Consolidated interim quarterly report Q1 2010

Transcription

1 Consolidated interim quarterly report Q May 17 th, 2010

2 CERSANIT Capital Group Q Contents Contents... 2 Introduction... 4 General information... 4 I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31 ST, 2010 AND FOR THE PERIOD OF 3 MONTHS ENDED ON MARCH 31 ST, 2010, PREPARED IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS AS APPROVED BY THE EUROPEAN UNION Cersanit Capital Group s selected consolidated financial figures... 5 Consolidated Balance Sheet... 6 Consolidated Income Statement... 8 Consolidated Statement of Comprehensive Income... 9 Consolidated statement of changes in equity...10 Consolidated Cash Flow Statement...12 II. CONDENSED SEPARATE FINANCIAL STATEMENTS AS AT MARCH 31 ST, 2010 AND FOR THE PERIOD OF 3 MONTHS ENDED ON MARCH 31 ST, 2010, COMPILED ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS IN THE VERSION APPROVED BY THE EUROPEAN UNION Selected separate financial data of Cersanit S.A Balance sheet...15 Profit and loss account...16 Statement of comprehensive income...17 Statement of changes in equity...18 Cash flow statement...19 III. NOTES TO THE INTERIM REPORT (SA-QSR) OF THE CERSANIT CAPITAL GROUP FOR Q I. Disclosures on the principles adopted for preparation of the report, in particular on changes in accounting principles (policy) applied, and disclosures on significant changes in estimates, including adjustments arising from provisions, deferred income tax provision and assets and any revaluation write-downs on assets II. Operating segments...22 III. Description of factors and events, in particular unusual ones, having a material effect on the profit/loss IV. Notes relating to seasonal or cyclic nature of the operation of the Cersanit Capital Group in the period presented V. Disclosures on the issue, redemption and repayment of debt securities and equity securities of Cersanit S.A. 23 VI. Disclosures on dividend paid (or declared), in total and per stock in Cersanit S.A., by ordinary and preference stocks VII. Identification of events occurring after the date of the financial statements, not included in these statements, and likely to significantly affect the future profit/loss of the Company and the Cersanit Capital Group VIII. Disclosures on changes in contingent liabilities or contingent assets occurring after the end of the last financial year IX. Organisation of the Issuer s Capital Group and entities subject to consolidation X. Identification of the effects of changes in the structure of the business unit, including those resulting from May 17 th, 2010 Page ~ 2 ~

3 CERSANIT Capital Group Q business combinations, acquisitions or disposals of the Capital Group s entities, long-term investments, division, restructuring and discontinuation of activity XI. Position of the Management Board concerning the possibility of implementing previously published result forecasts related to a given year, in the light of the results presented in the quarterly report in relation to forecasted results XII. Identification of stockholders holding, directly or indirectly through their subsidiaries, at least 5% of the total number of votes at the Issuer's General Meeting as at the date of submission of the quarterly report, including the number of stocks held by such entities, their percentage share in the share capital, the number of resulting votes and their percentage share in the total number of votes at the general meeting, as well as identification of changes in the structure of substantial stockholding of the issuer since the submission of the previous quarterly report XIII. Statement of the issuer's stockholding status or titles to stocks held by the Issuer s managers and supervisors as at the date of submitting a quarterly report, including statement of changes in the stockholding status since the submission of the last quarterly report, for each person separately XIV. Identification of proceedings pending before court, a competent arbitration authority or public administration authority XV. Disclosures on the conclusion by the Company or its subsidiary of one or more transactions with related parties, if they are material (individually or jointly) and if they are not arm's length transactions, plus specification of their value...28 XVI. Disclosures of loan or borrowing sureties or guaranties granted by the issuer or its subsidiary jointly to one entity or such entity's subsidiary, if the total value of existing sureties or guaranties is equivalent to at least 10% of the issuer's equity XVII. Other disclosures which, in the issuer's opinion, are material for the assessment of its human resources, property and financial standing, financial performance and changes therein, and disclosures significant for the assessment of chances of the issuer s fulfilment of their obligations XVIII. Identification of factors which, in the opinion of the Cersanit S.A. Management Board, will affect the Company s profit/loss for at least the upcoming quarter XIX. EUR exchange rates applied for the conversion of Selected financial figures. Selected consolidated financial figures have been converted into EUR according to the following principles:...33 May 17 th, 2010 Page ~ 3 ~

