies as of December 31, 214: Position Name Membership Appointment... Board of Directors Chairman Aleš Němčík Member Anna Molnárová Member Oldřich Struminský Supervisory Board Chairman Peter Malec Member Zdeněk Trojek Member Ľubomír Loy

30 3. General Accounting Principles Company used the following valuation methods when preparing Financial Statements of the year 214, respectively 213: 3.1. Intangible Fixed Assets Intangible fixed assets are valued at the acquisition costs that include purchase costs and costs connected with acquisition. The cost of improvements per asset exceeding 6 ths CZK incurred in the respective taxable period increases the acquisition cost of the particular intangible fixed asset. If it is to the contrary, such costs are expensed in line with the Internal Directive U-8. The accounting unit expenses costs of common repairs and maintenance. Low-value intangible assets under 6 ths CZK are valued at acquisition costs and expensed as single lump-sum depreciation. 3.2 Tangible Fixed Assets Tangible fixed assets are valued at the acquisition costs that include purchase costs, freight, storage, assembly cost, customs duty and other costs related with acquisition. Interests, exchange rate differences and other financial costs incurred during the acquisition of tangible fixed assets are not included in the acquisition costs. Tangible fixed assets acquired gratuitously are valued at replacement costs ascertained upon the expert s report and are credited to Other Capital Funds account. The cost of improvements per asset exceeding 4 ths CZK incurred in the respective taxable period increases the acquisition cost of the particular tangible fixed asset in compliance with the Internal Directive U-8. If it is to the contrary, such costs are expensed. The accounting unit expenses costs of common repairs and maintenance. Low value tangible assets of less than 4 ths CZK are valued at acquisition costs and expensed as single lump-sum depreciation. Accounting depreciation is calculated from the acquisition costs and the expected useful life of a particular asset. Accounting depreciation is determined individually for each asset with regard to its useful life and is recorded together with the Protocol on Asset Capitalisation. The accounting unit recognizes different value of accounting and tax depreciation Long-term Financial Assets Shares / ownership interests of companies forming a group are valued at the purchase cost. If there is a drop in their value, the difference is considered as temporary value impairment. Fair value of the ownership interests is stated on the basis of the submitted financial statements by comparing equity and registered capital. If the difference between the equity and the registered capital is negative or provided the accounting units fail to submit their financial statements, the accounting unit records an adjustment for financial assets, thus observing the principle of precaution. Ownership interests in foreign companies are translated using the Czech National Bank s exchange rate of December Inventory Purchased inventory is valued at acquisition costs using the weighted arithmetic average method and revaluation differences. Acquisition costs of inventory include purchase cost and costs connected with acquisition (freight, customs duty, commission etc.) Inventory is recorded by the posting method A. If the accounting unit finds out at the closing of accounts that the acquisition cost of inventory is lower than its selling price, inventory is revalued by means of an adjustment to its lower value at closing of accounts. 29

31 NH - TRANS in the right direction 3.5 Receivables Receivables are recognised at their nominal value. The nominal value of overdue receivables may be reduced to their fair value by means of adjustments that are expensed. On creation of adjustments to overdue receivables it is acted in compliance with the Internal Directive U Received Loans Short-term and long-term loans are recognised at their nominal value. Credit line granted as a part of the current bank account is shown in the loans according to the due date. 3.7 Financial Leasing Accounting unit expenses the leasing instalments. Leased assets are capitalised when the financial leasing finishes and the redemption right of the particular asset may be exercised. Leasing instalments paid in advance would be accrued if the accounting unit had any. 3.8 Exchange Rate Operations Intangible and tangible fixed assets acquired in foreign currencies are translated into Czech crowns using the monthly exchange rate promulgated by the Czech National Bank (ČNB) as of the first working day of the respective month in which the asset is acquired. Long-term financial assets, receivables and liabilities in foreign currencies are translated at the time of their formation into Czech crowns using the fixed monthly exchange rate promulgated by the ČNB as of the first working day of the month. As of December 31 they are translated using the last exchange rate promulgated by the ČNB in the respective accounting period. Exchange rate gains and losses are credited or expensed in the current year. 3.9 Expense and Revenue Recognition Observing the accruals principle, revenues and expenses are recognised in the period in to which they relate and in which they are incurred. Exceptions to that principle are indicated in the Internal Directive U-6. Observing the principle of precaution, the company expenses the creation of reserves and adjustments for coverage of risks, losses and impairment known as to the date of Financial Statements preparation. 3.1 Due and Deferred Tax Due income tax is computed by means of the applicable tax rate from the accounting profit increased or decreased by permanent or temporary non tax-deductible costs and non-taxable income (e.g. creation and recognition of other reserves and adjustments, difference between accounting and tax depreciation etc.) Deferred tax is computed in companies forming a group or in companies that prepare financial statements in full scope. The deferred tax is based on differences that arise due to different accounting and tax approach to items recognised in the accounting. The deferred tax is a product of the said difference and income tax rate applicable in the period in which the deferred tax is to be declared. The company recognises deferred tax receivable as of December 31,

