CAPITAL GROUP SPÓŁKA AKCYJNA CONSOLIDATED PERIODIC REPORT OF BEST S.A. CAPITAL GROUP FOR Q1 2015

Transcription

1 CAPITAL GROUP SPÓŁKA AKCYJNA CONSOLIDATED PERIODIC REPORT OF BEST S.A. CAPITAL GROUP FOR Q GDYNIA, 14 MAY 2015

2 CONTENTS: I. SELECTED FINANCIAL DATA OF THE CONSOLIDATED PERIODIC REPORT OF BEST S.A. CAPITAL GROUP FOR Q II. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF BEST S.A. CAPITAL GROUP FOR THE FIRST QUARTER ENDED 31 MARCH CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONDENSED CONSOLIDATED CASH FLOW STATEMENT CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY NOTES... 9 III. QUARTERLY DISCLOSURES OF BEST S.A. FOR THE FIRST QUARTER ENDED 31 MARCH CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION CONDENSED SEPARATE STATEMENT OF COMPREHENSIVE INCOME CONDENSED SEPARATE CASH FLOW STATEMENT CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY NOTES IV. SUPPLEMENTARY INFORMATION TO THE CONSOLIDATED REPORT OF BEST S.A. CAPITAL GROUP FOR THE FIRST QUARTER ENDED 31 MARCH

3 I. SELECTED FINANCIAL DATA OF THE CONSOLIDATED PERIODIC REPORT OF BEST S.A. CAPITAL GROUP FOR Q PLN '000 EUR '000 SELECTED CONSOLIDATED FINANCIAL DATA I. Operating revenues 33,665 20,533 8,114 4,901 II. Profit before tax 16,888 10,461 4,070 2,497 III. Net profit 13,911 9,458 3,353 2,258 IV. Net profit attributable to BEST's Shareholders 13,838 9,376 3,335 2,238 V. Comprehensive income 13,911 8,641 3,353 2,063 VI. Comprehensive income attributable to BEST's 13,838 8,559 3,335 2,043 Shareholders VII. Basic number of shares (in thousands), excluding 5,213 5,200 5,213 5,200 equity shares VIII. Diluted number of shares (in thousands), 5,213 5,212 5,213 5,212 excluding equity shares IX. Earnings per share (in PLN/EUR) X. Diluted earnings per share (in PLN/EUR) XI. Net operating cash flow 12,246 (3,371) 2,952 (805) XII. Net cash flow from investment activities (2,040) (2,426) (492) (579) XIII. Net cash flow from financing activities 25,816 3,563 6, XIV. Total net cash flows 36,022 (2,234) 8,682 (534) As of: XV. Assets 473, , ,791 99,101 XVI. Liabilities 259, ,565 63,537 52,217 XVII. Equity 213, ,835 52,254 46,884 XVIII. Equity attributable to BEST's Shareholders 213, ,835 52,248 46,877 XIX. Share capital 20,966 20,966 5,127 4,919 3

4 PLN '000 EUR '000 SELECTED SEPARATE FINANCIAL DATA I. Sales revenue 13,207 8,652 3,183 2,065 II. Profit (loss) before tax (1,949) 313 (470) 75 III. Net profit (loss) (1,582) 239 (381) 57 IV. Comprehensive income 3,296 3, V. Basic number of shares (in thousands), excluding 5,213 5,200 5,213 5,200 equity shares VI. Diluted number of shares (in thousands), 5,213 5,212 5,213 5,212 excluding equity shares VII. Earnings (loss) per share (in PLN/EUR) (0.30) 0.05 (0.07) 0.01 VIII. Diluted earnings (loss) per share (in PLN/EUR) (0.30) 0.05 (0.07) 0.01 IX. Net operating cash flow 1,881 4, ,159 X. Net cash flow from investment activities 7,697 (11,912) 1,855 (2,843) XI. Net cash flow from financing activities 26,844 3,729 6, XII. Total net cash flows 36,422 (3,326) 8,778 (794) As of: XIII. Assets 407, ,364 99,739 87,597 XIV. Liabilities 210, ,844 51,361 41,960 XV. Equity 197, ,520 48,378 45,637 XVI. Share capital 20,966 20,966 5,127 4,919 PLN exchange rate in the periods covered by the financial statements and the comparable financial data a) Average EUR exchange rates of the NBP in 2015 Exchange rate as of PLN/EUR Average exchange rate for Q PLN/EUR b) Average EUR exchange rates of the NBP in 2014 Exchange rate as of PLN/EUR Average exchange rate for Q PLN/EUR Average EUR exchange rates used for the translation of selected financial data: The items of assets and equity & liabilities were translated at the average rates of the National Bank of Poland (NBP) determined as of the respective balance sheet dates. The items of the statement of comprehensive income and the cash flow statement were translated using an exchange rate constituting the arithmetic mean of the average exchange rates of the National Bank of Poland valid for the end of each month of the presented reporting period. 4

5 II. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF BEST S.A. CAPITAL GROUP FOR THE FIRST QUARTER ENDED 31 MARCH CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION as of 31 March 2015 ASSETS PLN ' PLN '000 Non-current assets 135, ,279 Goodwill Intangible assets 6,704 5,773 Property, plant and equipment 8,460 8,541 Deferred income tax assets ,306 5,523 Long-term investments, of which: , ,890 investments in jointly controlled entities 104,083 98,143 investment real property 9,747 9,747 Trade and other receivables Other assets Current assets 337, ,121 Inventory 8 13 Trade and other receivables ,156 4,638 Acquired claims , ,013 Cash and cash equivalents 73,477 37,455 Other assets 1,029 1,002 Total assets 473, ,400 EQUITY AND LIABILITIES Total equity, of which: 213, ,835 Equity attributable to BEST's Shareholders 213, ,803 Share capital 20,966 20,966 Equity shares 0 0 Supplementary capital 15,298 15,298 Revaluation reserve (36) (36) Reserve capital 0 0 Profit brought forward 163, ,691 Net profit 13,838 58,884 Equity attributable to non-controlling interests Long-term liabilities 224, ,693 Liabilities due to loans, borrowings, bonds and leases , ,782 Deferred income tax provision ,494 16,755 Provisions for employee benefits Other equity and liabilities 3 3 Short-term liabilities 35,340 20,872 Liabilities due to loans, borrowings, bonds and leases ,820 13,517 Trade and other liabilities ,498 6,888 Note 5

