CONTENTS CONSOLIDATED UNDERTAKINGS... 3 II. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF THE IMPEL GROUP... 8

Transcription

1 The Management Board of IMPEL S.A. releases the Consolidated Quarterly Report for the first quarter of the financial year 2015

2 CONTENTS I. ORGANIZATION OF THE IMPEL GROUP INCLUDING SPECIFICATION OF CONSOLIDATED UNDERTAKINGS... 3 II. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF THE IMPEL GROUP... 8 III. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF IMPEL S.A IV. SUPPLEMENTARY INFORMATION V. OTHER INFORMATION SIGNATURES OF PERSONS REPRESENTING THE COMPANY... 52

3 No. Impel Group I. ORGANIZATION OF THE IMPEL GROUP INCLUDING SPECIFICATION OF CONSOLIDATED UNDERTAKINGS The Parent Undertaking of the Impel Group is Impel S.A., which exercises formal supervision over all of the Group companies and is in charge of their strategy and coordination of activities as well as provides business advisory services to them. In addition to the Parent Undertaking, the Group consists of companies providing services to institutions and companies in the areas of FM, security, support for business processes and the provision of supplies. As at 31 March 2015, the Impel Group consists of Impel S.A., i.e. the Parent Undertaking, and: 23 direct s, 44 s. The consolidation also includes one joint venture and one associated accounted for using the equity method. The composition of the Group as at 31 March 2015, broken down into Business Units, is shown in the following table: Name of and legal form Impel S.A. Registered office Wrocław Business profile supervision and management of the Impel Group Subsidiary s Type of relation with Impel S.A. Parent Undertaking Shareholders 38.31% Grzegorz Dzik 28.26% Józef Biegaj 33.43% other shareholders Method of consolidation Business Unit 1 Facility Management 1. Impel Cleaning Wrocław cleaning services 2. Impel Serviks SIA 3. DC System Company S.K. Riga (Latvia) Warsaw cleaning services cleaning services (cleaning facilities, including office buildings and hotels) direct direct 100% Impel S.A % Impel S.A % third party 99% Impel Cleaning 1% Company 4. Impel Food Hygiene Company S.K. Warsaw specialized cleaning services for production plants in the food industry 99% Impel Cleaning 1% Company 5. Impel Tech Solutions Warsaw technical maintenance of property, installation of ventilation and air conditioning systems, technical and engineering services 99.91% Impel Cleaning 0.09% Company 6. Hospital Service Company S.K. 7. Impel Griffin Group Wrocław Kiev (Ukraine) cleaning services, assistance services in healthcare cleaning services 8. Impel Airport Partner Wrocław handling services 41.82% Impel Cleaning, 23.67% Impel Security Polska, 9.07% Impel S.A., 8.28% Impel Volleyball S.A., 1.38% Company, 9,86% Agrobud BHP S.A., 5.92% Impel Cash Solutions 61% Impel Cleaning 39% third parties 100% Impel Cleaning 3

4 9. CS Company S.K. Wrocław cleaning services 10. ZUH Partner Nieruchomości Dąbrowa Górnicza technical maintenance of facilities 11. Partner Wrocław outsourcing services 12. Consensus Company Biuro Podróży Partner BPO S.K. Impel Market Company S.K. Dąbrowa Górnicza Dąbrowa Górnicza Wrocław catering (preparation and delivery of food) tour operator cleaning services 15. Construct Solutions Wrocław outsourcing services 16. Company Wrocław outsourcing services 17. Climbex S.A. Brzezie 18. Impel Rental PRO S.K. Wrocław 19. Impel Catering Company S.K. Wrocław 20. Logistics Wrocław 21. Praxima Krakpol Kraków specialized cleaning services for production plants rental and service of clothes and bed linen and laundry of clothes (workwear) catering (preparation and delivery of food) services in the areas of logistics of deliveries, purchases and customer service laundry services for the hospital and hotel industries 22. Sanpro Job Service Wrocław temporary work agency 23. Sanpro PTS BPO S.K. Wrocław 24. Agrobud BHP S.A. Ruszów temporary work agency production and sale of industrial safety products 25. Brokers Union Wrocław insurance brokerage 26. Synergy Platform Wrocław 27. Rest & More Company S.K. Wrocław property management, real estate agency services and other advisory services catering (preparation and delivery of food) 28. PRO Wrocław outsourcing services 29. Integrum Management Warsaw property management direct direct direct direct direct 99.87% Impel Cleaning 0.13% Company 100% Impel Cleaning 100% ZUH Partner- Nieruchomości 67.16% ZUH Partner Nieruchomości 32.84% third parties 99% Impel Cleaning 1% BPO 99.9% Impel Cleaning 0.1% Company 100% Impel Cleaning 100% Impel S.A. 75% Impel Cleaning 25% third parties 99.92% Impel S.A. 0.08% PRO 99.9% Impel Cleaning 0.1% Company 100% Impel Cleaning 70.02% Impel Cleaning 29.98% third parties 100% Impel S.A % Sanpro Job Service sp. z o.o 0.18% BPO 100% Impel Cleaning 51% Impel S.A. 49% third parties 100% Impel Cleaning 99.99% Impel Catering 0.01% Company 100% Impel S.A. 50.1% Impel Cleaning 49.9% third parties 4

