SELECTED FINANCIAL DATA

Transcription

1 SELECTED FINANCIAL DATA Selected financial data relating to the interim consolidated financial statement of Toya Group in Wrocław PLN thousands EUR thousands 2 quarters / period from to quarters / period from to quarters / period from to quarters / period from to I. Revenue II. Operating profit III. Profit before income tax IV. Net profit V. Total comprehensive income VI. Weighted average number of shares VII. Earnings per share (PLN/EUR) 0,27 0,21 0,06 0,05 VIII. Net cash from operating activities IX. Net cash from investing activities (1 581) (1 924) (372) (439) X. Net cash from financing activities (27 558) (6 812) (6 488) (1 555) XI. Total net cash As at As at As at As at 31 December 31 December 30 June June XII. Non-current assets XIII. Current assets XV. Total assets XVI. Non-current liabilities XVII. Current liabilities XVIII. Total equity The following currency rates were applied in the calculation of selected financial data in EUR: - for the calculation of comprehensive income and cash flow for the period from 1 January 2017 to 30 June 2017 the rate of 4,2474 PLN / EUR (*) - for the calculation of comprehensive income and cash flow for the period from 1 January 2016 to 30 June 2016 the rate of 4,3805 PLN / EUR (*) - for the calculation of assets, liabilities and equity at 30 June 2017 the rate of 4,2265 PLN / EUR - for the calculation of assets, liabilities and equity at 31 December 2016 the rate of 4,4240 PLN / EUR (*)the rates represent the arithmetic mean of current average Exchange rates announced by the NBP on the last day of each month during the periods from January to June respectively of 2017 and 2016

2 Independent registered auditor s report on the review of the interim condensed consolidated financial statements for the period from 1 January to 30 June 2017 to the General Shareholders Meeting and the Supervisory Board of TOYA Spółka Akcyjna Introduction We have reviewed the accompanying interim condensed consolidated financial statements of TOYA Spółka Akcyjna Group (hereinafter called the Group ), having TOYA S.A. as its parent company (hereinafter called the Parent Company ), with its registered office in Wroclaw, Sołtysowicka Street, comprising the interim condensed consolidated statement of financial position as at 30 June 2017 and the interim condensed consolidated statement of comprehensive income, the interim condensed consolidated statement of changes in equity, the interim condensed consolidated statement of cash flows for the period from 1 January to 30 June 2017 and other explanatory notes. Preparation of these interim condensed consolidated financial statements in accordance with the International Financial Reporting Standards as adopted by the European Union related to interim financial reporting (IAS 34) is the responsibility of the Company s Management. Our responsibility is to express a conclusion on these interim condensed consolidated financial statements based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity as adopted by the National Council of Certified Auditors as the National Standard on Audit and Assurance 2410 with a resolution dated 10 February A review of interim condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing as adopted by the National Council of Certified Auditors as the National Standards on Audit and Assurance. Consequently, it does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. PricewaterhouseCoopers Sp. z o.o., Aleja Armii Ludowej 14, Warszawa, Polska Telephone , Facsimile , PricewaterhouseCoopers Sp. z o.o. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number , NIP The share capital is PLN 10,363,900. The seat of the Company is in Warsaw at Al. Armii Ludowej 14.

3 Independent registered auditor s report on the review of the interim condensed consolidated financial statements for the period from 1 January to 30 June 2017 to the General Shareholders Meeting and the Supervisory Board of TOYA Spółka Akcyjna (cont.) Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements have not been prepared, in all material respect, in accordance with the IAS 34 Interim Financial Reporting. Conducting the review on behalf of Company No. 144: PricewaterhouseCoopers Sp. z o.o., Registered Audit Anna Antoszewska Key Registered Auditor No Wrocław, 24 August 2017 Translation note: This version of our report is a translation from the original, which was prepared in Polish language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. 2

4 TOYA S.A. Capital Group Consolidated interim financial statement For 6 months period ended 30 June 2016

5 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June 2017 Consolidated statements of financial position 30 June December 2016 ASSETS Note Non-current assets Property, plant and equipment Intangible assets Goodwill Long term trade and other receivables Deferred tax assets Current assets Inventory 8, Trade and other receivables 9, Cash and cash equivalents Total assets EQUITY AND LIABILITIES Equity attributable to owners of the parent Share capital Share premium Reserve capital Other comprehensive income Result on transactions with non-controlling shareholders (6 270) (6 270) Retained earnings 12, Total equity Non-current liabilities Finance lease liabilities Employee benefit obligations Current liabilities Trade and other payables Employee benefit obligations Loans Finance lease liabilities Current income tax liabilities Provisions Total liabilities Total equity and liabilities Notes constitute integral part of these interim condensed consolidated financial statements 2