32 4. Fixed Assets 4.1 Intangible Fixed Assets As of Additions Disposals As of Additions Disposals As of Acquisition costs Start-up... costs Research... & development Software Valuable... rights Goodwill... Other Work... in progress Prepayments... made Total As of Additions Disposals As of Additions Disposals As of Accumulated depreciation Start-up costs Research... & development Software Valuable... rights Goodwill... Other Total Netto Netto Net book value Start-up... costs Research... & development Software Valuable... rights Goodwill... Other... Work... in progress Prepayments... made Total Accounting depreciation is calculated from the acquisition costs and the number of years of an asset s expected useful life. Accounting depreciations are determined individually for each asset respecting its useful life. Asset capitalisation is recorded on the basis of the Protocol on Asset Capitalisation in the month in which the particular asset was capitalised. In the year 214 a technical improvement of the forwarding system Newsped was carried out, in the year 213 a new accounting software SAP was capitalised. Valuable rights are depreciated at the time of intangible fixed asset capitalisation in compliance with laws applicable at the time of the particular asset capitalisation. Total amount of low value intangible assets at the acquisition costs not shown in the balance sheet is CZK 924 thousand and CZK 1,89 thousand as of December 31, 214 and 213 respectively. 31

33 NH - TRANS in the right direction Tangible Fixed Assets As of Additions Disposals As of Additions Disposals As of Acquisition costs Land Structures Separate... movable things out of which machinery out of which stationery Other... Work... in progress Prepayments... made Revaluation differences to acquired assets Total As of Additions Disposals As of Additions Disposals As of Accumulated depreciation Land... Structures Separate... movable things out of which machinery out of which stationery Other... Revaluation differences to acquired assets Total Netto Netto Net book value Land Structures Separate... movable things out of which machinery out of which stationery Other... Work... in progress Prepayments... made Revaluation differences to acquired assets Total Accounting depreciation is calculated from the acquisition costs and the expected useful life of a particular asset. The expected life is determined individually with respect to the nature of each asset. Depreciation of tangible fixed assets expensed in the year 214 and 213 amount to CZK 1,93 thousand and CZK 6,916 thousand respectively. Total amount of low-value tangible assets at acquisition costs not shown in the balance sheet is CZK 4,845 thousand and CZK 4,628 thousand, as of December 31, 214 and 213 respectively. The company creates reserves for repairs of tangible fixed assets (see Section 11). Their creation depends on the expected costs of repairs and time span between creation of the reserve and realisation of repair.

34 4.3 Long-term Financial Assets Shares controlled entity Value of the share in the company Ostravská dopravní společnost, a.s. was not revalued to the value of equity due to the principle of precaution. Current period as of Interest Interest Equity Share in Gain/ Company Registered office CZK thousand in % equity loss NH - TRANS Travel Agency s.r.o. Tyršova 6, Ostrava Ostravská dopravní společnost, a.s. U Tiskárny 616/9, 72 Ostrava Interests in total Previous period as of Interest Interest Equity Share in Gain/ Company Registered office CZK thousand in % equity loss NH - TRANS Travel Agency s.r.o. Tyršova 6, Ostrava Ostravská dopravní společnost, a.s. U Tiskárny 616/9, 72 Ostrava Interests in total Shares in accounting units under substantial influence In 214, the share in the company VIATOR VEKTOR TIR d.o.o. was cancelled due to termination of the bankruptcy proceedings in that company. Previous period as of Interest Interest Company Registered office CZK thousand in % VIATOR VEKTOR TIR d.o.o., bankrupt Dolenjska cesta 244, Ljubljana Interests in total 67 The company did not enter into any contract to control with any of its subsidiaries. Long-term loans and borrowings controlled and controlling entity, substantial influence In the year 214, no long-term loan nor borrowing was granted. 33

