ANNUAL REPORT 2012 PST CLC, a.s.

Transcription

1 ANNUAL REPORT 2012 PST CLC, a.s.

2 CONTENT SPEECH OF THE CHAIRMAN OF THE BOARD OF DIRECTORS BOARD OF DIRECTORS AND THE SUPERVISORY BOARD AS OF 31 DECEMBER INTEGRATED MANAGEMENT SYSTEM AND CERTIFICATION HUMAN RESOURCES EDUCATION SELECTED ECONOMIC INDICATORS FINANCIAL SECTION FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER REPORT ON RELATIONS WITH RELATED PERSONS FOR INDEPENDENT AUDITOR S REPORT CONTACTS HEADQUARTERS AND OFFICES SERVICES

3 PST CLC, a.s. in 2012 Foreign investor Mitsui-Soko joining the company Successful implementa on of the Barum Con nental Project Extension of the contract with Philip Morris CZ New clients for TRCZ and KOITO Economic results growing for the fourth year in succession Increase in opera ng economic result of 54 % Sales amoun ng to CZK 388 million Profit before tax CZK 28 million Extension of warehouse capacity by m 2 Cer fica on pursuant to OHSAS 18001:2007 Dynamic increase in the number of employees Membership in the Port of Hamburg Associa on PST CLC, a.s. has been successfully opera ng on the Czech and the European market for more than 20 years. It takes all the advantages of a complex and interconnected logis cs chain, ensuring effec ve customs clearance of the goods based on its own network of customs offices, goods warehousing and flexible procession in modern logis cs centres as well as reliable and fast transport worldwide. FORWARDING / WAREHOUSING / CUSTOMS SERVICES / INTERNAL LOGISTICS PST CLC PROGRESSIVE LOGISTICS

4 2 PST CLC, a.s. / ANNUAL REPORT 2012

5 CHAPTER I SPEECH OF THE CHAIRMAN OF THE BOARD OF DIRECTORS Dear Business Friends, Ladies and Gentlemen, At the end of 2012, the new history of PST CLC, a.s. commenced and I can pronounce with pride but also humility that we succeeded, despite the worldwide recession, in a aining economic growth for the fourth year in succession. This allows us to boost the good reputa on of the company, which guarantees the possibility of future growth. The most important event of the last year relates to the fact that a foreign investor has joined our company. Now, PST CLC, a.s. as a member of the Japan Mitsui-Soko Group can enter the European as well as the world markets. It is up to us, the employees of PST CLC, a.s., to determine in which way we will be able to explore this huge and unrepeatable challenge in the coming years. The principal mission of the company in the course of its business was to become the preferred choice for customers and employees so that every minute of the coopera on concerns mainly the partnership and not just the business rela onship. I am sure that observing the vision of PST CLC, a.s. alongside the principles of sustainable development, the reduc on of environmental load as well as the support to the development of educa on of our employees and care for their health allow us to be more and more successful among the leading companies on the market. Division PST CLC Logis cs has extended its warehouse area by another m 2 thanks to the logis cs centres in Plzeň and Lovosice ci es with a strong industrial tradi on and strategic loca on within not only the Czech Republic, but also the European Union s markets. The year 2012 was the first year of our coopera on with our key customer, the Barum Con nental Company. All year round, we could prove the high quality of our logis cs service and reliable distribu on of products to end users in Bohemia and Slovakia. At the same me, by acquiring TRCZ and KOITO, new clients and subcontractors to renowned car producers, we con nued in our successful penetra on of the automo ve market segment. At the end of the year, we succeeded in a tender for providing logis cs services to the Philip Morris CZ manufacturing plant in Kutná Hora. With this project, we can follow up with high level of our services, which we have provided for many years here. The la er success reflects the client s sa sfac on with the work of our team. The total sales of the PST CLC Logis cs Division reached 188 million Czech crowns in The PST CLC Forwarding Division cons tutes the other pillar of our ac vity. A er having joined the Mitsui-Soko Group, this division has extended its ac vity outside the border of the Czech Republic and the European Union significantly. Exports and imports by sea and by air in par cular rose significantly. The total sales of the PST CLC Forwarding Division reached 127 million Czech crowns in Of course, I cannot leave out the successful ac vity of the PST CLC Customs Services Division, which kept increasing the volume of cleared consignments. The high maintained volume of sales is thanks especially to the high professional level of the team with our customs specialists and their effec ve and flexible approach to the demands and needs of our customers. The total sales of the Division PST CLC Customs Services reached 70 million Czech crowns in As men oned at the beginning, the foreign capital entry into PST CLC, a.s. crowned our efforts to find new business opportuni es and to penetrate extra-european markets. On 1 August 2012 we became a member of the Japanese Mitsui-Soko Group; Mitsui-Soko (Europe) s.r.o. became a 100% shareholder of PST CLC, a.s. On 1 November 2012, an enterprise of Mitsui-Soko (Europe) s.r.o. joined the PST CLC, a.s., company. A considerable volume of work related to joining the new group could be completed successfully only using all the strength of PST CLC, a.s., and Mitsui-Soko (Europe) employees. The year 2013 will be not only a year of stabilisa on a er significant changes in the organisa onal chart, but also a challenge to search for new synergic effects within a strong business group. In conclusion, allow me to thank all our business partners for their trust in PST CLC, a.s. as well as all our employees for their efforts in a aining the results that we reached in 2012, together with our clients and suppliers. In Ostrava, 31 March 2013 Rudolf Malý, ALog. Chairman of the Board of Directors 3