5 30. Consensus Company BIS 1) Wrocław real estate acquisition and sale 31. I Market Company Wrocław cleaning services 32. BPO Wrocław outsourcing services 33. Ubezpieczaj.pl Wrocław insurance brokerage 34. Impel Security Polska Wrocław 35. Impel Provider Security Partner S.K. Wrocław Business Unit 2 Security physical security of property physical security of persons and property direct 100% Consensus Company 100% Impel Cleaning 100% Company 100% Brokers Union 100% Impel S.A. 99.7% Impel Security Polska, 0.3% Security Partner 36. Impel Monitoring S.K. Wrocław designing and installation of electronic security systems, monitoring of signals from alarm and visual systems 99.98% Impel Security Polska 0.02% Impel Monitoring 37. Impel Cash Services Warsaw cash processing services (handling and processing of cash) 100% Impel Security Polska 38. Security Partner Wrocław outsourcing services 39. Ad Akta S.A. Łódź 40. Gwarant Agencja Ochrony S.A. Opole 41. Gwarant-BIS Security Opole 42. Impel Cash Solutions Warsaw 43. Security Partner S.K. Wrocław 44. Impel Security Partner S.K. Wrocław archiving and digitization of documents physical and electronic security of persons and property physical and electronic security of persons and property cash processing services (handling and processing of cash) physical security of persons and property outsourcing services direct direct direct 100% Impel S.A. 100% Impel S.A. 73.1% Impel S.A. 26.9% third parties 100% Gwarant Agencja Ochrony S.A % Impel Security Polska 2.36% treasury shares 90.9% Impel Security Polska 9.1% Security Partner 0.99% Security Partner, 99.01% Impel Security Polska 45. Impel Monitoring Wrocław outsourcing services 100% Impel Security Polska Cash Handling Partner Time Security Partner S.K. Wrocław Wrocław outsourcing services physical security of persons and property 99% Impel Cash Services 1% Impel Security Polska 99% Impel Security Polska 1% Security Partner 48. BIS Security Opole physical and electronic security of persons and property 100% Gwarant Agencja Ochrony S.A. 5

6 49. OPM Wrocław 50. SI-Consulting Wrocław Other Companies (Independent and Supporting Companies) management of service deliveries to clients data communication services, consulting in the area of configuration and implementation of integrated IT systems 51. HR for Business Wrocław outsourcing services 52. TMSI Partners S.á r.l. Luxembourg licensing services 53. Impel Volleyball S.A. Wrocław sports activities Sports Wrocław sports marketing 55. Rent Management Wrocław outsourcing services direct direct direct direct direct 100% Impel S.A. 51% Impel S.A., 49% third parties 100% Impel S.A. 100% Impel S.A. 100% MarketCo 100% Impel Volleyball S.A. 100% Impel S.A. 56. House Rent Management S.K.A. Wrocław property rental direct 100% Impel S.A Owner Rent Management S.K.A. Asset Rent Management Wrocław Wrocław outsourcing services outsourcing services 59. MarketCo Wrocław marketing services direct direct direct 98% Impel S.A. 2% Rent Management % Impel S.A., % Rent Management 75% Impel S.A. 25% TMSI Partners S.á r.l. 60. Impel Business Solutions Wrocław accounting services, business activity consulting, HR and payroll services direct 100% Impel S.A Spółdzielnia Wsparcia Biznesu IBS Accounting Audyt Partner S.K. Wrocław Wrocław accounting services, business activity consulting, HR and payroll services, financial auditing services, data communication services financial auditing services 63. Impel Safety S.A. Wrocław outsourcing services 64. ARM Finanse Wrocław outsourcing services 65. Impel Cleaning Wspólnicy sp. j. Wrocław 66. Expert for Business Wrocław 67. SI ecommerce 2) Wrocław outsourcing services data communication services, consulting in the area of configuration and implementation of integrated IT systems data communication services, consulting in the area of configuration and implementation of integrated IT systems direct direct Impel Business Solutions Audyt Partner, Impel IT 99.3% Impel Business Solutions 0.7% third parties 100% Impel S.A. 100% Impel S.A. 99 % Impel Cleaning 1% Owner Rent Management S.K.A. 100% SI-Consulting 61% SI-Consulting 39% other shareholders 6

7 68. Elkom Jointly Controlled and Associated Companies Brzezie near Opole 69. Impel Perfekta Chojnów cleaning services, property management laundry services for the hospital and hotel industries associated joint venture 31.57% Impel Cleaning 68.43% third parties 50% Impel Cleaning 50% Perfekta Beteiligungsgesellschaft GmbH equity method equity method 1) On 2 February 2015, Consensus Company S.K.A. changed its legal form from limited joint-stock partnership to a limited-liability company and its name to Consensus Company BIS 2) The company established on 26 January

8 II. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF THE IMPEL GROUP 1. STATEMENT OF FINANCIAL POSITION OF THE IMPEL GROUP ASSETS I. Non-current assets (items 1 8) 327, , Goodwill 48,216 48, Other intangible assets 1 41,824 43, Property, plant and equipment 2 175, , Investment property 6,664 6, Financial assets and other receivables (5a+5b+5c+5d) 12,334 12,515 Financial assets valued at fair value through 5a. profit and loss b. Investments held to maturity - - 5c. Loans and receivables: 12,086 12,267 5c 1. Loans 8,237 8,153 5c 2. Non-current receivables 3,849 4,114 5d. Financial assets available for sale Investments in associated s and 6. 6,296 6,226 jointly controlled s consolidated with equity method 7. Prepayments and accrued income 1,954 2,010 Note 31 Mar 2015 (unaudited) 31 Dec Deferred tax assets ,886 32,447 II. Current assets (items 1 4) 534, , Inventories 33,771 32, Financial assets (2a+2b+2c+2d+2e): 483, ,055 Financial assets valued at fair value through 2a. 2,000 - profit and loss 2b. Investments held to maturity - - 2c. Loans and receivables (2c +2c 1 2 ): 438, ,513 2c 1. Loans 13,072 10,420 2c 2. Current receivables (a+b+c+d): 425, ,093 a) Trade receivables 373, ,026 b) Receivables from state and local budgets, including: 35,280 32,334 Current tax receivables 1,800 2,029 c) Finance lease receivables 1,301 1,483 d) Other receivables 15,198 16,250 2d. Financial assets available for sale - - 2e. Cash and cash equivalents 42,292 48, Prepayments and accrued income 16,070 19, Assets classified as held for sale 1,840 2,085 Total assets I+II 862, ,322 8