35 NH - TRANS in the right direction 5. Inventory Valuation of the dispensable and unusable inventory is reduced to the selling price by means of adjustments, which are stated in the correction column in the accompanying Balance Sheet. Adjustments are determined upon assessment of the inventory obsolescence by the company management. The accounting unit did not create adjustments to inventory in the year Receivables Trade receivables according to due dates Within due date Overdue till and more Total Receivables overdue 5 years and more amount to CZK 5,22 thousand as of December 31, 214 and CZK 168 thousand as to December 31, 213. The accounting unit creates and expenses adjustments to unpaid overdue receivables. The adjustments to individual receivables are created upon assessing their risks and enforceability. As to the day of book closing, the adjustments to trade receivables amounted CZK 7,618 thousand, and CZK 22,737 thousand as to December 31, 213. Adjustments are stated in the Balance Sheet in the correction column. Their overview is given in the Section 9 of this Notes. The company wrote off into expenses receivables in the amount of CZK 329 thousand due to their irrecoverability in the year 214; and did not write off any receivable in the year 213. Receivables serving as pledge or guarantee The accounting unit did not have any receivables pledged to bank institutions in the year 214, respectively in 213. Estimated receivables and payables The accounting unit created estimated receivables, which refer to the anticipated amount of sales of transportations realized in 214 in the value of CZK 1,57 thousand and revenues from operating activities in the value of CZK 1,33 thousand. Estimated receivables for the year 213 amounted to CZK 1,679 thousand (anticipated amount of revenues from transportation). Estimated payables create expenses for realized transportation in 214 in the expected amount CZK 16,461 thousand and expenses from operating and financial activities in the amount of CZK 147 thousand. Estimated payables for the year 213 amounted to CZK 7,56 thousand (anticipated expenses from transportation) and expenses from operating and financial activities amount to CZK 18 thousand. 34

36 7. Short-term Financial Assets Short-term financial assets include cash, means on current bank accounts and value of vouchers. Financial means (in foreign currencies translated using the ČNB exchange rate promulgated as of December 31, 214) amounted to CZK 95,42 thousand, and CZK 4,345 thousand in the year 213. The company has credit lines and short-term bank credit contracts at the following bank institutions in the amount: Bank The total credit limit Currency out of which overdraft Currency HSBC Bank, plc 19 CZK 19 CZK CITIBANK, a.s. 3 CZK 1 CZK KB, a.s. 5 CZK 2 CZK The accounting unit did not draw any operating funding as to December 31, 214 and as to December 31, Accruals Deferred expenses include especially transport costs, repairs of wagons, promotion, magazine subscriptions, software update, purchase of highway vignettes, and they are expensed into the period to which they relate. Accrued revenues include revenues from transports and they are credited to incomes of the year

37 NH - TRANS in the right direction Adjustments Adjustments represent a temporary impairment in value of assets and are described in greater detail in Sections 4, 5, and 6 of this Notes. Statutory adjustments are created in compliance with Act No. 593/1992 Coll., providing for Reserves for Computing the Income Tax Base, as amended. As of Additions Disposals As of Additions Disposals As of Adjustments Intangible... fixed assets Tangible... fixed assets Intangible... fixed assets in progress Tangible... fixed assets in progress Prepayments... made Long-term... financial assets Fixed _ assets in total Material... Work... in progress Semi-finished... products Products... Goods... Inventory in total Securities Long-term... trade receivables Other... long-term receivables Long-term receivables in total Short-term... trade receivables State... - tax receivable 3 3 Other... short-term receivables Short-term receivables in total Adjustments in total Changes in the increases and decreases of adjustments to receivables are caused by a monthly creation of adjustments to overdue receivables in compliance with accounting directive. 1. Equity Registered capital of the accounting unit is formed by shares of nominal value CZK 5, thousand. All securities are ordinary, registered shares in certificates. Transferability of shares is subjected to prior approval of the General Meeting. Number of shares Nominal value of a share , CZK ,94 CZK 6 1 CZK