6 CHAPTER II ABOUT COMPANY II. 1. BOARD OF DIRECTORS AND THE SUPERVISORY BOARD AS OF 31 DECEMBER 2012 Board of Directors Rudolf Malý, ALog., Chairman Ing. Miroslav Bradna, Vice-Chairman Mgr. Dalibor Sosna, member Ing. Jiří Bradna, member Kenji Takatoh, member Supervisory Board Vít Votroubek, member Bc. Zuzana Lančová, member Masaji Hosoda, member II. 2. ORGANISATIONAL STRUCTURE PST CLC, a.s. Board of Directors CEO Advisor to the CEO Secretariat Zdiby and Ostrava Ostrava Services Director Director Director Finance Director Branch Shipment Division Shipment Division KAM+Project managers HR Shipment Praha Shipment Ostrava Sea and Air Forwarding LC Svinov LC Lovosice LC Kutná Hora 4 PST CLC, a.s. / ANNUAL REPORT 2012

7 II. 3. INTEGRATED MANAGEMENT SYSTEM AND CERTIFICATION In accordance with its long-term strategy, PST CLC, a.s. develops an integrated management system within the company. Its latest cer fica on by Lloyd s Register Quality Assurance, according to the standards of the Quality Management System (ISO 9001:2008), the Environmental Protec on (ISO 14001:2004) and the Safety and Health at Work system (OHSAS 18001:2007), was running in November The Integrated Management System was originally developed as a system of quality management based on the need to set up, document, and improve such management processes that enable the permanent supervision of the quality of provided services and that ensure the sa sfac on of all customers to the largest extent. The first stage came in 2000 with cer fica on according to the standards of the quality management system for customs and forwarding services. In 2002, another key ac vity, warehousing, was included in the cer fica on. In the following years, the system was developed, including all the then newly-founded departments. In 2008 we demonstrated the declared quality of provided services and the execu on of all legal requirements by obtaining the AEO Cer ficate (European Database of Authorised Economic Operators), issued by the General Directorate of Customs, at its highest F level. We were one of the first companies in the Czech Republic to obtain the AEOF. Another step to comply with the long-term tasks of the company was to extend the cer fica on in the important field of environmental protec on. The extension was successfully made in March 2010 and the integra on of the environmental protec on system into exis ng standards resulted in the Integrate Management System. With the development of warehousing ac vi es, it was more and more necessary to pay greater a en on to the issue of health and safety at work. In 2012, we put our system to an audit performed by a cer fica on authority and, based on the requirements sa sfied as to the standard OHSAS 18001, we were cer fied for this field in November The Integrated Management System is being developed using the professional knowledge, abili es, and long-year experience of our employees and respec ng the needs of our customers. PST CLC, a.s. is a member of the following professional associa ons: The Associa on of Forwarding and Logis cs of the Czech Republic The Chamber of Commerce of the Czech Republic The Confedera on of Industry The Associa on for the Development of the Moravian-Silesian Region The American Chamber of Commerce in the Czech Republic Port of Hamburg 5

8 II. 4. HUMAN RESOURCES Personnel Development At the end of 2012, personnel development showed a dynamic increase in the number of employees. This increase referred to the contribu on of the enterprise of Mitsui-Soko (Europe) s.r.o. as well as the implementa on of the Con nental Project started by the company successfully in The average converted number of employees as compared to 2011 rose by 67 employees. As of 31 December 2012, the company employed 291 employees. The annual converted number amounted to 258 employees. The average monthly salary paid to the employees of the company in 2012 amounted to CZK Average Recalculated Headcount Average Salary (CZK thousand) PST CLC, a.s. / ANNUAL REPORT 2012

9 II. 5. EDUCATION We understand that educa on and con nuous improvements in the knowledge and qualifica ons of our employees are a significant and important instrument to keep and develop the competences in all fields of the business ac vity. Therefore, it ranks among the main priori es of the company. The project aimed at increasing the compe veness of forwarding and logis cs companies went on in 2012; the Associa on of Forwarding and Logis cs of the Czech Republic was the recipient of the project. This project was funded by ESF and state budget the Czech Republic by means of the Opera ng Programme Human Resources and Employment Rate. The realisa on was defined for the period from 1 January 2011 to 28 February The educa on ran in following branches: Logis cs and Warehousing; Basic Types of Transporta on and the Transporta on of Dangerous Items; Legal Aspects in Logis cs and Forwarding; Quality; Customs Issues; Managerial Skills; Human Resources Management and Tutorial Skills; Informa on Technologies; Company Economic System and Language Educa on. PST CLC, a.s. as an involved subject undertook to ensure the training own employees by the end of the Project, according to preset criteria and par cular monthly me schedules. The persons to be trained included the following target groups: - Heads of logis cs centres - Shi foremen - Warehouse keepers - Managing clerks - Accountants - Sales Managers - Economic and finances Within the project, 274 employees were trained in The par cular educa onal ac vi es are of benefit to the everyday ac vi es of the employees as well as the whole company. 7