6 Corporate income tax liabilities Provisions for employee benefits 4 4 Other equity and liabilities 2 2 Total equity and liabilities 473, , CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME for the reporting period from 1 January to 31 March 2015 (single-step) PLN ' PLN '000 Note Operating revenue, including: 33,665 20,533 Increase in value of investments in jointly controlled entities 5,940 4,814 Operating expenses 13,308 8,353 Depreciation/amortisation Consumption of materials and energy Third party services 1,773 1,388 Taxes and charges 5,013 1,461 Payroll 4,490 3,826 Social insurance and employee benefits Other Profit on sales 20,357 12,180 Other operating revenue Other operating expenses Operating profit 20,353 12,221 Financial revenue Financial expenses 3,647 1,866 Profit before tax 16,888 10,461 Income tax ,977 1,003 Net profit, of which attributable to: 13,911 9,458 BEST's Shareholders 13,838 9,376 non-controlling interests Other items of net comprehensive income: (817) which can be transferred to profit or loss 0 (817) which will not be transferred to profit or loss 0 0 Net comprehensive income, of which attributable 13,911 8,641 to: BEST's Shareholders 13,838 8,559 non-controlling interests Earnings per share from continued operations: Ordinary Diluted

7 3. CONDENSED CONSOLIDATED CASH FLOW STATEMENT for the reporting period from 1 January to 31 March 2015 Operating cash flows PLN ' PLN '000 Profit before tax 16,888 10,461 Adjustments for: (4,178) (13,778) Increase in value of investments in jointly controlled entities (5,940) (4,814) Depreciation and impairment of non-current assets Interest and profit sharing 3,644 1,851 Result on investment activities 21 0 Movement in inventory 5 14 Movement in receivables 479 2,975 Movement in short-term liabilities 4,865 (15,952) Movement in other assets, equity and liabilities (209) (482) Movement in investments in claims (7,797) 2,077 Other items, net 46 0 Net cash from operating activities before tax 12,710 (3,317) Income tax paid (464) (54) Net cash from operating activities after tax 12,246 (3,371) Cash flow from investment activities Inflows from the sale of intangible assets, and property, plant and equipment 17 0 Purchase of intangible assets, and property, plant and equipment (1,852) (2,426) Purchase of financial assets (205) 0 Net cash from investment activities (2,040) (2,426) Cash flow from financing activities Inflows from the issue of debt securities 54,887 16,000 Redemption of debt securities (24,187) (10,000) Repayment of borrowings and bank loans 0 (54) Commissions and interest paid on financial liabilities (4,746) (2,171) Payments due to lease (61) (95) Payments from net profit to non-controlling interests (77) (117) Net cash from financing activities 25,816 3,563 Movement in net cash 36,022 (2,234) Cash at the beginning of the period 37,455 20,145 Cash at the end of the period 73,477 17,911 including restricted cash 0 0 7

8 4. CONDENSED STATEMENT OF CHANGES IN CONSOLIDATED EQUITY for the reporting period from 1 January to 31 March PLN ' PLN '000 Equity at the beginning of the period 199, ,641 Share capital at the beginning of the period 20,966 23,512 Movement in share capital 0 0 Share capital at the end of the period 20,966 23,512 Equity shares at the beginning of the period 0 (20,943) Movement in equity shares 0 0 Equity shares at the end of the period 0 (20,943) Supplementary capital at the beginning of the period 15,298 25,335 Movement in supplementary capital 0 0 Supplementary capital at the end of the period 15,298 25,335 Revaluation reserve at the beginning of the period (36) 9,626 Measurement of financial assets available for sale 0 (1,009) Deferred income tax Revaluation reserve at the end of the period (36) 8,809 Reserve capital at the beginning of the period Movement in reserve capital 0 0 Reserve capital at the end of the period Retained profit at the beginning of the period 163, ,731 Movement in retained profit 0 0 Retained profit at the end of the period 163, ,731 Financial result for the current period attributable to BEST's Shareholders 13,838 9,376 Equity attributable to BEST's Shareholders at the end of the period 213, ,086 Capital attributable to non-controlling interests at the beginning of the period Decrease payment of profit for previous years to non-controlling interests (27) (63) Net profit for the period attributable to non-controlling interests Charges against net profit (51) (54) Equity attributable to non-controlling interests at the end of the period Total equity 213, ,165 8