6 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June 2017 Consolidated statement of profit or loss and other comprehensive income Note 6 months ended 30 June 3 months ended 30 June Revenue from sales of goods and materials 18, Cost of goods and materials sold 19, 22 ( ) (98 738) (53 737) (52 022) Gross profit Distribution costs 19 (27 224) (24 398) (13 758) (12 623) Administrative expenses 19 (8 125) (8 192) (4 089) (4 143) Other operating income Other operating expenses (290) (115) (93) (4) Operating profit Financial income Financial costs (222) (73) (63) (14) Profit before income tax Income tax expense (5 205) (4 062) (2 488) (2 282) Net profit Other comprehensive income Positions that may be included in the financial result: Currency translation differences (2 520) 294 (913) 791 Other comprehensive income, net of tax (2 520) 294 (913) 791 Total comprehensive income for the reporting period Net profit attributable to: Owners of the parent Non-controlling interests Other comprehensive income attributable to: Owners of the parent (2 520) 294 (913) 791 Non-controlling interests Total comprehensive income attributable to: Owners of the parent Non-controlling interests Basic/diluted earnings per share from continuing operations (PLN) 0,27 0,21 0,13 0,12. Notes constitute integral part of these interim condensed consolidated financial statements 3

7 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June 2017 Consolidated statements of changes in equity Attributable to shareholders of the parent Share capital Share premium Reserve capital Other comprehensive income Result on transactions with non-controlling shareholders Retained earnings Total equity As at 1 January (6 270) Net profit Other comprehensive income Currency translation differences (2 520) - - (2 520) Total other comprehensive income (2 520) - - (2 520) Total comprehensive income (2 520) Transactions with owners Establishment of reserve capital for buying back own shares (29 598) - Total transactions with owners (29 598) - As at 30 June (6 270) As at 1 January (6 270) Net profit Other comprehensive income Currency translation differences Total other comprehensive income Total comprehensive income Transactions with owners - Dividend declared (28 199) (28 199) Total transactions with owners (28 199) (28 199) As at 30 June (6 270) Notes constitute integral part of these interim condensed consolidated financial statements 4

8 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June 2017 Consolidated statements of cash flow Nota 6 months ended 30 June Cash flows from operating activities Profit before income tax Adjustments for: Amortisation and depreciation Interest Gains on investing activities (1) (17) Foreign exchange gains/losses 1 - Changes in balance sheet items: Change in trade and other receivables 9 (4 756) (12 841) Change in inventory 9 (1 006) (4 896) Change in provisions Change in trade and other payables Change in employee benefit obligations 9 (1 393) 423 Income tax paid (5 645) (3 003) Net cash from operating activities Cash flows from investing activities Proceeds from sale of property, plant and equipment, and intangible assets Purchases of property, plant and equipment, and intangible assets (1 674) (1 959) Interest received Net cash from investing activities (1 581) (1 924) Cash flows from financing activities Repayments of loans (27 203) (6 653) Payments related to finance lease (90) (87) Interest paid on loans (257) (61) Interests paid on leasing (8) (11) Net cash from financing activities (27 558) (6 812) Change in cash and cash equivalents Cash and cash equivalents at beginning of year Exchange gains / (losses) on cash and cash equivalents (510) (20) Cash and cash equivalents at end of year Notes constitute integral part of these interim condensed consolidated financial statements 5

9 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June 2017 Accounting policy and other explanatory information to interim condensed consolidated financial statements 1. General information TOYA S.A. (the Company or the Parent Company ) is a joint stock company established under the Commercial Companies Code. The Company's registered address is Sołtysowicka 13/15, Wrocław, Poland. The core business activities of TOYA S.A. include import and distribution of industrial goods, including primarily hand and power tools for professional and DIY use. In the first half of 2017 and as at the date of approval of this financial statements, the Management Board of the Parent Company comprised: Grzegorz Pinkosz President of the Management Board Maciej Lubnauer Vice-president of the Management Board Until 29 June 2017 the Supervisory Board of the Parent Company comprised: Piotr Mondalski President of the Supervisory Board Jan Szmidt Vice-president of the Supervisory Board Tomasz Koprowski Member of the Supervisory Board Dariusz Górka Member of the Supervisory Board Grzegorz Maciąg Member of the Supervisory Board Since 29 June 2017 and as at the date of approval of this financial statements, the Supervisory Board of the Parent Company comprised: Piotr Mondalski President of the Supervisory Board Jan Szmidt Vice-president of the Supervisory Board Tomasz Koprowski Member of the Supervisory Board Michał Kobus Member of the Supervisory Board Dariusz Górka Member of the Supervisory Board Grzegorz Maciąg Member of the Supervisory Board Wojciech Bartłomiej Papierak Member of the Supervisory Board Notes constitute integral part of these interim condensed consolidated financial statements 6