10 II. 6. SELECTED ECONOMIC INDICATORS Forwarding and 75 Customs Services Others 58 3 In total 388 Revenues (CZK million) Value Added (CZK million) % % 6 % 20 4 % 10 2 % 0 0 % ,33 % 6,35 % 7,63 % 7,52 % 8 PST CLC, a.s. / ANNUAL REPORT 2012

11 II. 7. ASSUMED DEVELOPMENT IN COMING YEARS For the company, the year 2012 was a year with an important organisa onal change; therefore, for the next period the main priority involves the stabilisa on of ac vi es, as a part of the enterprise contribu on of Mitsui-Soko (Europe) s.r.o. Despite the aforemen oned, the year 2013 is also a year of a challenge for our ongoing development. A er the consolida on, the company increased not only the number of its employees, but also its business ac vi es. We are looking for new business occasions especially on extra-european markets; we are expec ng progress not only in the field of sales, but also in the achieved economic results, while keeping the present high quality of the services offered by us. We also want to invest in the increase of erudi on of our employees who are the source for the strength and next growth of the company. II. 8. ACTIVITIES IN THE FIELD OF RESEARCH AND DEVELOPMENT Because of the line of business, which consists of providing services in the field of logis cs, forwarding and customs services, the company does not carry out any ac vi es in the field of research and development. II. 9. ACTIVITIES IN THE FIELD OF ENVIRONMENTAL PROTECTION In 2012, the company observed all the laws, rules, and standards rela ng to environmental protec on. II. 10. DATA ABOUT AN ORGANISATIONAL BODY ABROAD The company has an organisa onal body in Poland, which was part of the enterprise contribu on of the parent company Mitsui-Soko (Europe) s.r.o. on 1 November II. 11. EVENTS THAT OCCURRED AFTER THE BALANCE SHEET DATE A er the balance sheet date, there was a change in the Board of Directors; Mgr. Dalibor Sosna was removed from his posi on as a member. No new member has been appointed. The company is considering the possible handing-over and u lisa on of the tax loss in connec on with the enterprise contribu on of the parent company Mitsui-Soko (Europe) s.r.o. in the amount of CZK thousand. The company, in collabora on with its tax advisors, will nego ate this possibility with the local Revenue Office. 9

12 10 PST CLC, a.s. / ANNUAL REPORT 2012

13 FINANCIAL SECTION 11

14 CHAPTER III ANNUAL ACCOUNTING FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 Name of the Company: PST CLC, a.s. Registered Office: Nádražní 969/112, Ostrava - Moravská Ostrava Legal Status: Joint Stock Company Corporate ID: Components of the Financial Statements: Balance Sheet Profit and Loss Account Statement of Changes in Equity Cash Flow Statement Notes to the Financial Statements These financial statements were prepared on 3 April Statutory body of the repor ng en ty: Signature Rudolf Malý, Alog. Chairman of the Board of Directors Ing. Jiří Bradna Member of the Board of Directors 12 PST CLC, a.s. / ANNUAL REPORT 2012

15 BALANCE SHEET full version As of (in CZK thousand) PST CLC, a.s. Corporate ID Nádražní 969/ Ostrava - Moravská Ostrava Gross Adjustment Net Net TOTAL ASSETS B. Fixed assets B.I. Intangible fixed assets B.I.3. So ware B.I.7. Intangible fixed assets under construc on B.II. Tangible fixed assets B.II.1. Land 749 B.II.2. Structures B.II.3. Individual movable assets and sets of movable assets B.II.7. Tangible fixed assets under construc on B.II.9. Valua on difference on acquired assets B.III. Non-current financial assets B.III.1. Equity investments - subsidiary (controlled en ty) B.III.5. Other non-current financial assets C. Current assets C.I. Inventories C.I.1. Material C.I.5. Goods C.II. Long-term receivables C.II.1. Trade receivables C.III. Short-term receivables C.III.1. Trade receivables C.III.6. State - tax receivables C.III.7. Short-term prepayments made C.III.8. Es mated receivables C.III.9. Other receivables C.IV. Current financial assets C.IV.1. Cash on hand C.IV.2. Cash at bank D. I. Other assets D.I.1. Deferred expenses D.I.3. Accrued income

16 TOTAL LIABILITIES & EQUITY A. Equity A.I. Share capital A.I.1. Share capital A.II. Capital funds A.II.1. Share premium A.II.3. Gains or losses from the revalua on of assets and liabili es A.III. Statutory funds A.III.1. Statutory reserve fund/indivisible fund A.IV. Retained earnings A.IV.1. Accumulated profits brought forward A.V. Profit or loss for the current period (+ -) B. Liabili es B.II. Long-term liabili es B.II.10. Deferred tax liability B.III. Short-term liabili es B.III.1. Trade payables B.III.5. Payables to employees B.III.6. Social security and health insurance payables B.III.7. State - tax payables and subsidies B.III.8. Short-term prepayments received B.III.10. Es mated payables B.III.11. Other payables C. I. Other liabili es C.I.1. Accrued expenses C.I.2. Deferred income PST CLC, a.s. / ANNUAL REPORT 2012