9 5. NOTES to the condensed consolidated financial statements of BEST S.A. Capital Group for the first quarter ended 31 March Information on BEST S.A. Capital Group and consolidated entities BEST S.A. (BEST or the Issuer) was established with a notarial deed on 12 April The registered office of BEST is located in Gdynia, ul. Morska 59. The Company is entered in the Register of Entrepreneurs kept by the District Court Gdańsk-Północ in Gdańsk, 8 th Commercial Department of the National Court Register, under KRS no BEST is the parent company of the BEST S.A. Capital Group (BEST Group). As of 31 December 2015, BEST held capital commitments (directly or indirectly) in the following subsidiaries and jointly controlled entities: Name Total share Type of relationship Consolidati on method Year of incorpor ation Registere d office Register number BEST TFI S.A. (Investment Fund Company) 100% subsidiary full 2007 Gdynia KRS BEST Capital Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (BEST Capital FIZAN, FIZAN) 100% subsidiary full 2014 Gdynia RFI 1050 BEST I NSFIZ 100% subsidiary full 2005 Gdynia RFI 221 BEST II NSFIZ 100% subsidiary full 2008 Gdynia RFI 368 Best Nieruchomości Sp. z o.o. (BEST Nieruchomości) 100% subsidiary full 2000 Gdynia KRS Best Capital (CY) Ltd. (BEST Capital) 100% subsidiary full 2012 Limassol (CY) HE Kancelaria Radcy Prawnego Rybszleger Sp. k. (Law Firm) 90% subsidiary full 2011 Gdynia KRS BEST III NSFIZ 50% jointly controlled equity method 2011 Gdynia RFI 623 Actinium Sp. z o.o. 100% subsidiary full 2013 Gdynia KRS Actinium Sp. z o.o. S.K.A. 100% subsidiary full 2013 Gdynia KRS In Q1 2015, BEST Group acquired two new subsidiaries: Actinium Sp. z o.o. and Actinium Sp. z o.o. S.K.A. The Issuer holds 100% of shares in the share capital of Actinium Sp. z o.o. S.K.A. and 100% of interests in Actinium Sp. z o.o., which is the general partner of Actinium Sp. z o.o. S.K.A. The consolidated financial statements of BEST Group include the statements of BEST, the Investment Fund Company, BEST Capital FIZAN, BEST I NSFIZ, BEST II NSFIZ, BEST Nieruchomości, BEST Capital, the Law Firm, Actinium Sp. z o.o. and Actinium Sp. z o.o. S.K.A., as well as the results of changes in the value of BEST Group's investments in BEST III NSFIZ Basis for the preparation of these financial statements BEST Group prepares the consolidated financial statements in accordance with International Accounting Standards, International Financial Reporting Standards and the related interpretations published in the form of the regulations of the European Commission, hereinafter referred to as the IFRS. 9

10 BEST, the Investment Fund Company and BEST Capital prepare financial statements in accordance with the IFRS. BEST Nieruchomości Sp. z o.o., the Law Firm, Actinium Sp. z o.o. and Actinium Sp. z o.o. S.K.A. prepare financial statements in accordance with the Accounting Act of 29 September However, for the purposes of consolidation they are restated in accordance with the IFRS. BEST I NSFIZ, BEST II NSFIZ and BEST Capital FIZAN prepare financial statements in accordance with the Accounting Act of 29 September 1994 and the Ordinance of the Minister of Finance of 24 December 2007 concerning detailed accounting rules for investment funds (Journal of Laws of 2007, No. 249, item 185, as amended). However, for consolidation purposes, they are restated in accordance with the IFRS. These consolidated financial statements of BEST Group were prepared in a condensed version according to IAS 34 Interim Financial Reporting, as approved by the European Union, and according to the accounting standards applicable to interim financial statements, as adopted by the European Union, published and effective at the time of preparing these statements. The following amendments to the IFRS are effective as of 1 January 2015: Amendments to IFRS , IFRIC 21 Levies. The adoption of standards binding as of 1 January 2015 did not have a significant influence on the accounting policy of BEST Group and on the presentation of data in the financial statements. The following standards and interpretations were issued by the International Accounting Standards Board, but were not approved by the European Union or do not apply to these statements: IFRS 9 Financial Instruments effective for annual periods beginning on or after 1 January 2018, Amendments to IAS 19 Employee Benefits effective for annual periods beginning on or after 1 February 2015 (approved by the European Union), Amendments to IFRS 9 Financial Instruments, IFRS 7 Financial Instruments: Disclosures and IAS 39 Financial Instruments: Recognition and Measurement the entry into force was postponed by the IFRS Board with no indication on the planned date of approval, Amendments to IFRS effective for annual periods beginning on or after 1 February 2015 (approved by the European Union), IFRS 14 Regulatory Deferral Accounts effective for annual periods beginning on or after 1 January 2016, IFRS 15 Revenue from Contracts with Customers effective for annual periods beginning on or after 1 January 2017, Amendments to IAS 16 Property, Plant and Equipment and IAS 41 Agriculture: Bearer Plants effective for annual periods beginning on or after 1 January 2016, Amendments to IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets: Clarification of Acceptable Methods of Depreciation and Amortisation effective for annual periods beginning on or after 1 January 2016, Amendments to IFRS 11 Joint Arrangements: Accounting for Acquisitions of Interests in Joint Operations effective for annual periods beginning on or after 1 January 2016, Amendments to IAS 27 Equity Method in Separate Financial Statements effective for annual periods beginning on or after 1 January 2016, Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture effective for annual periods beginning on or after 1 January 2016, Amendments to IFRS 10, IFRS 12 and IAS 28 effective for annual periods beginning on or after 1 January 2016, Amendments to IAS 1 effective for annual periods beginning on or after 1 January 2016, Amendments to IFRS effective for annual periods beginning on or after 1 January

