The Management Board of IMPEL S.A. releases the Consolidated Quarterly Report for the first quarter of 2016

Transcription

1 The Management Board of IMPEL S.A. releases the Consolidated Quarterly Report for the first quarter of 2016

2 CONTENTS I. ORGANIZATION OF THE IMPEL GROUP INCLUDING SPECIFICATION OF CONSOLIDATED UNDERTAKINGS... 3 II. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF THE IMPEL GROUP... 7 III. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF IMPEL S.A IV. SUPPLEMENTARY INFORMATION V. OTHER INFORMATION SIGNATURES OF PERSONS REPRESENTING THE COMPANY... 51

3 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. 31 March 2016, the Impel Group consists of Impel S.A., i.e. the Parent Undertaking, and: 22 direct s, 44 s. The consolidation also includes one co- and one associated accounted for using the equity method. No. The composition of the Group as at 31 March 2016, broken down into Business Units, is shown in the following table: Type of Name of Registered Business Shareholders Method of relation and legal form office Profile consolidation with Impel S.A. Impel S.A. Wrocław supervision and management of the Impel Group Parent Undertaking 37,23% Nutit a.s. 1,55% Grzegorz Dzik 25,56% Trade Bridge Czechy a.s. 1,00% Józef Biegaj 34,66% other shareholders Subsidiary s Facility Management 1. Impel Cleaning Wrocław cleaning services 2. Impel Serviks SIA Riga (Latvia) cleaning services DC System Company S.K. Impel Food Hygiene Company S.K. Warsaw Warsaw 5. Impel Tech Solutions Warsaw 6. Hospital Service Company S.K. Wrocław cleaning services (cleaning facilities, including office buildings and hotels) specialized cleaning services for production plants in the food industry technical maintenance of property, installation of ventilation and air conditioning systems, technical and engineering services cleaning services, assistance services in healthcare 7. HR for Business Wrocław outsourcing services 8. Impel Griffin Group Kiev (Ukraine) cleaning services 9. Impel Airport Partner Wrocław handling services 10. CS Company S.K. Wrocław cleaning services direct direct 100% Impel S.A % Impel S.A % third party 99% Impel Cleaning 1% Company 99% Impel Cleaning 1% Company 99.91% Impel Cleaning 0.09% Company 46,39% Impel Cleaning, 26,26% Impel Security Polska, 10,07% Impel S.A., 9,19% Impel Volleyball S.A., 1,53% Company, 6,56% Impel Cash Solutions. 100% Impel Cleaning 61% Impel Cleaning 39% third parties 100% Impel Cleaning 99.87% Impel Cleaning 3

4 ZUH Partner Nieruchomości Centrum Badawczo Rozwojowe Partner 13. Consensus Company Biuro Podróży Partner BPO S.K. Impel Market Company S.K. Dąbrowa Górnicza Wrocław Dąbrowa Górnicza Dąbrowa Górnicza Wrocław technical maintenance of facilities outsourcing services catering (preparation and delivery of food) tour operator cleaning services 16. Construct Solutions Wrocław outsourcing services 17. Company Wrocław outsourcing services 18. Climbex S.A. Brzezie 19. Impel Rental PRO S.K. Wrocław 20. Impel Catering Company S.K. 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) laundry services for the hospital and hotel industries 22. Sanpro Job Service BPO 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 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 30. Consensus Company BIS 1) Wrocław real estate acquisition and sale 31. BPO Wrocław outsourcing services 32. Ubezpieczaj.pl Wrocław insurance brokerage 33. Consensus Investment Wrocław real estate acquisition and sale direct direct direct direct direct 0.13% Company 100% Impel Cleaning 100% Investment Partner 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 70.02% Impel Cleaning 29.98% third parties 99,7% Impel S.A., 0,3% BPO 99.82% Sanpro Job Service sp. z o.o 0.18% BPO 100% Impel Cleaning 51% Impel S.A. 49% third parties 100% Impel Cleaning 100 % Impel SA. 100% Impel S.A. 50.1% Impel Cleaning 49.9% third parties 100% Consensus Company 100% Company 100% Brokers Union 100% Consensus Company sp. z o.o 4

5 34. Investment Partner 1) Wrocław 35. Sanpro Interim BPO S.K. 2) Wrocław 36. Impel Security Polska Wrocław 37. Impel Provider Security Partner S.K. Wrocław 38. Impel Monitoring S.K. Wrocław real estate acquisition and sale cleaning services manned security of property manned security of people and property designing and installation of electronic security systems, monitoring of signals from alarm and visual systems 39. Security Partner Wrocław outsourcing services 40. Gwarant Agencja Ochrony S.A. Opole 41. Security Partner S.K. Wrocław 42. Impel Security Partner S. K. Wrocław manned security of people and property manned security of people and property outsourcing services 43. Impel Monitoring Wrocław outsourcing services Cash Handling Partner w likwidacji Time Security Partner S.K. TM Security Partner S. K. 3) ISP Security Partner S. K. 4) IPSP Security Partner S. K. 5) Wrocław Wrocław Wrocław Wrocław Wrocław 49. OPM Wrocław outsourcing services manned security of people and property manned security of people and property manned security of people and property manned security of people and property management of service deliveries to clients direct direct direct direct direct direct 100% Impel Cleaning 99,99% Impel Cleaning 0,01% BPO 100% Impel S.A. 99,7% Impel Security Polska, 0,3% Security Partner 99,98% Impel Security Polska 0,02% Impel Monitoring 100% Impel S.A. 73,1% Impel S.A. 26,9% third party 90,9% Impel Security Polska 9,1% Security Partner 0,99% Security Partner, 99,01% Impel Security Polska 100% Impel Security Polska 99% Impel Cash Services 1% Impel Security Polska 99% Impel Security Polska 1% Security Partner 99% Impel Cash Solutions 1% Security Partner 99% Impel S.A. 1% Security Partner 99% Impel S.A. 1% Security Partner 100% Impel S.A. Segment BPO (Business Process Outsourcing) 50. SI-Consulting Wrocław telecommunication and IT services, consulting in the scope of configuration and implementation of integrated IT systems 51 TMSI Partners S.á r.l. Luxemburg licensing services 52. Rent Management Wrocław outsourcing services 53. House Rent Management S.K.A. Wrocław property rental direct direct direct direct 51 % Impel S.A., 49 % third party 100% Impel S.A. 100% Impel S.A. 100% Impel S.A. 5