9 EQUITY AND LIABILITIES Note 31 Mar 2015 (unaudited) 31 Dec 2014 I. Total equity (1+2) 312, , Equity of the Parent Undertaking (items 1a-1j) 296, ,579 1a. Share capital 64,326 64,326 1b. Treasury shares - - 1c. Supplementary funds 140, ,504 1d. Revaluation capital reserve - - 1e. Capital reserves 73,520 75,365 1f. Currency translation differences due to consolidation (1,632) (1,197) 1g. Other capital (131) (131) 1h. Retained profit/(loss carry-forward) 15,557 (16,739) 1i. Current year net profit/(loss) 4,571 30,451 1j. Distributions from net profit during the financial year Minority interests 16,030 16,683 II. Non-current liabilities (items 1 7) 79,146 82, Deferred tax liability ,529 5, Employee benefits ,777 1, Non-current provisions Non-current bank loans and borrowings 24,874 27, Non-current finance lease liabilities 34,274 35, Deferred income 989 1, Other non-current liabilities 11,661 11,516 III. Current liabilities (items 1 9) 470, , Current bank loans and borrowings 217, , Trade payables 104,652 98, Public charges, including: 45,424 38,235 3a. Current tax liabilities 3, Employee benefits ,611 53, Current finance lease liabilities 16,233 16, Deferred income 3,727 3, Other liabilities 19,071 19, Current provisions ,966 3,350 Liabilities directly related to assets classified as held for sale Total equity and liabilities I+II+III 862, ,322 9

10 BOOK VALUE PER SHARE Book value (PLN 000) Number of shares Book value per share (PLN) 31 Mar 2015 (unaudited) 31 Dec , ,579 12,865,177 12,865,

11 2. STATEMENT OF COMPREHENSIVE INCOME OF THE IMPEL GROUP I. Revenues from sales and subsidies (items 1-2): 434, , Sales revenues, including: 423, ,720 a) Revenue from sales of services and products 402, ,426 b) Revenue from sales of materials and goods for resale 21,293 20, Other revenues subsidies 10,148 9,399 II. Operating expenses (items 1 7): (424,459) (396,324) Raw materials and energy used Amortization Contracted services Salaries and wages, social security and other employee benefits Other expenses by type Selling costs materials and goods for resale (11,775) (10,937) (44,243) (41,930) (180,953) (161,404) (165,393) (161,041) (10,048) (8,759) (12,314) (12,267) 7. Change in products A. Profit on sales (I+II) 9,660 7,795 I. Other operating income, including: 3 3,317 4, Gain on disposal of non-current non-financial assets Reversal of valuation allowances for assets II. Other operating expenses, including: 4 (3,712) (3,817) 1. Loss on disposal of non-current non-financial assets (114) (80) 2. Valuation allowances for assets (1,216) (1,061) B. Operating profit (A+I+II) 9,265 8,104 I. Financial income: Interest Other II. Financial expenses: 5 (3,940) (4,267) 1. Interest (2,473) (2,774) 2. Other (1,467) (1,493) C. Pre-tax profit (B+I+II) 5,785 4,306 I. Corporate income tax 6 (1,832) (1,032) Share in (profit)/loss of an valued D. 10 (306) with the equity method E. Net profit (C+I+D) 3,963 2,968 Other comprehensive income Items which may be shifted to the financial result in next reporting periods Currency translation differences on recalculation of subordinated s equity Corporate income tax Items which will not be shifted to the financial result in next reporting periods Actuarial gains (losses) Corporate income tax Total comprehensive income Note 1 Jan Mar 2015 (unaudited) 1 Jan Mar 2014 (unaudited) (transformed) (638) (714) ,325 2,254 Net profit/loss attributable to shareholders of the Parent Undertaking attributable to non-controlling interests 3,963 2,968 4,571 2,376 (608) 592 Total comprehensive income attributable to shareholders of the Parent Undertaking attributable to non-controlling interests Net profit of the Parent Undertaking Earnings/(loss) per share Diluted profit/(loss) per share 4,136 1,985 (811) 269 4,571 2,

12 3. STATEMENT OF CHANGES IN CONSOLIDATED EQUITY 1 Jan Mar 2015 (unaudited) As at 1 January , ,504 75,365 (131) (1,197) 13, ,579 16, ,262 Comprehensive income (435) - 4,571 4,136 (811) 3,325 net profit/(loss) ,571 4,571 (608) 3,963 differences due to recalculation of foreign s (435) - - (435) (203) (638) Transactions with owners: - - (92) (1,845) - - 1,845 - (92) loss carry-forward (1,845) - - 1, recognition of capital attributable to non-controlling interests related to the establishment of new s Capital attributable to Parent Undertaking shareholders Share capital Treasury shares Reserve funds Capital reserves Other capital (actuarial losses) Capital due to currency translation differences in consolidation Retained profit/loss carry-forward* - - (92) (92) As at 31 Mar , ,412 73,520 (131) (1,632) 15,557 4, ,623 16, ,653 Net result TOTAL Non-controlling interests TOTAL * Retained earnings as at 1 January 2015 in the amount of PLN 13,712,000 result from net result for 2014 in the amount of PLN 30,451,000 and retained earnings as at 31 December 2014 in the amount of PLN 16,739, Jan Mar 2014 (unaudited) (transformed) Capital attributable to Parent Undertaking shareholders Share capital Treasury shares Share funds Capital reserves Other capital (actuarial losses) Capital due to currency translation differences in consolidation Retained profit/loss carry-forward* As at 1 Jan , ,862 54,858 (99) (788) 18, ,908 12, ,007 Comprehensive income (391) - 2,376 1, ,254 net profit/(loss) ,376 2, ,968 differences due to recalculation of foreign s (391) - - (391) (323) (714) Transactions with owners: dividends As at 31 Mar , ,862 54,858 (99) (1,179) 18,749 2, ,893 12, ,261 Net result TOTAL Non-controlling interests TOTAL * Retained earnings as at 1 April 2014 in the amount of PLN 18,749,000 result from net result for 2013 in the amount of PLN 16,305,000 and retained earnings as at 31 December 2013 in the amount of PLN 2,444,