11 The above amendments are currently being analysed by BEST Group for their influence on the consolidated financial statements. These condensed consolidated financial statements were prepared on the basis of the following measurement principles: at fair value for: investment real property, provisions for employee benefits, financial assets measured through profit or loss (claims portfolios), at amortised cost less any impairment losses for: other financial assets and liabilities, at historical cost for: non-financial assets and liabilities. Investment in a jointly controlled entity was measured using the equity method. The amounts presented in the statements are rounded to thousands of PLN. The currency of the statements is the Polish złoty due to the fact that 100% of the revenue of BEST Group companies is denominated in this currency. In the opinion of the parent company's Management Board, there are no factors which could be a material threat to BEST Group's continued going concern status. Therefore, these financial statements have been prepared on a going concern basis. During the preparation of these condensed consolidated financial statements, the same accounting principles were applied as in the annual consolidated financial statements for 2014, published on 2 April In connection with a change in the presentation of provisions for holiday leave and other provisions beginning with the annual statements for 2014, the comparable data for Q was restated as follows: Consolidated cash flow statement Published data Adjustments Restated data Profit (loss) before tax 10, ,461 Adjustments for: (13,778) 0 (13,778) Movement in provisions 267 (267) 0 Movement in short-term liabilities (16,219) 267 (15,952) Net cash from operating activities before tax 5.3. Corporate bodies of consolidated entities of BEST Group (3,317) 0 (3,317) BEST S.A. In Q1 2015, the composition of BEST's Management Board did not change and, as of the date of these statements, is as follows: 1. Krzysztof Borusowski President of the Management Board 2. Marek Kucner Vice-President of the Management Board 3. Barbara Rudziks Member of the Management Board In Q1 2015, the composition of the Supervisory Board did not change and, as of the date of these statements, is as follows: 1. Sławomir Lachowski Chairman of the Supervisory Board 2. Prof. Leszek Pawłowicz Vice-Chairman of the Supervisory Board 3. Katarzyna Borusowska Member of the Supervisory Board 4. Patrycja Kucner Member of the Supervisory Board 11

12 5. Prof. Pasquale Policastro Member of the Supervisory Board 6. Prof. Dariusz Filar Member of the Supervisory Board BEST TFI S.A. and investment funds After the date of preparation of the consolidated statements for 2014, the Management Board of the Investment Fund Company expanded. On 17 April 2015, Krzysztof Stupnicki was appointed as a Member of the Management Board. Therefore, as of the date of these statements, the composition of the Investment Fund Company's Management Board is as follows: 1. Krzysztof Borusowski President of the Management Board 2. Marek Kucner Member of the Management Board 3. Krzysztof Stupnicki Member of the Management Board In Q1 2015, the composition of the Investment Fund Company's Supervisory Board did not change and, as of the date of these statements, is as follows: 1. Prof. Witold Orłowski Chairman of the Supervisory Board 2. Mirosława Szakun Vice-Chairwoman of the Supervisory Board 3. Andrzej Ladko Member of the Supervisory Board In Q1 2015, the Investment Fund Company managed all investment funds in BEST Group (BEST I NSFIZ, BEST II NSFIZ, BEST Capital FIZAN) and the jointly controlled fund BEST III NSFIZ. Other entities In Q1 2015, the composition of BEST Nieruchomości's Management Board did not change and, as of the date of these statements, the role of the President of the Management Board is held by Jacek Straszkiewicz. BEST Nieruchomości does not have a Supervisory Board. In Q1 2015, there were no changes concerning the partners of the Law Firm. The general partner responsible for running the company is Attorney Urszula Rybszleger. In Q1 2015, the composition of BEST Capital's board of directors did not change and, as of the date of these statements, is as follows: 1. Krzysztof Borusowski Director 2. Marek Kucner Director 3. Epssona Consultants Limited Director 4. Nosbor Services Limited Director 5. Totaltrust Management Limited Director In Q1 2015, BEST acquired Actinium Sp. z o.o. and Actinium Sp. z o.o. S.K.A. As of the date of preparation of the statements, the role of the President of the Management Board of Actinium Sp. z o.o. is held by Aleksander Białek. Actinium Sp. z o.o. is the general partner representing Actinium Sp. z o.o. S.K.A Adjustments of errors from previous periods In the reporting period, there were no adjustments concerning previous periods which must be accounted for in these interim condensed consolidated financial statements Notes on the seasonal or cyclic nature of BEST Group's business in the presented period 12

13 BEST Group's business is not of a cyclical or seasonal nature Description of factors and events, in particular extraordinary ones, significantly affecting financial performance Q1/Q1 difference Operating revenue, including: 33,665 20,533 64% increase in the value of investment in a jointly controlled 5,940 4,814 23% entity repayment of claims 20,597 10,885 89% revaluation of claims 2,517 (2,182) - Operating expenses, including: 13,308 8,353 59% taxes and fees 5,013 1, % Profit on sales 20,357 12,180 67% Profit before tax 16,888 10,461 61% Income tax 2,977 1, % Net profit* 13,838 9,376 48% Effective tax rate 18% 10% - *attributable to BEST's Shareholders In Q1 2015, BEST Group recorded a 64% increase in operating revenue and an 89% increase in claims repayment. This is largely attributable to the increase in the share in BEST II NSFIZ and its full consolidation. The increased scale of operations can also be seen in our operating expenses, especially in the item "taxes and fees", which is related to claiming debts in court and by way of enforcement proceedings. In total, in Q1 2015, the sales profit was 67% higher and the net profit attributable to BEST's Shareholders was 48% higher compared to the same period one year earlier. 13