10 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Group Structure As at 30 June 2017 the Group comprised the following entities: Name of a unit Registered seat Business profile Type of equity link % of shares and votes held Date of assuming control Method of consolidation as at end of reporting period Toya S.A. Wrocław, Poland Distribution of hand and power tools Parent Company Not applicable Not applicable Full consolidation method Toya Romania S.A. Bucharest, Romania Distribution of hand and power tools Subsidiary 99,99 November 2003 r. Full consolidation method Yato Tools (Shanghai) Co., Ltd * Shanghai, China, Distribution of hand and power tools Subsidiary * 100,00 January 2013 r. Full consolidation method * In June 2008, the Company and Saame Tools (Shanghai) Import & Export Co., Ltd China established a joint venture under the name Yato China Trading Co., Ltd (later Yato China ). The Company acquired 51% of the shares in the share capital, the remaining 49% was acquired by Saame Tools (Shanghai) Import & Export Co., Ltd China. On 2 January 2013, TOYA S.A. has obtained control over Yato China as a result of share capital increase and changed to Articles of Association. In April 2013 the name of the company has been changed to Yato Tools (Shanghai) Co., Ltd. On 16 July 2014 TOYA SA acquired additional share capital, obtaining a total of 100% equity interest in the entity. 3. Summary of significant accounting policies The accounting policies are consistent with policies applied in the consolidated financial statements for the period ended 31 December Basis of preparation The interim condensed consolidated financial statement has been prepared In accordance with IAS 34 Interim Financial Reporting. It should be read jointly with the consolidated financial statements for the year ended 31 December 2016 prepared in accordance with International Financial Reporting Standards (called IFRS ) and interpretations issues by International Accounting Standards Board approved by European Union (called EU ). 3.2 The influence of new or amended standards and interpretations on the consolidated financial statements of the Group These interim condensed consolidated financial statements have been prepared on the basis of IFRS approved by EU and effective for the annual periods ended 30 June a) New standards, interpretations and amendments to existing standards effective in 2017 In 2017 new and revised standards and interpretations have not entered into force. Notes constitute integral part of these interim condensed consolidated financial statements 7

11 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June 2017 b) New standards, interpretations and amendments, which are not yet effective and have not previously been applied by the Group In 2017 after the date of publishing the annual financial statements that is after 17 March 2017 the following new standards or interpretations were published: a) IFRS 17 Insurance contracts IFRS 17 "Insurance Contracts" was issued by the International Accounting Standards Board on 18 May 2017 and is effective for annual periods beginning on or after 1 January New IFRS 17 Insurance Contracts will replace existing IFRS 4, which allows for a variety of practice in the settlement of insurance contracts. IFRS 17 will substantially change the accounting of all entities that deal with insurance contracts and investment agreements The Group will apply IFRS 17 after its approval the EU The standard does not apply to the Group's operations and therefore will not affect the consolidated financial statements. b) IFRIC 23: Uncertainty related to the recognition of income tax IFRIC 23 clarifies the recognition and measurement requirements of IAS 12 in the uncertainty surrounding the recognition of income tax. The guidelines are effective for annual periods beginning on or after 1 January As at the date of drawing up these financial statements, the change has not yet been approved by the European Union. The Group intends to apply these changes as of the date of entry into force established by the EU. As at the date of this report, the Group estimates that the impact of the interpretation will be immaterial. In these interim condensed consolidated financial statement neither standard nor interpretations was early adopted or adopted before EU approval. 4. Seasonality The Group's offer is aimed at the consumer market, which is sensitive to the seasons and weather conditions. However, seasonality that was slightly felt by the Group a few years ago, practically does now exists now. This is the result of the implemented policy of introducing new assortment matched to the seasons, as well as the result of continuous improvement of logistic processes. For the gradual disappearance of seasonality not without significance it is the fact that the Group is present in both the European and Asian market and it uses a variable demand on the market for cultural reasons and climatic conditions observed at the same time. 5. Property, plant and equipment Notes constitute integral part of these interim condensed consolidated financial statements 8

