ZPUE S.A. Capital Group in Włoszczowa · - sales of distribution transformers, - sales of scrap...
Transcript of ZPUE S.A. Capital Group in Włoszczowa · - sales of distribution transformers, - sales of scrap...
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ZPUE S.A. Capital Group in Włoszczowa
Consolidated interim financial statements
for the period from 01.01.2012 to 30.06.2012
together with
Separate interim financial statements for the period from 01.01.2012 to 30.06.2012
prepared in accordance with International Financial Reporting
Standards
including:
1. Introduction to consolidated interim financial statements
2. Consolidated interim statement of the financial standing
3. Consolidated interim profit and loss account,
4. Consolidated interim statement of total revenue,
5. Consolidated interim cash flow statement
6. Consolidated interim statement of changes in equity capital
7. Additional information and clarifications
8. Introduction to separate interim financial statements
9. Separate interim statement of the financial standing
10. Separate interim profit and loss account
11. Separate interim cash flow statement
12. Separate interim statement of changes in equity capital
13. Additional information and clarifications
Włoszczowa, August 2012
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Introduction to consolidated interim financial statements
1. The financial statements cover consolidated data of ZPUE SA Capital Group, which comprises the
following entities:
a) Parent Company:
ZPUE Spółka Akcyjna in Włoszczowa, ul. Jędrzejowska 79c, 29-100 Włoszczowa, the core business of
which includes:
manufacture of concrete construction products, except for prefabricated buildings,
manufacture of metal structures,
manufacture of parts for construction joinery,
manufacture of switchgear and controlgear, except for services,
services of installation, repair and maintenance of switchgear and controlgear,
civil engineering works aimed at construction of the switchgear line structures: local cable pipelines,
power engineering lines and telecommunications lines,
Freight transport by road by universal vehicles.
Authority with which the Parent Company is registered:
District Court in Kielce, 10th Commercial Division of the National Court Register
KRS number – 0000052770;
Life of the Company: perpetual
Period covered by the financial statements: 01.01.2012-30.06.2012, together with comparable data
for the period: 01.01.2011-30.06.2011
Structure of the authorities:
The following are Company's authorities: General Shareholders' Meeting, Supervisory Board and
Management Board.
Supervisory Board
As at 30 June 2012 the Supervisory Board of ZPUE SA in Włoszczowa comprised the following
members:
President of the Supervisory Board – Bogusław Wypychewicz
Vice President of the Supervisory Board – Małgorzata Wypychewicz
Member of the Supervisory Board – Krzysztof Jamróz
Member of the Supervisory Board – Tomasz Stępień.
Member of the Supervisory Board – Piotr Kukurba
Management Board
As at 30 June 2012, the Management Board of ZPUE SA in Włoszczowa comprised the following
members:
President of the Board – Andrzej Grzybek
Member of the Board – Stanisław Toborek
Member of the Board – Mariusz Synowiec
COMMERCIAL PROXIES
As at 30 June 2012, the following persons acted as the Commercial Proxies of ZPUE S.A.:
Commercial Proxy – Piotr Zawadzki
Commercial Proxy – Katarzyna Kusa
Commercial Proxy – Iwona Dobosz
Commercial Proxy – Henryk Arkit
Commercial Proxy – Aneta Lichosik
Commercial Proxy – Jadwiga Zawisza
Commercial Proxy – Wojciech Pyka
Commercial Proxy – Dariusz Górski
(b) subsidiaries:
1. ZPUE Gliwice Spółka z ograniczoną odpowiedzialnością, with its registered office in 44-100
Gliwice, ul. Portowa 14, the core business of which includes manufacture of power engineering
equipment, as well as repair and measuring services for electro-engineering industry.
The Production Department undertook the following tasks:
- production of thermosetting LV cable connectors,
- installation of cable connectors, test and street lighting cabinets,
- installation of container transformer stations,
- manufacture of LV, RSW type chemically hardened resin switchgear enclosures
The Repairs and Measurements Department undertook the following tasks:
- maintenance of tap changers of HV / MV transformers,
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- measurements of HV/MV and MV/LV transformers,
- measurements of HV devices,
- maintenance and repair of distribution transformers,
- thermal video measurements of transformer stations
- measurements of safety equipment,
- analysis of transformer oil.
The company also conducted commercial activity in the following fields:
- sales of LV and MV switchgears,
- sales of container and pole transformer stations,
- sales of accessories for overhead power lines and power poles
- sales of distribution transformers,
- sales of scrap iron and nonferrous metals,
- sales of electrical insulation safety equipment.
- Authority with which the Subsidiary is registered: District Court in Katowice
- Life of the Company: perpetual
- Period covered by the financial statements: 01.01.2012-30.06.2012, together with
comparable data for the period: 01.01.2011-30.06.2011
Structure of the governing bodies
The following are Company's authorities: General Shareholders' Meeting, Supervisory Board and
Management Board.
Supervisory Board
As at 30 June 2012 the Supervisory Board of ZPUE Gliwice Sp. z o.o. in Gliwice comprised the
following members:
President of the Supervisory Board – Andrzej Grzybek
Vice President of the Supervisory Board – Tomasz Stępień
Member of the Supervisory Board – Iwona Dobosz
Member of the Supervisory Board – Stanisław Toborek
Member of the Supervisory Board – Krzysztof Jamróz
Member of the Supervisory Board – Leszek Gluziński
Resolution No 26/06/2012 of 27 June 2012 introduced amendments to the Deed of the Company.
The current provision referring to the “Chairman and Deputy Chairman of the Supervisory Board”
shall be repealed, and a provision referring to the “President and Vice President of the Supervisory
Board” shall be introduced
Management Board
As at 30 June 2012, the Management Board of ZPUE Gliwice Sp. z o.o in Gliwice comprised the
following members:
President of the Board – Damian Asztabski,
Member of the Board – Joanna Baran
Member of the Board – Grzegorz Kalinowski
2. Elektromontaż-1 Katowice S.A.
Elektromontaż-1 Katowice S.A. manufactures power engineering equipment, including medium and
low voltage switchgears, switchgear and control cabinet enclosures, transformer enclosures, low and
medium voltage bus bars, automatic transfer switching equipment as well as capacitor banks for
compensation of reactive power. Elektromontaż-1 Katowice S.A. has operated on the market as a
manufacturer of electrical equipment since 1948. In 1992, it was transformed into a sole-shareholder
company of the State Treasury and in 1995 incorporated into the Mass Privatisation Programme. In
1998, the controlling stake of Elektromontaż was taken over by Klöckner-Moeler based in Germany.
In 2004, the said stake was purchased by Transforma Project Management GmbH based in Germany
and in 2007 Bogusław Wypychewicz was the main shareholder. On 23 May 2007, the company's
name was changed to Elektromontaż-1 Katowice Spółka Akcyjna.
Elektromontaż-1 Katowice Spółka Akcyjna with its registered office in Katowice was established
based on Articles of Association evidenced by a notarial act. The Company began operating in 1992
on the day it was first entered on the Commercial Register of the District Court in Katowice under
the no. RHB – 8398. It was entered into the National Court Register on 25 January 2002 under KRS
number: 0000083973. The entity keeping the register is the District Court Katowice-Wschód in
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Katowice, 8th Commercial Division of the National Court Register. According to the Polish
Classification of Economic Activities, the Company's core business is the manufacture of switchgear
and controlgear (PKD 27.12.Z).
The share capital of Elektromontaż-1 Katowice S.A. amounts to PLN 6,628,902.72 PLN and is
divided into 1,883,211 shares of the value of PLN 3.52 per share. ZPUE S.A. holds 1,870,439 shares
of Elektromontaż-1 Katowice S.A., representing 99.32% of its share capital and entitled to exercise
99.32% of the votes at the General Shareholders' Meeting of Elektromontaż-1 Katowice S.A.
- Authority with which the Subsidiary is registered: District Court Katowice-Wschód in
Katowice
- Life of the Company: perpetual
- Period covered by the financial statements: 01.01.2012-30.06.2012
Supervisory Board
As at 30 June 2012 the Supervisory Board of ZPUE Katowice S.A. comprised the following
members:
President of the Supervisory Board – Andrzej Grzybek
Vice President of the Supervisory Board – Krzysztof Jamróz
Member of the Supervisory Board – Iwona Dobosz
Member of the Supervisory Board – Tomasz Stępień
Member of the Supervisory Board – Mariusz Synowiec
Member of the Supervisory Board – Leszek Gluziński
Management Board
As at 30 June 2012, the Management Board of ZPUE Katowice S.A. comprised the following
members:
President of the Board – Jan Wiatowski
Member of the Board – Leszek Wójtowicz
3. ZPUE Tools Sp. z o.o. in Włoszczowa
Owing to its modern machine park, ZPUE Tools Sp. z o.o. specializes in manufacture of blanking
dies, injection moulds, press moulds. Furthermore, ZPUE Tools Sp. z o.o. offers machining services.
It prepares moulds for our Group for the manufacture of thermosetting plastic components such as
casings for cable connectors as well as the moulds for manufacture of spun concrete poles, a wide
range of tools (moulds, die blocks, trimming dies), various components and minor elements used in
the manufacture of the power engineering equipment.
It was entered into the National Court Register on 21 March 2006 under KRS number: 0000253345.
The entity keeping the register is the District Court in Kielce, 10th Commercial Division of the
National Court Register.
According to the Polish Classification of Economic Activities, the Company's core business is the
wholesale of other semi-products (PKD 4676Z).
The share capital of ZPUE Tools Sp. z o.o. amounts to PLN 60,000.00 and is divided into 12 shares
of the value of PLN 5,000.00 per share. ZPUE S.A holds 12 shares of ZPUE Tools Sp. z o.o.
representing 100% of the share capital of the said company and authorizing to 100% of votes at the
Shareholders' Meeting of ZPUE Tools Sp. z o.o.
- Life of the Company: perpetual
- Period covered by the financial statements: 01.01.2012-30.06.2012
Structure of the authorities:
The following are Company's authorities: General Shareholders' Meeting and Management Board.