14 5.7. Selected explanatory data for assets, liabilities, capitals, net financial result and selected estimates Other items of net comprehensive income (PLN '000) Other items which can be transferred to profit or loss: 0 (817) Financial assets available for sale profit (loss) in the period 0 (1,009) adjustments transfer to profit or loss 0 0 deferred income tax on items which can be transferred to profit or loss Other items which will not be transferred to profit or loss: 0 0 Total other items of net comprehensive income 0 (817) In connection with the full control and consolidation of BEST II NSFIZ from November 2014, the results of the fund are currently presented in revenue and expenses respectively. In previous periods, changes in the fair value of that fund's certificates held by BEST Group were due to other items of net comprehensive income Purchase of property, plant and equipment, intangible assets, and expenditures incurred to develop intangible assets In Q1 2015, BEST Group purchased property, plant and equipment, and intangible assets, and incurred expenditures to develop intangible assets in the amount of PLN 1,601 thousand. The costs of development works on the claims management system represented a material part of those expenditures (PLN 717 thousand). In the comparable period of the previous year, total expenditures amounted to PLN 980 thousand Deferred income tax assets (PLN '000) Deductible tax losses Negative temporary difference in the value of liabilities provisions receivables due to other employee liabilities benefits As of 5, , Increases Decreases As of 5, ,306 As of 6, ,973 Increases ,053 Total 14

15 Decreases 1, ,503 As of , , Deferred income tax provision (PLN '000) PP&E and IA* Positive temporary difference in the value of investment receivable NAV** of real s funds property other items As of , , Increases , ,796 Decreases As of 1, , ,494 As of , ,774 Increases , ,252 Decreases , ,271 As of , ,755 *IA intangible assets **NAV net asset value Long-term investments (PLN '000) Total As of As of Investments in jointly controlled entities measured with the equity method 104,083 98,143 Investment real property 9,747 9,747 Total 113, , Investments in jointly controlled entities (PLN '000) As of As of Investments in the jointly controlled entity BEST III NSFIZ 104,083 98,143 Number of certificates in thousands 28,912 28,912 Share in the total number of votes in % 50,00 50,00 Value at the acquisition price 28,912 28,912 Total movement in the value of investment in a jointly controlled entity 75,171 69,231 15

16 Acquired claims movements in the reporting period (PLN '000) Opening balance 251, ,591 Increases (decreases), including: 7, ,422 due to the consolidation of BEST II NSFIZ 0 110,191 purchase of new claims portfolios 5,280 40,322 revaluation of claims at fair value 2,517 (16,091) Closing balance, including the present value of estimated net flows: 258, ,013 recoverable within 1 year 53,371 48,159 recoverable within 1 to 3 years 94,124 92,095 recoverable in more than 3 years 111, ,759 BEST Group classifies claims portfolios acquired by securitisation funds as financial instruments measured at fair value through profit or loss. The fair value of claims portfolios is estimated based on recognised estimation methods. The assumptions adopted in claims measurement models are disclosed in note The portfolios of securitised claims are presented as short-term investments due to the fact that they include, almost entirely, matured claims Short-term receivables (PLN '000) As of As of Trade receivables 1,998 1,891 Receivables from taxes and contributions to statutory employee insurance Receivables claimed in court Receivables from the redemption of investment certificates 0 2,500 Receivables from bid bonds in tenders for the purchase of claims 2,000 0 Other Total gross receivables 4,284 4,766 less write-downs (128) (128) Total 4,156 4, Liabilities due to loans, borrowings, bonds and leases (PLN '000) As of As of Liabilities due to bonds 227, ,759 Liabilities due to finance lease Total, including: 227, ,299 short-term (up to 1 year) 23,820 13,517 long-term (1 to 5 years) 203, ,782 Detailed information on the change in the value of liabilities due to bonds in the period covered by the statements is presented in note 5.9 to these statements. 16

17 Trade and other liabilities (PLN '000) As of As of Trade liabilities 1,157 1,694 of which liabilities related to investments Liabilities due to taxes, payroll and contributions to employee insurance 1, Liabilities due to employee benefits 2,959 2,593 Liabilities due to the purchase of claims portfolios 4, Liabilities due to surplus and the unsettled repayment of claims 1,306 1,376 Other liabilities Total 11,498 6,888 The increase in liabilities compared to the data at the end of 2014 was influenced by the value of a liability due to the purchase of claims portfolios. As of the date of these statements, those liabilities are paid Income tax (PLN '000) Sum of temporary differences, of which: 3, Negative temporary differences (52) (47) recognised in the period (262) (236) reversed in the period Positive temporary differences 3, recognised in the period 3, reversed in the period (57) (58) Deductible tax loss: (730) (81) settled in the period asset recognised (732) (233) Total deferred income tax: 2, recognised in profit or loss 2, recognised in revaluation reserve 0 (192) Current income tax recognised in profit or loss Total income tax, of which: 2, recognised in profit or loss 2,977 1,003 recognised in revaluation reserve 0 (192) Earnings per share Earnings per share are net earnings divided by the number of shares vested with rights, i.e. all shares issued except for shares held by the Issuer as of the balance sheet date Net profit (loss) attributable to BEST's Shareholders (in PLN '000) 13,838 9,376 Number of ordinary shares (in thousands) 5,213 5,200 17

18 Dilution effect (in thousands) 0 12 Ordinary earnings (loss) per share (in PLN) Diluted earnings (loss) per share (in PLN) Transactions between related parties (PLN '000) Information on remuneration for the Members of Management Boards and Supervisory Boards of BEST Group companies (PLN '000) Management Board Supervisory Board BEST Investment Fund Company BEST Nieruchomości 9 9 Actinium Sp. z o.o. 1 0 BEST Investment Fund Company Information on the value of unpaid advances, loans, borrowings, guarantees, sureties granted to and agreements concluded with managers or supervisors Not applicable Information on transactions with other related parties (PLN '000) Transactions between BEST and its subsidiaries were eliminated during consolidation and have not been recognised in this note. Presented below are transactions between BEST Group and other related parties: Revenue from the sale of services: BEST (parent company) 3,407 5,522 of which to the jointly controlled entity BEST III NSFIZ 3,407 3,437 of which to BEST II NSFIZ before consolidation* 0 2,085 other BEST Group entities of which to the jointly controlled entity BEST III NSFIZ of which to BEST II NSFIZ before consolidation* Other transactions BEST (parent company) 0 16,226 of which to the jointly controlled entity BEST III NSFIZ 0 0 of which to BEST II NSFIZ before consolidation* 0 16,147 other BEST Group entities