4 CERSANIT Capital Group Q Introduction The consolidated quarterly report of Cersanit S.A. for Q (the Report ) comprises: I. Condensed consolidated financial statements as at March 31 st, 2010 and for the period of 3 months ended on March 31 st, 2010 prepared in accordance with the International Financial Reporting Standards as approved by the European Union; II. Condensed separate financial statements as at March 31 st, 2009 and for the period of 3 months ended on March 31 st, 2009, prepared in accordance with the International Financial Reporting Standards as approved by the European Union; III. Notes to the condensed consolidated financial statements and other information to the extent specified in the Ordinance of the Minister of Finance dated February 19 th, 2009 on current and periodic information to be submitted by issuers of securities and conditions for considering as equivalent information required under the law of a non-member state (J.L. No. 33 item 259). Acting pursuant to 83 item 1 of the Ordinance of the Minister of Finance dated February 19 th, 2009 on current and periodic information to be submitted by issuers of securities and conditions for considering as equivalent information required under the law of a non-member state, Cersanit S.A. does not submit an individual separate quarterly report; a separate quarterly report of Cersanit S.A. constitutes a supplement to the consolidated quarterly report of Cersanit S.A. General information The parent company of Cersanit S.A. Capital Group (Capital Group, Group) is the company Cersanit Spółka Akcyjna (Joint Stock Company), having its registered office in Kielce, at 36 Solidarności St. (Cersanit S.A., Company, Issuer). The company is entered in the National Court Register under KRS number The incorporation of the company was a result of the transformation of a state-owned business referred to as Przedsiębiorstwo Państwowe - Zakłady Wyrobów Sanitarnych "Krasnystaw", forming part of a large state-owned ceramic production business Zjednoczenie Przemysłu Szklarskiego i Ceramicznego "Vitrocer" based in Warsaw, into a sole shareholder company of the State Treasury. On January 15 th, 1992, Przedsiębiorstwo Państwowe Zakłady Wyrobów Sanitarnych Krasnystaw was transformed into "Cersanit Krasnystaw" S.A. In 1996 the privatisation of the company was commenced. Pursuant to the ruling of the District Court in Chełm, 5 th Economic Division, dated July 7 th, 1997, Cersanit Krasnystaw Spółka Akcyjna may use the abbreviated name of Cersanit S.A. On May 25 th, 1998 the stocks of Cersanit S.A. made their debut at the Warsaw Stock Exchange. The core business of the Group is the manufacture and distribution of products used to finish and furnish bathrooms and sanitary facilities, including: ceramic sanitary products, ceramic tiles, shower cubicles, acrylic bathtubs and shower trays, bathroom furniture and other bathroom-related products. May 17 th, 2010 Page ~ 4 ~

5 CERSANIT Capital Group Q I. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS AT MARCH 31 ST, 2010 AND FOR THE PERIOD OF 3 MONTHS ENDED ON MARCH 31 ST, 2010, PREPARED IN ACCORDANCE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDS AS APPROVED BY THE EUROPEAN UNION. Cersanit Capital Group s selected consolidated financial figures Selected consolidated financial figures Q1 2010, thousands of PLN 2009, Q1 2009, Q1 2010, thousands of EUR 2009, Q1 2009, Sales of products, goods and materials Operating profit (loss) Gross profit (loss) Net profit (loss) Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities Net (increase)/decrease of cash and cash equivalents Total assets Liabilities Long-term liabilities Short-term liabilities Equity Share capital Number of stocks Profit (loss) per ordinary stock (in PLN/EUR) Book value per stock (in PLN/EUR) May 17 th, 2010 Page ~ 5 ~

6 CERSANIT Capital Group Q Consolidated Balance Sheet as at March 31 st, 2010, December 31 st, 2009 and March 31 st, 2009 ASSETS ITEM As at , end of quarter/2010 (in thousands of PLN) As at , end of previous quarter/2009 (in thousands of PLN) As at , end of quarter/2009 (in thousands of PLN) Fixed assets Property, plant and equipment Intangible assets Long-term financial assets Shares or stocks held in subsidiaries Shares or stocks held in other entities Borrowings granted Other financial assets Deferred income tax assets Long-term receivables Current assets Inventory Short-term receivables Trade receivables Corporate income tax receivables Other receivables Short-term financial assets Borrowings granted Other financial assets Cash and cash equivalents Total Assets May 17 th, 2010 Page ~ 6 ~

7 CERSANIT Capital Group Q Consolidated Balance Sheet, continued as at March 31 st, 2010, December 31 st, 2009 and March 31 st, 2009 LIABILITIES ITEM As at , end of quarter/2010 (in thousands of PLN) As at , end of previous quarter/2009 (in thousands of PLN) As at , end of quarter/2009 (in thousands of PLN) Equity Equity attributable to stockholders of the parent Share capital Share premium Supplementary capital Revaluation reserve Currency conversion differences Retained earnings/incurred losses Minority interest Liabilities Long-term liabilities Liabilities against employee benefits Interest-bearing loans Other liabilities Short-term liabilities Current potion of interest-bearing loans Bonds issued Trade liabilities Corporate income tax liabilities Liabilities against employee benefits Other liabilities Total Liabilities May 17 th, 2010 Page ~ 7 ~