6 Owner,,Rent Management S.K.A. Asset,,Rent Management Wrocław Wrocław outsourcing services outsourcing services 56. MarketCo Wrocław marketing services Impel Business Solutions Spółdzielnia Wsparcia Biznesu IBS Accounting Audyt Partner S.K. Wrocław Wrocław Wrocław accounting services, consulting in the scope of business activity, HR and payroll services accounting services, consulting in the scope of business activity, HR and payroll services, financial audit, telecommunication and IT services Financial audit 60. ARM Finanse Wrocław outsourcing services 61. Impel Cleaning & Wspólnicy sp. j. Wrocław 62. SI ecommerce Wrocław 63. SI4IT 6) Wrocław 64. Impel Cash Services Warsaw Impel Cash Solutions CP Security Partner S. K. 7) Warsaw Wrocław outsourcing services telecommunication and IT services, consulting in the scope of configuration and implementation of integrated IT systems telecommunication and IT services, consulting in the scope of configuration and implementation of integrated IT systems cash processing services (handling and processing of cash) cash processing services (handling and processing of cash) manned security of people and property direct direct direct direct 98% Impel S.A. 2% Rent Management 100 % ARM Finanse. 75% Impel S.A. 25% TMSI Partners S.á r.l. 100% Impel S.A. Impel Business Solutions sp. z o.o Audyt Partner, Impel IT 99,3% Impel Business Solutions 0,7% third party 100% Impel S.A. 3,8% Impel Cleaning 0,08% Owner,,Rent Management S.K.A. 96,02% Gwarant Agencja Ochrony S.A., 0,1% Impel Catering Company 61% SI-Consulting 39% other shareholders 67% SI-Consulting 33% other shareholders 100% Impel Security Polska 100% Impel Security Polska 99% Impel Security Polska 1% Security Partner Jointly controlled and associated companies 67. Elkom Brzezie near Opole 68. Impel Perfekta Chojnów cleaning services, property management laundry services for the hospital and hotel industries associated co- 31,57% Impel Cleaning 68,43% third party 50% Impel Cleaning 50% Perfekta Beteiligungsgesellschaft GmbH equity method equity method 1) The company established on 1 February ) The company established on 11 February ) The company established on 4 March ) The company established on 4 March ) The company established on 4 March ) The company established on 1 February ) The company established on 26 February

7 II. CONDENSED QUARTERLY FINANCIAL STATEMENTS OF THE IMPEL GROUP 1. STATEMENT OF FINANCIAL POSITION OF THE IMPEL GROUP ASSETS Note I. Non-current assets (items 1-8) 334, , Goodwill 47,135 47, Other intangible assets 1 35,186 36, Property, plant and equipment 2 180, , Investment property 8,374 6, Financial assets (5a+5b+5c+5d): 23,520 20,269 5a. Financial assets measured at fair value through profit and loss b. Investments held to maturity c. Borrowings and receivables (5c 1 + 5c 2): 23,041 19,789 5c 1. Borrowings 11,095 11,629 5c 2. Non-current receivables 11,946 8,160 5d. Financial assets available for sale Investments in associated and co- s consolidated with equity method 6,484 6, Prepayments and accrued income 1,379 1, Deferred tax assets ,228 28,364 II. Current assets (items 1-4) 594, , Inventories 24,267 23, Financial assets (2a+2b+2c): 542, ,220 2a. Financial assets measured at fair value through profit and loss 1,985 1,894 2b. Borrowings and receivables (2b 1 + 2b 2): 484, ,932 2b 1. Borrowings 23,905 19,236 2b 2. Current receivables (a+b+c+d) 460, ,696 a) Trade receivables 409, ,684 b) Receivables from state and local budgets, including: 31,652 28,974 - Current tax receivables 3,267 4,538 c) Financial lease receivables 2,004 2,092 d) Other receivables 17,365 23,946 2c. Cash and cash equivalents 55,510 69, Prepayments and accrued income 27,849 23, Assets classified as held for sale Total assets I+II 928, ,795 7

8 EQUITY AND LIABILITIES Note I. Total equity and liabilities (1+2) 313, , Equity of the Parent Undertaking (items 1a-1g) 296, ,153 1a. Share capital 64,326 64,326 1b. Reserve funds 115, ,249 1c. Other capital reserves 72,121 72,121 1d. Currency translation differences resulting from consolidation (1,838) (1,615) 1e. Other capital f. Retained profit/(loss carry-forward) 42,941 19,994 1g. Current year net profit/(loss) 2,456 22, Capital attributable to non-controlling interests 17,878 18,536 II. Non-current liabilities (items 1-7) 80,846 77, Deferred tax liability ,228 4, Employee benefits ,533 1, Non-current provisions Non-current bank loans and borrowings 17,804 19, Non-current financial lease liabilities 37,424 35, Deferred income 1,300 1, Other non-current liabilities 17,516 15,195 III. Current liabilities (items 1-8) 533, , Current bank loans and borrowings 230, , Trade payables 152, , Public charges, including: 46,182 44,237 3a. Current tax liabilities 1,828 2, Employee benefits ,416 55, Current financial lease liabilities 17,568 17, Deferred income 2,037 2, Other liabilities 13,231 9, Current provisions ,515 4,502 Total equity and liabilities I+II+III 928, ,795 8