17 PROFIT AND LOSS ACCOUNT structured by the nature of expense method Year ended (in CZK thousand) PST CLC, a.s. Corporate ID Nádražní 969/ Ostrava - Moravská Ostrava Year ended Year ended I. Sales of goods A. Costs of goods sold Gross margin II. Produc on II.1. Sales of own products and services B. Purchased consumables and services B.1. Consumed material and energy B.2. Services Added value C. Staff costs C.1. Payroll costs C.2. Remunera on to members of statutory bodies C.3. Social security and health insurance costs C.4. Social costs D. Taxes and charges E. Deprecia on of intangible and tangible fixed assets III. Sales of fixed assets and material III.1. Sales of fixed assets F. Net book value of fixed assets and material sold F.1. Net book value of sold fixed assets G. Change in reserves and provisions rela ng to opera ng ac vi es and complex deferred expenses IV. Other opera ng income H. Other opera ng expenses * Opera ng profit or loss X. Interest income N. Interest expenses XI. Other financial income O. Other financial expenses * Financial profit or loss Q. Income tax on ordinary ac vi es Q 1. - due Q 2. - deferred 865 ** Profit or loss from ordinary ac vi es XIII. Extraordinary income 125 R. Extraordinary expenses 46 * Extraordinary profit or loss 79 *** Profit or loss for the current period (+/-) **** Profit or loss before tax

18 STATEMENT OF CHANGES IN EQUITY Year ended (in CZK thousand) PST CLC, a.s. Corporate ID Nádražní 969/ Ostrava - Moravská Ostrava Share capital Capital funds Statutory funds Accumulated profits brought forward Accumulated losses brought forward Profit or loss for the current period TOTAL EQUITY Balance at 1 January 2011 Distribu on of profit or loss Bonuses to statutory bodies Gains or losses on revalua on of investments Profit or loss for the current period Balance at 31 December 2011 Distribu on of profit or loss Change in share capital Gains or losses on revalua on of investments Share premium as a result of the investment of business Profit or loss for the current period Balance at 31 December PST CLC, a.s. / ANNUAL REPORT 2012

19 CASH FLOW STATEMENT Year ended (in CZK thousand) PST CLC, a.s. Corporate ID Nádražní 969/ Ostrava - Moravská Ostrava Year ended P. Opening balance of cash and cash equivalents Cash flows from ordinary ac vi es Z. Profit or loss from ordinary ac vi es before tax A.1. Adjustments for non-cash transac ons A.1.1. Deprecia on of fixed assets A.1.2. Change in provisions and reserves A.1.3. Profit/(loss) on the sale of fixed assets A.1.5. Interest expense and interest income -506 A.1.6. Adjustments for other non-cash transac ons A.* Net opera ng cash flow before changes in working capital A.2. Change in working capital A.2.1. Change in opera ng receivables and other assets A.2.2. Change in opera ng payables and other liabili es A.2.3. Change in inventories 126 A.** Net cash flow from opera ons before tax and extraordinary items A.3. Interest paid -28 A.4. Interest received 534 A.5. Income tax paid from ordinary opera ons A.*** Net opera ng cash flows Cash flows from inves ng ac vi es B.1. Fixed assets expenditures B.2. Proceeds from fixed assets sold B.4. Increase in cash - investment of the business of Mitsui-Soko (Europe) B.*** Net investment cash flows Cash flow from financial ac vi es C.1. Change in payables from financing C.*** Net financial cash flows F. Net increase or decrease in cash and cash equivalents R. Closing balance of cash and cash equivalents

20 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 Name of the Company: PST CLC, a.s. Registered Office : Nádražní 969/112, Ostrava - Moravská Ostrava Legal Status: Joint Stock Company Corporate ID: TABLE OF CONTENTS 1. GENERAL INFORMATION INCORPORATION AND DESCRIPTION OF THE BUSINESS YEAR-ON-YEAR CHANGES AND AMENDMENTS TO THE REGISTER OF COMPANIES ORGANISATIONAL STRUCTURE GROUP IDENTIFICATION BOARD OF DIRECTORS AND THE SUPERVISORY BOARD AS OF THE BALANCE SHEET DATE ACCOUNTING PRINCIPLES AND POLICIES TANGIBLE AND INTANGIBLE FIXED ASSETS LOW VALUE TANGIBLE AND INTANGIBLE ASSETS FINANCIAL ASSETS INVENTORY RECEIVABLES PAYABLES FOREIGN CURRENCY TRANSLATION FINANCE LEASES REVENUE RECOGNITION USE OF ESTIMATES YEAR-ON-YEAR CHANGES IN ACCOUNTING POLICIES CASH FLOW STATEMENT ADDITIONAL INFORMATION INTANGIBLE FIXED ASSETS (INTANGIBLE FA) TANGIBLE FIXED ASSETS (TANGIBLE FA) NON-CURRENT FINANCIAL ASSETS INVENTORY LONG-TERM RECEIVABLES SHORT-TERM RECEIVABLES DEFERRED EXPENSES EQUITY SHORT-TERM PAYABLES BANK LOANS DEFERRED TAX DUE PAYABLES ARISING FROM SOCIAL SECURITY AND HEALTH INSURANCE CONTRIBUTIONS AND TAX ARREARS INCOME FROM ORDINARY ACTIVITIES PURCHASE OF SERVICES EMPLOYEES, MANAGEMENT AND STATUTORY BODIES OTHER OPERATING INCOME AND EXPENSES FINANCIAL INCOME AND EXPENSES RELATED PARTY TRANSACTIONS TOTAL FEE TO THE STATUTORY AUDITOR/AUDIT COMPANY OFF BALANCE SHEET COMMITMENTS POST BALANCE SHEET EVENTS PST CLC, a.s. / ANNUAL REPORT 2012

