PEKAES S.A. Independent Auditor s Report on the financial statement for the financial year from 1 January to 31 December 2012
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1 Independent Auditor s Report
2 Independent Auditor s Report For the General Meeting of Shareholders and Supervisory Board of PEKAES S.A. This report contains 11 consecutively numbered pages and consists of the following parts: Page I. General profile of the Company 2 II. Information on the performed audit 5 III. Description of the Entity s results, financial position and significant items of the financial statement 6 IV. Conclusions of the independent auditor 9 V. Closing notes and comments 11 1
3 I. General profile of the Company (a) PEKAES spółka akcyjna (the Company) is seated in Błonie at ul. Spedycyjna 1. (b) The Company s articles of incorporation was executed in the form of a notarial deed in the National Notary Office in Warsaw on 16 June 1982 by notary Kazimierz Grabowski and entered into the Notary s Register under number I-5190/82. On 27 June 2001 the District Court in Warsaw, 14 th Commercial Department of the National Court Register entered the Company into the Register of Entrepreneurs under number (c) For tax settlement purposes on 17 June 1993 the Company was assigned VAT Identification number [NIP] For statistical purposes on 20 June 1995 the parent Company was assigned REGON number (National Register of Business Entities) (d) The share capital of the Company at 31 December 2012 amounted to 30, 520, 870 zlotys and consisted of 30, 520, 870 shares with a nominal value of 1 zloty each. (e) At 31 December 2012 the shareholders of the Company were as follows: Shareholder's name Number of held shares Nominal value of shares Type of shares % of votes KH Logistyka Sp. z o.o.spółka Komandytowa (*) 17,308,547 17,308, common ING Otwarty Fundusz Emerytalny (*) 3,200,000 3,200, common Radwan Investments GmbH (*) 1,923,606 1,923, common 6.30 Bank Gospodarstwa Krajowego (*) 1,332,363 1,323, common 3.71 Other 6,956,354 6,956, common ,520,870 33,020, (*) data provided according to the number of shares registered on the day of holding Extraordinary General Meeting of 6 December
4 I. General profile of the Company (cont d) At 31 December 2011 the following were the shareholders of the Parent Company: Shareholder's name Number of shares held Nominal value of shares held (PLN) Type of shares held % of votes held KH Logistyka Sp. z o.o Spółka Komandytowa 17,308,547 17,308,547 common ING Otwarty Fundusz Emerytalny 3,000,000 3,000,000 common 9.08 Radwan Investments GmbH 1,923,171 1,923,171 common 5.83 Bank Gospodarstwa Krajowego 1,662,500 1,662,500 common 5.03 Others 9,126,652 9,126,652 common ,020,870 33,020, f. In the audited period the Company s business activity was provision of comprehensive services in the scope of a widely understood forwarding, transport and maintenance and trade services. g. In the financial year the Company s Management Board was composed of the following members: Maciej Bachman President of the Management Board from 18 December 2012 Member of the Management Board from 28 May 2012 to 18 December 2012 Jacek Machocki President of the Management Board until 28 May 2012 Arkadiusz Filipowski Member of the Management Board until 28 August 2012 Małgorzata Adamska Member of the Management Board until 28 August 2012 h. The Company has the following affiliated entities: KH Logistyka Spółka z ograniczoną Odpowiedzialnością Spółka Komandytowa - parent entity Kulczyk Investments S.A. - ultimate parent entity PEKAES TRANSPORT S.A. in liquidation - subsidiary ATB TRUCK S.A. - subsidiary Spedycja Polska SPEDCONT Sp. z o.o. - associate and entities which belong to the Group of the Company s parent company. 3
5 I. General profile of the Company (cont d) i. The Company is an issuer of securities admitted for trading at the Warsaw Stock Exchange. Using the option provided for in the Act to choose the accounting rules, from 2005 the Company has been preparing the financial statement according to the International Financial Reporting Standards (IFRS) approved by the European Union. The decision to prepare the Company s financial statement according to the Standards was approved by a resolution adopted at the General Meeting of 28 February j. As the Parent Company of the Group, the Company also prepared the consolidated financial statement dated 18 March 2013 prepared according to the IFRS approved by the European Union. To understand the Company s financial situation and its results, as the Parent Company, the separate financial statement should be read in conjunction with the consolidated financial statement. 4
6 II. Information on the performed audit a. The audit of the financial statement was performed by PricewaterhouseCooper Sp. z o.o. seated in Warsaw, Al. Armii Ludowej 14, entered in the list of entities authorized to audit financial statements, under number 144. On behalf of the authorized entity the audit was performed under the supervision of a key auditor, the Company s key certified auditor, Piotr Wyszogrodzki, register number 90091). b. PricewaterhouseCoopers Sp. z o.o. was appointed auditor of the Company under resolution no. 12/2011 of the Supervisory Board of PEKAES S.A. dated 22 March 2011 pursuant to par. 24 item 5 of the Company Statute. c. PricewaterhouseCoopers Sp. z o.o. and the key certified auditor performing the audit are independent of the audited entity in the meaning of art. 56 par. 2-4 of the act of 7 May 2009 on statutory auditors, their selfgovernment organizations, entities authorized to audit financial statements, and on public oversight (Dz.U. No. 77, item 649, as amended). d. The audit was performed under the agreement of 25 June 2012 in the following periods: Preliminary audit from 12 to 23 November 2012 Final audit from 11 February to 18 March