9 BOOK VALUE PER SHARE Book value (PLN 000) 296, ,153 Number of shares* 12,865,177 12,865,177 Book value per share (PLN) 23,01 23,02 9

10 2. STATEMENT OF COMPREHENSIVE INCOME OF THE IMPEL GROUP Note (transformed) I. Revenue from sales and subsidies (items 1-2): 481, , Sales revenue, including: 471, ,560 a) Revenue from sales of services and products 449, ,267 b) Revenue from sales of materials and goods for resale 22,452 21, Other revenue subsidies 9,540 10,148 II. Operating expenses (items 1-7): (477,512) (424,078) 1. Depreciation and amortisation (13,052) (13,022) 2. Raw materials and energy used (38,850) (40,353) 3. Contracted services (217,142) (180,953) 4. Salaries and wages, social security and other employee benefits (182,618) (165,393) 5. Other cost by type (9,595) (10,048) 6. Selling costs materials and goods for resale (16,368) (14,576) 7. Change in products A. Profit/(loss) on sales (I+II) 3,554 9,630 I. Other operating income, including: 3 5,818 2, Gain on disposal of non-current non-financial assets 3, Reversal of valuation allowances for assets II. Other operating expenses, including: 4 (2,991) (3,237) 1. Loss on disposal of non-current non-financial assets (12) (114) 2. Valuation allowances for assets (1,102) (1,216) B. Operating profit/(loss) (A+I+II) 6,381 9,265 I. Financial income, including: Interest Other II. Financial expenses, including: 5 (3,828) (3,940) 1. Interest (2,360) (2,473) 2 Revaluation of investments (60) - 3. Other (1,408) (1,467) C. Pre-tax profit/(loss) (B+I+II) 3,247 5,785 I. Corporate income tax 6 (583) (1,832) D. Share in profit (loss) of an valued with the equity method E. Net profit/(loss) (C+I+D) 2,686 3,963 Other comprehensive income Items which may be transferred to the financial result in the following reporting periods Currency translation differences resulting from consolidation (335) (638) Corporate income tax - - Items which will not be transferred to the financial result in the following reporting periods Actuarial gains (losses) - - Corporate income tax - - Total comprehensive income 2,351 3,325 Net profit/(loss): 2,686 3,963 - attributable to shareholders of the Parent Undertaking 2,456 4,571 - attributable to non-controlling interests 230 (608) Total comprehensive income 2,351 3,325 - attributable to shareholders of the Parent Undertaking 2,233 4,136 - attributable to non-controlling interests 118 (811) Net profit attributable to shareholders of the Parent Undertaking 2,456 4,571 Earnings/(loss) per ordinary share 0,19 0,36 Diluted profit (loss) per share 0,19 0,36 10

11 3. STATEMENT OF CHANGES IN CONSOLIDATED EQUITY Impel Group 1 Jan Capital attributable to shareholders of the Parent Undertaking Share capital Treasury shares Reserve funds Other capital reserves Other capital (actuarial losses) Currency translation differences resulting from consolidation Retained earnings/loss carry-forward* Net result TOTAL Noncontrolling interest 1 January , ,249 72, (1,615) 42, ,153 18, ,689 Comprehensive income (223) - 2,456 2, ,351 - net profit (loss) ,456 2, ,686 - differences resulting from consolidation of foreign (223) - - (223) (112) (335) s Transactions with owners: - - (2,380) (2,330) (776) (3,106) - dividend (1,269) (1,269) - previous years losses written off - - (50) Recognition of options for share purchase - - (1,848) (1,848) - (1,848) - change in capital attributable to non-controlling interests, resulting from acquisition or - - (482) (482) disposal of companies , ,869 72, (1,838) 42,941 2, ,056 17, ,934 * 1 January 2016, retained earnings/loss carry forward of PLN 42,891,000 comprised the net result for 2015 of PLN 22,897,000 and retained earnings/loss carry forward as at 31 December 2015 of PLN 19,994,000. TOTAL 11

12 1 Jan Capital attributable to shareholders of the Parent Undertaking Share capital Treasury shares Reserve funds Other capital reserves Other capital (actuarial losses) Currency translation differences resulting from consolidation Retained earnings/loss carry-forward * Net result TOTAL Noncontrolling interest 1 January , ,503 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 resulting from recalculation of foreign (435) - - (435) (203) (638) s Transactions with owners: - - (92) (1,845) - - 1,845 - (92) previous years losses written off (1,845) - - 1, recognition of capital attributable to shares noncontrolling formation of new - - (92) (92) companies , ,412 73,520 (131) (1,632) 15,557 4, ,623 16, ,653 * 1 January 2015, retained earnings/loss carry forward of PLN 13,712,000 comprised the net result for 2015 of PLN 30,451,000 and retained earnings/loss carry forward as at 31 December 2015 of PLN -16,739,000. TOTAL 12

