CERSANIT GROUP SA - QSr IV / 2004

Transcription

1 Comments to the consolidated interim reports of Cersanit Capital Group for Q I. Information on the report presentation principles. The accounting principles adopted for the purposes of preparing the consolidated quarterly reports and a condensed individual quarterly report for Q are consistent with the Accounting Act (J.L. of 1994, No. 121 as amended), taking into account an amendment made by way of the act of November 9 th, 2000 and regulations of the Minister of Finance, that constitute implementing acts to the amended Accounting Act. The complete and detailed methods of valuation of assets and liabilities plus measurement of the financial result have been presented in an interim report for H (SA- PSr). The consolidated quarterly reports include all companies forming the Cersanit Group, that is: Cersanit S.A. Cersanit I Sp. z o.o. Cersanit II S.A. Cersanit III S.A. II. Information on adjustments due to provisions, deferred income tax provision and assets, and revaluation write-downs on assets. In Q4 2004: a) a write-down on receivables amounting to PLN 1,538.9 thousand was created b) a write-down on receivables amounting to PLN thousand was released c) a deferred income tax provision amounting to PLN 12.3 thousand was released d) a deferred income tax asset amounting to PLN 2,174.0 thousand was created e) a deferred income tax asset amounting to PLN 2.9 thousand was released f) a provision for future liabilities amounting to PLN 12,429.9 thousand was created g) a provision for future liabilities amounting to PLN 17,365.3 thousand was released III. Material events announced by the Company by way of current reports in Q on October 29 th, 2004 it was announced that on October 28 th, 2004 the Company was notified of a request sent by Mr Karol Żbikowski, member of the Cersanit S.A.'s Supervisory Board, to accept his resignation from the position of a member of the Supervisory Board. Mr Żbikowski resigned due to too many professional duties. - on December 21 st, 2004 the Company announced the contents of resolutions adopted by the Extraordinary General Meeting of Shareholders of Cersanit S.A. on December 20 th, Resolution 1 The Extraordinary General Meeting of Shareholders of Cersanit Spółka Akcyjna hereby appoints Mr Dariusz Ptak as Chairperson of the General Meeting of Shareholders. Resolution 2 The Extraordinary General Meeting of Shareholders of Cersanit Spółka Akcyjna based in Kielce decides to adopt the following agenda: 1. Opening of the Meeting. 2. Appointment of the Chairperson of the Meeting. 3. Confirmation of the correct convening of the Meeting and its capacity to adopt resolutions. 4. Adoption of the agenda. 5. Appointment of the Ballot-Counting Committee. 6. Adoption of resolutions on changes in the composition of the Company s Supervisory Board. 7. Any other business. 8. Closing of the Meeting. 1

2 Resolution 3 The Extraordinary General Meeting of Shareholders of Cersanit Spółka Akcyjna based in Kielce decides to appoint as a member of the Ballot-Counting Committee: Mr Szymon Ożóg Resolution 4 The Extraordinary General Meeting of Shareholders of Cersanit Spółka Akcyjna based in Kielce decides to appoint as a member of the Ballot-Counting Committee: Mr Mariusz Waniołka Resolution 5 The Extraordinary General Meeting of Shareholders of Cersanit Spółka Akcyjna based in Kielce appoints as a member of the Supervisory Board Mr Robert Oskard for the whole term of office of the current Supervisory Board. Resolution 6 The Extraordinary General Meeting of Shareholders of Cersanit Spółka Akcyjna based in Kielce appoints as member of the Supervisory Board Mr Krzysztof Kwapisz for the whole term of office of the current Supervisory Board. Robert Oskard Member of the Supervisory Board Aged 42. Graduate of the Faculty of Technical Physics and Applied Mathematics of Warsaw University of Technology. Between 1992 and 2000 he worked at Exbud S.A., recently holding the position of Director of the Management Systems Office. Between 2000 and 2002 he held the position of Director in charge of Strategic Projects at Echo Investment S.A. based in Kielce. At present he holds the position of Managing Director at Columbus Pro-Equity Fund II Sp. z o.o. based in Kielce and President of the Management Board of North Fish Polska Sp. z o.o. based in Kielce. Mr Robert Oskard is not involved in any business competitive to the business of the Company. He is not a partner in a competitive civil law company, personal partnership, or a member of the authority of an association of capital and he does not act as a member of the authority of any other competitive legal entity. He has not been entered into the register of insolvent debtors, which is kept pursuant to the Act on the National Court Register (KRS). He has not been a supervisor or a manager in entities that were declared bankrupt during his term of office. Krzysztof Kwapisz Member of the Supervisory Board Aged 43. M.Sc., Eng. A graduate of the Faculty of Mechanical Engineering at Kielce University of Technology in Kielce. Between 1983 and 1984 he was employed as a teacher at the primary school in Tumlin. Between 1984 and 1987 he was employed as the Department Manager at the Voivodeship Board of the Union of Socialist Polish Youth (ZSMP). In 1987 he took employment at Przedsiebiorstwo Wielobranżowe in Kielce as Deputy Technical Director. From 1990 he was employed at Przedsiębiorstwo Wielobranżowe Sigma, first as Vice-President and then the President. Between 1993 and 1994 he was Managing Director of Przedsiębiorstwo Wielobranżowe Konstal Sp. z o.o. Since 1994 he has been employed at Echo Investment S.A. in Kielce as the Development Director, and since January 1 st, 1995 as Financial Director. Between 1994 and 1996 he was also employed at P.B. MITEX as its Development Director. Mr Krzysztof Kwapisz is not involved in any business competitive to the business of the Company. He is not a partner in a competitive civil law company, personal partnership, or a member of the authority of an association of capital and he does not act as a member of the authority of any other competitive legal entity. 2