19 *In the comparable period for 2014, the above note presented data on transactions with BEST II NSFIZ. From the date of full consolidation of that fund, transactions with the fund are eliminated in the consolidated statements. Unsettled balances as of Unsettled balances as of Liabilities: BEST (parent company) of which to the jointly controlled entity BEST III NSFIZ other BEST Group entities 0 0 Receivables: BEST (parent company) 0 2,500 of which from the jointly controlled entity BEST III NSFIZ 0 2,500 other BEST Group entities 1,407 1,341 of which from the jointly controlled entity BEST III NSFIZ 1,407 1, Information on the issue, redemption and repayment of debt securities and equity securities Debt securities bonds (PLN '000) In Q1 2015, BEST issued series K3 and K4 bonds with a total nominal value of PLN 55 million, based on a public prospectus valid until 21 March During the 12-month validity of that prospectus, BEST issued bonds with a total nominal value of PLN 150 million, which account for one half of the value of the 2-year bonds issue programme adopted by the Issuer's Management Board for implementation in In addition, in the presented reporting period BEST Group redeemed series H bonds and series I bonds with a total value of PLN 24 million New issues, including: 55,000 K3 series 35,000 K4 series 20,000 Redemptions, including: (24,187) H series (10,000) I series (14,187) Total 30,813 Therefore, as of 31 March 2015, the nominal value of the issued and unredeemed bonds of BEST Group amounted to PLN 229 million. Series Nominal value of bonds (in Nominal interest rate Coupon payment frequency Issue date Maturity Issue type Listed at Catalyst 19

20 PLN '000) G 39,000 WIBOR 3M pp every quarter public* yes C** 40,000 WIBOR 6M pp every six months private yes K1 45,000 WIBOR 3M pp every quarter public yes K2 50, pp every quarter public yes K3 35,000 WIBOR 3M pp every quarter public yes K4 20,000 WIBOR 3M pp every quarter public yes Total 229,000 *only for investors who purchased securities for at least PLN 210 thousand, which did not require an issue prospectus to be prepared **issued by BEST II NSFIZ Equity securities In 2015, the Issuer did not issue or redeem any shares Information on paid (or declared) dividend In the period from 1 January to 31 March 2015, BEST did not pay or declare the payment of a dividend. Additionally, in the terms of issue of series G and K4 bonds, BEST undertook not to pay a dividend. The maturity of the last of these bonds is 10 March Operating segments (PLN '000) BEST Group has established the following operating segments: Investments in Claims. Investment in claims portfolios. Currently, these operations are performed by BEST, BEST Capital, BEST I NSFIZ, BEST II NSFIZ, BEST III NSFIZ, BEST Capital FIZAN, the Investment Fund Company, Actinium Sp. z o.o. and Actinium Sp. z o.o. S.K.A. Claims Management. This segment involves managing claims acquired by investment funds, as well as monitoring the claims of other entities currently run by BEST. Investment Funds Management. This segment focuses on establishing and managing investment funds currently run by the Investment Fund Company. The Legal Services segment involves the activity of the Law Firm. The Real Property Management segment involves investment in and management of real property on behalf of other parties, and the activities of investment funds associated with acquiring real property collateralising the funds' claims currently run by BEST, BEST II NSFIZ and BEST Nieruchomości. BEST Group applies the same accounting principles in its operating segments as in the financial statements, accounting for consolidation adjustments. Due to the fact that BEST Group's organisational structure is consistent with the functional division into operating segments, in principle, the assets and liabilities of each segment are the same as the results, assets and liabilities of a given entity or entities from BEST Group, except for the following specific items: revenue and receivables related to the implementation of investments in claims portfolios which are presented in the Claims Investments segment; costs and liabilities related to financing the purchase of claims portfolios which are presented in the Claims Investments segment; items pertaining to investments in real property which are presented in the Real Property Management segment; 20

21 cash which is presented in the Claims Investments segment. Basic information on BEST Group's operating segments: As of 31 March 2015: Investment s in Claims Claims Manageme nt Investment Fund Manageme nt Legal Services Real Property Manageme nt Cash 73, ,477 Other assets 363,056 25, , ,992 Total assets 436,533 25, , ,469 Financial liabilities 227, ,631 Other liabilities 25,282 6, ,170 Total liabilities 252,435 6, ,801 As of 31 December 2014: Investment s in Claims Claims Manageme nt Investment Fund Manageme nt Legal Services Real Property Manageme nt Cash 37, ,455 Other assets 351,763 22, , ,945 Total assets 389,218 22, , ,400 Financial liabilities 197, ,299 Other liabilities 17,069 6, ,266 Total liabilities 214,829 6,097 1, ,565 Data for the period from to Investmen ts in Claims Claims Manageme nt Investment Fund Manageme nt Legal Services Real Property Manageme nt Unallocat ed Operating revenue 29,054 4, ,665 Operating 9,635 3, ,308 expenses Subsidies for business activity Other revenues/expenses (3,552) 51 8 (1) 0 0 (3,494) Profit (loss) 15, (59) 6 16,888 Total Total Total 21

