AB S.A. Capital Group SUPPLEMENTARY REPORT TO THE OPINION ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT

Transcription

1 AB S.A. Capital Group SUPPLEMENTARY REPORT TO THE OPINION ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS AS AT

2 Contents Page 1. GENERAL PART Capital Group identification data Legal basis Information on entities being part of the Capital Group Information on consolidated financial statements for the previous financial year Subject of the audit Identification data of the entity authorised to audit consolidated financial statements FINANCIAL ANALYSIS General analysis of the consolidated financial statements Selected financial ratios Interpretation of the selected financial ratios DETAILED PART OF THE REPORT Accounting principles Basis for the preparation of the consolidated financial statements Consolidation method Consolidation exclusions Capital consolidation Other elements of the consolidated financial statements and report on the Capital Group s operations Post-balance sheet events Conclusions from the audit

3 GENERAL PART 3

4 1. General part 1.1 Capital Group identification data Name of the capital group AB S.A Registration of the Parent Company in the National Court Register The Parent Company is registered under the company name: AB S.A. in the Register of Entrepreneurs of the National Court Register maintained by the District Court in Wrocław, VI Commercial Division of the National Court Register, KRS number The Company was entered in the register on We were presented with an excerpt from the register of with the last entry made on According to the information provided by the Management Board, no events requiring an entry occurred after that date The Parent Company s registered office The registered office of the Parent Company is located in Wrocław, , ul. Kościerzyńska Statistical number (REGON) of the parent company The Statistical Office in Wrocław assigned the Parent Company identification number: Tax identification number (NIP) of the Parent Company The Tax Office in Wrocław assigned the Parent Company tax identification number:

5 1.1.6 Bodies of the Parent Company In the period under report the Parent Company s Management Board was composed as follows: Mr. Andrzej Przybyło - President of the Management Board Mr. Zbigniew Mądry - Member of the Management Board Mr. Grzegorz Ochędzan - Member of the Management Board Mr. Krzysztof Kucharski - Member of the Management Board Representations on behalf of the Company can be made by the President of the Management Board acting solely, by two Members of the Management Board acting jointly, or by a Member of the Management Board acting jointly with a proxy. There were no changes in the composition of Company s Management Board after the balance-sheet date. In the period under report the composition of the Parent Company s Supervisory Board was as follows: Ms. Iwona Przybyło - Chairwoman of the Supervisory Board Ms. Katarzyna Jażdrzyk - Member of the Supervisory Board Mr. Andrzej Bator - Member of the Supervisory Board Mr. Radosław Kiełbasiński - Member of the Supervisory Board Mr. Jacek Łapiński - Member of the Supervisory Board Mr. Jan Łapiński - Member of the Supervisory Board There was no proxy granted in the period under report. 5

6 1.2 Legal basis Status of the Parent Company The Parent Company operates under the Company s Articles of Association of signed before a notary public Mariusz Bartnicki in his notary s office in Warsaw, ul. Gałczyńskiego 4, file ref. Repertory A 5302/98, as amended The Parent Company s scope of business The core business of the Parent Company comprises: wholesale and retail trade in computers, telecommunications, multimedia and electronic equipment on one s own account, on commission, as an agency or commercial intermediation, import and export of computers, telecommunications, multimedia and electronic equipment, development of software products and trading in such products, installation of IT networks, assembly and repair of computers, telecommunications, multimedia and electronic equipment, Internet services, maintenance services, IT consulting, implementation of computer systems, services related to promotion, advertising and marketing, activities related to training, publication and printing services, operation of bonded warehouses, forwarding and transportation services, rental of premises. 6

7 1.2.3 Share capital The Parent Company s share capital did not change in the period under report and amounts to PLN 16,187,644. It is divided into 16,187,644 shares with a nominal value of PLN 1.00 per share. AB S.A. s shareholding structure as at the date of the report number of shares share nominal value number of shares Andrzej Przybyło % Iwona Przybyło Aviva Otwarty Fundusz Emerytalny Aviva BZ WBK Aviva Investors Poland S.A ING OFE PKO BP OFE Other There were no changes in the shareholding structure after the balance-sheet date and before the date of the opinion issue. 1.3 Information on entities being part of the Capital Group Entities covered by consolidated financial statements: a) Parent Company AB S.A. b) entities being part of the Capital Group: AT Computers Holding a.s. AT Computers a.s. AT Compus s.r.o. Comfor Stores a.s. AT Computer s.r.l. icomfor s.r.o. Alsen Sp. z o. o. B2B IT Sp. z o. o. Alsen Marketing Sp. z o. o. 7

8 1.4 Information on consolidated financial statements for the previous financial year The consolidated financial statements for the year 2011/2012 were audited by Avanta Audit Sp. z o. o. Sp. k. There were no reservations to the audited financial statements. The consolidated financial statements were approved by way of a resolution of the Shareholders Meeting of The approved consolidated financial statements were filed with the District Court on Subject of the audit The audit covered consolidated financial statements for the period from to , comprising: consolidated statement on financial position made as at with total assets and total liabilities of PLN 1,167,398 K, consolidated profit and loss account for the financial year from to , with net profit of PLN 41,668 K, consolidated total income statement for the financial year from to , showing total income in the amount of PLN 37,664 K; consolidated statement of changes in equity for the period from to , showing the equity increase by the amount of PLN 38,573 K, consolidated cash flow statement for the period from to , showing an increase in cash by PLN 3,981 K, notes to the consolidated financial statements. 8