13 4. STATEMENT OF CASH FLOWS OF THE IMPEL GROUP A. B. C. D. E. Cash flows from operating activities I. Net profit 4,571 2,376 II. Total adjustments (59) 4, (Profit)/loss attributable to minority interests (608) Depreciation and amortization 11,775 10, Foreign exchange (gains)/losses (46) (696) 4. Interest and distributions from profit (dividends) 2,136 2, (Profit)/loss on investing activities (642) (884) 6. Change in provisions (857) (563) 7. Change in inventories (1,297) (2,372) 8. Change in receivables (35,380) (22,462) 9. Change in liabilities (net of loans and borrowings), including: 23,604 19,810 9.a. Change in current tax liabilities 2, Change in accruals and deferrals 1,236 (1,844) 11. Other adjustments 20 (265) III. Net cash provided by/(used in) operating activities (I+II) 4,512 7,169 Cash flows from investing activities I. Cash provided by financial activities 2,868 3, Sale of intangible assets and property, plant and equipment 850 1, Sale of investments in properties and in intangible assets Cash provided by financial assets, including: 1,176 1,462 a) in related s - - b) in other s 1,176 1,462 repayment of loans advanced 1,003 1,201 interest received Other cash provided by investing activities 66 - II. Cash used in investing activities (11,198) (7,899) 1. Acquisition of intangible assets and property, plant and equipment (5,535) (4,740) 2. Acquisition of investments properties Cash used on financial assets, including: (5,663) (3,138) a) in related s (60) (903) acquisition of shares in subsidiaries less acquired cash (60) (903) b) in other s (5,603) (2,235) - acquisition of shares (2,000) - loans advanced (3,603) (2,235) 4. Other cash used on investing activities - (21) III. Net cash provided by/(used in) investing activities (I+II) (8,330) (4,750) Cash flows from financial activities I. Cash provided by investing activities 17,391 7, Increase in loans and borrowings 17,391 7, Other cash provided by financial activities - - II. Cash used in financial activities (19,823) (16,410) III. 1 Jan Mar 2015 (unaudited) 1 Jan Mar 2014 (unaudited) (transformed) 1. Dividends and other distributions to shareholders Repayment of loans and borrowings (12,745) (9,681) 3. Decrease in finance lease liabilities (4,611) (3,990) 4. Interest (2,467) (2,739) Net cash provided by/(used in) financial activities (I+II) Total net cash flow (A.III+B.III+C.III) Balance-sheet change in cash (2,432) (8,427) (6,250) (6,008) (6,250) (6,008) F. Cash at beginning of period 48,542 45,142 G. Cash at end of period (F+D) 42,292 39,134 13

14 SELECTED EXPLANATORY NOTES NOTE 1 OTHER INTANGIBLE ASSETS a) acquired permits, licences, patents and similar assets b) other intangible assets c) intangible assets under construction Total other intangible assets 31 Mar Dec ,907 38,189 4,165 4, ,824 43,474 As at 31 March 2015, the Group s companies did not enter into agreements obliging them to purchase intangible assets. As at 31 Mar 2015 CHANGES IN OTHER INTANGIBLE ASSETS (BY TYPE) a) gross intangible assets at beginning of period b) increase acquisition and settlement of intangible assets under construction c) decrease sale liquidation settlement of intangible assets under construction d) gross intangible assets at end of period e) accumulated amortization at beginning of period f) amortization for period: increase current period amortization decrease sale liquidation g) accumulated amortization at end of period h) impairment charges at beginning of period i) impairment charges at end of period j) net other intangible assets at end of period acquired permits, licences, patents and similar assets other intangible assets intangible assets under construction Total intangible assets 64,541 20, , (11) (256) (106) (373) (3) - - (3) (8) (256) - (264) - - (106) (106) 64,633 20, ,483 26,352 15,266-41,618 1, ,532 1, ,799 1, ,799 (11) (256) - (267) (3) - - (3) (8) (256) - (264) 27,726 15,424-43,150 - (509) - (509) - (509) - (509) 36,907 4, ,824 14

15 As at 31 Mar 2014 acquisition and settlement of intangible assets under construction connected with acquisition of companies c) decrease liquidation settlement of intangible assets under construction d) gross intangible assets at end of period e) accumulated amortization at beginning of period f) amortization for period: increase decrease liquidation CHANGES IN OTHER INTANGIBLE ASSETS (BY TYPE) (transformed) a) gross intangible assets at beginning of period b) increase current period amortization g) accumulated amortization at end of period h) impairment charges at beginning of period i) impairment charges at end of period j) net other intangible assets at end of period acquired permits, licences, patents and similar assets assets other intangible assets intangible assets under construction Total intangible assets 61,346 19,555 1,365 82, , , ,511-1,511 (721) (386) (110) (1,217) (721) (386) - (1,107) - - (110) (110) 60,723 20,692 1,471 82,886 22,142 14,926-37, , ,641 1, ,641 (655) (375) - (1,030) (655) (375) - (1,030) 22,713 14,966-37,679 - (509) - (509) - (509) - (509) 38,010 5,217 1,471 44,698 15

16 NOTE 2 PROPERTY, PLANT AND EQUIPMENT a) tangible assets, including: land buildings and structures plant and equipment vehicles other tangible assets, including: equipment for the provision of services b) tangible assets under construction Property, plant and equipment 31 Mar Dec , ,394 5,886 5,886 43,251 41,026 85,031 87,576 28,866 30,786 7,700 8,120 4,695 4, , ,015 As at 31 March 2015, one of the Group s companies entered into an agreement obliging it to purchase non-current assets in the amount of PLN 5,917,000. As at 31 Mar 2015 CHANGES IN TANGIBLE ASSETS (BY TYPE) a) gross tangible assets at beginning of period b) increase acquisition and settlement of tangible assets under construction c) decrease sale liquidation settlement of tangible assets under construction d) gross tangible assets at end of period e) accumulated depreciation at beginning of period f) depreciation for period: increase current period depreciation decrease sale liquidation g) accumulated depreciation at end of period h) impairment charges at beginning of period increase application i) impairment charges at end of period j) net tangible assets at end of period land buildings and structures plant and equipment vehicles other tangible assets tangible assets under construction Total tangible assets 5,886 57, ,633 62,247 25,097 4, ,417-3,004 3, ,588 13,961-3,004 3, ,588 13,961 - (183) (853) (372) (63) (6,514) (7,985) - (3) (5) (282) (10) - (300) - (180) (848) (90) (53) - (1,171) (6,514) (6,514) 5,886 60, ,409 62,116 25,533 4, ,393-15, ,840 31,461 16, , ,332 1, , ,129 2, , ,129 2, ,932 - (182) (797) (333) (59) - (1,371) - (2) (5) (253) (10) - (270) - (180) (792) (80) (49) - (1,101) - 15, ,172 33,250 17, ,208 - (1,525) (217) - (13) - (1,755) (12) - (12) (1,525) (206) - (25) - (1,756) 5,886 43,251 85,031 28,866 7,700 4, ,429 16