7 III. Description of the entity s results, financial position and significant items of the financial statement STATEMENT OF THE FINANCIAL POSITION at 31 December 2012 (selected items) ASSETS Change K PLN K PLN K PLN % Structure Structure % % Fixed assets 166, ,839 (10,234) (5.8) Current assets 170, ,393 (11,881) (6.5) Fixed assets classified as held for sale 16,528 32,521 (15,993) (49.2) Total assets 353, ,753 (38,108) (9.7) LIABILITIES Share capital 271, ,258 (30,0950) (10.0) Long term liabilities 11,755 12,320 (565) (4.6) Short term liabilities 70,727 78,175 (7,448) (9.5) Total of assets and liabilities 353, ,753 (38,108) (9.7) STATEMENT OF COMPREHENSIVE INCOME For the financial year from 1 January to 31 December 2012 (selected items) Change Structure % * * K PLN K PLN K PLN % (%) (%) Net revenue 472, ,608 (70,872) (14.4) Cost of sale (441,206) (454,005) 12,799 (2.8) (93.3) (83.3) Gross profit on sale 31,530 89,603 (58,073) (64.8) Profit/(loss) from operating activities (14,666) 42,573 (57,239) (134.4) (3.1) 7.8 Net profit/(loss) for the financial year (10,071) 48,508 (58,579) (120.8) (2.1) 8.9 Other comprehensive income 73 (355) 428 (120.6) - - Comprehensive income for the financial year (9,998) 48,153 (58,151) (120,8) (2.1) 8.9 6
8 III. Description of the entity s results, financial position and significant items of the financial statement (cont d) Selected indicators characterizing the asset and financial situation and the financial results of the Company The business activities conducted by the Company, its financial result for the financial year and its asset and financial situation at the balance sheet date, in comparison with the preceding periods, are characterized by the following indicators: * 2010 Activity ratios - receivables turnover ratio 51 days 42 days 45 days - inventory turnover ratio 0 days 5 days 6 days Profitability ratios - net return on sales* (2)% 9% 0% - gross return on sales * (1)% 10% (2)% - general return on equity* (4)% 17% 0% Debt ratios - debt rate 23% 23% 23% - liability turnover ratio 44 days 43 days 47 days Liquidity ratios - Liquidity ratio I Liquidity ratio II * calculated according to the restated data The above indicators were calculated according to the financial statement. It was not the audit s objective to present the Entity in light of its performance and generated indicators. A detailed interpretation of the indicators requires an in-depth analysis of the entity s operations and its conditions. 7
9 III. Description of the Entity s results, financial position and important items of the consolidated financial statement (cont d) The financial statement does not consider the impact of inflation. The general indicator of changes in prices of the consumer goods and services (from December to December) in the audited period was 2.4 % (2011: 4.6 %). The following comments were made based on the knowledge acquired during the audit of the financial statement. At the end of the financial year the Company s assets were worth 353,645 thousand zlotys. During the year the balance sheet total decreased by 38,108 thousand zlotys, i.e.9.7%. The decrease in the assets was mainly the result of a decrease of 19,806 thousand zlotys in the balance of investment property (following the sale of the selected properties or transfer to fixed assets held for sale), a decrease of 9,765 thousand zlotys in the balance of short term liabilities and a decrease of 15,993 thousand zlotys in the balance of fixed assets held for sale following the executed sale. The change in equity and liabilities was mainly related to shareholder s equity decrease of 30,095 thousand zlotys as a result of generated net loss, and to the reduction in the share capital. At the same time, short term liabilities went down by 7,448 thousand zlotys. Cash and cash equivalents comprised short term bank deposits (amounting to 50,560 thousand zlotys), cash in bank and cash in hand (worth 4,140 thousand zlotys) and other cash (amounting to 280 thousand zlotys). A decrease of 25,165 thousand zlotys in cash and cash equivalents, in comparison with the previous year, was mainly attributable to purchase of participation units in trust funds (disclosed in the statement of financial position under financial assets measured at fair value through the financial result) and to the partial reduction in the share capital following a redemption of shares. The Company s debt ratios and debt structure remained at the same level as in the previous year. Creditors turnover ratio increased from 43 days at the end of the previous year to 44 days at the end of this year. The debt rate of 23 % remained unchanged. The total sales revenue was 472,736 thousand zlotys, representing a decrease of 13.0% in comparison with the previous year. The core business activity conducted by the Company in the current financial year was land forwarding service. The decrease of sales revenue in relation to the previous year followed primarily from one-time transactions in the past year concerning the sale of land properties in Warsaw located at Siedmiogrodzka and Grzybowska streets. The highest value operating costs item were costs of external services which in the audited business period totaled 377,613 thousand zlotys, representing 79.3 % of the operating costs. Net profit margin was negative and represented (2%), which shows a decrease of 11 percentage points in comparison with the previous year. The change in the Company s net profit margin was largely influenced by the aforesaid one-time transactions for the sale of land properties which took place in year The financial statement was prepared according to the principle of the going concern. 8