13 4. STATEMENT OF CASH FLOWS OF THE IMPEL GROUP A. Cash flows from operating activities 1 Jan Mar Jan Mar 2015 (transformed) I. Net profit (loss) 2,456 4,571 II. Total adjustments 11, (Profit)/loss attributable to minority interests 2. Depreciation and amortisation 230 (608) 13,052 13, Foreign exchange (gains)/losses (54) (46) 4. Interest and distributions from profit (dividends) 1,790 2, (Profit)/loss on investing activities 6. Change in provisions 7. Change in inventories (3,800) (642) (38) (857) (698) (1,710) 8. Change in receivables (33,921) (35,416) 9. Change in liabilities (net of loans and borrowings), including: 43,164 23,604 9a. Change in current tax liabilities (674) 2, Change in accruals and deferrals (8,036) 1, Other adjustments (26) 44 III. Net cash provided by/(used in) operating activities (I+II) 14,119 5,334 B. Cash flows from investing activities I. Cash provided by investing activities 1,744 2, Sale of intangible assets and property, plant and equipment Sale of investments in properties Cash provided by financial assets, including : 817 1,176 a) in related s - - b) in other s 817 1,176 - repayment of borrowings advanced 507 1,003 - interest received Other cash provided by investing activities - 66 II. Cash used in investing activities (9,366) (12,020) 1. Acquisition of intangible assets and property, plant and equipment (4,611) (6,357) 2. Investments in properties Cash used on financial assets, including: (4,485) (5,663) a) in related s - (60) - acquisition of shares - (60) b) in other s (4,485) (5,603) - acquisition of shares - (2,000) - borrowings advanced (4,485) (3,603) 4. Dividend paid to minority shareholders and other cash used on investing activities (270) - III. Net cash provided by/(used in) investing activities (I+II) (7,622) (9,152) C. Cash flows from financing activities I. Cash provided by financial activities 15,232 17, Increase in loans and borrowings 15,232 17,391 II. Cash used in financial activities (35,613) (19,823) 1. Dividends and other distributions to shareholders Repayment of loans and borrowings (28,156) (12,745) 3. Decrease in financial lease liabilities (5,151) (4,611) 4. Interest paid (2,306) (2,467) III. Net cash provided by/(used in) financing activities (I+II) (20,381) (2,432) D. Total net cash flow (A.III+B.III+C.III ) (13,884) (6,250) E. Balance-sheet change in cash (13,884) (6,250) F. Cash at beginning of period 69,394 48,542 G. Cash at end of period (F+D) 55,510 42,292 13

14 SELECTED EXPLANATORY NOTES NOTE 1 OTHER INTANGIBLE ASSETS a) acquired permits, licences, patents and similar assets* 31,766 33,055 b) other intangible assets 2,403 2,706 c) intangible assets under construction 1, Total other intangible assets 35,186 36, , the Group s companies did not enter into agreements obliging them to purchase intangible assets CHANGES IN OTHER INTANGIBLE ASSETS (BY TYPE) acquired permits, patents, licences and similar assets other intangible assets intangible assets under construction Total intangible assets a) gross intangible assets at beginning of period 64,565 15, ,760 b) increase acquisition and settlement of intangible assets under construction c) decrease (8) (387) (103) (498) - liquidation (8) (387) - (395) - settlement of intangible assets under construction - - (103) (103) d) gross intangible assets at end of period 64,660 15,237 1,017 80,914 e) accumulated amortization at beginning of period 31,510 12,396-43,906 f) amortization for the period 1,384 (71) - 1,313 - increase 1, ,708 - current period amortization 1, ,708 - decrease (8) (387) - (395) - liquidation (8) (387) - (395) g) accumulated amortization at end of period 32,894 12,325-45,219 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 31,766 2,403 1,017 35,186 14

15 CHANGES IN OTHER INTANGIBLE ASSETS (BY TYPE) (transformed) acquired permits, patents, licences and similar assets other intangible assets intangible assets under construction Total intangible assets a) gross intangible assets at beginning of period 64,541 20, ,601 b) increase acquisition and settlement of intangible assets under construction c) decrease (11) (256) (106) (373) - disposal (3) - - (3) - liquidation (8) (256) - (264) - settlement of intangible assets under construction - - (106) (106) d) gross intangible assets at end of period 64,633 20, ,483 e) accumulated amortization at beginning of period 26,352 15,266-41,618 f) amortization for the period 1, ,532 - increase 1, ,799 - current period amortization 1, ,799 - decrease (11) (256) - (267) - disposal (3) - - (3) - liquidation (8) (256) - (264) g) accumulated amortization at end of period 27,726 15,424-43,150 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 36,907 4, ,824 15

16 NOTE 2 PROPERTY, PLANT AND EQUIPMENT a) tangible assets, including: 176, ,260 - land 4,201 4,201 - buildings and structures 41,611 42,481 - plant and equipment 83,120 81,974 - vehicles 31,433 33,130 - other tangible assets, including: equipment for the provision of services 16,069 16,474 b) tangible assets under construction 4,534 1,637 Property, plant and equipment 180, , , the Group s companies did not enter into agreements obliging them to purchase tangible assets tangible other total CHANGES IN TANGIBLE ASSETS (BY TYPE) buildings and plant and assets land vehicles tangible tangible structures equipment under assets assets construction a) gross tangible assets at beginning of period 4,201 60, ,952 69,055 46,985 1, ,360 b) increase , ,874 11,308 21,311 - acquisition and settlement of tangible assets under construction , ,874 11,308 21,311 c) decrease - (150) (9,070) (1,549) (851) (8,411) (20,031) - disposal - (86) (8,914) (1,464) (824) - (11,288) - liquidation - (64) (156) (85) (27) - (332) - settlement of tangible assets under construction (8,411) (8,411) d) gross tangible assets at end of period 4,201 60, ,496 67,929 48,008 4, ,640 e) accumulated depreciation at beginning of period - 16, ,787 35,925 30, ,746 f) depreciation for the period: (2,602) 571 1, increase ,331 2,019 2,132-11,305 - current period depreciation ,331 2,019 2,132-11,305 - decrease - (11) (8,933) (1,448) (704) - (11,096) - disposal - (7) (8,798) (1,364) (697) - (10,866) - liquidation - (4) (135) (84) (7) - (230) g) accumulated depreciation at end of period - 17, ,185 36,496 31, ,955 h) impairment charges at beginning of period - (1,525) (191) - (1) - (1,717) i) impairment charges at end of period - (1,525) (191) - (1) - (1,717) j) net tangible assets at end of period 4,201 41,611 83,120 31,433 16,069 4, ,968 16