Management Board
As at 30 June 2012, the Management Board of ZPUE Tools Sp. z o.o in Włoszczowa comprised the
following members:
President of the Board – Mariusz Synowiec
COMMERCIAL PROXIES
As at 30 June 2012, the following persons acted as the Commercial Proxies of ZPUE Tools Sp. z
o.o.:
Commercial Proxy – Aneta Lichosik
Commercial Proxy – Wojciech Pyka
Commercial Proxy – Marian Wójcik
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4. ZPUE Poles Sp. z o.o. in Włoszczowa
ZPUE Poles Sp z o.o. manufactures the pre-tensioned spun concrete poles used as “poles” i.e. the
element on which the support structures for the medium and low voltage overhead power lines are
installed. The poles are manufactured on the optimized and automated production line. The current
production capacity of ZPUE Poles Sp. z o.o. is 16,000 spun concrete poles per year. The
incorporation of ZPUE Poles Sp. z o.o. into ZPUE S.A. Capital Group facilitates complex
performance of the contracts for the development of the overhead power lines and street lighting.
It was entered into the National Court Register on 4 May 2011 under KRS number: 0000385172. The
entity keeping the register is the District Court in Kielce, 10th Commercial Division of the National
Court Register.
According to the Polish Classification of Economic Activities, the Company's core business is the
manufacture of concrete construction products (PKD 2361Z).
The share capital of ZPUE Poles Sp. z o.o. amounts to PLN 15,000.00, and is divided into 300 shares
of the value of PLN 50.00 per share. ZPUE S.A holds 300 shares of ZPUE Poles Sp. z o.o.
representing 100% of the share capital of the said company and authorizing to 100% of votes at the
Shareholders' Meeting of ZPUE Poles Sp. z o.o.
- Life of the Company: perpetual
- Period covered by the financial statements: 01.01.2012-30.06.2012
Structure of the authorities:
The following are Company's authorities: General Shareholders' Meeting, Supervisory Board and
Management Board.
Supervisory Board
As at 30 June 2012 the Supervisory Board of ZPUE Poles Sp. z o.o. in Włoszczowa comprised the
following members:
Chairman of the Supervisory Board – Bogusław Wypychewicz
Deputy Chairman of the Supervisory Board – Małgorzata Wypychewicz
Member of the Supervisory Board – Michał Wypychewicz
Management Board
As at 30 June 2012, the Management Board of ZPUE Poles Sp. z o.o. in Włoszczowa comprised the
following members:
President of the Board – Stanisław Toborek
COMMERCIAL PROXIES
As at 30 June 2012, the following persons acted as the Commercial Proxies of ZPUE Poles Sp. z
o.o.:
Commercial Proxy – Aneta Lichosik
Commercial proxy – Krzysztof Motyl
Other unconsolidated subsidiaries
Below there is information on ZPUE S.A.'s subsidiaries, which currently are of no significance for
the Capital Group's activities:
“Zavod Blochnykh Komplektnykh Transformatornykh Podstantzy” OOO (The Plant of
Complete Unit Transformer Substations) at the Urban Settlement of Tolmachevo (Leningrad
Oblast, Russian Federation) manufactures stations in concrete casings as well as complete
transformer stations in concrete casings. The company's legal form corresponds to a Polish
limited liability company and its share capital amounts to RUB 10,000.00. ZPUE S.A. holds
the interest of RUB 5,100.00, representing 51% of the share capital of the said company and
authorizing ZPUE S.A. to 51% of votes at the Shareholders' Meeting of the company.
“Promyshlennye investicii” OOO (Industrial Projects) at the Urban Settlement of Tolmachevo
(Leningrad Oblast, Russian Federation) leases real properties and maintains operation of
ZBKTP. The company's legal form corresponds to a Polish limited liability company and its
share capital amounts to RUB 85,000,000.00. ZPUE S.A. holds the interest of RUB
43,350,000.00, representing 51% of the share capital of the said company and authorizing
ZPUE S.A. to 51% of votes at the Shareholders' Meeting of the company.
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OOO ZPUE Ukraina (ZPUE Ukraine) based in Synelnykove (Ukraine) is engaged in trading
activity in the Ukraine. The company's legal form corresponds to a Polish limited liability
company and its share capital amounts to EUR 8,000. ZPUE S.A. holds the interest of EUR
6,400, representing 80% of the share capital of the said company and authorizing ZPUE S.A. to
80% of votes at the Shareholders' Meeting of the company.
ZPUE Trade s.r.o. (ZPUE Trade) based in Napajedla (Czech Republic) is engaged in trading
activity in the Czech Republic. The company's legal form corresponds to a Polish limited
liability company and its share capital amounts to CZK 210,000.00. ZPUE S.A. holds the
interest of CZK 154,000.00, representing 73.33% of the share capital of the said company and
authorizing ZPUE S.A. to 73.33% of votes at the Shareholders' Meeting of the company.
ZPUE Balkani, EOOD (ZPUE Balkans) based in Sofia (Republic of Bulgaria) pursues sales
activities as well as manufactures concrete enclosures in Bulgaria. The company's legal form
corresponds to a Polish limited liability company and its share capital amounts to BGN 300. ZPUE
S.A. holds 300 shares of the total value of BGN 300, representing 100% of the share capital of the
said company and authorizing ZPUE S.A. to 100% of votes at the Shareholders' Meeting of the
company.
Data for the first six months of 2012 cover financial information of the Parent Company and of the
following Subsidiaries: ZPUE Gliwice Sp. z o.o., Elektromontaż-1 Katowice S.A., ZPUE Poles Sp. z
o.o. and ZPUE Tools Sp. z o.o. Financial statements for the first six months of 2011 include
consolidated financial statement of the Parent Company and of ZPUE Gliwice Sp. z o.o.
Other companies of ZPUE S.A. Capital Group have not been consolidated due to minor importance
thereof and the difficulties related to procurement of reliable financial data.
Shares in other entities
As at 30 June 2012, ZPUE S.A. owns 28 shares in Przedsiębiorstwo Aparatów i Konstrukcji
Energetycznych ZMER Sp. z o.o. in Kalisz, entitling it to 28 votes at the Shareholders' Meeting, which
constitutes 3.92% of the total number of votes. This entity is not, however, part of ZPUE S.A. Capital
Group and is not subject to consolidation.
The statements have been prepared on the assumption that the business activity will be continued in the
foreseeable future. The Management Boards are not aware of any circumstances threatening the continuation
of the business activity.
Data presented in the consolidated financial statements have been prepared in accordance with IAS/IFRS.
The consolidated financial statements of ZPUE S.A. Capital Group cover financial statements of the Parent
Company and Subsidiaries for the period between 01.01.2012 and 30.06.2012 and comparable data for the
period between 01.01.2011 to 30.06.2011. Comparable data cover the consolidated financial statements of
the Parent Company (ZPUE S.A.) and subsidiary (ZPUE Gliwice Sp. z o.o.).
Description of the adopted accounting principles (policy), including valuation of assets and liabilities
(together with depreciation), determination of financial result and the method of preparation of
financial statements.
The accounting policies applied by the entity are adapted to the requirements of International Accounting
Standards, International Financial Reporting Standards and related interpretations published in the form of
regulations of the European Commission (hereafter IFRS), and where not covered in these Standards under
the Accounting Act and the resultant executive legislation (hereafter UOR).
2.1.The current rules for measuring assets and liabilities
Principles of recognising property, plant and equipment
The property, plant and equipment are such assets which:
- are held by the business entity for use in the production process or for the supply of goods and
services, in order to be released for the use of other entities under the lease agreement or for administrative
purposes, and
- which are expected to be used for more than one period.
The item of property, plant and equipment is recognized as an asset if it is probable that the entity will gain
future economic benefits associated with this asset and that the purchase price or cost of that asset can be
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measured reliably.
The fixed assets include;
land (including perpetual usufruct right to the land),
buildings,
civil engineering facilities,
machinery, equipment,
means of transport,
other items.
The fixed assets also include the entity's foreign fixed assets used under the rental or lease agreement
or other agreement of a similar nature, provided that other provisions of law allow depreciation write-
offs (amortization) by the party benefiting from these assets. Items priced up to PLN 3,500.00 are
recognised as materials. Upon release for use their value is written down in costs of materials and
recorded off the balance sheet (in the quantity and value register). The materials are recorded off the
balance sheet by place of use. The criterion to include materials in records was their use for more than
one year.
Fixed assets for a unit price of more than PLN 3,500.00 are entered into the register of fixed assets.
The fixed assets records allow to enter differentiators distinguishing assets financed from other
sources (e.g. from the state budget, EU subsidies.) Fixed assets are recorded in analytical positions in
accordance with Classification of Fixed Assets.
Intangible assets shall be assets suitable for commercial use at the date of acceptance for use, such as:
property rights, copyrights, licences, concessions, the rights to: designs, inventions, patents,
trademarks, decor or utility designs,
successful development costs, spending on R&D,
goodwill,
know-how
with the expected lifetime of more than one year, used for the related business activity or put into use
under lease agreement or other agreement of similar nature.
An item of property, plant and equipment which qualifies for recognition as an asset, is initially valued at
purchase price or production cost. The cost of purchase or production of property, plant and equipment
consists of the purchase price, including import duties and non-reimbursable taxes on the purchase and
all other directly attributable costs incurred to bring the asset to a fit for use condition, which is
consistent with its intended use. In the case of in-house production it is the cost of production, which
shall be the value of property used and external services, the costs of salaries including related costs and
other costs attributable to the value of manufactured fixed assets or intangible assets. The cost of
production does not include general administrative costs, sales costs, other operating and financial costs
and costs of excessive deficiencies, excessive labour and other resources during the construction,
installation or improvement of fixed assets and the adaptation for use;
In case of acquisition by inheritance or donation or otherwise free of charge, the initial value of an asset
or an intangible asset is the selling price of the same or similar item on the day of purchase, unless the
donation agreement or a free of charge transfer determines the value at a lower amount. The market price
shall be the price used in a given locality in the trade in components of the same type, kind taking into
account its condition and degree of wear.
In the case of difficulties in determining the cost of production of an asset, its initial value is determined
by an expert appraiser taking into account the market prices on the date of putting the component to use.