38 As of Additions Disposals As of Additions Disposals As of Equity Capital... registered Capital not registered Subtotal Securities and interests Total Share... premium Other... capital funds Differences from revaluation of assets and liabilities Differences... from revaluation at transformation Reserve... funds Profit... from prior periods Loss... of prior periods Profit (loss) of current period Equity _ in total Reserve fund was created in the previous accounting periods in the amount provided for by law and the accounting unit does not contribute in it anymore. Upon the General Meeting s decision held in May 26, 214, the attained profit of the year 213 in the amount of CZK 74,12 thousand together with a part of the retained earnings of prior periods in the amount of CZK 61,988 thousand was paid out as a dividend to the shareholder in the total amount of CZK 136 million. The General Meeting further approved that a part of the retained earnings of prior periods in the amount of CZK 42,823 thousand to be used for settlement of other capital funds and approved the ordinary and consolidated financial statements of the year Reserves Company creates reserves for repairs of wagons, which are in its ownership, and a reserve for untaken leave. In compliance with the Act on Reserves, statutory reserves were created for anticipated repairs of the property in the following years. Other reserves are created and used upon the discretion of the company. Other reserves for repairs of wagons are created for the anticipated compulsory repairs. Their level is determined upon price calculation of costs of repairs for particular wagon series. Balance in the account of internal reserves shows reserve for untaken leave of the year 214. As of Creation Utilization As of Creation Utilization As of Reserves Repairs... - wagons Repairs - constructions Total reserves created according to special legislation Repairs... of wagons Internal reserves Other reserves Reserves _ in total

39 NH - TRANS in the right direction 12. Payables Trade payables according to due date Within due date Overdue under and more Total The accounting unit does not have any payables 5 or more years after due date. Payables to the state budget, social and health insurance Income... tax Other... taxes Social... security Health insurance Total The company does not have any overdue payables to the state budget, Czech Social Security Administration or health insurance companies. 13. Long-term Bank Loans In the year 214, the accountant unit drew a mid-term investment bank loan at ČSOB a.s. in the amount of CZK 2,625 thousand, payable in March 217, which bank loan the accounting unit used to finance the railway wagons renovation. The bank loan is secured by a lien on 5 railway wagons series FALS-z. In the year 213, company drew a mid-term investment bank loan at ČSOB a.s. in the amount of EUR 95 thousand, payable in October 218; company used the loan for the purchase of wagons. The loan is secured by a lien on 6 railway wagons series EAS. As of December 31, 214, the bank loans balance was CZK 35,659 thousand, out of which the amount to be paid back within one year was CZK 12,145 thousand. As of December 31, 213, the bank loan balance was CZK 25,185 thousand, out of which the amount to be paid back within one year was CZK 5,213 thousand. 38

40 14. Accruals Accrued expenses, estimated receivables and payables are expensed in the period to which they relate, and include especially freight costs; out of the operational costs there further belong transport insurance, travel insurance, services connected with operation of immovables and bank charges. Deferred revenues are, together with estimated receivables and payables, credited into revenues in the period to which they relate and include revenues from transportation and interests from forward transactions. 15. Income Tax Annual income tax estimation Gain + (loss -) before taxation Tax... imputables (+) Tax deductibles (-) Tax base Deductions... from tax base (-) Tax rate % 19 Income tax Deferred Tax as of Deferred tax Current period Payable Receivable Total Rate Receivable (+) / Payable (-) Difference in accounting and tax , net book value of tangible and intangible fixed assets... Adjustments to receivables , Reserves , Other , 6 Total as of Deferred tax Previous period Payable Receivable Total Rate Receivable (+) / Payable (-) Difference in accounting and tax , net book value of tangible and intangible fixed assets... Adjustments to receivables , Reserves , Other , 72 Total