17 tangible other total CHANGES IN TANGIBLE ASSETS (BY TYPE) buildings and plant and assets land vehicles tangible tangible structures equipment under assets assets construction a) gross tangible assets at beginning of period 5,886 57, ,633 62,247 39,527 4, ,847 b) increase - 3,004 3, ,321 6,588 14,783 - acquisition and settlement of tangible assets under construction - 3,004 3, ,321 6,588 14,783 c) decrease - (183) (853) (372) (371) (6,514) (8,293) - disposal - (3) (5) (282) (310) - (600) - liquidation - (180) (848) (90) (61) - (1,179) - settlement of tangible assets under construction (6,514) (6,514) d) gross tangible assets at end of period 5,886 60, ,409 62,116 40,477 4, ,337 e) accumulated depreciation at beginning of period - 15, ,840 31,461 23, ,954 f) depreciation for the period: ,332 1,789 1,807-9,524 - increase ,129 2,122 2,150-11,179 - current period depreciation ,129 2,122 2,150-11,179 - decrease - (182) (797) (333) (343) - (1,655) - disposal - (2) (5) (253) (242) - (502) - liquidation - (180) (792) (80) (101) - (1,153) g) accumulated depreciation at end of period - 15, ,172 33,250 25, ,478 h) impairment charges at beginning of period - (1,525) (217) - (13) - (1,755) - increase (12) - (12) - use i) impairment charges at end of period - (1,525) (206) - (25) - (1,756) j) net tangible assets at end of period 5,886 43,251 85,031 28,866 15,374 4, ,103 17

18 NOTE 3 OTHER OPERATING INCOME 1 Jan Jan (transformed) Gain on disposal of non-current non-financial assets 3, Reversal of valuation allowances for assets Reversal of provisions on account of disputed claims Received penalties and damages Interest received from contracting parties Reimbursement of judicial fees and other costs of proceedings Remuneration of payer under PIT Other Total other operating income 5,818 2,872 NOTE 4 OTHER OPERATING EXPENSES 1 Jan Jan (transformed) Loss on disposal of non-current non-financial assets Valuation allowances for assets 1,102 1,216 Penalties, fines, damages Payments to the Public Procurement Office Donations Net value of liquidated tangible and intangible assets Judicial fees and costs of proceedings Costs related to damage Foreign exchange differences Trade receivables written-off Disposal of debt 2 11 Other Total other operating expenses 2,991 3,237 NOTE 5 FINANCIAL EXPENSES 1 Jan Jan Interest 2,360 2,473 Fees on account of a loan Fees on account of guarantees and sureties Option discount Other Total financial expenses 3,828 3,940 18

19 NOTE 6 INCOME TAX 1 Jan Jan Current tax on income in the financial year (3,519) (4,801) Total current income tax (3,519) (4,801) 1. Temporary differences and their reversal 2,936 2,969 Total deferred income tax 2,936 2,969 Total income tax (583) (1,832) 19

20 CONDENSED QUARTERLY FINANCIAL STATEMENTS OF IMPEL S.A. 1. STATEMENT OF FINANCIAL POSITION OF IMPEL S.A. ASSETS Note I. Non-current assets items , , Other intangible assets 1 2,338 2, Property, plant and equipment Investment property 3,001 3, Financial assets 45a+4b) 168, ,334 4a.Borrowings and receivables (4a 1 + 4a 2): 14,116 13,980 4a 1. Borrowings 7,609 7,525 4a 2. Non-current receivables 6,507 6, Prepayments and accrued income 154, , Deferred tax asset II. Current assets items ,128 2, Inventories 41,424 40, Financial assets and other receivables (2a+2b) a.Financial assets measured at fair value through profit and loss 40,079 39,553 2b.Borrowings and receivables (2b 1 +2b 2) 35,359 34,750 2a 1. Borrowings 4,810 7,789 2a 2. Current receivables (a+b+c) 30,549 26,961 a) Trade receivables 15,113 16,443 b) Receivables from state and local budgets, including: Current tax receivables c) Other receivables 14,662 9,737 2b.Cash and cash equivalents 4,720 4, Prepayments and accrued income Total assets I+II 218, ,856 20

21 EQUITY AND LIABILITIES Note I. Total equity and liabilities (1-6) 184, , Share capital 64,326 64, Reserve funds 34,050 34, Other capital reserves 63,350 63, Other capital (16) (16) (actuarial gains/losses) (16) (16) 5. Retained earnings/(loss carry-forward) 16,581 (4,733) 6. Profit/(loss) for the period 6,052 21,314 II. Non-current liabilities (items 1-5) 12,838 13, Employee benefits , Non-current bank loans and borrowings 3,749 4, Non-current financial lease liabilities Deferred income Other non-current liabilities 7,369 7,811 III. Current liabilities (items 1-8) 20,970 26, Current bank loans and borrowings 10,663 14, Trade payables 2,092 3, Public charges 1, Employee benefits ,087 3, Current financial lease liabilities Deferred income Other liabilities 3,161 3, Current provisions Total equity and liabilities I+II+III 218, ,856 BOOK VALUE PER SHARE Book value (PLN 000) 184, ,291 Number of shares 12,865,177 12,865,177 Book value per share (PLN) 14,33 13,86 21