12 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June June December 2016 Lands Buildings and structures Plant and equipment Vehicles Other Total Property, plant and equipment not accepted for use Total property, plant and equipment In the period from 1 January to 30 June 2017 the gross value of property, plant and equipment increased by PLN 752 thousands, mainly as a result of purchase of computers, forklifts as well as storage and exposition shelves in the Parent Company. 6. Goodwill Goodwill in the amount of PLN 715 thousands relates only to the goodwill from acquisition of Yato Tools in Changes in the value of goodwill during 2017 are presented in the table below: Yato Tools (Shangai) Co. Ltd. As at 1 January Foreign exchange differences (72) As at 30 June Inventory 30 June December 2016 Goods for resale in stock and in transit Inventory write-down (2 595) (2 931) Inventory Total Changes of the inventory write-down were presented below: As at 1 January Increase Released/ used (410) (30) Foreign exchange differences (99) 7 As at 30 June/ 31 December Recognition and reversal of impairment write-downs of receivables was recorded in: Cost of goods sold. Notes constitute integral part of these interim condensed consolidated financial statements 9

13 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Short term trade and other receivable 30 June December 2016 Trade receivables from related parties 2 1 Trade receivables from third parties Total trade receivables Taxes, customs duties and social security receivable Other receivables from related parties Other receivables from third parties Prepayments (initial lease payments and insurance) Total gross receivables Impairment write-downs of doubtful trade receivables (2 289) (2 578) Total net receivables Changes of the receivables write-down were presented below: As at 1 January Increase Release (31) (21) Used (253) (37) Foreign exchange differences (51) 7 As at 30 June / 31 December Recognition and reversal of impairment write-downs of receivables was recorded in: Selling costs. Receivables transferred to court for which impairment write-downs were recorded individually amounted as at 30 June 2017 PLN thousand (31 December 2015: PLN thousand). On 23 December 2015 the Parent Company has made a conditional transfer of receivables from TOYA Development Sp. o.o. S. K. in liquidation in the amount of PLN thousand. As a result of the fulfilment of the condition of non-payment by the original debtor until 31 December 2015, the debt was transferred to a related person, a member of the key management of the Company, par value claims, effective on 1 January The amount of PLN thousand was repaid on 15 January 2016, the remaining part of the receivables in the amount of PLN thousand and interest were repaid on 29 June Notes constitute integral part of these interim condensed consolidated financial statements 10

14 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Cash and cash equivalents 30 June December 2016 Cash in hand and at banks Total cash and cash equivalents Reconciliation of changes in individual items as shown in the statement of financial position and in the statement of cash flows: 6 months ended 30 June 2017 Adjustments Balance sheet change Interest Translation of cash in foreign currencies Translation of foreign entities Change in statement of cash flows Change in trade and other receivables (1 293) (44) - (3 419) (4 756) Change in inventories (2 350) (1 006) Change in provisions Change in trade and other payables Change in employee benefit liabilities (1 458) (1 393) Changes in cash months ended 30 June 2016 Adjustments Balance sheet change Interest Translation of cash in foreign currencies Translation of foreign entities Change in statement of cash flows Change in trade and other receivables (12 415) 22 - (448) (12 841) Change in inventories (4 789) - - (107) (4 896) Change in provisions (1) 33 Change in trade and other payables Change in employee benefit liabilities (6) 423 Changes in cash Notes constitute integral part of these interim condensed consolidated financial statements 11

15 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Share capital As at 30 June 2017 the share capital amounted to PLN ,10 and comprised shares with a par value of PLN 0,1 each. There were no changes to share capital in the first half of Resolutions concerning approval of the financial statements of TOYA S.A. for the year 2015 and distribution of profit On 29 June 2017 the Ordinary General of the Company s Shareholders approved the financial statements of TOYA S.A. for 2016 and consolidated financial statements of TOYA Group for 2016 as well as resolved to allocate the net profit in the amount of PLN thousands to supplementary capital. In addition, the General Meeting of Shareholders of Toya S.A. has adopted a resolution to set up a reserve capital of PLN 29,597 thousand PLN for the purpose of acquiring the Company's own shares. 12. Earnings per share 6 months ended 30 June 3 months ended 30 June Net profit Weighted average number of ordinary shares ('000) Basic earnings per share (PLN) 0,27 0,21 0,13 0,12 Diluted net profit for the period Adjusted weighted average number of ordinary shares used for calculating diluted earnings per share ( 000) Diluted earnings per share (PLN) 0,27 0,21 0,13 0,12 Basic earnings per share were calculated by dividing the net profit attributable to shareholders of the Group by the weighted average number of ordinary shares during the period. As at 30 June 2017 the Parent Company has no dilutive instruments. Notes constitute integral part of these interim condensed consolidated financial statements 12