41 NH - TRANS in the right direction 17. Leasing and Operating Lease In the year 214 the accounting unit did not entered into any leasing contract. In May 213, the leasing of 25 Res wagons finished. Liability arising from the leasing contracts was zero as to December 31, Payables not Shown in Balance Sheet The accounting unit does not have any payables not shown in balance sheet as of December 31, 214. In the year 21, NH - TRANS, SE paid instead of company Alpos Industrija kovinskih izdelkov in opreme d.d., registered office in Cesta Leona Dobrotinška 2, 323 Šentjur, Slovenia, registration No (hereinafter as Alpos ) a debt in the amount of EUR 216 thousand, arising from accession to obligation, to company NLB Factor, a.s. By this act, the obligation of NH - TRANS, SE was discharged and a new claim against company Alpos has arisen. That obligation of NH - TRANS, SE had not been shown in the balance sheet. Surety obligation of NH - TRANS, SE was secured by the pledge. The company Alpos is in bankruptcy. Claim against company Alpos was recognized by court and will be met from the proceeds from the sale of the pledge 19. Operating Income Sales of goods Total sales of goods... Sales of products and services... Revenues from transportations out of which Czech Republic out of which EU out of which non EU Revenues from renting Others Total sales of products and services Sale of tangible, intangible fixed assets, material Other operating income _ Total operating income

42 2. Consumption Related to Performance Consumed material Consumed energy Total consumed material and energy Repairs and maintenance Travelling expenses Representation costs Rents Other services Total consumed services Costs of audit required by law were CZK 39 thousand in the year 214. Other financial income and expenses Other financial expenses register foreign exchange losses in the amount of CZK 6,972 thousand and bank charges in the amount of CZK 352 thousand. Other financial income registers foreign exchange gains in the amount of CZK 8,663 thousand. 21. Personnel Costs Payroll costs Remuneration to members of company organs Social security and health insurance Other social security insurance 4 41 Social costs Total personnel costs Number of employees out of which executives 2 2 Personnel costs on executives Bonuses to Members of Board of Directors and Supervisory Board Board of Directors - life and pension insurance Supervisory Board - life and pension insurance Members of the Board of Directors together with Executives had cars at their disposal for business as well as private purposes in the year

43 NH - TRANS in the right direction 23. Transactions with Companies Forming the Group There were no mutual business relations between the company NH - TRANS, SE and the parent company. Overview of mutual business transactions among companies forming the group is shown in the following table: Expenses Revenues Expenses Revenues Company Operating activity... NH - TRANS Travel Agency s.r.o.... Ostravská dopravní společnost, a.s VIATOR VEKTOR TIR d.o.o. bankrupt Total Interests, bonuses, dividends... NH - TRANS Travel Agency s.r.o.... Ostravská dopravní společnost, a.s. 96 VIATOR VEKTOR TIR d.o.o. bankrupt Total 96 Others... NH - TRANS Travel Agency s.r.o Ostravská dopravní společnost, a.s VIATOR VEKTOR TIR d.o.o. bankrupt Total Operating activity section includes mutual transactions among companies in the area: Forwarding: Renting of wagons: Sale of air tickets: Ostravská dopravní společnost, a.s. Ostravská dopravní společnost, a.s. NH - TRANS Travel Agency s.r.o. Section Interests, bonuses and dividends contains dividends. Section Others shows mutual re-invoicing of services among companies: insurance, bonuses, remuneration for transport forwarding. 42

44 Balances of receivables and payables, loans and borrowings among companies forming the group (without long-term loans given in Section 4c) Receivables Payables Receivables Payables Company Long-term from business conduct... NH - TRANS Travel Agency s.r.o.... Ostravská dopravní společnost, a.s. VIATOR VEKTOR TIR d.o.o. bankrupt Total Short-term from business conduct... NH - TRANS Travel Agency s.r.o Ostravská dopravní společnost, a.s VIATOR VEKTOR TIR d.o.o. bankrupt Total Short-term loans and borrowings... NH - TRANS Travel Agency s.r.o. Ostravská dopravní společnost, a.s.... VIATOR VEKTOR TIR d.o.o. bankrupt Total 43