21 1. GENERAL INFORMATION 1.1. Incorpora on and Descrip on of the Business PST CLC, a.s. was formed on 26 February 1998 and was incorporated following its registra on in the Register of Companies held by the Regional Court in Ostrava, File B, Insert 1895, on 30 June The principal ac vi es of the Company include logis cs, shipment and customs services. Registered office PST CLC, a.s. Nádražní 969/ Ostrava, Moravská Ostrava Czech Republic Corporate ID Polish branch PST CLC A.S. (SPÓŁKA AKCYJNA) Oddział w Polsce Lipowej 1, SMOLEC, Katy Wrocławskie Poland NIP Shareholders of the Company The sole shareholder of the Company as of 31 December 2012 is Mitsui-Soko (Europe) s.r.o. holding the shares with a nominal value of CZK 80,010,000 which is the 100% investment in the share capital of the issuer Year-on-Year Changes and Amendments to the Register of Companies In the year ended 31 December 2012, significant changes were made in the Company as detailed in the following table and text. Registra on Original informa on New informa on Date of registra on Sole shareholder Ing. Miroslav Bradna Mitsui-Soko (Europe) s.r.o Chairman of the Board of Directors Ing. Miroslav Bradna Rudolf Malý, Alog Vice-Chairman of the Board of Directors Rudolf Malý, Alog. Ing. Miroslav Bradna Member of the Board of Directors Kenji Takatoh Member of the Supervisory Board JUDr. Libuše Bradnová Vít Votroubek Member of the Supervisory Board Masaji Hosoda Chairman of the Supervisory Board JUDr. Alžběta Bradnová Shares pcs pcs Share capital CZK CZK a) Change in the Sole Shareholder On 1 August 2012, a change in the sole shareholder of the Company, Miroslav Bradna, was made. Mitsui-Soko (Europe) s.r.o. became the sole shareholder when it purchased 8,000 shares from Miroslav Bradna which was 100% of the share capital in the amount of CZK 80,000,000. b) Changes in Statutory Bodies of the Company On 1 August 2012, changes were made to the composi on of the Board of Directors and the Supervisory Board. Miroslav Bradna and Rudolf Malý exchanged the posi ons of the Chairman and Vice-Chairman of the Board of Directors. Kenji Takatoh became a new member of the Board of Directors. Libuše Bradnová and Alžběta Bradnová were recalled from the Supervisory Board. Vít Votroubek and Masaji Hosoda became new members of the Supervisory Board. c) Increase in the Share Capital through a Non-Cash Investment On 18 October 2012, Mitsui-Soko (Europe) s.r.o., ac ng in the capacity of the General Mee ng of PST CSL, a.s., adopted the following resolu ons: - Resolu on on the increase in the share capital 19

22 1. The share capital of PST CLC, a.s. will be increased by CZK 10,000 through the issue of one new share with the nominal value of CZK 10, The issue rate of a new share is CZK 42,700, A new share was subscribed by a non-cash investment of the sole shareholder - Mitsui-Soko (Europe) s.r.o., through an investment of Mitsui-Soko (Europe) s.r.o. 4. The business represen ng the non-cash investment was valued by an expert appraisal issued by PricewaterhouseCoopers Česká republika, s.r.o., in the amount of CZK 42,700,000. One new share with the nominal value of CZK 10,000 will be issued to the subscriber for this non-cash investment. The amount of CZK 42,690,000 is the share premium. - Resolu on on the Approval 1. The gran ng of an approval of the sole shareholder - Mitsui-Soko (Europe) s.r.o. with the contract for the transfer of the business of Mitsui-Soko (Europe) s.r.o. to the share capital of PST CLC, a.s. 2. The gran ng of the approval with the investment of the business of the sole shareholder, ie Mitsui- -Soko (Europe) s.r.o., as a non-cash investment in the share capital of PST CLC, a.s. d) Subscrip on of Shares A new share with the nominal value of CZK 10,000 was subscribed on 31 October The issue rate of the share of CZK 42,700,000 was repaid by an investment of Mitsui-Soko (Europe) s.r.o. as a non-cash investment. The subscrip on of a new share resulted in the increase in the share capital of PST CLC, a.s. from CZK 80,000,000 to CZK 80,010, Organisa onal Structure The Company is structured into three divisions Logis cs, Shipment and Customs services by the nature of provided services. These divisions provide technical and business func ons necessary for own opera ons and ac vi es in the scope of business ac vi es and entrusted competences. The administra ve division focuses on strategic management, administra on of finance, provision of legal services and human resources. The principal change made in 2012 in the organisa onal structure of the Company is the crea on of four new centres due to the investment of the business of Mitsui-Soko (Europe) s.r.o. These new centres are LC Lovosice and LC Křimice in the Logis cs division and FORWARDING Praha and FORWARDING Air&Sea in the Shipment division. Since 1 November 2012, the Company has operated an organisa onal branch in Poland focusing on shipment services since 1 November PST CLC, a.s. / ANNUAL REPORT 2012

23 PST CLC, a.s. Board of Directors CEO Advisor to the CEO Secretariat Zdiby and Ostrava Ostrava Services Director Director Director Finance Director Branch Shipment Division Shipment Division KAM+Project managers HR Shipment Praha Shipment Ostrava Sea and Air Forwarding LC Svinov LC Lovosice LC Kutná Hora 21