16 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Bank loans 30 June December 2017 Bank loans, including non-current current Defaults under the loans As at 30 June 2017 the Group did not default on its debt repayment obligations or on any other of its obligations under loan agreements in a manner which would result in an acceleration of debt repayment. The working capital credit facility agreements require the borrower to maintain its financial debt ratios at an agreed level throughout the lending period. In the event of failure to meet the condition of maintaining the indicators at a bank-level level, the bank has the right to terminate the credit agreements. The Company has good relationships with banks and in the up to date activity had no problems with renewal of bank loans. On this basis the Management Board believes that the risk resulting from short term debt is not significant. The nature of collateral for loans has not changed as compared to 31 December Notes constitute integral part of these interim condensed consolidated financial statements 13

17 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Bank loans (cont.) Description of loan agreements: Object and value of agreement Bank / person acquiring the bonds / granting the borrowing Loan amount as per agreement as at 30 June 2017 Amount outstanding as at 30 June 2017 Amount outstanding as at 31 December 2016 Current interest rate Date of expiry 1. Debt limit facility agreement No. CRD/L/11381/02 of 2 October 2002 (available in PLN, USD and EUR) Raiffeisen Bank Polska S.A. with its registered office in Warsaw WIBOR 1 M + bank margin EURIBOR/LIBOR 1 M+ bank margin 7 March Overdraft facility agreement No. BDK/KR- RB/ /0641/10 of 22 December 2010 Bank Handlowy in Warsaw S.A WIBOR 1 M + bank margin 15 December Multipurpose debt limit facility agreement no WAR/4060/12/102/CB of 6 September 2012 BNP Paribas Bank Polska S.A. with its registered office in Warsaw WIBOR 3 M + bank margin 19 September 2017 Total liabilities, including: current portion non-current portion Notes constitute integral part of these interim condensed consolidated financial statements 14

18 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Trade and other payables 30 June December 2016 Trade payables to related parties - 11 Trade payables to third parties Total trade payables Taxes payable Accruals Other payables to third parties Deferred income - 8 Total other payables Total Changes in estimates 15.1 Inventory write-down In first half of 2017 the Group decreased the inventory write-down by PLN 336 thousands, whereas in the same period of 2016 the inventory write-down was increased by PLN 247 thousands Trade receivables write-down In first half of 2017 the Group has decreased the trade receivables write-down by the amount of PLN 289 thousands which includes use of the write-off in the amount of PLN 253 thousands for the write-off of bad debt and increase by PLN 15 thousands recognised in Selling costs. Other changes are due to foreign exchange differences. In first half of 2017 the Group has increased the trade receivables write-down by the amount of PLN 76 thousands Employee benefits obligations In first half of 2017 the Group has increased the unused holiday s provision by the amount of PLN 186 thousands (in the same period of 2016 the unused holiday s provision has been increased by PLN 104 thousands). The pension provision has not been changed as compared to 31 December Provisions In first half of 2017 the Group has increased the warranty provision by the amount of PLN 15 thousands (in first half of 2016 the warranty provision was increased by the amount of PLN 34 thousands. Notes constitute integral part of these interim condensed consolidated financial statements 15

19 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Deferred tax In the first half of 2017 deferred tax asset has been increased by PLN 254 thousands, mainly as a result of accounting for provision for rebates. In the same period of 2016 deferred tax asset has been increased by PLN 570 thousands. According to the management Board, there is no risk that the deferred tax asset could not be realized 16. Fair value The book value of financial assets and liabilities approximates their fair value. In the first half of 2017 there were no changes in the business or economic circumstances that would affect the fair value of financial assets and financial liabilities 17. Revenue from sales 6 months ended 30 June Sale of services Sales of goods for resale Revenue from sales total Costs by type and cost of goods sold 6 months ended 30 June Depreciation and amortisation Materials and energy used Contracted services Taxes and charges Cost of employee benefits, including: Salaries and wages Cost of social security contributions Cost of other employee benefits Other costs by type Cost of goods sold Total costs by type and cost of goods sold Cost of social security contributions Cost of other employee benefits Other costs by type Cost of goods sold Total costs by type and cost of goods sold Notes constitute integral part of these interim condensed consolidated financial statements 16