9 1.6 Identification data of the entity authorised to audit consolidated financial statements The audit was performed by ECA Seredyński i Wspólnicy Sp.k. with its registered office in Kraków, ul. Supniewskiego 11, entered in the list of entities authorised to audit financial statements under number The audit was carried out under the agreement concluded on with the Management Board of AB S.A. The statutory auditor was selected for the auditor of AB S.A. by way of a resolution of the Management Board of The statutory auditor authorised to audit financial statements is Ms. Katarzyna Szaruga, licence number 11048, and the statutory auditor coordinator is Mr. Arkadiusz Lenarcik, licence number We represent that both the entity authorised to audit financial statements, ECA Seredyński i Wspólnicy S.k., and the statutory auditor meet the requirements to express an impartial and independent opinion on the statements. Their impartiality was confirmed in writing. The audit was performed in June 2013 and was completed on No limitations to the audit were identified. The auditors obtained all requested information and explanations. On the Parent Company s Management Board confirmed in writing the completeness of the consolidated financial statements and presentation of all contingent liabilities and informed about significant events that occurred after and before the submission of the statement. 9

10 FINANCIAL ANALYSIS 10

11 2. FINANCIAL ANALYSIS 2.1 General analysis of the consolidated financial statements ASSETS TPLN % TPLN % TPLN Intangible assets Goodwill of subsidiaries Tangible fixed assets Long-term investments Deferred income tax assets Fixed assets Inventories Short-term trade receivables Short-term investments Working assets % Assets

12 LIABILITIES TPLN % TPLN % TPLN % Equity of the Parent Company Share capital Treasury shares Reserve capital Other reserve funds Retained profit (accumulated loss) Net profit (loss) Minority interest Total equity Deferred income tax provision Other provisions Short-term liabilities Liabilities and provisions Liabilities

13 Dynamics of the income statement in current prices 2012/2013 TPLN % 2011/2012 TPLN % 2010/2011 TPLN Net revenues from the sale of products, goods and materials Costs of sold products, goods, materials Gross profit on sales Costs of sale Overheads Profit on sales Other operating income Other operating expenses Result on operations Financial revenues Financial expenses Gross profit Income tax Minority profit (loss) Group s net profit

14 2.2 Selected financial ratios 2012/ / /2011 Total assets TPLN Net financial result TPLN Return on assets (ROA) Net financial result % Total assets Net return on sales Net financial result % Sales revenues Net return on equity Net financial result % Equity Current liquidity Working assets Short-term liabilities Quick liquidity Working assets inventory Short-term liabilities Receivables turnover Average trade receivables days Sales revenues Liabilities turnover Trade liabilities days Operating expenses Inventory turnover Inventories days Operating expenses 14

15 2.3 Interpretation of the selected financial ratios The analysis was based on current prices, taking into account three consecutive financial years. The structural analysis has shown that fixed assets constitute 14.2% of the Group s assets, while working assets 85.8%. The main item of fixed assets is tangible fixed assets (7.7%), while working assets are dominated by short-term receivables, whose share in total assets as at the balance sheet date is 45.6%. The value of short-term receivables oscillates at a similar level as in the previous year. The share of equity in total liabilities rose by 0.9% and oscillated in the analysed year at 36.0%. In the period under report the share of short-term liabilities dropped from 63.0% in the previous year to 62.0% in the analysed year. An analysis of the items of the profit and loss account shows an increase in sales revenues and operating costs. A faster growth of operating costs compared to revenues caused a drop in the profit on sales from PLN 90,811 K in the previous year to PLN 70,730 K in the analysed period. Other operating revenues showed growth dynamics compared to the previous period, while other operating costs decreased. The impact of other operations on the financial results amounts to PLN -6,575 K, which contributed to the generation of profit in operations in 2009 at the level of PLN 64,155 K. The financial result on operations is adjusted by the loss of the financing activity and income tax of the Group, amounting to PLN 41,668 K as at the end of the year. The results obtained from various activities disclosed in the consolidated profit and loss account for the analysed period: TPLN result on operations result on other operations result on financing activity income tax current part income tax deferred part influenced the financial result in the amount of Due to the decrease in the net profit generated by the Capital Group, profitability ratios dropped in the analysed year, however they continue to be positive, as in the previous years. The Group s liquidity did not undergo significant changes compared to the previous year. Current and quick liquidity ratios are at levels generally considered as optimum. 15