8 CERSANIT Capital Group Q Consolidated Income Statement for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009 ITEM Net revenues from sales of products, goods and materials Q1 2010, (in thousands of PLN) Q1 2009, (in thousands of PLN) Sales of products Sales of goods and materials Cost of products, goods and materials sold Manufacturing cost of products sold Value of goods and materials sold Gross profit (loss) on sales Other operating revenues Selling costs General administrative costs Other operating expenses Operating profit (loss) Financial revenues Financial expenses Profit (loss) on sales of financial assets (shares) in a related party 0 42 Gross profit (loss) Income tax Net profit (loss) of a company sold, not payable to the parent 0 0 Net profit (loss) Attributable to: - stockholders of the parent Non-controlling shareholders May 17 th, 2010 Page ~ 8 ~

9 CERSANIT Capital Group Q Consolidated Statement of Comprehensive Income for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009 ITEM Q1 2010, (in thousands of PLN) Q1 2009, (in thousands of PLN) Net profit (loss) for the period Other comprehensive income: Currency conversion differences Movements in revaluation surplus 0 0 Unrealised gains on hedging of cash flows Total other comprehensive income Comprehensive result (profit/loss +/- other comprehensive income) May 17 th, 2010 Page ~ 9 ~

10 CERSANIT Capital Group Q Consolidated statement of changes in equity for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009, and for the period between January 1 st, 2009 and December 31 st, 2009 Item As at January 1 st, 2010 Comprehensive profit/loss for the financial year As at March 31 st, 2010 Initial capital Share premium Equity attributable to stockholders of the Parent Currency Supple Other conversio Revaluati mentary reserve n on reserve capital capitals difference s Retained earnings/ incurred losses Total Equity attributa ble to minority interest Total equity Item Initial capital Share premiu m Equity attributable to stockholders of the Parent Currency Supplemen Revaluatio Other conversio reserve n tary capital n reserve capitals differenc es Retained earnings /Losses incurred Total Equity attributa ble to minority interest Total equity As at January 1 st, Comprehensive profit/loss for the financial year Company s sales profit/loss brought forward Move ments in revalu ation surplu s Other As at December 31 st, May 17 th, 2010 Page ~ 10 ~

11 CERSANIT Capital Group Q Consolidated statement of changes in equity, continued for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009, and for the period between January 1 st, 2009 and December 31 st, 2009 Item Initial capital Share premiu m Equity attributable to stockholders of the Parent Supplementary capital Revaluation reserve Other reserve capitals Currency conversion differences Retained earnings/i ncurred losses Total Equity attributa ble to minority interest Total equity As at January 1 st, Comprehensive profit/loss for the financial year As at March 31 st, May 17 th, 2010 Page ~ 11 ~

12 CERSANIT Capital Group Q Consolidated Cash Flow Statement for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009 ITEM Q1 2010, (in thousands of PLN) Q1 2009, (in thousands of PLN) Cash flows from operating activities indirect method Gross profit (loss) Adjustments for: Amortisation and depreciation Foreign exchange gains (losses) Net interest and dividends Investment profit (loss) (Increase)/decrease of inventories (Increase)/decrease of receivables (Increase)/decrease of liabilities, except for loans and borrowings Income tax paid Other Net cash from operating activities Investment cash flows Sales of property, plant and equipment and intangible assets Purchase of property, plant and equipment and intangible assets Sale of investment real property 0 0 Purchase of investment real property 0 0 Sale of financial assets 0 0 Acquisition of financial assets 0 0 Dividends and interest received Repayment of borrowings granted Borrowings granted Other Net cash from investing activities Financial cash flow Net inflows from issue of stocks (shares) and other equity instruments and equity contributions 0 0 Inflows from borrowings/loans raised Repayment of borrowing/loans Issue of debt securities Redemption of debt securities 0 0 May 17 th, 2010 Page ~ 12 ~

13 Consolidated Cash Flow Statement, continued for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009 ITEM Q1 2010, (in thousands of PLN) Q1 2009, (in thousands of PLN) Repayment of liabilities under financial lease 0 44 Interest paid Other Net cash from financing activities Net (increase)/decrease of cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Net foreign exchange differences Cash and cash equivalents at the end of the financial year, of which: of limited disposability 0 0 May 17 th, 2010 Page ~ 13 ~

14 II. CONDENSED SEPARATE FINANCIAL STATEMENTS AS AT MARCH 31 ST, 2010 AND FOR THE PERIOD OF 3 MONTHS ENDED ON MARCH 31 ST, 2010, COMPILED ACCORDING TO THE INTERNATIONAL FINANCIAL REPORTING STANDARDS IN THE VERSION APPROVED BY THE EUROPEAN UNION. Selected separate financial data of Cersanit S.A. thousands of PLN thousands of EUR Selected separate financial data Q1 2010, , Q1 2010, Q1 2010, , Q1 2009, Sales of products, goods and materials Operating profit (loss) Gross profit (loss) Net profit (loss) Net cash flows from operating activities Net cash flows from investing activities Net cash flows from financing activities Net (increase)/decrease of cash and cash equivalents Total assets Liabilities Long-term liabilities Short-term liabilities Equity Share capital Number of stocks Profit (loss) per ordinary stock (in PLN/EUR) Book value per stock (in PLN/EUR) May 17 th, 2010 Page ~ 14 ~