20 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Financial guarantees issued, conditional assets and liabilities The Group does not have significant assets and contingent liabilities. The guarantees granted have not changed from 31 December Transactions with related parties In 1st half of 2017 and 2016 the Group effected transactions with the following related parties: Toya Development Sp. z o.o. S.K. entity linked by key management personnel, Golf Telecom Sp. z o.o. SKA entity linked by key management personnel, Grzegorz Pinkosz President of the Management Board of the Parent Company member of key management personnel, Dariusz Hajek Vice-president of the Management Board of the Parent Company until 20 September 2016 member of key management personnel, Maciej Lubnauer Vice-president of the Management Board of the Parent Company member of key management personnel, Piotr Mondalski President of the Supervisory Board - member of key management personnel, Jan Szmidt Vice - President of the Supervisory Board - member of key management personnel, Tomasz Koprowski - member of the Supervisory Board - member of key management personnel, Grzegorz Maciąg member of the Supervisory Board - member of key management personnel Dariusz Górka member of the Supervisory Board - member of key management personnel. Michał Kobus member of the Supervisory Board since 29 June member of key management personnel, Wojciech Bartłomiej Papierak - member of the Supervisory Board since 29 June member of key management personnel. Notes constitute integral part of these interim condensed consolidated financial statements 17

21 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Transactions with related parties (cont.) Transactions and balances with related parties Trade and other receivables Trade and other payables Revenues from sales of goods Purchase of goods and services Remuneration for work Financial income - interest Entities linked by key management personnel Key management personnel Total Entities linked by key management personnel Key management personnel Total Related party transactions are entered into on arm's length terms in the course of the Group's day-to-day operations. Notes constitute integral part of these interim condensed consolidated financial statements 18

22 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Operating segments The Management Board of the Parent Company makes decisions related to the group's operations from the perspective of distribution channels and geographical coverage. The Group specifies 4 operating and reporting segments for its activities: - trading area domestic sales (Poland, Romania and China) to retail networks, - trading area domestic sales ((Poland, Romania and China) wholesale, - trading area exports, - trading area other sale. As part of the retail networks segment, the Group cooperates with the large retail networks throughout Poland and Romania. Wholesale on the all markets where Group holds its entities is conducted through a network of wholesalers, authorized retail stores and sales representatives. Foreign markets are supported using sales department of the Parent entity and Yato Tools (Shanghai) Co., Ltd. subsidiary. Other sale includes mainly sales made through stationary and online store. As at 30 June 2017 this segment did not meet separate reporting criteria and was as a result presented as other trading activity Data analysed by the Management Board of the parent company for segment description is consistent with the data disclosed in the statement of comprehensive income. The Group did not record revenue from sale to a single external customer exceeding 10% of total sales revenue. As at 30 June 2017 total asset of the Group amounted to PLN thousands and total liabilities amounted to PLN thousands and were allocated to trading activity. The Management Board of the Parent Company does not allocate assets to separate operating segments The Parent Company has no non-current assets located abroad, although such assets are held by the subsidiaries. The value of property, plant and equipment located in Romania as at 30 June 2017 amounts to PLN thousands and located in China is PLN thousands Notes constitute integral part of these interim condensed consolidated financial statements 19

23 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Operating segments (cont.) 6 months ended 30 June 2017 Trading - EXPORTS Trading - WHOLESALE MARKET Trading - RETAIL NETWORKS Trading- OTHER Total Revenue from sales Sales to external customers Total segment revenue Cost of sales Sales to external customers (34 816) (48 937) (22 150) (2 219) ( ) Total cost of sales (34 816) (48 937) (22 150) (2 219) ( ) Gross profit Gross margin 36% 39% 30% 48% 36% Gross profit all operating segments Distribution costs (27 224) Administrative expenses (8 125) Other operating income 716 Other operating expenses (290) Operating profit Financial income 23 Financial costs (222) Profit before income tax Income tax (5 205) Net profit Operating segments (cont.) Notes constitute integral part of these interim condensed consolidated financial statements 20

24 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June months ended 30 June 2016 Trading - EXPORTS Trading - WHOLESALE MARKET Trading - RETAIL NETWORKS Trading- OTHER Total Revenue from sales Sales to external customers Total segment revenue Cost of sales Sales to external customers (26 649) (48 566) (21 964) (1 559) (98 738) Total cost of sales (26 649) (48 566) (21 964) (1 559) (98 738) Gross profit Gross margin 37% 35% 28% 50% 35% Gross profit all operating segments Distribution costs (24 398) Administrative expenses (8 192) Other operating income 905 Other operating expenses (115) Operating profit Financial income 32 Financial costs (73) Profit before income tax Income tax (4 062) Net profit Notes constitute integral part of these interim condensed consolidated financial statements 21