3 He has not been entered into the register of insolvent debtors, which is kept pursuant to the Act on the National Court Register (KRS). He has not been a supervisor or a manager in entities that were declared bankrupt during his term of office. On December 31 st, 2004 it was announced that the Supervisory Board dismissed Mr Zbigniew Lange from the position of President of the Company s Management Board, and appointed to this position, as of January 1 st, 2005, Mr Mirosław Jędrzejczyk who has been a Member of the Management Board of Cersanit S.A. and also holds the position of President of the Management Board of Cersanit III S.A. Mr Zbigniew Lange resigned from the position of President of the Management Board for personal reasons. Mr Mirosław Jędrzejczyk is aged 35. He is a graduate of the Faculty of Building Engineering and Architecture at the Technical University of Łódź. He started his career in 1995 at Ceramika Paradyż as a production foreman. In the period between January 1996 and December 1996 he was employed as a site manager at Przedsiębiorstwo Robót Drogowo-Mostowych (Road and Bridge Construction Works) in Opoczno. Between 1997 and 1999 he ran his own business selling building materials. Between May 1999 and July 2000 he worked in Nordbud Sp. z o.o. (Ceramika Paradyż Group) as the Plant Production Manager; between August 2000 and October 2000 he held the same position at the Tomaszów Mazowiecki plant of Ceramika Paradyż. His involvement with Cersanit III S.A. started in October 2000 when he became the director of a plant under construction. Between June 2001 and May 2002 he worked as a Plant Director and in May 2002 he became President of the Management Board. Since August 1 st, 2003 he has been a Member of the Cersanit S.A. Management Board. Mr Mirosław Jędrzejczyk is not involved in any business competitive to the business of Cersanit S.A. He is not a partner in a competitive civil law company, personal partnership, or a member of the authority of an association of capital and he does not act as a member of the authority of any other competitive legal entity. Mr Mirosław Jędrzejczyk has not been entered into the register of insolvent debtors, which is kept pursuant to the Act on the National Court Register (KRS). IV. Material achievements and events at the Cersanit Group in Q Factors and events that had a material impact on the financial results achieved by the Company. The factor that had a material impact on the financial result generated by the Group in QIV was strengthening of the zloty against USD, EURO and GBP, i.e. main foreign currencies for the Group's settlements. In Q4 2004, realised foreign exchange losses in their net value (surplus of losses over gains) amounted to PLN 1,784 thousand. This amount is composed of: foreign exchange losses of Cersanit S.A. amounting to PLN 4,016 thousand (significant share of international sales in the total income, with small FX expenditure) foreign exchange gains of subsidiaries amounting to PLN 2,233 thousand (sales on the domestic market, measurement regarding FX liabilities only). Moreover, a balance sheet measurement of foreign currencies and payments (receivables and liabilities) expressed in foreign currencies was made as at December 31 st, The measurement was conducted with the application of the following average exchange rates of the National Bank of Poland as at December 31 st, USD 1 = PLN EUR 1 = PLN GBP 1 = PLN As at December 31 st, 2004, the Group s balance sheet disclosed the following values of the aforementioned main foreign cash: USD 15,554 thousand EURO 161 thousand GBP 1,324 thousand. 3