10 IV. Conclusions of the independent auditor a. During the audit the Management Board provided the required information, explanations and representations, and submitted a statement of the completeness of the account books and disclosure of all and any contingent liabilities, and provided information of the significant events which occurred after the balance sheet date and before the date of the statement. b. The scope of the audit was not limited. c. The Company had an up to date documentation approved by the Management Board which described in detail the accounting principles (policy). The accounting principles adopted by the Company were adapted to the Company s needs and ensured that all the material events were separated in the accounting process to be able to assess the Company s asset and financial situation, and its financial result in accordance with the prudence principle. The continuity of the principles and methods applied in the last year was maintained. d. In all the material aspects, the closing balance at the end of the previous year was correctly entered into the account books as an opening balance of the current year. e. Inventory of assets and of the shareholder s equity and liabilities was carried out and settled in accordance with the Accounting Act and its results were recognized in the account books for the audited year. f. The Company s financial statement for the financial year from 1 January to 31 December 2011 was approved by resolution no. 3/2012 of the General Meeting dated 27 June 2012, filed with the National Court Register in Warsaw on 11 July 2012 and published in Monitor Polski B [the Official Gazette of the Government of the Republic of Poland, B] no on 18 October g. According to the resolution no.4/2012 of the General Meeting dated 27 June 2012 the profit of the previous year totaling 48,508 thousand zlotys was fully allocated to the supplementary capital. h. The financial statement for the preceding year was audited by PricewaterhouseCoopers Sp. z o.o. The auditor issued an unqualified opinion. i. We have assessed the accuracy of the accounting system. The following were subject of our opinion, in particular: - Correctness of business operations records, - Reliability, accuracy and auditability of the account books, including computer based account books, - Applied methods for securing the access to the data and to the computer based data processing system, - Protection of the accounting records, account books and the financial statement. The opinion, along with the audit of reliability of the individual items of the financial statement, provides the basis to give a general, overall opinion of the financial statement. Our goal was not to give a comprehensive opinion of the functioning of the above system. 9
11 IV. Conclusions of the independent auditor (cont d) j. The additional notes present all the material information required under the International Financial Reporting Standards approved by the European Union. k. The information contained in the report on the Company s activity for the financial year from 1 January to 31 December 2012 complies with the provisions of the Finance Minister s Resolution of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equally valid the information required by the regulations of a non-member state (Dz.U. No. 33 item 259, as amended) and is consistent with the information contained in the audited financial statement. 10
12 V. Closing notes and comments This report has been prepared in connection with the audit of the financial statement of PEKAES S.A. seated in Błonie at ul. Spedycyjna 1. The financial statement was signed by the Management Board and by the person who is in charge of keeping the account books, on 18 March The report should be read along with the independent auditor s opinion issued for the General Meeting of Shareholders and the Supervisory Board of PEKAES S.A. of 18 March 2013 referred to above. The opinion provides a general conclusion from the performed audit. The conclusion does not constitute a total of the assessments of auditing the individual items or issues of the financial statement, but it assumes bringing to the fore individual decisions and pointing out the impact of those decisions on the fairness and accuracy of the financial statement. The person performing the audit on behalf of PricewaterhouseCoopers Sp. z o.o. an entity entered into the register to audit financial statement under number 144. Piotr Wyszogrodzki Chief Certified Auditor Number Warsaw, 18 March
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