16 DETAILED PART OF THE REPORT 16

17 3. DETAILED PART OF THE REPORT 3.1 Accounting principles The Parent Company holds current documentation describing the accounting principles applied in the Capital Group that have been adopted by the Management Board of the Parent Company. Subsidiaries being part of the Capital Group apply accounting principles compliant with the accounting principles applied by the Parent Company. Financial statements of entities covered by the consolidated financial statements were made as at the same balance sheet date as the financial statements of the Parent Company Basis for the preparation of the consolidated financial statements The Capital Group s consolidated financial statements were prepared in compliance with the International Financial Reporting Standards, and in the scope not regulated by those standards, in compliance with the requirements of the accounting act of 29 September 1994 and executive laws issued on its basis, as well as regulations applicable to issuers of securities admitted or in the process of applying to be admitted to trading on stock exchanges. Consolidated financial statements were prepared on the basis of consolidated documentation including in particular: financial statements of related entities, adjustments and exclusions made for the purpose of consolidation and necessary for the preparation of consolidated financial statements, calculations of the net fair value of assets of a subsidiary, calculations of goodwill and share surplus of the taking-over entity in the net goodwill, identifiable assets, liabilities and contingent liabilities of the taken-over entity over the purchase price. calculations of minority interest. The consolidation documentation is complete and fulfils the requirements of the regulation of the Minister of Finance of on detailed principles of preparing financial statements of related entities by entities other than banks and insurance companies. 17

18 3.3 Consolidation method The Parent Company prepared its consolidated financial statements with the full method, covering financial statements of the following entities: a) Parent Company AB S.A. b) subsidiaries: AT Computers Holding a.s. AT Computers a.s. AT Compus s.r.o. Comfor Stores a.s. AT Computer s.r.l. icomfor s.r.o. Alsen Sp. z o. o. B2B IT Sp. z o. o. For the purposes of issuing an opinion on the consolidated financial statements of AB S.A. Group we took into account the opinion of H audit s.r.o., an entity authorised to audit the consolidated financial information of AT Computers Holding a.s. with its registered office in the Czech Republic (opinion without reservations) comprising the following subsidiaries: AT Computers a.s. - authorised entity H audit s.r.o., opinion without reservations; AT Compus s.r.o. - authorised entity H audit s.r.o., opinion without reservations; Comfor Stores a.s. - authorised entity H audit s.r.o., opinion without reservations; AT Computer s.r.l. - authorised entity DCA Audit s.r.o., opinion without reservations. For Alsen Sp. z o.o. and Alsen Marketing Sp. z o.o. the financial year is consistent with the calendar year, therefore, for the consolidation purposes the financial information has been prepared for the period ended on 30 June 2013 in compliance with the International Financial Reporting Standards. 18

19 3.4 Consolidation exclusions For the consolidation purposes, intra-group settlement exclusions have been made regarding sales among capital group entities, other intra-group revenues and operating costs as well as financial costs and revenues. Additionally, results unrealised by entities covered by consolidation, included in the value of assets, have been excluded. The data serving as the basis for exclusions were obtained from AB S.A. s books of account and were reconciled with information obtained from subsidiaries. 3.5 Capital consolidation The Capital Group s share capital is the share capital of the Parent Company. Other elements of the Group s share capital were calculated by adding relevant share capital components of a subsidiary, covered by consolidated financial statements, to the relevant share capital components of the Parent Company, corresponding to the percentage share of the Parent Company to the subsidiary s share capital as at the balance sheet date. Only those parts of relevant components of the share capital of a subsidiary were added to the share capital of the Capital Group that had been generated from the date of taking over the subsidiary by the Parent Company. 3.6 Other elements of the consolidated financial statements and report on the Capital Group s operations Consolidated statement of changes in equity The consolidated statement of changes in equity was prepared correctly, in compliance with the International Financial Reporting Standards, as approved by the European Union. Consolidated cash flow statement Consolidated cash flow statement was prepared correctly. It corresponds to the consolidated balance sheet, the profit and loss account and the books of account. Additional information Additional information constituting an integral part of the consolidated financial statements was prepared in compliance with the International Financial Reporting Standards as approved by the European Union. Report of the Parent Company s Management Board on the Capital Group s operations The report on operations in the financial year includes data corresponding to the data presented in the financial statements and comprises information compliant with the requirements of art. 49 of the accounting act and in the Regulation of the Minister of Finance of 19 February 2009 on current and periodical disclosure by issuers of securities. 19

20 3.7 Post-balance sheet events There were no post-balance sheet evidence that would have a significant impact on the total balance sheet or the financial result for the year under report. 3.8 Conclusions from the audit Based on the audit of the consolidated financial statements of AB S.A. Capital Group with its registered office in Wrocław, it has been found that: 1. the consolidated financial statements for the financial year 2012/2013 were prepared correctly and the data presented therein corresponds to relevant balances and turnovers recorded in the books of account. 2. the consolidated financial statements were signed by authorised persons, 3. there were no incidents that would indicate a breach of the applicable law. The result of the audit of the consolidated financial statements of AB S.A. Capital Group for the financial year 2012/2013 was presented by the statutory auditor in a separate opinion. An opinion without reservations has been issued. The report consists of 20 pages signed by the statutory auditor. Kraków, ECA Seredyński i Wspólnicy Sp.k. Arkadiusz Lenarcik Statutory Auditor Licence No Key Statutory Auditor performing the audit on behalf of ECA Seredyński i Wspólnicy Sp.k. Licence No Piotr Woźniak Managing Partner Statutory Auditor Licence No