The basic tool for recording fixed assets is “The Inventory Book of Fixed Assets” divided into groups of
fixed assets.
“The Inventory Book of Fixed Assets” includes following items:
A separate inventory number for each item,
date of recording, evidence number, the type of evidence,
year of construction (purchase),
name of the fixed asset,
classification symbol of the asset,
initial value,
changes in value during use,
annual rate of depreciation,
annual and monthly amount of depreciation,
depreciation to date,
net value,
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the date of withdrawal from use and evidence number,
other data (department, cost position, type of funding obtained, etc.).
The basic tool for recording of intangible assets is the “Book of intangible assets”.
“The Book of intangible assets” includes the following items:
inventory number,
name,
date of purchase or manufacture,
date of booking and proof of purchase number,
date of putting to use,
initial value,
annual rate of depreciation,
the annual, monthly, and total depreciation value,
net value,
the date of full depreciation,
date and number of withdrawal from records
other data (department, cost position, etc.).
Foreign fixed assets are recognized as off balance in account 090.”
Subsequent expenditures relating to an item of property, plant and equipment which have been already
recognized as an asset are added to the carrying value of the asset, if it is probable that the entity will obtain
future economic benefits that outweigh the benefits possible to be achieved within the originally estimated
benefits from the asset already owned. All other subsequent expenditures are recognized as an expense in the
period in which they are incurred. Expenditures for repairs and maintenance of property, plant and equipment
incurred to restore or maintain future economic benefits, which the entity can expect based on the originally
estimated benefits, are recognized as expenses when incurred.
Major components of some items of property, plant and equipment are recognized as separate assets,
including the independent period of their economic use.
Redemption
The depreciable amount of property, plant and equipment is distributed in a systematic manner over a
period of use. Depreciation method used reflects the mode of consumption by the business entity of
economic benefits from the asset.
Depreciation is recognized as an expense during the period.
The useful life of property, plant and equipment and depreciation method is reviewed annually and, if
expectations are significantly different from previous estimates, depreciation write-offs for the current
and future periods are adjusted.
The basis of depreciation write-offs (amortization) of fixed and intangible assets is a current depreciation
schedule drawn up on the first day of each financial year, setting out the rates and amounts of the annual
impairment of individual assets.
The depreciation schedule includes:
inventory number,
generic classification symbol,
item name,
date put into use,
initial value,
depreciation method,
annual depreciation rate,
annual and monthly amount of depreciation write-offs,
In the case of assets put to use on the basis of operating lease agreements which, under the
provisions of the Accounting Act are classified as fixed assets - depreciation period shall be based
on useful life.
In the event of changes in production techniques, liquidation, withdrawal from the use or other
reasons causing permanent loss of economic usefulness of an asset, appropriate unplanned
depreciation write-offs are charged to other operating costs.
Valuation of fixed assets and intangible assets
Fixed assets and intangible assets are valued at purchase price or production cost or revalued amount (after
revaluation) less depreciation write-offs and permanent impairment loss write-offs. Fixed assets and
intangible assets are redeemed using the methods set out in the preceding paragraph.
Fixed assets belonging to group 0,1 and 2 are valued by the fair value. Fixed assets belonging to other groups
are valued by the purchase prices or cost of production.
In the case of real estate (group 0) — land is valued by the fair value. They are not subject to depreciation.
Group 1 — Buildings and commercial premises valued by the fair value are redeemed for 720 months at a
rate of 1.66% per annum. Other assets comprising this group — 120-480 months.
Group 2 — Civil engineering facilities valued by the fair value are redeemed for 720 months at a rate of
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1.66% per annum. Other fixed assets — 120-300 months.
Valuation of other assets and liabilities
Fixed assets under construction are valued at total costs directly attributable to the cost of purchase or production reduced by permanent
impairment loss write-offs.
The value of assets under construction is increased by foreign exchange losses and interest on loans for the
fixed asset construction period, and is reduced by the permanent impairment loss write-offs.
Real estate are recorded and measured in accordance with the rules relating to fixed assets and intangible assets and
rights, i.e. according to the purchase price or production cost, or revalued amount, less depreciation and
permanent impairment loss write-offs.
Intangible assets classified as investments are recorded and measured in accordance with the rules relating to fixed assets and intangible assets and
rights, i.e. according to the purchase price or production cost, or revalued amount, less depreciation and
permanent impairment loss write-offs.
Shares (stocks) in other entities and other investments classified as current assets are measured at cost less
permanent impairment loss write-offs.
Inventories of materials, goods, finished products, intermediates and products in progress are measured at purchase price or production cost or recoverable net value, depending on which is the lower amount.
With regard to the inventory of materials, an entity has a record of:
quantity and value of inventory.
Inventory is reconciled with the records kept by the accounting department at the end of each month.
With regard to the inventory of goods, an entity has a record of:
quantity and value of inventory.
Inventory is reconciled with the records kept by the accounting department at the end of each month.
With regard to the inventory of finished goods, an entity has a record of:
quantity and value of inventory.
Inventory is reconciled with the records kept by the accounting department at the end of each month.
Materials received by the warehouse are recorded by:
actual purchase prices.
Materials released from the warehouse are measured using:
First in, first out (FIFO) method.
Materials received by the warehouse are recorded by actual purchase prices.
Goods released from the warehouse are measured using:
First in, first out (FIFO) method.
Finished goods from production received by the warehouse are recorded by:
registration price, the ratio of value of inventories to production costs is adjusted by deviation, which are
accounted for stocks and the issued stocks based on the deviation index.
Finished goods issued from warehouse if records are kept in accordance with:
actual production cost is measured by:
First in, first out (FIFO) method.
Stocks of production in progress at the balance date are measured at:
direct production costs, which include costs directly related to the manufacturing entity, such as direct
labour and direct materials. They also include the uniformly distributed fixed and variable production
costs incurred in processing the materials to obtain finished products. Fixed indirect production costs are
those indirect costs of production that remain relatively constant regardless of the volume of production,
such as depreciation and cost of maintenance of factory buildings and equipment, and manufacturing
(factory) cost of management and administration. Variable indirect production costs are those indirect
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costs of production that vary directly or nearly directly with the volume of production, such as indirect
materials and labour costs.
Short-term investments are measured at the lower of two values: purchase price or market value.
Short-term investments, for which there is no active market are measured at fair value.
Receivables are measured at the amount due, taking in account the prudence principle, after impairment of their value. The receivables are revalued taking into consideration the probability of their
payment. With respect to:
• receivables from debtors in liquidation or bankruptcy – up to the amount of receivables not covered by
the guarantee or another collateral of the receivables, submitted to the liquidator or a bankruptcy judge
in the bankruptcy proceedings, upon receipt of the relevant information,
• receivables from debtors whose bankruptcy file has been rejected, if the debtor's assets are insufficient
to meet the costs of bankruptcy proceedings - in the full value, upon receipt of the court's decision,
• debt disputed by the debtors or debt overdue, when according to the assessment of the debtor's financial
position, the repayment of the contractual amounts is unlikely – up to the amount not covered by a
guarantee or another security upon referral of the debt for the enforcement proceedings pursuant to a
legally binding court's decision.
• debt equivalent to the amounts which increase the value of debt, which previously were written down -
equal to these amounts, until receipt or write-down thereof, upon receipt of the relevant information,
• overdue debt (overdue for a period exceeding 365 days) or non-overdue debt with a significant
probability of default, in cases justified by the type of the pursued activity or the customer structure - in
the amount of a reliably estimated write-down upon referral of the debt for the enforcement proceedings
pursuant to a legally binding court's decision.
Liabilities are measured in accordance with IAS 39, i.e. at amortized cost.
Financial liabilities for which maturity is specified are measured in accordance with IAS 36, i.e., at amortized cost.
Cash at hand and on bank accounts is measured at its nominal value.
Provisions for losses and liabilities are measured at a reasonable, reliably estimated value. The reserves are created when:
an entity is subject to any existing legal or customary obligation resulting from past events,
it is likely that fulfilling this obligation would lead to an outflow of resources embodying economic
benefits,
a reliable estimate of that obligation can be made.
Provisions are reduced when the obligation, which required the provisions, is fulfilled and the unused
provisions (due to the cessation or reduction in the risk of losses for which they were created) are dissolved
and credit the accounts of other operating income and financial revenue.
Valuation of financial instruments:
in the case of financial instruments for which there is an active market, fair value is determined in
accordance with their current purchase/sale price.
If there is no active market for the given item of assets or financial liabilities (and also in the case of
non-traded securities), fair value is determined using appropriate valuation techniques.
The fair value of non-traded debt securities is determined as the current value of future cash flows from
such securities, further discounted with the current interest rate.
The fair value of share units in open, cash investment funds is determined in accordance with valuation
made by these funds.
The fair value of shares in closed investment funds is determined in accordance with data included in
financial statements issued by these funds.
Own shares (stocks) are measured at their purchase price.
Capital and other assets and liabilities are valued at nominal value.
Valuation of assets and liabilities denominated in foreign currencies
11 I PAGE
On the balance date:
assets (excluding shares in subsidiaries under the equity method) and liabilities denominated in foreign
currency are measured at the average foreign exchange rate determined for that date by the National Bank of
Poland; this shall not apply to non-cash items, i.e. to the received and paid advances.
During the financial year:
1) currency sale and purchase transactions and receivables or liabilities payment operations are measured
at the buy or sell rate or the bank, whose services the entity uses or at the negotiated rate; If the bank
whose services are used by the company publishes more than one table, the company shall adopt - in
the case of publication of two tables - the exchange rates from the first published table, and in the case
of more than two tables - the exchange rates from the second exchange rate table published on a
particular date.
2) assets and liabilities denominated in foreign currencies are converted into Polish Zlotys at average
exchange rate announced by the National Bank of Poland on the last working day preceding the date
of incurred cost, unless the customs declaration or other document that binds the entity sets a different
rate;
3) currency withdrawn from the account for business trip allowances is measured at the average exchange
rate of the National Bank of Poland, and if it is purchased, at its purchased price (selling price of the
entity's bank)
4) currency outflows from foreign currency account shall be recorded according to the FIFO method
5) advances collected on foreign business trip allowances paid in Polish Zlotys are settled according to
foreign currency rates:
- average rate of National Bank of Poland from the day advances in PLN are withdrawn for the
currency, for which the company operates separate currency accounts, i.e., EURO or USD,
- sale rate on the day advances in PLN are withdrawn for other currencies.