22 2. STATEMENT OF COMPREHENSIVE INCOME OF IMPEL S.A. Note 1 Jan Jan I. Revenue from sales and subsidies (items 1-2): 8,922 8,334 - from related s 8,044 7, Sales revenue, including: 8,482 7,990 a) Revenue from sales of products and services 8,453 7,989 b) Revenue from sales of materials and goods 29 1 for resale 2. Other revenue subsidies II. Operating expenses (items 1-6): (10,117) (9,817) 1. Depreciation and amortization (320) (335) 2. Raw materials and energy used (199) (178) 3. Contracted services (4,491) (4,129) 4. Salaries and wages, social security and other employee benefits (4,797) (4,606) 5. Other cost by type (310) (598) 6. Change in products - 29 A. Profit/(loss) on sales (I+II) (1,195) (1,483) I. Other operating income, including: 6,318 6, Dividends and other distributions from profit 6,150 6,766 - from related s 6,150 6, Gain on disposal of non-current non-financial assets 1-3. Reversal of valuation allowances for assets Other operating income II. Other operating expenses, including: (72) (21) 1. Loss on disposal of non-current non-financial assets Valuation allowances for assets (45) - 3. Other operating expenses (27) (21) B. Operating profit/(loss) (A+I+II) 5,051 5,298 I. Financial income, including: 1,494 1, Interest from related s Profit on disposal of investments Revaluation of investments Other 1,306 1,189 II. Financial expenses, including: (323) (434) 1. Interest (113) (171) - from related s (3) (4) 2. Loss on disposal of investments Revaluation of investments (35) (28) 4. Other (175) (235) C. Pre-tax profit/(loss) (B+I+II) 6,222 6,270 I. Corporate income tax (170) (404) 1. Current portion Deferred portion (170) (404) D. Net profit/(loss) (C+I+D) 6,052 5,866 Other comprehensive income Other comprehensive net income reclassified to net/loss in successive reporting periods Other comprehensive net income not reclassified to net/loss in successive reporting periods Total comprehensive income 6,052 5,866 Earnings/(loss) per ordinary share 0,47 0,46 Diluted profit (loss) per share 0,47 0,46 22

23 3. STATEMENT OF CHANGES IN EQUITY OF IMPEL S.A. Impel Group 1 Jan Share capital Treasury shares Reserve funds Capital reserves Other capital reserves Retained earnings/loss carry-forward Net result for the period Current year profit writeoffs 1 January ,326-34,050 63,350 (16) 16, ,291 Comprehensive income, including: ,052-6,052 - net profit (loss) ,052-6,052 Transactions with owners: TOTAL dividend ,326-34,050 63,350 (16) 16,581 6, ,343 1 Jan Share capital Treasury shares Reserve funds Capital reserves Other capital reserves Retained earnings/loss carry-forward Net result for the period Current year profit writeoffs 1 January ,326-34,050 62,863 (27) 15, ,264 Comprehensive income, including: ,866-5,866 - net profit (loss) ,866-5,866 Transactions with owners: dividend ,326-34,050 62,863 (27) 15,052 5, ,130 TOTAL 23

24 4. STATEMENT OF CASH FLOWS OF IMPEL S.A. 1 Jan Jan A. Cash flows from operating activities I. Net profit/(loss) 6,052 5,866 II. Total adjustments (4,428) (11,780) 1. Depreciation and amortisation Foreign exchange (gains)/losses Interest and distributions from profit (dividends) (6,225) (6,812) 4. (Profit)/loss on investing activities (1) - 5. Change in provisions Change in inventories - (29) 7. Change in receivables, including: 2,336 (3,099) 8. Change in liabilities (net of loans and borrowings) (909) (2,339) 9. Change in accruals and deferrals Other adjustments III. Net cash provided by/(used in) operating activities (I+II) 1,624 (5,914) B. Cash flows from investing activities - I. Cash provided by investing activities 3,223 4, Sale of intangible assets and property, plant and equipment 1-2. Sale of investment property and intangible assets Cash provided by financial assets, including: 3,222 4,748 a) in related s, including 3,198 4,729 - dividends and other profit distributions repayment of borrowings granted 3,000 4,600 - interest b) in other s, including interest II. Cash used in investing activities (425) (37) 1. Acquisition of intangible assets and property, plant and equipment (20) (37) 2. Investment property Cash used on financial assets, including: (405) - a) in related s, including (405) - - acquisition of financial assets (405) - III. Net cash provided by/(used in) investing activities (I+II) 2,798 4,711 C. Cash flows from financing activities I. Cash provided by financing activities - - II. Cash used in financing activities (4,505) (1,543) 1. Dividends and other distributions to shareholders Repayment of loans and borrowings (4,282) (1,316) 3. Payment of financial lease liabilities (90) (68) 4. Interest (133) (159) III. Net cash provided by/(used in) financing activities (I+II) (4,505) (1,543) D. Total net cash flow (A.III+B.III+C.III) (83) (2,746) E. Balance-sheet change in cash (83) (2,746) F. Cash at beginning of period 4,803 6,496 G. Cash at end of period (F+D) 4,720 3, SELECTED EXPLANATORY NOTES NOTE 1 OTHER INTANGIBLE ASSETS a) acquired permits, licences, patents and similar assets 2,302 2,437 b) intangible assets under construction Total other intangible assets 2,338 2, , the Company did not enter into any agreements obliging it to purchase intangible assets. 24

25 CHANGES IN OTHER INTANGIBLE ASSETS, BY TYPE acquired permits, patents, licences and similar assets other intangible assets intangible assets under construction Total intangible assets a) gross intangible assets at beginning of period 6, ,384 b) increase acquisition acquisition and settlement of intangible assets under construction transfer c) decrease (3) (69) (6) (78) - disposal (3) - - (3) - liquidation - (69) - (69) - settlement of intangible assets under construction - - (6) (6) d) gross intangible assets at end of period 6, ,328 e) accumulated amortization at beginning of period 4, ,402 f) amortization for the period: 148 (69) increase current period amortization transfer decrease (3) (69) - (72) - disposal (3) - - (3) - liquidation - (69) - (69) g) accumulated amortization at end of period 4, ,481 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 2, ,338 25