15 Balance sheet as at March 31 st, 2010, December 31 st, 2009 and March 31 st, 2009 ITEM As at , end of quarter/2010 (in thousands of PLN) As at , end of previous quarter/2009 (in thousands of PLN) As at , end of quarter/2009 (in thousands of PLN) Fixed assets Property, plant and equipment Intangible assets Goodwill Long-term financial assets Shares or stocks held in subsidiaries Shares or stocks held in other entities Borrowings granted Deferred income tax assets Current assets Inventory Short-term receivables Trade receivables Corporate income tax receivables Other receivables Short-term financial assets Borrowings granted Other financial assets Cash and cash equivalents Total Assets May 17 th, 2010 Page ~ 15 ~

16 Balance sheet, continued as at March 31 st, 2010, December 31 st, 2009 and March 31 st, 2009 ITEM As at , end of quarter/2010 (in thousands of PLN) As at , end of previous quarter/2009 (in thousands of PLN) As at , end of quarter/2009 (in thousands of PLN) Equity Equity attributable to stockholders of the parent Share capital Share premium Supplementary capital Revaluation reserve Other reserve capitals Currency conversion differences Retained earnings/incurred losses Minority interest Liabilities Long-term liabilities Provisions for deferred income tax Liabilities against employee benefits Interest-bearing loans Other liabilities Short-term liabilities Current potion of interest-bearing loans Bonds issued Trade liabilities Corporate income tax liabilities Liabilities against employee benefits Other liabilities Total Liabilities May 17 th, 2010 Page ~ 16 ~

17 Profit and loss account for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009 ITEM Q1 2010, (in thousands of PLN) Q1 2009, (in thousands of PLN) Net revenues from sales of products, goods and materials Sales of products Sales of goods and materials Cost of products, goods and materials sold Manufacturing cost of products sold Value of goods and materials sold Gross profit (loss) on sales Other operating revenues Selling costs General administrative costs Other operating expenses Operating profit (loss) Financial revenues Financial expenses Profit (loss) on sales of financial assets (shares) in a related party Gross profit (loss) Income tax Net profit (loss) of a company sold, not payable to the parent 0 0 Net profit (loss) Attributable to: - stockholders of the parent - Non-controlling shareholders Statement of comprehensive income for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009 ITEM Q1 2010, (in thousands of PLN) Q1 2009, (in thousands of PLN) Net profit (loss) for the period Currency conversion differences Movements in revaluation surplus Unrealised gains on hedging of cash flows Total other comprehensive income Comprehensive result (profit/loss +/- other comprehensive income) May 17 th, 2010 Page ~ 17 ~

18 CERSANIT Capital Group Q Statement of changes in equity for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009 and for the period between January 1 st, 2009 and December 31 st, 2009 Item Initial capital Supplement ary capital Share premium Other reserve capitals Currency conversion differences Retained earnings/inc urred losses As at January 1 st, Comprehensive profit/loss for the financial year Total As at March 31 st, Item Other Currency Retained Initial Supplement Share reserve conversion earnings/inc capital ary capital premium capitals differences urred losses Total As at January 1 st, Distribution of profit/loss for Comprehensive profit/loss for the financial year Other As at December 31 st, Item Initial capital Supplement ary capital Share premium Other reserve capitals Currency conversion differences Retained earnings/incu rred losses As at January 1 st, Comprehensive profit/loss for the financial year Total As at March 31 st, May 17 th, 2010 Page ~ 18 ~

19 CERSANIT Capital Group Q Cash flow statement for the period between January 1 st, 2010 and March 31 st, 2010 and the comparative period between January 1 st, 2009 and March 31 st, 2009 ITEM Q1 2010, (in thousands of PLN) Q1 2009, (in thousands of PLN) Operating cash flows Gross profit/(loss) Adjustments for: Amortisation and depreciation Foreign exchange (gains) losses Net interest and dividends (Profit)/loss on investing activities (Increase)/decrease of receivables (Increase)/decrease of inventories Increase/(decrease) of liabilities, except for loans Income tax paid 0 0 Other 0 0 Net cash from operating activities Investment cash flows Sales of property, plant and equipment and intangible assets Purchase of property, plant and equipment and intangible assets Sale of financial assets 0 16 Acquisition of financial assets 0 0 Acquisition of an entity, net of cash acquired 0 0 Dividends and interest received Repayment of borrowings granted 0 0 Borrowings granted Other Net cash from investing activities Financial cash flow Inflows from borrowings/loans raised Repayment of borrowing/loans Issue of debt securities Interest paid Redemption of debt securities 0 0 Other Net cash from financing activities Increase of cash and cash equivalents Net foreign exchange differences Cash at the beginning of the period Cash at the end of the period not fully disposable 0 0 May 17 th, 2010 Page ~ 19 ~