25 TOYA Group Consolidated interim financial statement for the 6 months period ended 30 June Operating segments (cont.) The most important geographic export directions in terms of the country of the destination of goods are: 6 months ended 6 months ended 30 June June 2016 Sales revenue Share in export sales Sales revenue Share in export sales Baltic countries ,8% ,3% Russia ,3% ,8% Ukraine ,1% ,8% Germany ,6% ,7% Hungary ,9% ,8% Czech Republic ,5% ,1% Sales on local market in Poland amounted to PLN thousands, in Romania PLN thousands and in China PLN thousands (in the same period of 2016 PLN thousands, PLN thousands PLN thousands accordingly). 22. Significant events subsequent to the end of reporting period 22.1 Appointment of members of the Management Board On 7 July 2017, the Supervisory Board of TOYA S.A. appointed members of the Management Board of the Parent Company for a new term of office, composed of: 1. Grzegorz Pinkosz President of the Management Board 2. Maciej Lubnauer Vice-president of the Management Board Grzegorz Pinkosz President of the Management Board Maciej Lubnauer Vice-president of the Management Board Iwona Banik Person responsible for bookkeeping Wrocław, 24 August 2017 Notes constitute integral part of these interim condensed consolidated financial statements 22

26 Independent registered auditor s report on the review of the interim condensed financial statements for the period from 1 January to 30 June 2017 to the General Shareholders Meeting and the Supervisory Board of TOYA Spółka Akcyjna Introduction We have reviewed the accompanying interim condensed financial statements of TOYA Spółka Akcyjna (hereinafter called the Company), with its registered office in Wroclaw, Sołtysowicka Street, comprising the condensed statement of financial position as at 30 June 2017, the condensed statement of comprehensive income for the period from 1 January to 30 June 2017, the condensed statement of changes in equity and the condensed statement of cash flows for the period from 1 January to 30 June 2017 and other explanatory notes. Preparation of these interim condensed financial statements in accordance with the International Financial Reporting Standards as adopted by the European Union related to interim financial reporting (IAS 34) is the responsibility of the Company s Management. Our responsibility is to express a conclusion on these interim condensed financial statements based on our review. Scope of review We conducted our review in accordance with International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity as adopted by the National Council of Certified Auditors as the National Standard on Audit and Assurance 2410 with a resolution dated 10 February A review of interim condensed financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing as adopted by the National Council of Certified Auditors as the National Standards on Audit and Assurance. Consequently, it does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. PricewaterhouseCoopers Sp. z o.o., Aleja Armii Ludowej 14, Warszawa, Polska Telephone , Facsimile , PricewaterhouseCoopers Sp. z o.o. is entered into the National Court Register maintained by the District Court for the Capital City of Warsaw, under KRS number , NIP The share capital is PLN 10,363,900. The seat of the Company is in Warsaw at Al. Armii Ludowej 14.

27 Independent registered auditor s report on the review of the interim condensed financial statements for the period from 1 January to 30 June 2017 to the General Shareholders Meeting and the Supervisory Board of TOYA Spółka Akcyjna (cont.) Conclusion Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed financial statements have not been prepared, in all material respects, in accordance with the IAS 34 Interim Financial Reporting. Conducting the review on behalf of PricewaterhouseCoopers Sp. z o.o. Registered Audit Company No. 144 : Anna Antoszewska Registered Auditor No Wroclaw, 24 August 2017 Translation note: This version of our report is a translation from the original, which was prepared in Polish language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation. 2

28 TOYA S.A. Stand-alone interim financial statement For 6 months period ended 30 June 2017

29 TOYA S.A. Stand-alone interim financial statement for the 6 months period ended 30 June 2017 Statement of financial position 30 June December 2016 ASSETS Note Non-current assets Tangible fixed assets Intangible assets Investments in subsidiaries Long term trade and other receivables Deferred income tax assets Current assets Inventory 7, Trade receivables and other receivables 8, Cash and cash equivalents Total assets EQUITY AND LIABILITIES Equity Share capital Share premium Reserve capital Other comprehensive income Retained earnings 11, Long-term liabilities Financial lease liabilities Liabilities arising from employee benefits Short-term liabilities Trade payables and other payables Liabilities arising from employee benefits Liabilities arising from loans Financial lease liabilities Current income tax liabilities Provisions Total liabilities Total equity and liabilities Notes constitute integral part of these interim condensed stand-alone financial statements 2