24 1.4. Group Iden fica on MITSUI-SOKO (Thailand) Co., Ltd. Seat: Bangkok, Thailand MITS TRANSPORT (Thailand) Co., Ltd. Seat: Bangkok, Thailand MITSUI-SOKO (Singapore) Pte., Ltd. Seat: Singapore MITSUI-SOKO (EUROPE) s.r.o. PST CLC, a.s. Seat PST CLC, a.s. oddzial w Polsce Seat: Katy Wroclawskie, Poland PROGRES SPEDITION TRANS s.r.o. Seat MITSUI-SOKO Co., Ltd Seat: Tokyo, Japan MITEX Inter. (Hong Kong) Ltd. Seat: Kowloon, HK (Shanghai) Co., Ltd Seat: Shanghai, CHINA MITSUI-SOKO (Malaysia) SDN, BHD. Seat: Johor Bahru, Malaysia MITSUI-SOKO (U.S.A.) Inc. Seat: Carson, USA MITSUI-SOKO EXPRES Seat: Tokyo, Japan 22 PST CLC, a.s. / ANNUAL REPORT 2012

25 1.5. Board of Directors and the Supervisory Board as of the Balance Sheet Date Posi on Name Board of Directors Chairman Rudolf Malý, Alog. Vice-Chairman Ing. Miroslav Bradna Member Ing. Jiří Bradna Member Mgr. Dalibor Sosna Member Kenji Takatoh Supervisory Board Member Vít Votroubek Member Bc. Zuzana Lančová Member Masaji Hosoda 2. ACCOUNTING PRINCIPLES AND POLICIES The Company s accoun ng books and records are maintained and the financial statements were prepared in accordance with Accoun ng Act 563/1991 Coll., as amended; Regula on 500/2002 Coll., which provides implementa- on guidance on certain provisions of the Accoun ng Act for repor ng en es that are businesses maintaining double-entry accoun ng records, as amended; and the Czech Accoun ng Standards for Businesses, as amended. The accoun ng records are maintained in compliance with general accoun ng principles, specifically the historical cost valua on basis (unless stated otherwise), the accruals principle, the prudence concept, and the going concern assump on. The Company s financial statements have been prepared as of the balance sheet date, ie 31 December 2012 for the 2012 calendar year. These financial statements are presented in thousands of Czech crowns (CZK 000), unless stated otherwise Tangible and Intangible Fixed Assets Fixed assets include assets with an es mated useful life greater than one year and an acquisi on cost greater than CZK 40 thousand in respect of tangible assets, and CZK 60 thousand in respect of other intangible assets, on an individual basis. Purchased tangible and intangible fixed assets are stated at cost less accumulated deprecia on and provisions, if any. When assessing the use and deprecia on of tangible and intangible fixed assets, it was determined that the Company will use a single procedure for the deprecia on. The deprecia on period determined by the act and opera onal use in the organisa on are equal, the deprecia on is provided on a straight line basis in accordance with Sec on 30 and 31 of Act No. 586/1992 Coll. on Income Taxes. The deprecia on plan of fixed assets for accoun ng purposes is iden cal to the methods used in the calcula on of deprecia on for tax purposes. Assets are depreciated for accoun ng purposes using the deprecia on rate according to the Income Taxes Act, the deprecia on for accoun ng purposes is recognised star ng with the month of the pu ng of the assets into use. Pursuant to the inventory count, the Company considers provisions against tangible fixed assets to the extent that the carrying value temporarily does not match the actual balance Low Value Tangible and Intangible Assets The Company determined that low value tangible assets with the cost ranging from CZK 10 thousand to CZK 40 thousand and useful life exceeding one year, are depreciated over 12 months on a straight line basis following their being put into use. Low value assets with the cost lower than CZK 10 thousand are recognised in consump on. Low value intangible assets with the cost ranging from CZK 10 thousand to CZK 60 thousand and useful life exceeding one year, are depreciated over 12 months on a straight line basis following their being put into use. Low value assets with the cost lower than CZK 10 thousand are recognised in consump on. Tangible and intangible fixed assets are carried at cost. 23