17 As at 31 Mar 2014 CHANGES IN TANGIBLE ASSETS (BY TYPE) a) gross tangible assets at beginning of period b) increase acquisition and settlement of tangible assets under construction c) decrease sale liquidation settlement of tangible assets under construction d) gross tangible assets at end of period e) accumulated depreciation at beginning of period f) depreciation for period: increase current period depreciation decrease sale liquidation g) accumulated depreciation at end of period h) impairment charges at beginning of period i) impairment charges at end of period j) net tangible assets at end of period land buildings and structures plant and equipment vehicles other tangible assets vehicles assets under construction Total tangible assets 7,864 59, ,690 68,544 23,156 1, , ,354 2, ,978 12, ,354 2, ,978 12,567 - (155) (2,540) (2,634) (456) (4,742) (10,527) - (102) (761) (555) (178) - (1,596) - (53) (1,779) (2,079) (278) - (4,189) (4,742) (4,742) 7,864 59, ,504 68,160 23,478 2, ,451-13,465 90,143 31,551 15, , ,922 1, , ,132 2, , ,132 2, ,251 - (90) (2,210) (998) (381) - (3,679) - (48) (465) (539) (110) - (1,162) - (42) (1,745) (459) (271) - (2,517) - 14,269 93,065 32,909 16, ,527 - (1,666) (239) - (3) - (1,908) - (1,666) (239) - (3) - (1,908) 7,864 43,761 73,200 35,251 7,191 2, ,016 NOTE 3 OTHER OPERATING INCOME Gain on disposal of non-current non-financial assets Reversal of valuation allowances for assets Reversed provisions under disputed claims towards companies Received penalties and damages Interest received from business counterparties Reimbursement of judicial fees and other costs of proceedings Result recognized upon acquisition of s Remuneration of tax remitter for PIT4 advances Reversed restructuring provision Other Total other operating income 1 Jan Mar 2015 (unaudited) 1 Jan Mar 2014 (unaudited) (transformed) ,317 4,126 17

18 NOTE 4 OTHER OPERATING EXPENSES Loss on disposal of non-current non-financial assets Valuation allowances for assets Created provisions under disputed claims towards companies Created provisions for civil claims Penalties, fines, damages Adjustment of state and local budget settlements for previous years Payments to Public Procurement Office Donations Net value of liquidated tangible and intangible assets Judicial fees and costs of proceedings Other Total other operating expenses 1 Jan Mar 2015 (unaudited) 1 Jan Mar 2014 (unaudited) ,216 1, ,712 3,817 NOTE 5 FINANCIAL EXPENSES Interest Sureties and guarantees Option discount Other Total financial expenses 1 Jan Mar 2015 (unaudited) 1 Jan Mar 2014 (unaudited) 2,473 2, ,940 4,267 NOTE 6 INCOME TAX 1. Current tax on income in the financial year 2. Adjustments from past years Total current income tax 1. Timing differences and their reversal 2. Impact of tax rate change Total deferred income tax Total income tax 1 Jan Mar 2015 (unaudited) 1 Jan Mar 2014 (unaudited) (transformed) (4,801) (4,460) - (4,801) (4,460) 2,969 3, ,969 3,428 (1,832) (1,032) 18

19 III. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF IMPEL S.A. 1. STATEMENT OF FINANCIAL POSITION OF IMPEL S.A. ASSETS I. Current assets (items 1 8) 171, , Goodwill Other intangible assets 1 2,835 2, Property, plant and equipment 2 1,351 1, Investment property 3,107 3, Financial assets and other receivables (5a+5b+5c+5d+5e) 163, ,608 Financial assets valued at fair value through 5a. - - profit and loss 5b. Investments held to maturity - - 5c. Loans and receivables (5c 1 +5c 2 ): 13,348 13,153 5c 1. Loans 7,480 7,495 5c 2. Non-current receivables 5,868 5,658 5d. Shares in subsidiaries 150, ,455 5e. Financial assets available for sale Investments in associated s Prepayments and accrued income Deferred tax assets ,177 Note 31 Mar 2015 (unaudited) 31 Dec 2014 II. Current assets (items 1-3) 50,849 48, Inventories 1,113 1, Financial assets and other receivables (2a+2b+2c+2d) 49,311 46,946 Financial assets valued at fair value through 2a. - - profit and loss 2b. Loans and receivables (2b 1 +2b 2 ): 45,561 40,450 2b 1. Loans 3,472 8,016 2b 2. Current receivables (a+b+c) 42,089 32,434 a) Trade receivables 21,559 18,739 b) Receivables from state and local budgets, including: Current tax receivables c) Finance lease receivables - - d) Other receivables 19,683 13,412 2c. Financial assets available for sale - - 2d. Cash and cash equivalents 3,750 6, Prepayments and accrued income Total assets I+II 222, ,569 19

20 EQUITY AND LIABILITIES 31 Mar 2015 (unaudited) 31 Dec 2014 I. Equity (items 1 9) 182, , Share capital 64,326 64, Treasury shares Supplementary funds 34,050 34, Revaluation capital reserve Capital reserves 62,863 62, Other capital (actuarial gains/losses) (27) (27) 7. Retained profit/(loss carry-forward) 15,052 (4,733) 8. Current year net profit/(loss) 5,866 19, Distributions from net profit during the financial year - - Note II. Non-current liabilities (items 1 7) 13,595 13, Deferred tax liability Employee benefits Non-current provisions Non-current bank loans and borrowings 6,133 6, Non-current finance lease liabilities Deferred income Other non-current liabilities 5,867 5,658 III. Current liabilities (items 1 9) 26,998 30, Current bank loans and borrowings 17,250 17, Trade payables 1,728 2, Public charges, including: 1, a. Current tax liabilities - - 3b. Liabilities on account of provisions for subsidies Employee benefits ,223 4, Current finance lease liabilities Deferred income Other liabilities 3,474 3, Current provisions Liabilities directly related to assets classified as held for sale - - Total equity and liabilities I+II+III 222, ,569 20