4 The results of the measurement of the aforementioned cash are foreign exchange losses amounting to PLN 6,891 thousand. The amount presented has an impact on the individual result of Cersanit S.A. and the Group s consolidated results. Foreign exchange losses resulting from the balance sheet measurement of receivable and liabilities in their net value amounted to PLN 1,496 thousand. This amount is composed of: negative differences of Cersanit S.A. amounting to PLN 3,075 thousand positive differences of subsidiaries amounting to PLN 1,579 thousand. V. Events occurring after the financial statement date that may have a material impact on the future financial performance of the Company or the Cersanit Group. After the date of the financial statement for Q no events occurred that may have a material impact on the future financial performance of the Company or the Cersanit Group. VI. Position of the Management Board concerning options of implementing previously published profit/loss forecasts relating to a given financial year. Cersanit S.A. did not publish any forecasts for VII. Shareholders holding, directly or indirectly, at least 5% of the total number of votes at the General Meeting of Shareholders of Cersanit S.A. Item Michał Sołowow directly ING Nationale Nederlanden Polska OFE As at October 29 th, 2004 (date of submission of the last quarterly report) 48.85% 5.20% As at February 15 th, 2005 (date of submission of the report for Q Number of share in the initial capital in % and shares and share in the total number of votes at votes at the the GMS in % General Meeting of Shareholders 6,494, , % 5.20% VIII. Cersanit S.A. s shares owned (directly) by the Company s managers and supervisors. Item Function As at October 29 th, 2004 (date of submission of the last quarterly report) Increased property between October 29 th, 2004 and February 15 th, Decreased property between October 29 th, 2004 and February 15 th, As at February 15 th, 2005 (date of submission of report for Q Artur Kłoczko Chairperson of the Supervisory Board 0.84% % IX. Information on pending court proceedings where Cersanit S.A. or members of the Cersanit Capital Group are a party, and whose value accounts for min. 10 % of the Company's equity. On April 10 th, 2000 the Company announced in a current report that on April 7 th, 2000 the Cersanit S.A. s proxy, acting on the Company s behalf, submitted a petition for compensation due to improper performance of a contract against Societa Impianti Termoelettrici Industriali SpA, Via Sempione 82, Marano Ticino in Italy. The petition was filed with the International Arbitral Centre of the Austrian Federal Economic Chamber in Vienna. The value of the subject of dispute amounted to DM 10,623, (EURO 5,431,529.38). The court proceedings in question are still pending. X. Information on transactions concluded by Cersanit S.A. or its subsidiary with its affiliates. Between October 1 st, 2004 and December 31 st, 2004 neither Cersanit S.A. nor its subsidiaries concluded a transaction with its affiliates that would be untypical or diverging from arm's length transactions, its nature or conditions would not result from the ongoing operating activities and whose value would exceed the equivalent of EURO 500 thousand expressed in PLN. 4

5 XI. Information on loan or borrowings sureties or guarantees granted by Cersanit S.A. or its subsidiary in Q4 2004, that account for at least 10% of Cersanit S.A. s equity. In Q no loan or borrowings sureties or guarantees were granted that would account for at least 10% of Cersanit S.A. s equity. XII. Factors that in the Company s opinion will continue to influence the financial results for at least one quarter. In the Company s opinion, no extraordinary factors exist that may influence the financial results achieved in the near future. XIII. EURO exchange rates applied for the conversion of Selected financial data. Selected financial data has been converted into EURO according to the following principles: 1. individual assets and liabilities items in the consolidated balance sheet have been converted into EURO according to the average exchange rate published by the NBP as at December 31 st, 2004 and December 31 st, individual items of the consolidated profit and loss account and of the consolidated cash flow statement have been converted according to the arithmetical mean of the average exchange rates published by the NBP as at the last day of each month in 2004 and Summary of EURO exchange rates applied for the conversion of Selected financial data. Month Average exchange rate according to the NBP s table as at the last day of the month, 2004 Average exchange rate according to the NBP s table as at the last day of the month, 2003 January February March April May June July August September October November December Average exchange rate since the beginning of Average exchange rate since the beginning of Signatures of Cersanit S.A. s representatives Signature of the person responsible for maintaining the Cersanit S.A. s accounting books Kielce, February 15 th,