45 NH - TRANS in the right direction 24. Cash Flow P Condition of finances at the beginning of the period Cash flow from operating activities Z Accounting profit or loss from current activity before taxes A.1 Adjustments and non-financial operations A Depreciation of fixed assets A Change in adjustments, reserves, or exchange rate diff A Profit (loss) from sale of fixed assets A Revenues from dividends, shares on profit -96 A.1.5 Accounted cost and profit interests A* Net cash flow from operating activity before taxation and changes in working capital and in extraordinary items A.2 Change in non-financial components of working capital A Change in receivables from operating activity, accruals A Change in short-term payables from operating activity, accruals A Change in inventories A.2.4. Change in short-term financial assets A** Net cash flow from operating activity before taxation and extraordinary items A.3... Interests paid, except capitalized interests A.4... Interests received 13 5 A.5... Paid income tax for current activity A.6... Revenues and expenses connected with extraordinary accounting cases A.7 Received dividends and shares of profit 96 A*** Net cash flow from operating activity Cash flow from investments B.1... Expenses connected with fixed assets acquisitions B.2... Revenues from sale of fixed assets B.3 Loans and borrowings to related persons B*** Net cash flow related to investments Cash flow from financial activities C.1... Impacts of changes of long-term or short-term liabilities C.2... Impacts of equity changes -136 C Increases in finances due to equity increase C Payment of equity shares C Other financial deposits C Settlement of loss by partners C Direct payments to the debit of funds C.2.6 Paid dividends or profit shares -136 C*** Net cash flow related to financial activity F Net increase or decrease in finances R Condition of finances at the end of period

46 25. Important Events after the Date of Financial Statements After the closure of the books, no important events affecting annual financial statements appeared. 45

47 NH - TRANS in the right direction 46

48 Annual Report CONSOLIDATED FINANCIAL STATEMENTS Consolidated Financial Statements as of December 31, 214 NH - TRANS, SE Poděbradova 28, 72 Ostrava 1 Registration No.: Drawn up on 9 April 215, Ostrava prepared by: Monika Barglová Chief Accountant approved by: Anna Molnárová Member of the Board of Directors signed by: Aleš Němčík Chairman of the Board of Directors Anna Molnárová Member of the Board of Directors 47

49 NH - TRANS in the right direction 48

50 Annual Report 214 in CZK thousand, as of CONSOLIDATED BALANCE SHEET TOTAL ASSETS A. Receivables from subscribed capital B. Fixed assets B.I. Intangible fixed assets Start-up costs Intangible results of research and development Software Valuable rights 5. Goodwill/consolidated difference Other intangible fixed assets 7. Intangible fixed assets in progress Prepayments made for intangible fixed assets B.II. Tangible fixed assets Land Structures Individual tangible movable things and groups of tangible movable things Orchards and vineyards 5. Adult animals and their groups 6. Other tangible fixed assets 7. Tangible fixed assets in progress Prepayments made for tangible fixed assets Valuation adjustments to acquired assets B.III. Long-term financial assets Shares in controlled entities Shares in accounting units under significant influence 3. Other long-term securities and shares 4. Loans and borrowings - controlled or controlling entities, substantial influence 5. Other long-term financial assets 6. Long-term financial assets in progress 7. Prepayments made for long-term financial assets C. Current assets C.I. Inventory Material Work in progress and semi-finished products 3. Products 4. Young and other animals and their groups 5. Goods 6. Prepayments made for inventory C.II. Long-term receivables Trade receivables Receivables - controlled and controlling entities 3. Receivables - significant influence 4. Receivables from partners 5. Long-term prepayments made 6. Estimated receivables 7. Other receivables 8. Deferred tax receivable C.III. Short-term receivables Trade receivables Receivables - controlled or controlling entity 3. Receivables - substantial influence 4. Receivables from partners 5. Social security and health insurance 6. State - tax receivable Short-term prepayments made Estimated receivables Other receivables C.IV. Financial assets Cash Cash in bank Short-term securities and shares 4. Short-term financial assets in progress D.I. Accruals Deferred expenses Complex deffered expenses 3. Accrued revenues