Principles of valuation of contingent liabilities
A contingent liability is a possible liability that arises from past events and whose existence will be
confirmed only in the future at the time of uncertain events (over which the entity does not have full control).
Contingent liability may also be entity's current liability that arises from past events and which cannot be
measured with sufficient reliability or is not likely that fulfilling this liability would lead to an outflow of
resources embodying economic benefits. In connection with this, such liability is not presented in the balance
sheet, but it is described in additional information and notes to financial statements.
Liabilities resulting from guarantees or sureties granted by the entity may be the examples of contingent
liabilities.
Contingent liabilities are measured at the value of guarantees, sureties or otherwise reliably estimated value.
Principles of measuring derivative instruments hedging assets
The entity may have derivative financial instruments (e.g. forward contracts) with the following
characteristics:
their value depends on changes in the value of the underlying instrument (interest rate, base rate,
exchange rate, etc.)
initial purchase expenses do not occur or are very low,
instrument will be settled in the future.
Forward contracts may be concluded in order to protect the entity against adverse changes to its foreign
exchange rate, interest rates, stock indices.
An entity may use derivative hedging instruments in order to:
hedge fair value, that is to reduce the risk of changes in the fair value affecting the financial result
resulting from a particular risk associated with assets and financial liabilities or a specific part
thereof booked on the accounts,
hedge cash flow, that is, reduce the risk of impact of changes in cash flows on the financial result
resulting from a particular risk associated with assets and liabilities, likely future liabilities or
planned transactions, which are booked on the accounts.
Contracts associated with financial instruments reduce the risks associated with the entity's assets or
liabilities, i.e. hedge these assets or liabilities, if at least:
before the conclusion of the contract its purpose is established and assets or liabilities to be hedged
are identified,
financial hedging instrument which is the subject of the contract and the hedged assets or liabilities
are characterized by similar features, in particular the nominal value, maturity date, the impact of
changes in interest rates or currency exchange rate,
likelihood of the expected cash flows is significant.
If these conditions are met, then the valuation of the hedged assets or liabilities takes into account the value
of financial hedging instruments and changes in their value.
Hedged item can be a single booked asset or liability or the likely future liabilities or transactions not booked
into the accounts.
12 I PAGE
Hedged item may also be a group of assets or liabilities. The hedge may relate to one of the risk factors
threatening changes in fair value or cash flows, provided that the effectiveness of such risk factors can be
effectively measured.
The specific accounting principles relating to derivative financial instruments, which are not covered in this
chapter of the study, are governed by the principles set out in the Ordinance of the Minister of Finance of 12
December 2001 on detailed rules for the recognition, valuation, disclosure and presentation of financial
instruments (Official Journal No 149, item 1674).
Reserves and assets from income tax
The reserves for income tax are established in the amount of income tax payable in the future in connection
with the occurrence of positive temporary differences. Temporary differences result in an increase in the
income tax base in the future.
The amount of reserve from deferred income tax shall be determined taking into account the income tax rates
applicable when tax obligation arose, i.e. the year temporary differences are settled.
When determining the reserve, the negative difference (if occurred) settlements booked on the "Deferred tax
assets" account should be taken into account, as at the last day of the previous financial year.
Assets from deferred income tax are determined as an amount for future deduction from income tax, in
connection with negative temporary differences, which will cause in the future the reduction of income tax
base and of tax loss available for deduction, as determined taking account of the prudence principle.
The amount of assets from deferred income tax shall be determined taking into account the income tax rates
applicable when tax obligation arose, i.e. the year temporary differences are settled.
When determining the assets from the deferred income tax, the positive difference (if occurred) settlements
booked on the "Reserve for income tax" account should be taken into account, as at the last day of the
previous financial year.
Reserve for income tax and assets from deferred tax are recognised separately in the balance sheet. Reserve
and assets can be compensated if there is the title allowing for the simultaneous recognition when calculating
the amount of tax liability.
Accruals and deferred costs
Accruals and deferred costs are recognised at the amount of likely liabilities in the current reporting period,
resulting from (in particular):
1) value of the services provided by contractors, the amount of which can be estimated reliably,
2) the obligation to provide future services resulting from current operations, whose amount can be
estimated, although the date of their creation is not yet known and which could include, among others:
the costs of the auditing the financial statements and other costs for the reporting period,
other items justified by the economic risk and commercial practices.
Accruals and deferred costs are presented in the balance sheet as item B.I.3 Other short-term reserves.
Principles of valuation of deferred charges and accruals of revenue and expenses
Accruals and deferred income
Revenue accruals represent the nominal revenue (short- and long-term) on the balance date, which is settled
in future periods. Revenue accruals include, among others:
collected payments or booked receivables from contractors for the services to be performed in the
next financial year,
received grants related to the acquisition or construction of fixed assets or intangible assets. Grants
or other subsidies are recorded in correspondence with the settlement account 246, which contains a
detailed analysis of grants received. Grants booked on the account of revenue accruals are settled in
other operating income in proportion to the depreciation of fixed assets funded from grants
received. Booking fixed assets in fixed assets register in the "Fixed assets" module allows the
introduction of marking allowing the distinction of fixed assets financed by subsidy and to
determine the value of depreciation of the corresponding part funded from the grant.
Accrued costs/expenses
Deferred expenditure
Accrued expenses consist of the indirect costs. During the reporting period, accrued expenses include the
following:
cost of rents and leases paid in advance,
energy costs paid in advance,
cost of property insurance,
fees for perpetual usufruct of land,
property tax,
assets from deferred taxes,
other costs relating to subsequent reporting periods (subscription, prepayment for fairs, etc.).
13 I PAGE
Expenses to be activated on the account accruals are settled in proportion to the passage of time in
subsequent financial periods to which they relate.
Records for purposes of determining taxable income In order to properly determine the corporate tax base, the entity's accounts plan differentiates, on the one
hand, the analytical accounts grouping the basic operating costs, financial costs and other operating expenses
not deductible for the purposes of the Income Tax Act, and on the other hand the accounts grouping together
financial revenue and other operating revenue which are not revenue or are exempt from taxation. The
analytical distinction in balance sheet accounts is confirmed by the off balance grouping of costs and
revenues in accounts of group "9". In addition, the accounts group "9" records the costs and revenues that
have not been booked on the balance sheet accounts, and affect the determination of the tax base. These
include salaries, social security contributions and other employee benefits, as well as interest paid, which
were paid during the reporting period and that relate to the previous period.
2.2. The choice of the profit and loss account
ZPUE S.A. draws up profit and loss as multiples step variant.
Net result consists of:
sales revenue,
result from other operating activities
result of financial operations,
compulsory charging of financial result by corporate income tax.
Records of costs are maintained by type using the account "490 - Settlement of costs" and by function in the
group "5".
2.3. The method of drawing up a cash flow statement
The entity draws up a cash flow statement using the indirect method. Cash flow statement provides
information on cash flows occurring during the reporting period, broken down by operating, investing and
financing activities.
2.4. Statement of changes in equity
The Company prepares the statement of changes in equity.
2.5. Detail of the financial statements
The Management Board is responsible for drawing up and presenting financial statements. The report
contains the following individual components:
a) statement of the financial standing,
b) profit and loss account,
c) statement of changes in equity capital,
d) cash flow account,
e) statement of total revenue,
f) information on accounting policies and explanatory notes.
Financial statements present information that is:
(a) relevant to its users in the decision making process,
(b) reliable, that is, through which the financial statements:
- faithfully presents the financial results and financial position,
- reflects the economic substance of events and transactions and not merely their legal form,
- is objective and impartial,
- is consistent with the prudence principle,
- is complete in all material respects.
When drawing up financial statements, guiding accounting principles are used, i.e.:
- going concern principle;
- accrual principle,
- continuity of presentation principle;
- the materiality principle.
2.6. The materiality principle
It is agreed that for a true and fair presentation of the entity's financial position and profit or loss, the relevant
amounts shall be those that exceed 1% of total assets for the previous reporting period for balance sheet items
or those amounts which exceed 5% of gross earnings for amounts pertaining to the result.
14 I PAGE
The final decision as to the significance of an amount is taken by the person responsible for keeping the
books in consultation with the entity's general manager.
2.7. The following changes to the standards and interpretations were introduced over the first six
months of 2012:
Amendments to IFRS 7 Financial Instruments - Disclosures
– transfers of Financial Assets, approved in the EU on 22 November 2011 (effective for annual
periods beginning on or after 1 July 2011).
The aforesaid standards, interpretations and amendments to the standards did not significantly affect the
accounting policies pursued hitherto by the entity.