22 before tax Income tax 2, (11) 1 2,977 Profit attributable to non-controlling interests Net profit (loss) attributable to BEST's Shareholders 13, (48) 5 13,838 Other items of income Net comprehensive income (loss) attributable to BEST's Shareholders 13, (48) 5 13,838 Data for the period from to Investmen ts in Claims Claims Manageme nt Investment Fund Manageme nt Legal Services Real Property Manageme nt Unallocat ed Operating revenue 13,517 6, ,533 Operating expenses 3,580 4, ,353 Subsidies for business activity Other revenues/expenses (1,816) 96 (14) (8) 0 0 (1,742 ) Profit (loss) 10,46 8,121 2, (42) 5 before tax 1 Income tax (8) 0 1,003 Profit attributable to non-controlling interests Net profit (loss) attributable to BEST's Shareholders Other items of income Net comprehensive income (loss) attributable to BEST's Shareholders 7,558 1, (34) 5 9,376 (817) (817) 6,741 1, (34) 5 8,559 Total 22

23 5.12. Events after the date of the financial statements which are not recognised in the financial statements and which may have a material influence on BEST Group's future financial results None Effects of changes in BEST Group's structure, including mergers, acquisitions or loss of control of subsidiaries, and long-term investments, restructuring and discontinued operations In Q1 2015, BEST Group expanded by two new entities: Actinium Sp. z o.o. and Actinium Sp. z o.o. S.K.A. BEST holds 100% of interests in the share capital of Actinium Sp. z o.o. and 100% of shares in the share capital of Actinium Sp. z o.o. S.K.A., whose general partner is Actinium Sp. z o.o. In order to increase the transparency and effectiveness of operations, in April 2015 BEST transferred the investment certificates of BEST II NSFIZ and BEST III NSFIZ to BEST Capital FIZAN. As a result, BEST Group's structure was arranged in such a way that the securitisation funds BEST I NSFIZ, BEST II NSFIZ and BEST III NSFIZ are the assets of BEST Capital FIZAN as of the date of these statements. *not a member of the Group within the meaning of the IFRS 23

24 In the reporting period, BEST Group did not discontinue any operations Fair value of financial instruments (PLN '000) In accordance with IFRS 13, fair value is defined as the amount which could be received in a sales transaction of an asset or which could be paid in a transaction of the transfer of a liability between market participants as of the measurement date (so-called initial price). This note does not contain information pertaining to the measurement of the investment certificates of BEST III NSFIZ, which, in accordance with IFRS 11, are measured using the equity method. Presented below is BEST Group's data on the fair value measurement of the claims of BEST I NSFIZ and BEST II NSFIZ, and of liabilities from the issue of bonds Value of financial instruments measured at fair value BEST Group classifies financial instruments in accordance with the principles of measuring fair value, using the following hierarchy that reflects the use of different input data for measurement: Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities, Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices), Level 3: inputs for the asset or liability which are not based on observable market data (unobservable inputs). As of 31 December 2015, BEST Group holds only financial instruments measured at fair value classified as Level 3. Level 3 In this category, BEST Group classifies claims purchased by BEST I NSFIZ and BEST II NSFIZ which constitute financial instruments measured through profit or loss. Level 3 As of As of Acquired claims 258, ,013 The fair value of claims portfolios is estimated on the basis of recognised estimation methods, using the market discount rate of probable future recoverable cash inflows and expenditures necessary in order to generate the assumed inflows in the period of planned portfolio management. As of each measurement date, BEST Group verifies the assumptions adopted in creating measurement models, the value of basic parameters, and the causes and materiality of deviations of planned and realised values. If the conditions provided in the funds' policies are met, those figures are revised. The basic parameters used for the measurement of claims are: portfolio management period, estimated inflows in the portfolio management period, estimated costs of claims management and recovery, discount rate which is the sum of the risk-free rate and the risk premium. The following assumptions have been adopted in the measurement of BEST Group's claims portfolios: As of As of portfolio management period April 2015 June 2025 January 2015 June 2025 nominal value of estimated future flows (PLN million) 390, ,092 24

25 discount rate 8% -42% 8% -42% Due to the adopted measurement method, there is a possibility that the measurements of securitised claims portfolios recognised in the funds' statements and of claims recognised in BEST Group's consolidated financial statements may differ from the values which would be determined if there was an active market Sensitivity analysis of claims classified as Level 3 BEST Group analysed the sensitivity of the purchased claims to a change of base interest rates. Book value Effect on fair value, PLN '000 Increase in interest rates by 1 pp Decrease in interest rates by 1 pp Claims sensitive to changes of interest rates 253,999 (6,894) 7,266 Book value Effect on fair value, PLN '000 Increase in interest rates by 1 pp Decrease in interest rates by 1 pp Claims sensitive to changes of interest rates 239,423 (6,440) 6,785 As of 31 March 2015, the fair value of the purchased claims would have been lower by PLN 6,894 thousand or higher by PLN 7,266 thousand if the interest rates used to measure this value had been higher or lower by 1 pp respectively Comparison of the fair value and the carrying value of financial instruments not measured at fair value Financial liabilities due to bonds issue As of As of Fair value Fair value Fair value Fair value 231, , , ,759 Financial liabilities due to bonds issue, for balance sheet purposes, were measured at amortised cost, taking into account the incurred expenses directly related to the issue and the effective interest rate. The fair value of bonds listed in an active market (regulated or alternative) and bonds not listed in an active market with parameters similar to those bonds was estimated as the number of bonds unredeemed as of the balance sheet date multiplied by the transaction price plus interest accrued. The carrying values of other financial instruments do not differ materially from their fair values Information on contingent liabilities or contingent assets and their changes after the end of the last financial year As of the date of these statements, BEST Group does not have any contingent liabilities Value of the financial debt ratio which, if exceeded, substantiates BEST bondholders' demand for an early redemption 25