20 III. NOTES TO THE INTERIM REPORT (SA-QSR) OF THE CERSANIT CAPITAL GROUP FOR Q I. Disclosures on the principles adopted for preparation of the report, in particular on changes in accounting principles (policy) applied, and disclosures on significant changes in estimates, including adjustments arising from provisions, deferred income tax provision and assets and any revaluation write-downs on assets. The quarterly consolidated financial statements of the Cersanit Capital Group have been prepared in compliance with the same accounting principles (policy) and calculation methods as those applied in the previous annual financial statements. During the reporting period the Cersanit Group did not change the estimated values. The Company verified methods used for presentation of financial figures in the separate and consolidated financial statements. In order to adjust the presentation methods to the Company s and the Capital Group s business profile, changes were introduced to the presentation of some financial figures; such changes have no influence on the Company s profit/loss and equity. Changes in the presentation of comparative figures for Q in the separate financial statements: - presentation of prepayments of PLN 70,766 thousand as trade receivables, - presentation of deferred tax in the net amount constituting the difference between deferred tax assets of PLN 37,475 thousand and deferred tax reserve of PLN 25,681 thousand under deferred tax assets of PLN 11,794 thousand, - net presentation of foreign exchange gains of PLN 166,009 thousand PLN and foreign exchange losses of PLN 185,580 thousand as financial costs of PLN 19,572 thousand, - presentation of losses on sales of non-financial fixed assets of PLN 35 thousand as other operating expenses, - presentation of the provisions for retirement benefits of PLN 15 thousand as long-term liabilities, - presentation of the provisions for deferred liabilities of PLN 20,240 thousand as trade liabilities, - changes in presenting effects of measurement for balance sheet purposes of financial instruments in the flow statement (movement of the amount of 4,812 from other to the liability item). Changes in the presentation of comparative figures for Q in the consolidated financial statements: - presentation of prepayments of PLN 15,024 thousand as other short-term receivables, - presentation of long-term accruals of PLN 24 thousand as other long-term liabilities, May 17 th, 2010 Page ~ 20 ~

21 - presentation of short-term accruals of PLN 1,248 thousand as other short-term liabilities, - presentation of short-term provisions for retirement benefits of PLN 43 thousand as other short-term liabilities, - presentation of long-term provisions for retirement benefits of PLN 201 thousand as longterm liabilities, - presentation of short-term provisions for deferred liabilities of PLN 23,876 thousand as short-term trade liabilities, - presentation of long-term provisions for deferred liabilities of PLN 634 thousand as other long-term liabilities, - presentation of deferred tax in the net amount constituting the difference between deferred tax assets of PLN 39,257 thousand and deferred tax reserve of PLN 21,328 thousand under deferred tax assets of PLN 17,929 thousand, - net presentation of foreign exchange gains of PLN 237,789 thousand PLN and foreign exchange losses of PLN 244,778 thousand as financial costs of PLN 6,989 thousand, - presentation of losses on sales of non-financial fixed assets of PLN 477 thousand as other operating costs. In Q1 2010, in the Cersanit Group: a) a receivables write-down amounting to PLN 583 thousand was established b) no receivables write-down was released c) a deferred income tax reserve was established to the amount of PLN 2,253 thousand d) a deferred income tax provision to the amount of PLN 1,107 thousand was released e) a deferred income tax asset to the amount of PLN 18,443 thousand was created f) a deferred income tax asset to the amount of PLN 23,480 thousand was released g) a provision for deferred liabilities was established for non-invoiced costs of the period to the amount of PLN 33,003 thousand h) a provision for deferred liabilities was released for non-invoiced costs of the periods to the amount of PLN 13,605 thousand i) a provision was created for retirement benefits of PLN 1 thousand j) no provisions for retirement benefits were released k) no inventory write-down was established l) no inventory write-down was released m) the acquisition of property, plant and equipment (investment expenditures) amounted to PLN 33,271 thousand n) value of property, plant and equipment sold: 1) income from sales of property, plant and equipment amounted to PLN 538 thousand 2) net property, plant and equipment sold amounted to PLN 446 thousand o) no impairment loss for property, plant and equipment and intangible assets was recognised p) liabilities against the purchase of property, plant and equipment as at amounted to PLN 23,562 thousand q) no impairment loss for property, plant and equipment and intangible assets was released. May 17 th, 2010 Page ~ 21 ~