Standards and interpretations that have been published and approved by the EU, but that have not yet
entered into force
Amendments to IAS 1 "Presentation of Financial Statements" - presentation of components of other comprehensive income (effective for annual periods beginning on or after 1 July 2012), Amendments to IAS 19 "Employee Benefits" - amendments to accounting of benefits in the post-employment period (effective for annual periods beginning on or after 1 January 2013),
Standards and interpretations that have been approved by ISAB, but that have not yet been approved by
the EU
IFRS 9 "Financial Instruments" (effective for annual periods beginning on or after 1 January 2015), IFRS 10 "Consolidated Financial Statements" (effective for annual periods beginning on or after 1 January 2013), IFRS 11 "Joint Arrangements" (effective for annual periods beginning on or after 1 January 2013), IFRS 12 "Disclosure of Interests in Other Entities" (effective for annual periods beginning on or after 1 January 2013), IFRS 13 "Fair Value Measurement" (effective for annual periods beginning on or after 1 January 2013), IAS 27 (amended in 2011) "Separate Financial Statements" (effective for annual periods beginning on or after 1 January 2013), IAS 28 (amended in 2011) "Investments in Associates and Joint Ventures" (effective for annual periods beginning on or after 1 January 2013), Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" –
Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (effective for annual periods
beginning on or after 1 July 2011),
Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" –
Government loans (effective for annual periods beginning on or after 1 January 2013),
Amendments to IFRS 7 "Financial Instruments: Disclosures" - Offsetting Financial Assets and Financial Liabilities (effective for annual periods beginning on or after 1 January 2013), Amendments to IFRS 9 "Financial Instruments" and IFRS 7 "Financial Instruments: Disclosures" - mandatory date of entry into force and transitional provisions, Amendments to IAS 12 "Income Taxes" - Deferred Tax: Recovery of Underlying Assets (effective for annual periods beginning on or after 1 January 2012), Amendments to IAS 32 "Financial Instruments: Presentation" - Offsetting Financial Assets and Financial Liabilities (effective for annual periods beginning on or after 1 January 2014), Amendments to various standards "Amendments to IFRS (2012)” - amendments introduced within the procedures for implementation of annual amendments to IFRS published on 17 May 2012 (IFRS 1, IAS 1, IAS 16, IAS 32 and IAS 34) focused primarily on resolving inconsistencies and clarifying vocabulary (effective for annual periods beginning on or after 1 January 2013),
Interpretation of IFRIC 20 "Settlement of waste removal costs incurred in surface mining activity
during the production phase of the mine" (effective for annual periods beginning on or after 1 January
2013).
The Management Boards of the Companies comprising ZPUE S.A. Capital Group did not take advantage of
the possibility of early adoption of these standards, amendments to standards and interpretations. In the
opinion of the Group the aforesaid standards, interpretations and amendments to the standards would not
exercise a material impact on the consolidated financial statements, if the same had been applied as at the
balance sheet date.
15 I PAGE
Consolidated interim statement of financial position of ZPUE S.A.
Capital Group (thousands PLN) 30.06.2011 31.12.2011 30.06.2012
A. Fixed assets 147,114 160,832 197,752
I Intangible assets 17,175 17,293 16,454
1. Cost of completed development work 12,541 12,998 12,472
2. Goodwill 0 0 0
3. Other intangible assets 4,634 4,295 3,982
II. Property, plant and equipment 117,770 119,587 155,563
1. Fixed assets 107,774 115,131 148,488
a) land (including perpetual usufruct right to the land) 7,554 7,554 17,503
b) buildings, commercial premises and civil engineering facilities 61,312 66,011 77,173
c) equipment and machinery 28,368 31,177 43,341
d) means of transport 9,402 8,248 7,912
e) other fixed assets 1,138 2,141 2,559
2. Fixed assets under construction 9,996 4,456 7,075
III. Long-term receivables 123 97 55
1. From associates 0 0 0
2. From other entities 123 97 55
IV. Long-term investments 11,378 23,097 24,134
1. Real estate 6,100 6,076 6,023
2. Intangible assets 0 0 0
3. Long-term financial assets 48 8,438 9,051
a) in associates 0 8,390 8,943
shares 0 8,390 8,943
other securities 0 0 0
granted loans 0 0 0
other long-term financial assets 0 0 0
b) in other entities 48 48 108
shares 48 48 108
other securities 0 0 0
granted loans 0 0 0
other long-term financial assets 0 0 0
4. Other long-term investments 5,230 8,583 9,060
V. Long-term deferred charges and accruals 668 758 1,546
1. Assets from deferred taxes 668 758 1,546
2. Other deferred charges and accruals 0 0 0
B. Current assets 143,562 172,319 177,678
I. Inventory 36,056 39,910 54,740
1. Materials 9,716 10,496 13,761
2. Semi-finished products and products in progress 24,316 27,065 36,016
3. Finished products 1,789 2,131 4,512
4. Goods 235 218 451
II. Short-term receivables 98,535 116,556 104,107
1. Receivables from associates 0 2,035 3,332
a) for deliveries and services, maturing within: 0 2,035 3,332
up to 12 months 0 2,035 3,332
in excess of 12 months 0 0 0
b) others 0 0 0
2. Receivables from other entities 98,535 114,521 100,775
a) for deliveries and services, maturing within: 89,507 108,644 94,697
up to 12 months 83,634 108,644 94,445
in excess of 12 months 5,873 0 252
b) from tax, subsidy, customs, social security and other benefits 81 244
398
c) others 8,947 5,633 5,680
d) claimed in court 0 0
III. Short-term investments 6,475 11,217 15,332
1. Short-term financial assets 6,475 11,217 15,332
a) in associates 0 0 0
shares 0 0 0
16 I PAGE
other securities 0 0 0
granted loans 0 0 0
other short-term financial assets 0 0 0
b) in other entities 0 0 0
shares 0 0 0
other securities 0 0 0
granted loans 0 0 0
other short-term financial assets 0 0 0
c) cash and other cash assets 6,475 11,217 15,332
cash in hand and at bank 390 4,987 9,193
other cash 6,085 6,230 6,139
other cash assets 0 0 0
2. Other short-term investments 0 0 0
IV. Short-term deferred charges and accruals 2,496 4,636 3,499
Total assets: 290,676 333,151 375,430
A. Equity capital (fund) 149,477 164,960 183,358
I. Stated capital (fund) 8,990 8,990 12,362
II. Called up stated capital (negative value) 0 0 0
III. Own shares for sale (negative value) 0 0 0
IV. Supplementary capital (fund) 102,254 101,722 166,263
Supplementary capital (capital adjustment) -2,464 -2,464 -41,681
V. Revaluation reserve capital (fund) 21,587 21,894 21,894
VI. Other reserve capital (fund) 936 936 936
VII. Profit (loss) from previous years 13,792 14,314 14,272
VIII. Net profit (loss) 4,372 19,558 9,239
IX. Write-offs on net profit during the financial year (negative value) 0 0 0
X. Uncontrolled shares 10 10 73
B. Liabilities and reserves for liabilities 141,199 168,191 192,072
I. Reserves for liabilities 9,465 9,556 13,096
1. Reserves for deferred income tax 8,325 8,607 11,377
2. Social security reserves (and similar reserves) 1,081 697 1,581
long-term 1,081 646 1,388
short-term 0 51 193
3. Other reserves 59 252 138
long-term 0 0 0
short-term 59 252 138
II. Long term liabilities 17,756 21,050 16,229
1. To associates 0 0 0
2. To other entities 17,756 21,050 16,229
a) credits and loans 14,587 19,268 15,277
b) issuance of debt securities 0 0 0
c) other financial liabilities 3169 1,782 952
d) others 0 0 0
III. Short-term liabilities 107,025 131,071 145,174
1. To associates 0 0 40
a) for deliveries and services, maturing within: 0 0 40
up to 12 months 0 0 40
in excess of 12 months 0 0 0
b) others 0 0 0
2. To others 107,025 131,071 145,134
a) credits and loans 30,729 27,099 44,544
b) issuance of debt securities 0 0 0
c) other financial liabilities 3,612 3,073 2,099
d) for deliveries and services, maturing within: 62,323 84,598 77,545
up to 12 months 62,323 84,598 77,545
in excess of 12 months 0 0 0
e) received advance payments for deliveries 1,245 4,231 1,724
f) liabilities on bills of exchange 0 0 0
g) from tax, customs, social security and other benefits 5,501 7,537 5,197
h) from remuneration 3,569 4,248 4,414
i) others 46 285 9,611
17 I PAGE
Consolidated interim profit and loss account of ZPUE S.A. Capital
Group (thousands PLN)
01.01.2011-
30.06.2011
01.01.2011-
31.12.2011
01.01.2012-
30.06.2012
A. Net revenue from sales of products, goods and materials,
including: 156,991 381,399 191,996
0 from associates 0 1,677 1,872
I. Net revenue from sale of products 123,493 310,682 172,384
II. Net revenue from sales of products, goods and materials 33,498 70,717 19,612
B. Cost of products, goods and materials sold, including: 128,259 307,983 151,578
0 to associates 0 1,408 1,637
I. Cost of producing goods sold 98,167 245,334 133,841
II. Value of goods and materials sold 30,092 62,649 17,737
C. Gross profit (loss) on sales (A-B) 28,732 73,416 40,418
D. Cost of sales 6,210 15,037 8,446
E. General administrative expenses 16,767 33,312 20,844
F. Profit (loss) on sales (C-D-E) 5,755 25,067 11,128
G. Other operating revenue 2,595 5,852 2,656
I. Profit on sales of non-financial fixed assets 1 187 15
II. Subsidies 609 1,364 1,496
III. Other operating revenue 1,985 4,301 1,145
H. Other operating costs 2,127 4,448 1,280
I. Loss on sales of non-financial fixed assets 39 0 45
II. Revaluation of non-financial fixed assets 623 1,606 140
III. Other operating costs 1,465 2,842 1,095
I. Operating profit (loss) (F+G-H) 6,223 26,471 12,504
J. Financial revenue 1,436 5,098 2,015
I. Share dividends, including: 2 2 2
0 from associates 0 0
II. Interest, including: 747 3,108 946
0 from associates 0 0 85
III. Profit on sale of investments 0 0
IV. Revaluation of investments 0 0
V. Others 687 1,988 1,067