21 BOOK VALUE PER SHARE 31 Mar Dec 2014 Book value (PLN 000) Number of shares Book value per share (PLN) 182, ,264 12,865,177 12,865,

22 2. STATEMENT OF COMPREHENSIVE INCOME OF IMPEL S.A. 1 Jan Mar 2015 (unaudited) 1 Jan Mar 2014 (unaudited) I. Revenues from sales and subsidies (items 1-2): 8,334 10,167 from related s 7,601 9, Sales revenues, including: 7,990 9,665 a) Revenue from sales of services and products 7,989 9,665 b) Revenue from sales of materials and goods for resale 1-2. Other revenues subsidies II. Operating expenses (items 1-6): (9,817) (10,856) 1. Depreciation and amortization (335) (375) 2. Raw materials and energy used (178) (284) 3. Contracted services (4,129) (4,942) Salaries and wages, social security and other 4. (4,606) (4,655) employee benefits 5. Other expenses by type (598) (763) 6. Change in products A. Profit/(loss) on sales (I+II) (1,483) (689) I. Other operating income: 6,802 4, Dividends and other distributions from profit 6,766 4,169 from related s 6,766 4, Gain on disposal of non-current non-financial assets Reversal of valuation allowances for assets Other operating income II. Other operating expenses: (21) (116) 1. Loss on disposal of non-current non-financial assets Valuation allowances for assets - (21) 3. Other operating expenses (21) (95) B. Operating profit/(loss) (A+I+II) 5,298 3,908 I. Financial income: 1,406 1, Interest from related s Revaluation of investments Other 1,189 1,007 II. Financial expenses: (434) (510) 1. Interest (171) (286) from related s (4) (3) 2. Revaluation of investments (28) - 3. Other (235) (224) C. Pre-tax profit/(loss) (B+I+II) 6,270 4,497 I. Corporate income tax (404) (330) 1. current portion - (24) 2. deferred portion (404) (306) D. Net profit/(loss) (C+I+D) 5,866 4,167 Other comprehensive income - - Items which may be shifted to the financial result in 1. next reporting periods - - Items which will not be shifted to the financial result in 2. next reporting periods - - Total comprehensive income actuarial gains (losses) - - corporate income tax - - Note 5,866 4,167 Earnings/(loss) per ordinary share Diluted profit/(loss) per share

23 3. STATEMENT OF CHANGES IN EQUITY OF IMPEL S.A. 1 Jan Mar 2015 (unaudited) Share capital Treasury shares Supplementary funds Capital reserves Other capital (actuarial gains/losses) Retained profit/loss carry-forward Financial result for the financial year As at 1 January ,326-34,050 62,863 (27) 15, ,264 Total comprehensive income, including: ,866 5,866 net profit/(loss) ,866 5,866 Transactions with owners: dividends As at 31 Mar ,326-34,050 62,863 (27) 15,052 5, ,130 TOTAL 1 Jan Mar 2014 (unaudited) Share capital Treasury shares Supplementary funds Capital reserves Other capital (actuarial gains/losses) Retained profit/loss carry-forward Financial result for the financial year As at 1 Jan ,326-34,050 45,498 (15) 12, ,491 Total comprehensive income, including: ,167 4,167 net profit/(loss) ,167 4,167 Transactions with owners: dividends As at 31 Mar ,326-34,050 45,498 (15) 12,632 4, ,658 TOTAL 23

24 4. STATEMENT OF CASH FLOWS OF IMPEL S.A. A. B. 1 Jan Mar 2015 (unaudited) 1 Jan Mar 2014 (unaudited) I. Net profit/(loss) 5,866 4,167 II. Total adjustments (11,780) (2,991) 1. Depreciation and amortization Foreign exchange (gains)/losses Interest and distributions from profit (dividends) (6,812) (3,970) 4. (Profit)/loss on investing activities - (18) 5. Change in provisions Change in inventories (29) (163) 7. Change in receivables (3,099) 1, Change in liabilities (net of loans and borrowings) (2,339) (86) 9. Change in accruals and deferrals Other adjustments 29 (494) III. Net cash provided by/(used in) operating activities (I+II) (5,914) 1,176 Cash flows from investing activities I. Cash provided by investing activities 4,748 1,466 Sale of intangible assets and property, plant and equipment 2. Sale of investments in properties and in intangible assets Cash provided by financial assets, including: 4,748 1,367 a) in related s 4,729 1,349 repayment of loans advanced 4,600 1,299 interest received b) in other s interest received II. Cash used in investing activities (37) (2,762) Acquisition of intangible assets and property, 1. (37) (444) plant and equipment 2. Sale of investments in properties and in intangible assets Cash used on financial assets, including: - (2,318) a) in related s - (1,528) acquisition of financial assets - (1,528) b) in other s - (790) loans advanced - (790) III. Net cash provided by/(used in) investing activities (I+II) 4,711 (1,296) C. Cash flows from financial activities D. Cash flows from operating activities I. Cash provided by financial activities - - II. Cash used in financial activities (1,543) (4,193) 1. Dividends and other distributions to shareholders Repayment of loans and borrowings (1,316) (3,825) 3. Decrease in finance lease liabilities (68) (82) 4. Interest (159) (286) III. Net cash provided by/(used in) financial activities (I+II) (1,543) (4,193) Total net cash flow (A.III+B.III+C.III) (2,746) (4,313) E. Balance-sheet change in cash (2,746) (4,313) F. Cash at beginning of period 6,496 7,550 G. Cash at end of period (F+D), including: 3,750 3,237 24