26 CHANGES IN OTHER INTANGIBLE ASSETS, BY TYPE acquired permits, patents, licences and similar assets other intangible assets intangible assets under construction Total intangible assets a) gross intangible assets at beginning of period 6, ,332 b) increase acquisition 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 of period 3, ,856 f) amortization for the period increase current period amortization other decrease g) accumulated amortization at end of period 3, ,997 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 2, ,835 26

27 NOTE 2 PROPERTY, PLANT AND EQUIPMENT a) Tangible assets, including: buildings and structures plant and equipment vehicles other tangible assets, including: equipment for the provision of services 6 8 b) tangible assets under construction 25 - Property, plant and equipment , the Company did not enter into any agreements obliging it to purchase tangible assets tangible total CHANGES IN TANGIBLE ASSETS, buildings and plant and other tangible assets vehicles tangible BY TYPE structures equipment assets under assets construction a) gross tangible assets at beginning of period 1,039 2,474 1, ,154 b) increase acquisition settlement of tangible assets under construction other c) decrease - (7) (149) - (2) (158) - liquidation (2) (2) - settlement of tangible assets under construction - (7) (149) - - (156) d) gross tangible assets at end of period 1,039 2,468 1, ,026 e) accumulated depreciation at beginning of period 661 2,066 1, ,257 f) depreciation for the period: (92) 2 - (1) - increase current period depreciation other decrease (1) (5) (149) - - (155) - liquidation (1) - other (1) (5) (149) - - (154) g) accumulated depreciation at end of period 675 2,141 1, ,256 h) impairment charges at beginning of period i) impairment charges at end of period j) net tangible assets at end of period

28 tangible other total CHANGES IN TANGIBLE ASSETS, buildings and plant and assets vehicles tangible tangible BY TYPE structures equipment under assets assets construction a) gross tangible assets at beginning of period 1,039 2,456 1, ,180 b) increase acquisition other c) decrease - (29) (29) - liquidation - (29) (29) d) gross tangible assets at end of period 1,039 2,444 1, ,195 e) accumulated depreciation at beginning of period 602 1, ,702 f) depreciation for the period: increase current period depreciation decrease - (26) (26) liquidation - (26) (26) g) accumulated depreciation at end of period 617 1, ,844 h) impairment charges at beginning of period i) impairment charges at end of period j) net tangible assets at end of period ,351 28

29 III. SUPPLEMENTARY INFORMATION 1. COMMENTS ON KEY ECONOMIC AND FINANCIAL DATA DISCLOSED IN THE QUARTERLY CONSOLIDATED FINANCIAL STATEMENTS OF THE IMPEL GROUP FOR Q Selected items from financial statements of Impel Group Q Q Change Dynamics [PLN 000] [PLN 000] [PLN 000] [%] Revenue from sales 471, , , ,3% Operating expenses -477, , , ,6% Subsidies 9, , ,0% EBIT 6, 381 9, 265-2, ,9% EBITDA 19, , 287-2,854 87,2% Net profit attributable to Parent 2, 456 4,571-2, ,7% EBIT margin 1,4% 2,2% -0,8% pp. EBITDA margin 4,1% 5,3% -1,1% pp. Revenues In Q1 2016, revenues from sales of services (products), materials and goods for resale amounted to PLN 471,526,000, which represents an increase by PLN 47,966,000, i.e. by 11.3%, as compared to the first quarter of Q Q Change Dynamics [PLN 000] [PLN 000] [PLN 000] [%] Sales to external customers FM 433, , , ,3% Sales to external customers BPO 38, , 334-1, ,4% In Q1 2016, revenues of the Facility Management segment had the largest share in the Impel Group s revenues attributable to external customers, totalling PLN 433,040,000, which represents an increase of PLN 50,699,000, i.e. by 13,3%, in relation to Q The biggest increases result from indexation of prices of implemented contracts (estimated impact of PLN 31,400,000) in cleaning services and manned guarding of property. These products require large share of costs of labour in general expenses, hence the focus is on negotiations and the biggest growth in these areas. Other operating income recognized by the Impel Group in the first quarter of 2016 totalled PLN 5,818,000, which represents their increase of PLN 2,946,000, i.e. by 102,6%, in relation to the corresponding period in the previous year. It should be emphasized that a significant portion of revenue recorded in the corresponding period was attributable to a non-recurrent transaction in the Impel Group s ordinary business activity, i.e. to the disposal of tangible assets by Impel Cleaning of PLN 3,100,000. The assets are successively replaced by new machinery. Expenses In the first quarter of 2016 consolidated operating expenses of the Impel Group amounted to PLN 477,512,000, which represents an increase of PLN 53,434,00, i.e. by 12.6%, compared to Q The most considerable impact on the level of expenses was exerted by expenses incurred on contracted services (an increase of PLN 36,189,000, i.e. by 20%) and payroll expenses (an increase of PLN 17,225,000, i.e. by 10.4%), The higher in these groups result from changes concerning Social Security and increase in minimum wages (as of 1 January 2016 it is PLN 1,850 vs. 1,750 in Q1 2015). EBIT (defined as the operating result) EBIT, the operating result, was at the level lower than in the first quarter of 2015 and totalled PLN 6,381,000, which represents its decrease of PLN 2,884,000, i.e. by 31.1%. The decrease results from the required statutory increase in wages as of 1 January with not always completed negotiations of contract prices. The Group also suffers from non-observance of adopted use SDE (the real use of the system is now below 30%). 29