K. Financial costs 2,161 6,559 3,097
I. Interest, including: 1,169 2,949 1,731
0 from associates 0 0
II. Loss on sale of investments 0 0
III. Revaluation of investments 0 0
IV. Others 992 3,610 1,366
L. Gross profit (loss) (L+/-M) 5,498 25,010 11,422
M. Income tax 1,125 5451 2,173
P. Net profit (loss) (N-O-P) 4,373 19,559 9,249
R. Financial result allocated to minority shareholders 1 1 10
S Financial result allocated to the group 4,372 19,558 9,239
IV. Accruals and deferred income 6,953 6,514 17,573
1. Negative goodwill 0 0 0
2. Other deferred charges and accruals 6,953 6,514 17,573
long-term 386 322 15,293
short-term 6,567 6,192 2,280
Total liabilities: 290,676 333,151 375,430
18 I PAGE
Consolidated interim statement of comprehensive income of ZPUE
S.A. Capital Group (in thousand PLN)
from 01.01.2011
to 30.06.2011
from 01.01.2011 to
31.12.2011
from 01.01.2012
to 30.06.2012
Net profit (loss) 4,373 19,559 9,249
Other total revenue: 0 0 0
Financial assets available for sale 0 0 0
Collateral on cash flow 0 0 0
Change in the surplus from reappraisal 0 0 0
Other income 0 0 0
Income tax on other elements of total income 0 0 0
Total other revenue after tax 0 0 0
Total income 4,373 19,559 9,249
Consolidated interim cash flow statement of ZPUE S.A. Capital Group
(thousands PLN) 30.06.2011 31.12.2011 30.06.2012
A. Cash flows from operating activities
I. Gross profit (loss) 5,498 25,010 11,422
II. Total adjustments: 6,803 13,441 -14,635
1. Depreciation 5,927 11,973 8,226
2. Exchange gains (losses) -13 13 20
3. Interest and profit sharing (dividend) 1,582 2,823 1,652
4. Profit (loss) on investment activities 39 -187 31
5. Change in reserves -213 -394 -489
6. Change in inventory -7,693 -11,546 -7,895
7. Change in receivables 12,131 -5,874 7,422
8. Change in short-term liabilities (excluding credits and loans) -4,424 24,570 -21,504
9. Change in prepayments and accruals 85 -2,544 -99
10. Income tax paid -672 -5,435 -1,999
11. Other adjustments 53 42 0
III. Net cash flows from operating activities (I+/-II) 12,301 38,451 -3,213
B. Cash flows from investment activities 0 0
I. Inflows 208 619 247
1. Disposal of intangible assets and property, plant and equipment 206 617 229
2. Disposal of investments in real property and in intangible assets 0 0 0
3. Inflows from financial assets 2 2 18
4. Other inflows from investment activities 0 0 0
II. Outflows 17,668 37,540 12,986
1. Acquisition of intangible assets and property, plant and equipment 17,668 29,150 12,509
2. Investments in real property and in intangible assets 0 0 0
3. Spending on financial assets 0 8,390 449
4. Other outflows from investment activities 0 0 28
III. Net cash flows from investment activities (I-II) -17,460 -36,921 -12,739
C. Cash flows from financial activities
I. Inflows 26,573 38,666 33,210
1. Net inflows from issuance of shares and other instruments 0 0 0
2. Credits and loans 26,573 38,666 22,486
19 I PAGE
3. Issuance of debt securities 0 0 0
4. Other inflows from financial activities 0 0 10,724
II. Outflows 15,086 29,212 13,963
1. Purchase of own shares 0 0 0
2. Dividends and other payments to shareholders 0 0 0
3. Profit distribution liabilities other than profit distribution payments
to shareholders 0 0 0
4. Repayment of credits and loans 11,476 22,631 9,031
5. Redemption of debt securities 0 0 0
6. From other financial liabilities 0 0 0
7. Payment of liabilities arising from financial leases 2,026 3,876 3,202
8. Interest 1,584 2,705 1,730
9. Other outflows from financial activities 0 0 0
III. Net cash flows from financial activities (I-II) 11,487 9,454 19,247
D. Total net cash flows (A.III+/-B.III+/-C.III) 6,328 10,984 3,295
E. Balance sheet change in cash, including: 6,228 10,971 3,273
0 change in cash due to exchange rate differences 100 13 22
F. Cash opening balance 161 161 11,087
G. Closing balance of cash (F+/-D), including: 6,489 11,145 14,382
0 of limited disposability 0 0
Consolidated interim statement of changes in equity of ZPUE
S.A.Capital Group (in thousand PLN) (thousands PLN)
30.06.2011 31.12.2011 30.06.2012
I. Opening balance of equity (OB) 144,977 144,977 164,960
- valuation adjustments 0 0
I.a. Opening balance of equity capital (fund) (OB), adjusted 144,977 144,977 164,960
1. Opening balance of stated capital (fund) 8,990 8,990 8,990
1.1. Changes in stated capital (fund) 0 0 3,372
a) increase (due to) 0 0 3,372
- share issue (stock issue) 0 0 0
- increases in capital from net profit 0 0 3,372
b) decrease (due to) 0 0 0
- redemption of shares 0 0 0
1.2. Closing balance of stated capital (fund) 8,990 8,990 12,362
2. Opening balance of called up stated capital 0 0 0
2.1. Change in called up stated capital 0 0 0
a) increase (due to) 0 0 0
b) decrease (due to) 0 0 0
2.2. Closing balance of called up stated capital 0 0 0
3. Opening balance of own shares 0 0 0
a) increase 0 0 0
b) decrease 0 0 0
3.1. Closing balance of own shares 0 0 0
4. Opening balance of supplementary capital (fund) 87,174 87,174 101,722
4.1. Changes in supplementary capital (fund) 15,080 14,548 64,541
a) increase (due to) 15,081 15,081 64,541
- issue of shares above face value 0 0 53,909
- from profit distribution (statutory) 0 0 0
- from profit distribution (above the statutory value) 15,081 15,081 10,632
- other increases 0 0 0
b) decrease (due to) 1 533 0
- loss coverage 1 1 0
- consolidation adjustments 0 532 0
4.2. Closing balance of supplementary capital (fund) 102,254 101,722 166,263
5.0
Supplementary capital (capital adjustment) from the
application of the merger method other than defined in
IFRS 3 to Opening Balance -2,464 -2,464 -2,464
20 I PAGE
5.1.
Changes in supplementary capital (capital adjustment)
from the application of the merger method other than
defined in IFRS 3 to Opening Balance 4 0 -39,217
a) increase (due to) 4 0 0
b) decrease (due to) 0 39,217
5.2.
Supplementary capital (capital adjustment) from the
application of the merger method other than defined in
IFRS 3 to Closing Balance -2,460 -2,464 -41,681
5. Opening balance of revaluation reserve capital (fund) 0 21,587 21,894
5.1. Changes in revaluation reserve capital (fund) 0 307 0
a) increase (due to) 0 0 3
b) decrease (due to) 0 307 3
- disposal of property, plant and equipment 0 0 3
5.2. Closing balance of revaluation reserve capital (fund) 0 21,894 21,894
6. Opening balance of other reserve capitals (funds) 936 936 936
6.1. Changes in other reserve capitals (funds) 0 0 0
a) increase (due to) 0 0 0
b) decrease (due to) 0 0 0
6.2. Closing balance of other reserve capitals (funds) 936 936 936
7. Opening balance of Minority capital 9 9 10
Changes in capital 1 1 63
increase 1 1 63
decrease 0 0 0
7.1 Minority capital at the end of the year 10 10 73
8. Opening balance of previous years' profit (loss) 50,333 28,746 33,872
8.1. Opening balance of previous years' profit 50,333 28,746 33,872
- adjustments of fundamental errors 0 0
8.2. Opening balance of previous years' profit after adjustments 50,333 28,746 33,872
a) increase (due to) 122 116 34
- distribution of previous years'� profit 107 0 34
- revaluation of fixed assets 15 0 0
b) decrease from/of profit division 15,081 14,549 19,633
-other decrease 0 0 0
8.3. Closing balance of previous years' profit 35,374 14,314 14,273
8.4. Opening balance of previous years' loss 0 0 0
- adjustments of fundamental errors 0 0 0
8.5. Opening balance of previous years' loss after adjustments 0 0 0
a) increase (due to) 0 0 0
- re-booking of previous years' loss to be covered 0 0 0
b) decrease (due to) 0 0 0
8.6. Closing balance of previous years' loss 0 0 0
8.7. Closing balance of previous years' profit (loss) 35,374 14,314 14,273
9. Net result 4,372 19,558 9,239
a) net profit 4,372 19,558 9,239
b) net loss 0 0 0
c) write-offs on profit 0 0 0
II. Closing balance of equity (CB) 149,477 164,960 183,358
Equity capital attributable to the Capital Group 149,467 164,950 183,285
Equity capital attributable to uncontrolled shares 10 10 73
Selected consolidated financial data thousands PLN thousands EUR
21 I PAGE
30.06.2011 30.06.2012 30.06.2011 30.06.2012
I. Consolidated net revenue from sales
of products, goods and material 156,991 191,996 39,571 45,447
II. Profit (loss) on operating activities 6,223 12,504 1,569 2,960
III. Gross profit (loss) 5,498 11,422 1,386 2,704
IV. Net profit (loss) 4,373 9,249 1,102 2,189
V. Net cash flows from operating
activities 12,301 -3,213 3,101 -761
VI. Net cash flows from investment
activities -17,460 -12,739 -4,401 -3,015
VII. Net cash flows from financial
activities 11,487 19,247 2,895 4,556
VIII. Total net cash flows 6,328 3,295 1,595 780
IX. Number of shares 1,018,127 1,400,000 1,018,127 1,400,000
X. Profit (loss) per ordinary share 4.15 6.57 1.05 1.56
XI. Diluted profit (loss) per ordinary
share 4.15 6.57 1.05 1.56
XII. Declared or paid dividend per
ordinary share 0.00 6.40 0.00 1.51
Selected consolidated financial data thousands PLN thousands EUR
31.12.2011 30.06.2012 31.12.2011 30.06.2012
I. Total assets 333,151 375,430 75,428 88,102
II. Liabilities and reserves for
liabilities 168,191 192,072 38,080 45,074
III. Long term liabilities 21,050 16,229 4,766 3,808
IV. Short-term liabilities 131,071 145,174 29,676 34,068
V. Equity capital 164,960 183,358 37,348 43,029
VI. Share capital 8,990 12,362 2,035 2,901
VII. Number of shares 1,018,127 1,400,000 1,018,127 1,400,000
VIII. Book value per share 162.02 130.97 36.68 30.73
IX. Diluted book value per share 117.83 130.97 26.68 30.73
Selected consolidated financial data included in the financial statements for the first six months of 2012 were
calculated according to the following PLN/EUR exchange rates:
- individual balance sheet assets and liabilities of the statement of financial position are calculated
according to the average EUR rate applicable on 29 June 2012, as set by the National Bank of
Poland, i.e. 4.2613 PLN and on 31 December 2011 – 4.4168 PLN.