26 Item (consolidated statements) As of Financial liabilities due to interest 227,631 Cash and cash equivalents 73,477 Net debt 154,154 Equity 213,668 (Net debt/equity) limit value in the terms of issue for: series G bonds 2.00 series K1, K2, K3 and K4 bonds 2.50 (Net debt/equity) real value

27 III. QUARTERLY DISCLOSURES OF BEST S.A. FOR THE FIRST QUARTER ENDED 31 MARCH CONDENSED SEPARATE STATEMENT OF FINANCIAL POSITION as of 31 March 2015 ASSETS PLN ' PLN '000 Non-current assets 354, Intangible assets 6,696 5,767 Property, plant and equipment 7,747 7,820 Deferred income tax assets 6,271 5,495 Long-term investments, including: 332, ,949 investment real property 4,112 4,112 Long-term receivables Other assets Current assets 53,763 22,799 Inventory 8 13 Receivables from borrowings and bonds 60 9,680 Trade and other receivables 10,120 5,896 Cash and cash equivalents 42,668 6,246 Other assets Total assets 407, ,364 EQUITY AND LIABILITIES Equity 197, ,520 Share capital 20,966 20,966 Supplementary capital 15,158 15,158 Revaluation reserve 67,331 62,453 Profit brought forward 95,943 0 Net profit (loss) (1,582) 95,943 Long-term liabilities 194, ,328 Liabilities due to loans, borrowings, bonds and leases 176, ,043 Deferred income tax provision 17,682 16,129 Provisions for employee benefits Other equity and liabilities 3 3 Short-term liabilities 15,935 15,516 Liabilities due to loans, borrowings, bonds and leases 11,064 10,501 Trade and other liabilities 4,865 5,009 Provisions for employee benefits 4 4 Other equity and liabilities 2 2 Total equity and liabilities 407, ,364 27

28 2. CONDENSED SEPARATE STATEMENT OF COMPREHENSIVE INCOME for the reporting period from 1 January to 31 March 2015 (single-step) PLN ' PLN '000 Note Operating revenue, including: 13,207 8,652 income from the realisation of investment certificates 4,522 0 Operating expenses 12,212 6,680 Depreciation/amortisation Consumption of materials and energy Third party services 1,370 1,230 Taxes and fees Payroll 4,197 3,578 Social insurance and employee benefits Other, including: 4, acquisition value of realised investment certificates 4,330 0 Profit on sales 995 1,972 Other operating revenue Other operating expenses Operating profit 987 2,024 Financial revenue Financial expenses 3,126 1,855 Profit (loss) before tax (1,949) 313 Income tax Net profit (loss) (1,582) 239 Total other items of net comprehensive income 5.1 4,878 3,278 which can be transferred to profit/loss 4,878 3,278 which will not be transferred to profit or loss 0 0 Net comprehensive income 3,296 3,517 Earnings (loss) per share from continued operations: Ordinary (0.30) 0.05 Diluted (0.30)

29 3. CONDENSED SEPARATE CASH FLOW STATEMENT for the reporting period from 1 January to 31 March 2015 Operating cash flows PLN ' PLN '000 Profit (loss) before tax (1,949) 313 Adjustments for: 3,830 4,544 Depreciation and impairment of non-current assets Interest and profit sharing 3,021 1,780 Result on investment activities 21 0 Movement in inventory 5 14 Movement in receivables (4,227) 2,880 Movement in short-term liabilities 112 (162) Movement in other assets, equity and liabilities (121) (506) Movement in investments in claims 4,330 0 Other items, net 0 0 Net cash from operating activities before tax 1,881 4,857 Income tax paid 0 0 Net cash from operating activities after tax 1,881 4,857 Cash flow from investment activities Inflows from the sale of intangible assets, and property, plant and equipment 17 0 Inflows from the sale or redemption of financial assets 9,767 0 Dividends received and profit sharing Acquisition of intangible assets, and property, plant and equipment (1,838) (2,426) Acquisition of financial assets (207) (9,600) Outflows from borrowings granted (60) 0 Inflows from borrowings granted 0 51 Net cash from investment activities 7,697 (11,912) Cash flow from financing activities Inflows from the issue of debt securities 54,887 16,000 Redemption of debt securities (24,678) (10,000) Repayment of bank loans 0 (54) Repayment of lease liabilities (11) (52) Commissions and interest paid on financial liabilities (3,354) (2,165) Net cash from financing activities 26,844 3,729 Movement in net cash 36,422 (3,326) Cash at the beginning of the period 6,246 16,086 Cash at the end of the period 42,668 12,760 including restricted cash 29

30 4. CONDENSED SEPARATE STATEMENT OF CHANGES IN EQUITY for the reporting period from 1 January to 31 March PLN ' PLN '000 Equity at the beginning of the period 194,520 88,113 Share capital at the beginning of the period 20,966 23,512 Movement in share capital 0 0 Share capital at the end of the period 20,966 23,512 Equity shares at the beginning of the period 0 (20,943) Movement in equity shares 0 0 Equity shares at the end of the period 0 (20,943) Supplementary capital at the beginning of the period 15,158 25,213 Movement in supplementary capital 0 0 Supplementary capital at the end of the period 15,158 25,213 Revaluation reserve at the beginning of the period 62,453 52,042 Measurement of financial assets 6,104 4,046 Derecognition of financial assets redemption of the investment certificates 0 of BEST II NSFIZ (82) Deferred income tax (1,144) (768) Revaluation reserve at the end of the period 67,331 55,320 Reserve capital (share options) at the beginning of the period Movement in reserve capital 0 0 Reserve capital at the end of the period Retained profit at the beginning of the period 95,943 8,023 Movement in retained profit 0 0 Retained profit at the end of the period 95,943 8,023 Financial result for the current period (1,582) 239 Equity at the end of the period 197,816 91,630 30