22 II. Operating segments The Cersanit Group has three separate reporting operating segments: ceramic tiles, ceramic sanitary products and other products. Business decisions concerning individual segments are made based on revenues, gross profit or loss on sales and selling costs generated or incurred in a particular period by individual operating segments. Business decisions concerning general administrative costs, as well as other operating and financial revenues and expenses, are made at the Group level, while these expenses and revenues are not allocated to individual segments. Results of individual segments in Q are as follows: Cersanit Capital Group operating segments Q Revenues (PLN) Profit per segment (PLN) Ceramic tiles Ceramic sanitary products Other Total continued operations Unallocated expenses of the entire Group Other operating revenues Other operating expenses Operating profit/loss Financial revenues Financial expenses Net profit (loss) on disposal of financial assets in a related party Gross profit/loss Income tax Net profit (loss) of a company sold in relation to minority interest Net profit/loss III. Description of factors and events, in particular unusual ones, having a material effect on the profit/loss. Brief description of the Issuer s significant achievements or failures in the period included in the report, plus a list of the most important related events. 1) FACTORS AFFECTING PROFIT/LOSS In Q1 2010, the Cersanit Group s sales income amounted to PLN 299,648 thousand and EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortisation) reached PLN 54,099 thousand, compared to the sales income of PLN 303,209 thousand and the EBITDA of PLN 60,540 thousand in Q In Q the Group achieved an EBITDA share in sales income at the level of 18.1% (in Q1 2009, this share amounted to 20%). In Q1 2010, the gross margin (the ratio of gross profit on sales to sales income) amounted to 39.7%, compared to 40.1% in Q The Group s net result in Q (amounting to PLN 58,749 thousand) was significantly May 17 th, 2010 Page ~ 22 ~

23 affected mainly by non-operational factors, primarily the strengthening of PLN against EUR and USD. Total foreign exchange profits (surplus of foreign exchange gains over losses) in Q were PLN 56,811 thousand. The profit/loss on derivative transactions settled between January and March 2010 affected the Group s net profit in the amount of PLN 89 thousand. All transactions settled in that period were forward transactions. Total measurement of open (non-completed) derivative transactions as at March 31 st, 2010 amounted to PLN 31 thousand, positively influencing the net profit for The above non-completed transactions will be settled in Q based on current market exchange rates applicable on the expiry dates of individual contracts. The table below shows the breakdown of open FX transactions as at March 31 st, Open FX forwards held at fair value as at March 31 st, 2010 No. Currency Transaction nominal value (in thousands) Out of which to be settled in 2010 Out of which to be settled in 2011 Transaction measurement as at (in thousands of PLN) Out of which recognised in the capital Out of which recognised in profit/loss 1. HUF/PLN CZK/PLN RUB/PLN TOTAL x x x As at March 31 st, 2010, the Cersanit Capital Group did not hold any unsettled options. IV. Notes relating to seasonal or cyclic nature of the operation of the Cersanit Capital Group in the period presented. The volume of sales of Cersanit Group s products likewise that of most building materials is subject to seasonal fluctuations. The highest intensity of sales in the industry represented by the Group is recorded from May to October. Sales are less intense from November to April. V. Disclosures on the issue, redemption and repayment of debt securities and equity securities of Cersanit S.A. In Q1 2010, Cersanit S.A. did not obtain funds for financing its business by way of issue, redemption and repayment of debt and equity securities. VI. Disclosures on dividend paid (or declared), in total and per stock in Cersanit S.A., by ordinary and preference stocks. No dividend was paid or declared in the reporting period. May 17 th, 2010 Page ~ 23 ~

24 VII. Identification of events occurring after the date of the financial statements, not included in these statements, and likely to significantly affect the future profit/loss of the Company and the Cersanit Capital Group. ADDENDUM TO THE BOND ISSUANCE PROGRAMME AGREEMENT On April 13 th, 2010, the Management Board of Cersanit S.A. and Bank Polska Kasa Opieki Spółka Akcyjna (the Bank) concluded an addendum dated April 13 th, 2010 to the Bond Issuance Programme Agreement of August 13 th, 2003, as amended, to the maximum par value of PLN 500 million (the Agreement was reported by the Issuer in Current Report No. 13/2009 of April 27 th, 2009). Pursuant to the addendum, the Parties have agreed that the Company may issue bonds by April 30 th, 2013, whereas: - coupon bonds (on which interest is calculated) may be issued for a period not shorter than 365 days and not longer than 5 years; - zero-coupon bonds (issued with a discount) may be issued for a period not shorter than 7 days and not longer 364 days, and with the redemption date not later than April 30 th, Other terms of the agreement have remained unchanged. VIII. Disclosures on changes in contingent liabilities or contingent assets occurring after the end of the last financial year. The following contingent liabilities changed in Q1 2010: - Sureties for trade liabilities of Cersanit Invest Sp. z o.o., granted by Cersanit S.A., increased from EUR 753, as at December 31 st, 2009 to EUR 834, as at March 31 st, Compared to the last annual financial statements, no changes occurred in contingent assets. IX. Organisation of the Issuer s Capital Group and entities subject to consolidation. The CERSANIT Capital Group consists of the parent company Cersanit Spółka Akcyjna and its subsidiaries. CERSANIT Spółka Akcyjna, with its registered office in Kielce at Al. Solidarności 36, is registered with the District Court in Kielce, 10 th Economic Division of the National Court Register (KRS) under KRS number The Parent Company s core business consists in the wholesale of ceramic products, chinaware, metal products and glassware for household purposes, as well as wallpapers and cleaning agents: PKD 5144 Z (Polish Classification of Business Activity). The parent was assigned: Statistical Identification Number (REGON): Tax identification number (NIP): May 17 th, 2010 Page ~ 24 ~