- individual items on the profit and loss account and cash flow account are converted to EUR
according to the rate which was the arithmetical average of the average rates set by the National
Bank of Poland and applicable on the last day of each financial year:
- for the period January - June 2012 – 4.2246 PLN.
- for the period January - June 2011 – 3.9673 PLN.
EUR exchange rate to calculate the items of profit and loss account and cash flow statement:
Arithmetic mean of average NBP EUR exchange rates at the end of each month for the period 01.01-
30.06.2012
22 I PAGE
Table Month EUR rate
21/A/NBP/2012 dated 31.01.2012 January 4.2270
42/A/NBP/2012 dated 29.02.2012 February 4.1365
64/A/NBP/2012 dated 30.03.2012 March 4.1616
84/A/NBP/2012 dated 30.04.2012 April 4.1721
105/A/NBP/2012 dated 31.05.2012 May 4.3889
125/A/NBP/2012 dated 29.06.2012 June 4.2613
Average EUR rate 4.2246
Arithmetic mean of average NBP EUR rates at the end of each month for the period 01.01.-30.06.2011
Table Month EUR rate
20/A/NBP/2011 dated 31.01.2011 January 3.9345
40/A/NBP/2011 dated 28.02.2011 February 3.9763
63/A/NBP/2011 dated 31.03.2011 March 4.0119
83/A/NBP/2011 dated 29.04.2011 April 3.9376
104/A/NBP/2011 dated 31.05.2011 May 3.9569
125/A/NBP/2011 dated 30.06.2011 June 3.9866
Average EUR rate 3.9673
The exchange rates adopted for the valuation of the assets and liabilities expressed in foreign currencies as of
the balance sheet date:
NBP average EUR rate on 29.06.2012 – Table 125/A/NBP/2012 – 4.2613 PLN
NBP average USD rate on 29.06.2012 – Table 125/A/NBP/2012 – 3.3885 PLN
NBP average LVL rate on 29.06.2012 – Table 125/A/NBP/2012 – 6.1182 PLN
NBP average EUR rate on 31.12.2011 – Table 252/A/NBP/2011 – 4.4168 PLN
NBP average USD rate on 31.12.2011 – Table 252/A/NBP/2011 – 3.4174 PLN
NBP average LVL rate on 31.12.2011 – Table 252/A/NBP/2011 – 6.3120 PLN
NBP average EUR rate on 30.06.2011 – Table 125/A/NBP/2011 – 3.9866 PLN
NBP average USD rate on 30.06.2011 – Table 125/A/NBP/2011 – 2.7517 PLN
NBP average LVL rate on 30.06.2011 – Table 125/A/NBP/2011 – 5.6205 PLN
Consolidated earnings per ordinary share for the first six months of 2012 were calculated by dividing the
consolidated net profit attributable to ordinary shares in the capital group, i.e. PLN 8,539,000, by the number
of ordinary shares: 1,300,000 Consolidated earnings per ordinary share as at 30.06.2012 amounts to PLN
6.57.
Consolidated earnings per ordinary share for the first six months of 2011 were calculated by dividing the
consolidated net profit attributable to ordinary shares in the capital group, i.e. PLN 1,737,000, by the number
of ordinary shares: 418,127 Consolidated earnings per ordinary share as at 30.06.2011 amounts to PLN 4.15.
It is the opinion of the Management Board of ZPUE S.A. that there were/there will be no events diluting the
consolidated earnings per ordinary share both during the first six months of 2012 and during the first six
months of 2011.
Consolidated book value per share during the first six months of 2012 was calculated as the ratio of
consolidated equity capital of PLN 183,358,000 and the total number of shares: 1,400,000. Consolidated
book value per share as at 30.06.2012 amounted to PLN 130.97.
Consolidated book value per share in 2011 was calculated as the ratio of consolidated equity capital of PLN
164,960,000 and the total number of shares: 1,018,127. Consolidated book value per share as at 31.12.2011
amounted to PLN 162.02.
Diluted consolidated book value per share in 2011 was calculated as the ratio of the equity capital of PLN
164,960,000 and the total number of shares after dilution i.e. 1,400,000. Diluted book value per share as at
31.12.2011 amounted to PLN 117.83.
It is the opinion of the Management Board of ZPUE S.A. that there will be no events diluting the
consolidated earnings per ordinary share during the first six months of 2012.
Explanatory notes to the Statement of the Financial Standing
23 I PAGE
1. Changes in intangible assets
Consolidated intangible assets
thousands PLN
30.06.2011 30.06.2012
a) costs of completed development work 12,541 12,473
b) goodwill 0 0
c) concessions, patents, licences and other assets, including: 4,189 3,512
-computer software 1,859 1,455
d) other intangible assets 445 469
Total intangible assets 17,175 16,454
24 I PAGE
CHANGES IN CONSOLIDATED INTANGIBLE ASSETS (BY TYPE)
thousands PLN
a b c d e
total intangible assets
cost of completed development work
goodwill
concessions, patents, license and other
assets, including other intangible
assets
advance payments
towards intangible
assets -computer software
a) opening balance of gross value of intangible assets 19,589 0 7,768 4,723 1,820 0 29,177
b) increases (due to) 521 0 0 0 0 0 521
- purchase 521 0 0 0 0 0 521
-developed by the company 0 0 0 0 0 0 0
c) deductions (due to) 0 0 14 14 0 0 14
-liquidation 0 0 14 14 0 0 14
-sales 0 0 0 0 0 0 0
d) closing balance of gross value of intangible assets 20,110 0 7,754 4,709 1,820 0 29,684
e) opening balance of accumulated depreciation 6,518 0 3,681 2,830 1,413 0 11,613
f) depreciation for the period (due to) 1,119 0 442 306 56 0 1,617
-write-offs 1,119 0 442 306 56 0 1,617
-decreases (sale, liquidation) 0 0 0 0 0 0 0
g) closing balance of accumulated depreciation 7,637 0 4,123 3,135 1,469 0 13,230
h) opening balance of write-offs due to permanent impairment loss 0 0 0 0 0 0 0
-increases 0 0 0 0 0 0 0
-decreases 0 0 0 0 0 0 0
i) closing balance of write-offs due to permanent impairment loss 0 0 0 0 0 0 0
j) closing balance of net value of intangible assets 12,473 0 3,631 1,574 351 0 16,454
25 I PAGE
CONSOLIDATED INTANGIBLE ASSETS (OWNERSHIP STRUCTURE)
thousands PLN
30.06.2011 30.06.2012
a) proprietary 17,175 16,454
b) used based under the tenancy, rental or other agreement, including lease agreement, including: 0 0
Total intangible assets 17,175 16,454
2. Changes in fixed assets
CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT
thousands PLN
30.06.2011 30.06.2012
a) fixed assets, including 107,774 148,488
-land (including perpetual usufruct right to the land) 7,554 17,503
-buildings, commercial premises and civil engineering facilities 61,312 77,173
-equipment and machinery 28,368 43,341
-means of transport 9,402 7,912
-other fixed assets 1,138 2,559
b)fixed assets under construction 9,996 7,075
Property, plant and equipment, total 117,770 155,563
26 I PAGE
CHANGES IN CONSOLIDATED FIXED ASSETS (BY TYPE)
thousands PLN
-land (including perpetual usufruct right to the land)
-buildings, commercial
premises and civil
engineering facilities
-equipment and machinery
-means of transport
-other fixed assets
Fixed assets, total
a)opening balance of gross value of fixed assets 15,995 81,094 70,901 15,552 5,224 188,766
b) increases (due to) 1,548 1,199 6,440 3,647 429 13,263
-purchase 1,548 1,199 6,309 2,992 429 12,477
-developed by the company 0 0 0 0 0 0
- adoption of the lease 0 0 131 655 0 786
c) deductions (due to) 0 0 577 3,362 21 3,961
- value adjustments 0 0 309 2,696 18 3,023
-sales 0 0 268 666 4 937
d) closing balance of gross value of fixed assets 17,543 82,292 76,764 15,837 5,632 198,068
e)opening balance of accumulated depreciation 0 4,311 30,314 7,052 2,773 44,451
f) depreciation for the period (due to) 0 808 3,108 873 300 5,089
-write-offs 0 808 3,486 1,123 319 5,736
-decreases (sale, liquidation) 0 0 -378 -249 -19 -647
g)closing balance of accumulated depreciation 0 5,119 33,422 7,925 3,073 49,540
h)opening balance of write-offs due to permanent impairment loss 39 0 0 0 0 39
-increases 0 0 0 0 0 0
-decreases 0 0 0 0 0 0
i) closing balance of write-offs due to permanent impairment loss 39 0 0 0 0 39
j) closing balance of net value of fixed assets 17,503 77,173 43,341 7,912 2,559 148,488
27 I PAGE
Consolidated balance sheet fixed assets (ownership structure)
thousands PLN
30.06.2011 30.06.2012
a) proprietary 97,451 140,748
b) used under the tenancy, rental or other agreement, including lease agreement 10,323 7,740
Balanced fixed assets, total 107,774 148,488
Consolidated fixed assets recognised off-balance sheet
thousands PLN
30.06.2011 30.06.2012
Used under the tenancy, rental or other agreement, including lease agreement 550 550
Fixed assets recognised off-balance sheet, total 550 550
3. Long-term receivables
Consolidated long-term receivables thousands PLN
30.06.2011 30.06.2012
a) from associates 0 0
b) from other entities 123 55
Net long-term receivables 123 55
c) allowance for uncollectible accounts 16 7
Gross long-term receivables 139 62
Changes in long-term allowance for uncollectible accounts (thousands PLN)
30.06.2011 30.06.2012
a) opening balance 58 13
b) increases due to: 0 0
c) deductions due to 42 6
d) closing balance of long-term allowance for uncollectible accounts 16 7
4. Long-term investments
4.1 Real estate
Change in the consolidated value of the real property thousands PLN
30.06.2011 30.06.2012
a) opening balance 6,150 6,076
b) increases due to: 0 0
c) decreases 50 53
d) closing balance 6,100 6,023
28 I PAGE
4.2. Long-term financial assets
As at the balance sheet date, ZPUE SA holds:
• 28 shares in: Przedsiębiorstwo Aparatów i Konstrukcji Energetycznych ZMER Sp. z o.o. in Kalisz, having the
total value of PLN 47,600.00. The shares owned by ZPUE SA represent 3.92% of the share capital and entitle to exercise
3.92% of votes in the total number of votes at the AGM. In 2012, ZPUE SA received from: Przedsiębiorstwo Aparatów i
Konstrukcji Energetycznych ZMER Sp. z o.o. in Kalisz, a dividend of PLN 2,490.00.