25 5. SELECTED EXPLANATORY NOTES NOTE 1 OTHER INTANGIBLE ASSETS 31 Mar Dec 2014 a) acquired permits, licences, patents and similar assets 2,810 2,942 b) other intangible assets - - c) intangible assets under construction Total other intangible assets 2,835 2,967 As at 31 March 2015, the company did not enter into agreements obliging it to purchase intangible assets. As at 31 Mar 2015 CHANGES IN OTHER INTANGIBLE ASSETS, BY TYPE acquired permits, licences, patents and similar assets assets other intangible assets intangible assets under construction Total intangible assets a) gross intangible assets 6, ,332 at beginning of period b) increase acquisition and settlement of intangible assets under construction other c) decrease - - (8) (8) settlement of intangible assets under construction - - (8) (8) d) gross intangible assets at end of period 6, ,341 e) accumulated amortization at beginning 3, ,856 of period f) amortization for period: increase current period amortization other decrease g) accumulated amortization at end of period 3, ,997 h) impairment charges - (509) - (509) at beginning of period i) impairment charges at end - (509) - (509) of period j) net other intangible assets at end of period 2, ,835 25

26 As at 31 Mar 2014 CHANGES IN OTHER INTANGIBLE ASSETS, BY TYPE acquired permits, licences, patents and similar assets other intangible assets intangible assets under construction Total intangible assets a) gross intangible assets 4, ,130 6,786 at beginning of period b) increase acquisition and settlement of intangible assets under construction c) decrease (56) - (4) (60) sale (56) - - (56) settlement of intangible assets under construction - - (4) (4) d) gross intangible assets at end of period 4, ,156 6,760 e) accumulated amortization at beginning 3, ,463 of period f) amortization for period: increase current period amortization decrease (46) - - (46) sale (46) - - (46) g) accumulated amortization at end of period 3, ,551 h) impairment charges at beginning of period - (509) - (509) i) impairment charges at end of period - (509) - (509) j) net other intangible assets at end of period 1, ,156 2,700 26

27 NOTE 2 As at 31 March 2015, the company did not enter into agreements obliging it to purchase tangible assets. As at 31 Mar 2015 CHANGES IN TANGIBLE ASSETS (BY TYPE) a) gross tangible assets at beginning of period land buildings and structures plant and equipment vehicles other tangible assets tangible assets under construction Total tangible assets - 1,039 2,456 1, ,180 b) increase acquisition and settlement of tangible assets under construction other c) decrease - - (29) (29) liquidation - - (29) (29) d) gross tangible assets - 1,039 2,444 1, ,195 at end of period e) accumulated depreciation at beginning , ,702 of period f) depreciation for period: increase current period depreciation decrease - - (26) (26) liquidation - - (26) (26) g) accumulated depreciation at end of period h) impairment charges at beginning of period i) impairment charges at end of period j) net tangible assets at end of period PROPERTY, PLANT AND EQUIPMENT 31 Mar Dec 2014 a) tangible assets, including: 1,324 1,478 buildings and structures plant and equipment vehicles other tangible assets, including: equipment for the provision of services b) tangible assets under construction 27 - Property, plant and equipment 1,351 1, , , ,351 27

28 As at 31 Mar 2014 CHANGES IN TANGIBLE ASSETS (BY TYPE) land buildings and structures plant and equipment vehicles other tangible assets tangible assets under construction Total tangible assets a) gross tangible assets 26 1,366 2,466 1, ,974 at beginning of period b) increase acquisition and settlement of tangible assets under construction c) decrease - - (79) - (129) (12) (220) sale - - (30) - (129) - (159) liquidation - - (49) (49) settlement of tangible assets under (12) (12) construction under construction d) gross tangible assets 26 1,366 2,417 1, ,871 at end of period e) accumulated depreciation at beginning , ,661 of period f) depreciation for period: (42) - 87 increase current period depreciation decrease - - (57) - (71) - (128) sale - - (21) - (71) - (92) liquidation - - (36) (36) g) accumulated depreciation at end of period h) impairment charges at beginning of period i) impairment charges at end of period j) net tangible assets at end of period , , ,123 28

29 IV. SUPPLEMENTARY INFORMATION 1. COMMENTS ON KEY ECONOMIC AND FINANCIAL DATA DISCLOSED IN THE QUARTERLY CONSOLIDATED FINANCIAL STATEMENTS OF THE IMPEL GROUP FOR Q Sales revenue In Q1 2015, revenues from the sales of services (products), materials and goods for resale amounted to PLN 423,971,000, which represents an increase of PLN 29,251,000, i.e. by 7.4%, compared to the first quarter of Sales increases were seen in both segments. The largest share in the revenues of the Impel Group from external customers in Q was accounted for by revenues of the Facility Management segment, which at that time stood at PLN 281,108,000, which represents an increase of PLN 12,626,000, i.e. by 4.7%, compared to Q New contracts were acquired, especially in cleaning services and temporary work services, which made it possible to made up for the lower sales of foreign companies when converted to PLN. The Security segment achieved sales revenues of PLN 129,335,000, which represents an increase of PLN 14,365,000, or 12.5%, compared to the same period last year. The revenues of the segment increased mainly as a result of the implementation and operation of the Electronic Surveillance System (SDE) and the acquisition of new contracts in the physical property security services. Expenses Consolidated operating expenses of the Impel Group in Q amounted to PLN 424,459,000, which represents an increase of PLN 28,135,000, i.e. by 7.1%, compared to Q The biggest impact on increasing the level of expenses in relation to Q are expenses in the following groups: (i) external services (an increase by PLN 19,549,000, i.e. by 12.1%), and (ii) the remuneration, social security and other benefits (an increase by PLN 4,352,000, i.e. 2.7%), which is caused by the specific nature of the operations of the Impel Group companies (business services) while maintaining the policy of the extensive use of the resources of external subcontractors in the processes of operating service provision. The rate of growth of expenses (7.1%) is lower than the rate of growth of revenue (7.4%). EBIT (defined as the operating profit) EBIT amounted to PLN 9,265,000, which represents a growth of about PLN 1,541,000, i.e. by 20.0%, compared to the data presented in the report for Q1 2014, published on 14 May In connection with the requirements of IFRS 3, the financial statements for Q were transformed. The presented, transformed comparable data allow for the negative goodwill arising on the acquisition of I Market Company sp. o.o. in the amount of PLN 475,000 and the amortization of contributed contracts which lowered EBIT for Q by PLN 95,000. After the data are transformed according to IFRS 3, EBIT is higher by PLN 1,161,000, i.e. 14.3%, compared to Q Additionally, it should be noted that an increase in earnings was recorded despite more favourable rules, from the point of view of the Impel Group, being in effect in Q regarding financial support for the remuneration of disabled workers. EBITDA (defined as the operating profit plus depreciation and amortization) EBITDA amounted to PLN 21,040,000, which represents an increase of PLN 1,999,000, i.e. by 10.5%, compared to the transformed comparable data. While EBIT increased, depreciation and amortization increased as well, to a large extent as a result of the depreciation of new tangible assets used for the SDE contract. Net profit/loss Net profit attributable to shareholders of the parent company achieved in Q amounted to PLN 4,571,000, which represents an increase of PLN 2,195,000, i.e. 92.4%, with respect to the transformed comparable data. The higher profit is mostly a result of an increase in EBIT and a part of 29