26 2.3. Financial Assets Non-current financial assets of the Company include an equity investment in the controlled en ty and other financial assets represented by the provided loan. The equity investment consis ng of an investment with the controlling influence is measured using the equity method of accoun ng (investment in the share capital of the owned company). As of the balance sheet date, the provided loan was valued at the amount of the outstanding por on of the principal Inventory The Company recognises only the inventory of office equipment and pallets in logis cs terminals. This inventory is carried at cost. The Company recognises no provisions against inventory given their nature and volume Receivables Upon origina on, receivables are stated at their nominal value as subsequently reduced by appropriate provisions. The Company recognises provisions against receivables from debtors in the bankruptcy and se lement proceedings or insolvency proceedings and against non-statute barred receivables in the amount determined by Provisioning Act No. 593/1992 Coll. The provision exceeding the crea on defined by the Act is recognised up to 100% in receivables from companies in which an extraordinary situa on impac ng the payment risk occurred, depending on the amount of the risk and known circumstances of each case. In other cases, provisions are recognised in the amount of 100% for receivables where more than six months passed a er the end of the agreed maturity period Payables Payables are stated at their nominal value Foreign Currency Transla on The Company translates foreign currencies using the daily exchange rate of the Czech Na onal Bank. During the year, the Company recognises only realised foreign exchange rate gains and losses. Assets and liabili es denominated in foreign currencies as of the balance sheet date are translated using the official exchange rate of the Czech Na onal Bank. Unrealised foreign exchange rate gains and losses are recognised in profit or loss. The transfer of the bookkeeping of the Polish organisa onal branch is translated using the fixed exchange rate of the Czech Na onal Bank promulgated as of the first business day of November in respect of the profit or loss accounts for November and December, balance sheet accounts were translated using the exchange rate ruling as of 31 December Finance Leases Finance lease payments are recorded to expenses. The ini al lump-sum payment related to assets acquired under finance leases is amor sed and expensed over the lease period. Upon the termina on of the lease and use of the possibility of purchase, the leased asset is included in the assets of the Company at purchase price Revenue Recogni on Revenues from the provision of logis cs, shipment and customs services are recognised at the moment of the transac on resul ng from concluded contracts, in the period to which they relate on an accrual basis and are recognised in the amount of the considera on received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, and value added tax Use of Es mates The presenta on of the financial statements requires management to make es mates and assump ons that affect 24 PST CLC, a.s. / ANNUAL REPORT 2012

27 the reported amounts of assets and liabili es at the balance sheet date and the reported amounts of revenues and expenses during the repor ng period. Management of the Company has made these es mates and assump ons on the basis of all relevant informa on available to it. Nevertheless, pursuant to the nature of es mates, the actual results and outcome in the future may differ from these es mates Year-on-Year Changes in Accoun ng Policies In 2012, the Company made no changes in valua on and accoun ng Cash Flow Statement The cash flow statement is prepared using the indirect method. Cash equivalents include current liquid assets easily conver ble into cash in an amount agreed in advance. Cash and cash equivalents can be analysed as follows: (CZK 000) Cash on hand and cash in transit Cash at bank Cash equivalents included in current financial assets Total cash and cash equivalents As of 31 December 2012, the Company has a limited ability to use the cash on the blocking bank account in the amount of CZK 9,899 thousand (2011: CZK 17,787 thousand). This is the blocking of cash under the condi ons of bank guarantees contracts. Cash flows from opera ng, investment and financial ac vi es presented in the cash flow statement are not offset. The cash flow statement was not prepared for For this reason, the informa on for the prior period is not provided in the 2012 cash flow statement. 3. ADDITIONAL INFORMATION 3.1. Intangible Fixed Assets (Intangible FA) Addi ons to intangible FA include (stated at cost, without the reflec on of the investment of the parent company): (CZK 000) Item/type of asset So ware In 2012, the Company disposed of no intangible assets for which it recorded the net book value at the moment of the disposal Tangible Fixed Assets (Tangible FA) Major addi ons to tangible FA include (stated at cost, without the reflec on of the investment of the parent company): (CZK 000) Item/type of asset Buildings Individual movable assets Cars Low value assets Shelves Other Total

28 Disposals of tangible fixed assets include (at net book value at the moment of the disposal): 26 (CZK 000) Item/type of asset Buildings Individual movable assets Cars Low value assets Shelves Land Total In 2012, the Company sold assets with the net book value of CZK 2,664 thousand (2011: CZK 394 thousand). The total selling price was CZK 3,666 thousand (2011: CZK 1,162 thousand). In addi on to the disposal of sold assets, the Company addi onally disposed of the fully depreciated assets in The fixed assets of the Company were increased by the investment of the business of Mitsui-Soko (Europe) s.r.o., refer to Note 3.8. Finance lease: (CZK 000) Descrip on Date of Term in Total Payments Payments Due Due in incep on months lease made at made in in following value 31 Dec years Linde low li truck 04/ Linde low li truck 04/ Linde low li truck 10/ Linde low li truck 10/ Linde low li truck 10/ Linde low li truck 10/ Linde forkli 07/ Total The above figures are net of VAT Non-Current Financial Assets Equity investments in subsidiaries: (CZK 000) Name of the en ty Registered Ownership Cost Equity* Profit or Carrying office percentage loss* value PROGRES Nádražní 969/ SPEDITIONS TRANS, Moravská spol. s r.o. Ostrava Total * Figures from the unaudited financial statements for 2012 PROGRES SPEDITIONS TRANS, spol. s r.o. does not report any ac vi es. Other non-current financial assets: As of 31 December 2012, the Company records non-current financial assets of CZK 1,953 thousand (2011: CZK 3,309 thousand). These include a long-term por on of the provided loan to KOMEL Kutná Hora, spol. s r.o. and O.K.KON- STRUKCE - REALITY, spol. s r.o. for the construc on of LC Kutná Hora where the Company provides logis cs services for its key client. The loan as of 31 December 2012 amounts to CZK 2,667 thousand, the short-term por on of the PST CLC, a.s. / ANNUAL REPORT 2012