25 Member subsidiaries of the Capital Group as at March 31 st, 2010 are presented in the tables below: Direct subsidiaries: Company name Registered office Business activity Direct interest in control UAB Cersanit Baltic (formerly: UAB Master Asset Management) Lithuania Vilnius services trade in raw materials for the CRTV Limited Cyprus Nicosia production of ceramic tiles Luxembourg acquisition and management Cersanit Luxembourg S.a r.l. Luxembourg of shares Luxembourg LXIV S.a.r.l. Luxembourg holding activity Luxembourg Opoczno Luxembourg S.a.r.l. Luxembourg holding activity trade in sanitary products, Cersanit West GmbH Germany Berlin ceramic tiles Opoczno Trade Sp. z o.o. Poland Kielce wholesale of construction materials and sanitary furnishing products manufacture and sales of Cersanit I Sp. z o.o. Poland Krasnystaw ceramic products Opoczno I Sp. z o.o. Poland Opoczno production of ceramic tiles Cersanit II S.A. Poland Starachowice manufacture of other furniture, shower enclosures, acrylic baths and shower trays manufacture and sales of Avtis LLC Russia Frianovo ceramic tiles manufacture and sales of Cersanit Rus LLC Russia Moscow ceramic tiles manufacture and sales of Frianovo Ceramic Factory LLC Russia Frianovo ceramic tiles manufacture and sales of Tiles Trading LLC Russia Moscow ceramic tiles manufacture and sales of Zolotoy Irys LLC Russia Moscow ceramic tiles manufacture and sales of Cersanit Trade LLC Russia Frianovo ceramic tiles production of sanitary S.C. Cersanit Bacau SRL Romania Bacau ceramic products production of sanitary S.C. Cersanit Romania SA Romania Roman ceramic products 99.36% sales of ceramic tiles and Cersanit Trade Ukraine LLC Ukraine - Czyżiwka ceramic sanitary products CERSANIT UK Limited Great Britain London holding company manufacture of ceramic flags Opoczno III Sp. z o.o. Poland Opoczno and tiles May 17 th, 2010 Page ~ 25 ~

26 Indirect subsidiaries: Company name Registered office Business activity Cersanit IV Sp. z o.o. Cersanit III S.A. CERSANIT INVEST LLC Cersanit Ukraine LLC Cersanit Cyprus Limited Bulakovo-2 LLC Poland Krasnystaw Poland Wałbrzych Ukraine - Czyżiwka Ukraine - Czyżiwka Cyprus Nicosia Russia Frianovo production of sanitary ceramic products manufacture and sales of ceramic tiles manufacture of ceramic products manufacture of ceramic sanitary products activities of financial and holding companies extraction of minerals from deposits, used in manufacture of ceramic tiles Indirect interest in control % 99.99% 100 % Type of relationship subsidiary of Cersanit I Sp. z o.o. subsidiary of LXIV S.a.r.l subsidiary of Cersanit Cyprus Ltd. subsidiary of Cersanit Invest LLC subsidiary of Cersanit Luxembourg S.a.r.l subsidiary of Frianovo Ceramic Factory LLC Non-consolidated entities: Company name Registered office Business activity Interest in control Opoczno Rus LLC Russia Moscow services Opoczno Ukraine Sp. z o.o. Ukraine Kiev services Minex S.A. Poland Warsaw 0.004% Stocznia Gdynia S.A. Poland Gdynia ship construction 0.01% OMD Sp. z o.o., in liquidation Poland Opoczno does not operate 60.00% Kopalnia Piasku Kwarcowego (Quartz Sand Mine) Poland Częstochowa does not operate 31.00% X. Identification of the effects of changes in the structure of the business unit, including those resulting from business combinations, acquisitions or disposals of the Capital Group s entities, long-term investments, division, restructuring and discontinuation of activity. In Q1 2010, one of Cersanit S.A. s subsidiaries UAB Master Asset Management changed its name to UAB Cersanit Baltic. Cersanit S.A. holds of shares in this company. XI. Position of the Management Board concerning the possibility of implementing previously published result forecasts related to a given year, in the light of the results presented in the quarterly report in relation to forecasted results. Cersanit S.A. did not publish forecasts for May 17 th, 2010 Page ~ 26 ~