30 the net loss being attributed to minority interests in accordance with IAS 27 (Climbex S.A., Impel Griffin Group ). Structure of assets and equity and liabilities As at 31 March 2015, the balance sheet total in the Impel Group s consolidated financial statements amounted to PLN 862,426,000 and was higher than as at 31 December 2014 by PLN 26,104,000 (i.e. 3.1%). Non-current assets represent 38% of the balance-sheet total as at 31 March 2015 as compared to 39.4% as at 31 December 2014 and current assets were 62% and 60.6%, respectively. The most significant changes in assets related to trade receivables, standing at PLN 373,999,000, up PLN 30,973,000 compared to 31 December The main reason for the increase is growth in revenues from sales to customers outside of the Impel Group. The indicated item is also the largest category of assets. As at 31 March 2015, the equity capital of the Impel Group accounts for 34.4% of the funding sources, compared to 35.1% as at 31 December The largest item of liabilities are short-term private and bank loans, whose value increased by PLN 7,295,000 compared with 31 December 2015, and, as at 31 March 2015, they stood at PLN 217,943,000. As at As at 31 Mar Dec 2014 Change Growth rate Structure 1 2 3=1-2 4=3/2 31 Mar Dec 2014 Non-current assets 327, ,698 (2,095) -1% 38.0% 39.4% Current assets 534, ,624 28,199 6% 62.0% 60.6% TOTAL ASSETS 862, ,322 26,104 3% 100% 100% Equity 296, ,579 4,044 1% 34.4% 35.0% Minority 16,030 16,683 (653) -4% 1.9% 2.0% interests Non-current liabilities 79,146 82,540 (3,394) -4% 9.2% 9.9% Current liabilities 470, ,520 26,107 6% 54.6% 53.2% TOTAL EQUITY AND LIABILITIES 862, ,322 26,104 3% 100% 100% 2. FACTORS WHICH IN THE OPINION OF THE ISSUER MAY AFFECT ITS PERFORMANCE AT LEAST IN THE NEXT QUARTER The future performance of the Impel Group will be affected by the following factors: renegotiations of contracts in each segment, including: taking advantage of opportunities connected with the amendments to the Public Procurement Act (the right to automatic contract price adjustment, departure from the lowest price criterion); the preparation of the organization to new provisions of the Social Security Act: actions relating to the adjustment of the employment structure in the context of the application of social security contributions to civil-law agreements; the market situation in the Security segment (steps aimed at reversing the downward trend in revenue rates pointing out to customers why it is worth investing in quality); the costs of maintaining the sales revenue growth rate (including, among others, the contract costs relating to the operation and development of the Electronic Surveillance System (SDE)); taking advantage of opportunities connected with the amendments to the Criminal Code: the introduction of the possibility of serving a custodial sentence outside a prison, in the electronic surveillance system; the possibility of launching new services based on the System; taking advantage of synergies upon the merger of Impel IT with SI - Consulting S.A.; consolidation of services within the BPO area: the establishment of a package of financial, accounting, and IT support services based on specialized Group companies; UAH/PLN and PLN/EUR currency exchange rate fluctuations; 30

31 the risk of an adverse resolution of proceedings before the Supreme Administrative Court (NSA) regarding the recovery of VAT by Impel Logistics (according to the company, the validity of the questioned right is supported by a number of judgments of the Court of Justice of the European Union). 3. TYPE AND AMOUNTS OF ITEMS WHICH AFFECT THE ASSETS, EQUITY AND LIABILITIES, SHARE CAPITAL, NET PROFIT (LOSS), OR CASH-FLOW, AND WHICH ARE EXTRAORDINARY DUE TO THEIR TYPE, SIZE, OR EFFECT In Q1 2015, there were no significant, extraordinary events which could in any way affect assets, liabilities, equity, net financial result, or cash flows of the Impel Group. 4. SEGMENT REVENUE AND RESULTS Business segments The Group's operating activity was aggregated in the two major segments: Business Unit 1 Facility Management (BU-1), which comprises building, interior and exterior cleaning services and specialist cleaning services for institutional clients, technical maintenance of property, alarm systems, CCTV, and fire protection, rental services (work clothes and linen), laundry services for institutional clients, catering (food preparation and delivery), organization of deliveries of materials and goods, and temporary work; Business Unit 2 Security (BU-2), which comprises services related to manned security services, alarm systems monitoring, cash processing and services of document digitization and archiving. The structure of the Group is complemented by Other Companies (Independent Companies and Supporting Companies), i.e. companies providing, among others, personnel and payroll services, accounting services, facility management services and supply chain management services, telecommunication services, licensing and financial operations on financial assets of the Group s selected companies, as well as services connected with marketing and sports activities. Revenues and expenses of the particular business segments were computed and disclosed before the eliminations due to inter-segmental transactions. The prices used in the inter-segmental transactions are established in accordance with the Impel Group s strategy of using prices. The strategy assumes that, where possible, prices similar to the market prices are established; in other cases, prices are established on the basis of other valuation methods permitted by Article 9a of the Corporate Income Tax Act. The main body responsible for making decisions does not analyse the amounts of increases in noncurrent assets divided into segments; hence this information is not given in the tables below. The methods of measuring profit and rules of evaluating segments assets and liabilities do not differ from the rules accepted for preparing the financial statements. 31