30 TOYA S.A. Stand-alone interim financial statement for the 6 months period ended 30 June 2017 Statement of profit or loss and other comprehensive income Note 6 months ended 30 June 3 months ended 30 June Revenues from sales 17, Cost of goods sold 18, 22 (97 370) (90 797) (45 679) (46 339) Gross profit Selling costs 18, 22 (17 567) (15 827) (8 758) (7 968) Administrative expenses 18, 22 (6 117) (6 241) (3 086) (3 114) Other operating income Other operating costs (274) (110) (189) 12 Operating profit Financial revenue Financial costs (214) (63) (57) (9) Profit before income tax Income tax expense (4 612) (3 833) (2 178) (2 148) Net profit Other net comprehensive income Net comprehensive income for the period Net profit for the period attributable to shareholders of the company Total comprehensive income for the period attributable to shareholders of the company, net Basic/diluted earnings per share (PLN) 12 0,24 0,20 0,12 0,11. Notes constitute integral part of these interim condensed stand-alone financial statements 3

31 TOYA S.A. Stand-alone interim financial statement for the 6 months period ended 30 June 2017 Statement of changes in equity Share capital Share premium Reserve capital Other comprehensive income Retained earnings Total As at 1 January Net profit Other comprehensive income Total comprehensive income Transactions with owners Establishment of reserve capital for buying back own shares (29 597) - Total transactions with owners (29 597) - As at 30 June 2017 r As at 1 January (16) Net profit Other comprehensive income Total comprehensive income Transactions with owners - Dividend declared (28 199) (28 199) Total transactions with owners (28 199) (28 199) As at 30 June 2016 r (16) Notes constitute integral part of these interim condensed stand-alone financial statements 4

32 TOYA S.A. Stand-alone interim financial statement for the 6 months period ended 30 June 2017 Cash flow statement Note 6 months ended 30 June Cash flows from operating activities Profit before income tax from operations Adjustments for: Amortisation and depreciation Interest Foreign exchange gains/losses 25 - Share options 1 - Changes in balance sheet items: Change in trade receivables and other receivables (12 814) Change in inventory (3 839) Change in provisions Change in trade payables and other payables Change in liabilities arising from employee benefits 9 (1 108) 656 Income tax paid (4 658) (2 924) Net cash from operating activities Cash flows from investing activities Purchases of tangible fixed assets and intangible assets (831) (1 102) Interest received 67 9 Net cash from investing activities (764) (1 093) Cash flows from financing activities Repayments of loans (27 203) (6 653) Payments related to finance lease (90) (87) Interest paid on loans (257) (61) Interest paid on leases (8) (11) Net cash from financing activities (27 558) (6 812) Change in cash and cash equivalents Cash and cash equivalents at the beginning of the period Exchange gains/(losses) on measurement of cash and cash equivalents (1) - Cash and cash equivalents at the end of the period Notes constitute integral part of these interim condensed stand-alone financial statements 5

33 TOYA S.A. Stand-alone interim financial statement for the 6 months period ended 30 June 2017 Accounting policy and other explanatory information to interim condensed financial statements 1. General information TOYA S.A. (the Company ) is a joint stock company established under the Commercial Companies Code. The Company's registered address is Sołtysowicka 13/15, Wrocław, Poland. The core business activities of TOYA S.A. include import and distribution of industrial goods, including primarily hand and power tools for professional and DIY use. In the first half of 2017 and as at the date of approval of this financial statements, the Management Board of the Company comprised: Grzegorz Pinkosz President of the Management Board Maciej Lubnauer Vice-president of the Management Board Until 29 June 2017 the Supervisory Board of the Company comprised: Piotr Mondalski President of the Supervisory Board Jan Szmidt Vice-president of the Supervisory Board Tomasz Koprowski Member of the Supervisory Board Dariusz Górka Member of the Supervisory Board Grzegorz Maciąg Member of the Supervisory Board Since 29 June 2017 and as at the date of approval of this financial statements, the Supervisory Board of the Company comprised: Piotr Mondalski President of the Supervisory Board Jan Szmidt Vice-president of the Supervisory Board Tomasz Koprowski Member of the Supervisory Board Michał Kobus Member of the Supervisory Board Dariusz Górka Member of the Supervisory Board Grzegorz Maciąg Member of the Supervisory Board Wojciech Bartłomiej Papierak Member of the Supervisory Board Notes constitute integral part of these interim condensed stand-alone financial statements 6