27 XII. Identification of stockholders holding, directly or indirectly through their subsidiaries, at least 5% of the total number of votes at the Issuer's General Meeting as at the date of submission of the quarterly report, including the number of stocks held by such entities, their percentage share in the share capital, the number of resulting votes and their percentage share in the total number of votes at the general meeting, as well as identification of changes in the structure of substantial stockholding of the issuer since the submission of the previous quarterly report. Item As at (day of submitting the report for the 1 st quarter of 2010) Number of stocks and votes at the GSM % share in the share capital and % of votes in the total number of votes at the GSM Michał Sołowow (directly and indirectly) 1) 70,122, % of which: Synthos S.A. (directly and indirectly) 2) 11,250, % ING OFE 3) 17,257, % AVIVA OFE AVIVA BZ WBK 3 ) 16,347, % Other stockholders 40,529, % Total 4 ) 144,256, % 1) in line with the notice of October 28 th, ) in line with the notice of November 20 th, ) in line with the OFE s annual portfolio structure as at December 31 st, ) number of stocks and votes following the registration in the National Court Register (KRS) of changes in the share capital of Cersanit S.A. as effected by the District Court in Kielce on February 27 th, XIII. Statement of the issuer's stockholding status or titles to stocks held by the Issuer s managers and supervisors as at the date of submitting a quarterly report, including statement of changes in the stockholding status since the submission of the last quarterly report, for each person separately. Since the submission of the last quarterly report, no changes have occurred in the structure of the Cersanit S.A. s stocks held by the Company s managers and supervisors. Neither members of the Management Board nor members of the Supervisory Board of Cersanit S.A. hold rights to the Company s stocks (options). According to the information available to the Company, the table below presents the structure of stocks of Cersanit S.A. held by the managers: Manager Number of stocks held as at Number of stocks held as at Mirosław Jędrzejczyk President of the Management Board no stocks held no stocks held Piotr Mrowiec Member of the Management Board 14,480 stocks 14,480 stocks Grzegorz Saniawa Member of the Management Board no stocks held no stocks held Paweł Oskard Member of the Management Board no stocks held no stocks held Ireneusz Kazimierski Member of the Management Board no stocks held no stocks held Marcin Rybarczyk Member of the Management Board no stocks held no stocks held May 17 th, 2010 Page ~ 27 ~

28 According to the information available to the Company, the table below presents the structure of Cersanit S.A. s stocks held by its supervisory staff: Supervisor Number of stocks held as at Number of stocks held as at Artur Kłoczko Chairman of the Supervisory Board 1,112,130 1,112,130 (stocks held directly and indirectly) Grzegorz Miroński Vice-Chairman of the Supervisory no stocks held no stocks held Board Mariusz Waniołka Member of the Supervisory Board no stocks held no stocks held Jarosław Cybulski Member of the Supervisory Board no stocks held no stocks held Robert Oskard Member of the Supervisory Board no stocks held no stocks held XIV. Identification of proceedings pending before court, a competent arbitration authority or public administration authority. Between January 1 st, and March 31 st, 2010, there were no proceedings pending before court, a competent arbitration authority or public administration authority concerning liabilities or claims of Cersanit S.A. and its subsidiaries, whose total value constitutes at least 10% of Cersanit S.A. s equity. XV. Disclosures on the conclusion by the Company or its subsidiary of one or more transactions with related parties, if they are material (individually or jointly) and if they are not arm's length transactions, plus specification of their value In Q there were no transactions between the Company or its subsidiaries and related parties other than arm s-length transactions. XVI. Disclosures of loan or borrowing sureties or guaranties granted by the issuer or its subsidiary jointly to one entity or such entity's subsidiary, if the total value of existing sureties or guaranties is equivalent to at least 10% of the issuer's equity. In Q1 2010, neither the Issuer nor its subsidiaries granted loan or borrowing sureties or guarantees jointly to a single entity or its subsidiary to the total amount equivalent to at least 10% of the Issuer s equity. XVII. Other disclosures which, in the issuer's opinion, are material for the assessment of its human resources, property and financial standing, financial performance and changes therein, and disclosures significant for the assessment of chances of the issuer s fulfilment of their obligations. STATEMENT BY THE MANAGEMENT BOARD OF CERSANIT S.A. REGARDING A FINE IMPOSED BY THE POLISH OFFICE OF COMPETITION AND CONSUMER PROTECTION (UOKIK) On January 4 th, 2010, referring to the press releases on a fine imposed on the Company by the Office of Competition and Consumer Protection (UOKiK) for implementing contractual provisions which, in the opinion of UOKiK, violate the principles of free competition in applying selling prices, the Management Board of Cersanit S.A. published its current report no. 1/2010, in which it made the May 17 th, 2010 Page ~ 28 ~