29 loan of CZK 714 thousand is reported in other short-term receivables Inventory As of 31 December 2012, the inventory in the gross amount of CZK 170 thousand (2011: CZK 296 thousand) includes only the inventory of office supplies of CZK 49 thousand (2011: CZK 128 thousand) and the inventory of pallets of CZK 121 thousand (2011: CZK 168 thousand). The Company recognised no provision against this inventory Long-term Receivables As of 31 December 2012, the Company records a long-term receivable of CZK 1,659 thousand (2011: CZK 0). This receivable arises from the contractual rela onship with CTP Property II, a.s. and is due on 15 January Short-Term Receivables Short-term trade receivables as of 31 December 2012 (gross) amount to CZK 90,608 thousand (2011: CZK 45,716 thousand), of which CZK 12,982 thousand (2011: CZK 6,626 thousand) includes receivables past their due dates. The increase in trade receivables was due to a new project based on which the Company has ensured logis cs and distribu on services for Barum Con nental since January Another increase is due to the investment of the business and assump on of the business ac vi es of Mitsui-Soko (Europe) s.r.o. The provision against these receivables as of 31 December 2012 amounted to CZK 2,922 thousand (2011: CZK 2,760 thousand). Other receivables include receivables from customs debts and other receivables. As of 31 December 2012, their gross amount is CZK 36,360 thousand (2011: CZK 38,969 thousand), of which CZK 32,980 thousand (2011: CZK 35,567 thousand) includes receivables past their due dates. The provision against doub ul receivables as of 31 December 2012 amounts to CZK 31,556 thousand (2011: CZK 33,384 thousand). The largest share in the provision is the outstanding receivable from the customs debt from 2006 of CZK 28,908 thousand. This receivable cannot be removed from the accoun ng records due to the pending bankruptcy proceedings Deferred Expenses Deferred expenses primarily include prepaid lease for LC Kutná Hora of CZK 8,473 thousand (2011: CZK 10,256 thousand). In addi on, deferred expenses as of 31 December 2012 include the lease of the warehouse for the first quarter of 2013 paid at the end of 2012 in the amount of CZK 6,413 thousand Equity The equity of the Company during 2012 was significantly impacted by the investment of the parent company s business. The non-cash investment of the business in the share capital of PST CLC, a.s. was made by the investor, Mitsui- -Soko (Europe) s.r.o., pursuant to the contract for the investment of business with the effect from 1 November In rela on to the investment of business, the share capital was increased by CZK 10 thousand and a share premium originated in the amount of CZK 42,690 thousand. The above described transac on as of 1 January 2012 impacted the balance sheet of PST CLC, a.s. in the following items: Net assets (CZK thousand) Liabili es (CZK thousand) Fixed assets Equity Intangible fixed assets 149 Share capital 10 Tangible fixed assets Capital funds Valua on difference Funds from profit Current assets Profit or loss from prior years Inventory Profit or loss for the year Long-term receivables Liabili es Short-term receivables Reserves 534 Current financial assets Short-term payables Other assets Bank loans and borrowings Other liabili es

30 The assumed assets and liabili es were valued based on the carrying values recorded in the investor. The resul ng valua on difference of CZK 11,008 thousand was increased by the deferred tax liability of CZK 2,582 thousand. The valua on difference arising from the investment of business amounts to CZK 13,590 thousand as of 1 November 2012 and is depreciated over 180 months. The investment of the business also included the Polish branch Short-Term Payables Short-term trade payables amount to CZK 50,855 thousand (2011: CZK 20,488 thousand) of which CZK 6,039 thousand (2011: CZK 1,259 thousand) includes payables past their due dates. Other payables include payables arising from customs debt and other payables. They amount to CZK 1,142 thousand (2011: CZK 2,036 thousand), of which CZK 2 thousand (2011: CZK 0) includes payables past their due dates. Short-term prepayments received include prepayments paid in rela on to the provision of customs services of CZK 3,361 thousand (2011: CZK 16,821 thousand) Bank Loans As of 31 December 2012, the Company uses no bank loans or financial borrowings. The investment of business includes the loan of CZK 30,000 thousand used by Mitsui-Soko (Europe) s.r.o. from SUMIMOTO MITSUI BANKING CORPORATION. This loan was repaid by the Company as of 30 November Other loans and financial borrowings were not used during the year ended 31 December Deferred Tax The aggregate exis ng deferred tax liability can be analysed as follows: (CZK 000) Balance at 31 Dec 2012 Balance at 31 Dec 2011 Net book value of fixed assets Valua on difference on acquired assets Receivables Total deferred tax liability Due Payables Arising from Social Security and Health Insurance Contribu ons and Tax Arrears Social security and health insurance payables amount to CZK 3,271 thousand (2011: CZK 2,606 thousand), of which CZK 2,282 thousand (2011: CZK 1,784 thousand) are social security payables and CZK 989 thousand (2011: CZK 822 thousand) are health insurance payables. None of these payables are past their due dates. The Company records tax payables of CZK 5,181 thousand (2011: CZK 3,964 thousand). These payables include an obliga on arising from the corporate income tax of CZK 4,382 thousand (2011: CZK 3,272 thousand) and a personal income tax payable of CZK 799 thousand (2011: CZK 692 thousand). None of these payables are past their due dates Income from Ordinary Ac vi es Provision of services in the years ended 31 December 2012 and 2011 was as follows: (CZK 000) Year ended 31 Dec 2012 Year ended 31 Dec 2011 Goods Total sales of goods Logis cs Shipping and distribu on Customs services Other Total sales of own products and services PST CLC, a.s. / ANNUAL REPORT 2012