30 EBITDA (defined as the operating result increased by depreciation/amortization) EBITDA totalled PLN 19,433,000, which represents its decrease of PLN 2,854,000, i.e. by 12.8%, in comparison with the first quarter of The EBITDA result, lower than the one recorded in the previous year, comprises comparable depreciation/amortization charges (an increase in depreciation/ amortization of PLN 30,000, i.e. by 0.2%, was recorded in comparison with Q1 2015). Net profit/loss Net profit attributable to shareholders of the parent company achieved in Q amounted to PLN 2,456,000, which represents a decrease of PLN 2,115,000, i.e. by 46,3%, in comparison with Q The decrease in net result was brought about by lower EBIT value. Structure of assets and equity and liabilities , the balance sheet total in the Impel Group s condensed consolidated financial statements amounted to PLN 928,645,000 and was higher than the figure recorded as at 31 December 2015 by PLN 35,850,000 (i.e. by 3.8%). Selected items of financial statements of the Impel Group Change Dynamics Structure PLN Non-current assets 334, ,225 8, ,5% 36,0% 36,5% Current assets 594, ,570 25, ,5% 64,0% 63,5% TOTAL ASSETS 928, ,795 33, ,8% 100% 100% Equity of the parent 296, , % 31,9% 33,1% Minority interests 17,878 18, ,5% 1,9% 2,1% Non-current liabilities 80,846 77,458 3, ,4% 8,7% 8,7% Current liabilities 533, ,648 31, ,2% 57,5% 56,2% TOTAL EQUITY AND LIABILITIES 928, ,795 33, ,8% 100% 100% , non-current assets represented 36.0% of the balance sheet total, in comparison with 36.5% recorded as at 31 December 2015, whereas current assets represented 64.0% and 63.5%, respectively. The most significant changes in assets concerned trade receivables, which increased by PLN 34,058,000 in comparison to their position as at 31 December 2015 and totalled PLN 409,742,000, mainly because of a considerable increase in revenue from sales to third parties. It represented also the largest item among assets , the Impel Group s equity represented 31.9% of the sources of financing, in comparison with 33.1% as at 31 December Current bank loans and borrowings formed the largest equity and liabilities item their value was at the level of PLN 230,712,000, i.e. it decreased by PLN 11,405,000 in comparison to their position as at 31 December FACTORS WHICH MAY AFFECT THE PERFORMANCE OF THE ISSUER IN THE NEXT QUARTER AT LEAST The future performance of the Impel Group will be affected by the following factors: The Impel Group s future performance will be affected by the following factors: Effectiveness of negotiations with customers regarding valorisation of prices for services they 30

31 are provided with, as a result in changes in Social Security law. Scope of changes in employment law regulations Minimum Wage law amendments and the relating regulations, assuming introduction of e.g. Minimum PLN 12 hourly rate. The assumed implementation activities of the latest known draft regulations (dated 27 April 2016): The Act comes into force 1 September 2016, The established by the Act minimum hourly rate will be effective as from 1 January 2017, In the case of agreements signed before 1 September 2016 (in the case of public orders in the case of proceedings announced before 1 September 2016) each of the parties of the agreement, by 31 December 2016, may file a motion in writing to negotiate settlement concerning the relevant change in wages. Lack of settlement enables the other party to terminate the agreement with 2-month s notice. Positive effects of internal changes: Merging organizational structures of the Group ensuring a cohesive operation of the entire Group as a uniform entity on the service market based on its new, optimum organization and functional structure, Synergy of service packages (multiserwis and integrated FM services) Using the synergy effect following the merger of Impel IT z SI - Consulting S.A. Consolidation of services in BPO package of financial, accounting and IT service based on specialized companies of the Group, in terms of internal needs Centre of Common Services (CUW) and support for external customers, Effect of amended law (March 2016) on Electronically Monitored Curfew (System Dozoru Elektronicznego - SDE) - The chances for reversing the trend and gradual increase in convicts relating to bringing back the previous regulations (from before 1 July 2015). The current operations of SDE significant differs from the assumed Terms of Reference (specyfikacja istotnych warunków zamówienia SIWZ Fluctuations in UAH/PLN and PLN/EUR currency exchange rates. Tax exposure the risk of an adverse resolution of the 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) In 2010 a tax inspection was initiated with regard to Logistics concerning the grounds for the refunding of input VAT on account of intra-community supplies carried out in 2010, for the period from October to November The authority of original jurisdiction passed a decision refusing the refund of the surplus tax, and the decision was upheld by the appellate authority on 30 September The Company filed a complaint about the appellate authority decision to the Provincial Administrative Court in Wrocław. On 25 February 2015, the Provincial Administrative Court in Wrocław passed a verdict (I SA/Wr 2429/14) in which it upheld the decision of the appellate authority. The verdict is not final and binding. The Company has received the written reasons for the Provincial Administrative Court judgment and will file an extraordinary appeal to the Supreme Administrative Court on or before 13 May In the opinion of the Management Board, the declaration of intra-community supplies of goods and the application of the zero VAT rate is reasonable and properly documented. The Company has a complete set of documents required under Article 42.3 of the Value Added Tax Act, which confirm the export of the goods from Poland and the documents required under Paragraph 11 of the same article. At the same time, the Company had the right to claim the recovery of VAT on the relevant purchases; in particular on account of all due-diligence procedures having been observed in the transaction in question. In the opinion of the Company, the correctness of its position is confirmed by a number of judgments of the Court of Justice of the European Union, e.g. C-642/11, C-643/11, C- 285/11, C-33/13, C-563/11 and C-277/14. the risk of an additional liability of Logistics, necessitating the refund of input VAT of in the case an enforceable decision is issued in connection with the subsequent tax inspection conducted in the company, concerning the period from July to September In June 2015 the fiscal authorities started a tax inspection with a similar scope, but concerning other periods of 2010 (July-September 2010), for which the company received a refund of VAT. The factual circumstances regarding the periods subject to on-going inspection are similar to the facts already questioned by the fiscal authorities during the earlier proceedings, referred to hereinabove. The fiscal authority of the first instance in its decision of 23 December 2015 delivered to the Company on 11 January 2016, demanded that the VAT of PLN 5,541,000 + interest be returned. The Company 31