51 NH - TRANS in the right direction in CZK thousand, as of TOTAL LIABILITIES AND EQUITY A. Equity A.I.... Registered capital Registered capital Own shares and equity participations Changes in the registered capital A.II.... Capital funds Share premium 2. Other capital funds Valuation difference from revaluation of assets and liabilities Valuation differences from revaluation at corporation transformation 5. Differences from company transformation 6. Valuation differences from consolidation adjustments A.III. Retained earnings funds Reserve fund Company and other funds A.IV. Consolidated retained earnings or accumulated losses of prior periods Retained earnings of prior periods Accumulated loss of prior periods 3. Other profit or loss of prior periods A.V. 1. Consolidated profit or loss for the current period A.V. 2. Decision regarding advances on shares in profit B. Liabilities B.I. Reserves Reserves under special legislation Reserves for pensions and similar liabilities 3. Income tax reserve 4. Other reserves B.II. Long-term liabilities 1. Trade payables Liabilities - controlled or controlling entity 3. Liabilities - substantial influence 4. Payables to partners 5. Long-term prepayments received 6. Bonds issued 7. Long-term notes payable 8. Estimated payables 9. Other payables 1. Deferred tax liability B.III. Short-term liabilities Trade payables Liabilities - controlled and controlling entity 3. Liabilities - substantial influence 4. Liabilities to partners 5. Payables to employees Social and health insurance payables State - tays payables and subsidies Short-term prepayments received Bonds issued 1. Estimated payables Other payables B.IV. Bank loans and borrowings Long-term bank loans Short-term bank loans Short-term borrowings C.I.. Accruals Accrued expenses Deferred revenues D. Minority interests Minority equity Minority registered capital Minority capital funds 4. Minority reserve fund Minority profit or loss of prior periods Minority profit or loss for curent period

52 in CZK thousand, as of CONSOLIDATED PROFIT AND LOSS ACCOUNT I. Sales of goods A. Costs of goods sold + Gross margin... II. Performance II. 1. Sales of own products and services Changes in internally produces inventory 3. Capitalisation B. Consumption related to performance B. 1. Consumed material and energy Services Value added C. Personnel costs C. 1. Payroll costs Remuneration to members of corporation organs Social security and health insurance costs Social costs D. Taxes and charges E. Depreciation of intangible and tangible fixed assets III. Revenues from sale of fixed assets and material III. 1. Revenues from sale of fixed assets Revenues from sale of material 32 F. Net book value of fixed assets and material sold F. 1. Net book value of fixed assets sold Material sold 32 G. Change in reserves and adjustments relating to operating activities IV. Other operating income H. Other operating expenses V. Transfer of operating income I. Transfer of operating expenses * Operating profit or loss Operating profit or loss without minorities Minority operating profit or loss VI. Revenues from sale of securities and shares 2 J. Securities and shares sold VII. Revenues from long-term financial assets VII. 1. Revenues from shares in controlled entities, substantial influence Revenues from other long-term securities and shares 3. Revenues from other long-term financial assets VIII. Revenues from short-term financial assets K. Costs of financial assets IX. Revenues from revaluation of securities and derivatives L. Costs of revaluation of securities and derivatives M. Change in reserves and adjustments relating to financial activities X. Interest income N. Interest expenses XI. Other financial income O. Other financial expenses XII. Transfer of financial income P. Transfer of financial expenses * Financial profit or loss Profit or loss from financial operations without minorities Profit or loss from financial operation of minorities Q. Income tax on ordinary activities Q due deferred ** Profit or loss from ordinary activities Ordinary profit or loss without minorities Profit or loss of minorities XIII. Extraordinary income R. Extraordinary expenses S. Income tax on extraordinary activities - due - deferred * Extraordinary profit or loss. *** Profit or loss for the current period (+/-) Profit or loss for the current period without minorities Profit or loss of minorities for the current period **** Profit or loss before tax (+/-) Profit or loss before tax without minorities Profit or loss of minorities before tax Amortization of goodwill 51 Amortization of negative goodwill 2 2

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54 Annual Report 214 Notes to Consolidated Financial Statements as of December 31, 214 NH - TRANS, SE Accounting Unit Drawn up on 9 April 215, Ostrava prepared by: Monika Barglová Chief Accountant approved by: Anna Molnárová Member of the Board of Directors signed by: Aleš Němčík Chairman of the Board of Directors Anna Molnárová Member of the Board of Directors 53