• 14,986 shares of ZPUE Gliwice sp. z o.o. representing 99.91% of the share capital of the said company and
entitling to 99.91% of votes at the Shareholders' Meeting of ZPUE Gliwice sp. z o.o. The value of the acquired shares
amounts to PLN 12,118,928.00. The share capital of ZPUE Gliwice sp. z o.o. amounts to PLN 1,500,000.00 and is
divided into 15,000 shares of the value of PLN 100.00 per share.
• 1,870,439 shares of Elektromontaż-1 Katowice S.A., representing 99.32% of its share capital and entitling to
99.32% of the votes at the General Shareholders' Meeting of Elektromontaż-1 Katowice S.A. The value of the acquired
shares amounts to: PLN 26,074,288.44; and following the appraisal made by the independent auditor, the value of the
acquired shares amounts to: PLN 34,026,050.00. The share capital of Elektromontaż-1 Katowice SA amounts to PLN
6,628,902.72 and is divided into 1,883,211 shares of the value of PLN 3.52 PLN.
• 2 shares of ZPUE Tools Sp. z o.o. representing 100% of the share capital of the said company and entitling to
100% of votes at the Shareholders' Meeting of ZPUE Tools Sp. z o.o. The value of the acquired shares amounts to: PLN
17,676,901.17; and following the appraisal made by the independent auditor, the value of the acquired shares amounts to:
PLN 23,063,290.00. The share capital of ZPUE Tools Sp. z o.o. amounts to PLN 60,000.00 and is divided into 12 shares
of the value of PLN 5,000.00 per share.
• 300 shares of ZPUE Poles Sp. z o.o. representing 100% of the share capital of the said company and entitling to
100% of votes at the Shareholders' Meeting. The value of the acquired shares amounts to: PLN 13,529,760.39; and
following the appraisal made by the independent auditor, the value of the acquired shares amounts to: PLN
17,653,210.00. The share capital of ZPUE Poles Sp. z o.o. amounts to PLN 15,000.00, and is divided into 300 shares of
the value of PLN 50.00 per share.
• The share in "Zavod Blochnykh Komplektnykh Transformatornykh Podstantzy" OOO at the Urban Settlement
of Tolmachevo (Leningrad Oblast, Russian Federation) representing 51% of the share capital of the said company and
authorizing ZPUE S.A. to 51% of votes at the Shareholders' Meeting of the company. The value of the acquired share
amounts to PLN 1,131,469.62. The share capital of: "Zavod Blochnykh Komplektnykh Transformatornykh Podstantzy"
OOO amounts to RUB 10,000.00.
• The share in "Promyshlennye investicii" OOO at the Urban Settlement of Tolmachevo (Leningrad Oblast,
Russian Federation) representing 51% of the share capital of the said company and entitling ZPUE S.A. to 51% of votes
at the Shareholders' Meeting of the company. The value of the acquired shares amounts to: PLN 7,231,469.62. The share
capital of the company "Promyshlennye investicii" OOO amounts to RUB 85,000,000.00.
• The share in ZPUE Ukraina Sp. z o.o. (Dnipropetrovsk Oblast, Ukraine) representing 80% of the share capital
of the said company and entitling ZPUE S.A. to 80% of votes at the Shareholders' Meeting of the company. The value of
the acquired shares amounts to: PLN 36,644.72. The share capital of "ZPUE Ukraina Sp. z o.o." amounts to EUR
8,000.00.
• The share in ZPUE Trade, s.r.o. (ZPUE Trade) in Napajedla (Czech Republic), representing 73.33% of the
share capital of the said company and entitling ZPUE S.A. to 73.33% of votes at the Shareholders' Meeting of the
company. The value of the acquired shares amounts to: PLN 442,447.05. Share capital of the company amounts to CZK
210.000,00.
• The interest in ZPUE Balkani, EOOD in Sofia (Republic of Bulgaria), representing 100% of the share capital of
the said company and authorizing ZPUE S.A. to 100% of votes at the Shareholders' Meeting of the company. Share
capital of the company amounts to BGN 300. The value of the acquired shares amounts to: 1,179.34
The following financial statements have been subject to consolidation: of ZPUE S.A., of ZPUE Gliwice Sp. z o.o., of
Elektromontaż-1 Katowice S.A., of ZPUE Tools Sp Z o.o., and of ZPUE Poles Sp. Z o.o. Shares in the above companies
have been excluded from the consolidated financial statements. Financial statements of the following subsidiaries have
not been subject to consolidation: "Zavod Blochnykh Komplektnykh Transformatornykh Podstantzy" OOO,
"Promyshlennye investicii" OOO, ZPUE Ukraina Sp. z o.o. (Dnipropetrovsk Oblast, Ukraine), ZPUE Trade, s.r.o. (ZPUE
Trade) and ZPUE Balkani, EOOD. This has been due to their minor significance for the Group's consolidated statements
and due to the fact that the costs of procuring reliable financial information would exceed the economic benefits from
procurement and presentation thereof.
29 I PAGE
Consolidated long-term financial assets thousands PLN
30.06.2011 30.06.2012
a) in subsidiaries 0 8,943
b) in related entities 0 0
c) in affiliates 0 0
d) in a significant investor 0 0
e) in partner of a related entity 0 0
f) in other entities 48 108
- shares 48 108
Long-term financial assets, total 48 9,051
Change to long-term consolidated financial assets
thousands PLN
30.06.2011 30.06.2012
a) opening balance 48 8,597
b) increases due to: 0 454
c) decreases due to 0 0
d) closing balance 48 9,051
Consolidated securities, shares and other long-term financial assets (by
transferability)
thousands PLN
30.06.2011 30.06.2012
A. with unlimited transferability, listed on stock exchanges (carrying value) 0 0
a) shares 0 0
b) bonds 0 0
c) others 0 0
B. with unlimited transferability, listed on the Over-The-Counter market
(carrying value) 0 0
a) shares 0 0
b) bonds 0 0
c) others 0 0
C. with unlimited transferability, not listed on a regulated market (carrying
value) 48 9,051
a) shares 48 9,051
b) bonds 0 0
c) others 0 0
D. with limited transferability (carrying value) 0 0
a) shares 0 0
b) bonds 0 0
c) others 0 0
The value at cost, total 48 9,051
Opening balance, total 48 8,437
Value adjustments (for the period), total 0 0
Total carrying value 48 9,051
Consolidated securities, shares and other long-term financial assets
(currency structure) unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 48 9,051
b) in foreign currency (by currency and after conversion to PLN) 0 0
- other currencies 0 0
Securities, shares and other long-term financial assets, total 48 9,051
30 I PAGE
4.3. Other long-term investments
Other consolidated long-term investments (by type) thousands PLN
30.06.2011 30.06.2012
Other long-term investments, total 5,230 9,060
Change in consolidated other long-term investments (by type)
thousands PLN
30.06.2011 30.06.2012
a) opening balance 4,566 11,272
b) increases due to: 1,581 0
c) decreases due to 917 2,212
d) closing balance 5,230 9,060
Consolidated other long-term investments (currency structure) unit currency thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 5,230 9,060
b) in foreign currency (by currency and after conversion to PLN) 0 0
- other currencies
Other long-term investments, total 5,230 9,060
5. Long-term deferred charges and accruals:
5.1. Assets from deferred taxes:
Change in consolidated assets from deferred income tax thousands PLN
30.06.2011 30.06.2012
1. Opening balance of assets from deferred income tax, including: 718 1,603
a) reflected in financial result 718 1,603
b) reflected in equity capital 0 0
c) reflected in goodwill or negative goodwill 0 0
2.Increases 101 97
a) reflected in financial result of the period due to negative temporary differences,
due to: 101 97
b) reflected in financial result of the period due to loss on taxes 0 0
c) reflected in equity due to negative temporary differences (due to provisions for
retirement and death benefits) 0 0
d) reflected in equity capital due to loss on taxes (due to) 0 0
e) reflected in goodwill or negative goodwill due to negative temporary differences
(due to) 0 0
3.Decreases 151 154
a) reflected in financial result of the period due to the settlement costs that were not
tax deductible expenses in previous year 151 154
b) reflected in financial result of the period due to loss on taxes 0 0
c) reflected in equity capital due to negative temporary differences 0 0
d) reflected in equity capital due to loss on taxes (due to) 0 0
e) reflected in goodwill or negative goodwill due to negative temporary differences
(due to) 0 0
4. Total closing balance of assets from deferred income tax, including: 668 1,546
a) reflected in financial result 668 1,546
31 I PAGE
5.2. Other deferred charges and accruals
Other consolidated deferred charges and accruals thousands PLN
30.06.2011 30.06.2012
a) prepaid costs 0 0
b) other deferred charges and accrual 0 0
Other deferred charges and accruals, total 0 0
Current assets
I. Inventory
Consolidated stocks thousands PLN
30.06.2011 30.06.2012
a)materials 9,734 13,761
b)semi-finished products and production in progress 24,104 36,016
c)finished goods 1,983 4,512
d)goods 235 451
Total inventory 36,056 54,740
II. Short-term receivables
Consolidated short-term receivables thousands PLN
30.06.2011 30.06.2012
a)from associates 0 3,332
b)receivables from other entities 98,535 100,775
-for goods and services, maturing within: 89,507 94,697
- up to 12 months 83,634 94,445
- in excess of 12 months 5,873 252
from tax, subsidy, customs, social security and other benefits 81 398
- claimed at court 0 0
-others 8,947 5,680
Net short-term receivables, total 98,535 104,107
c)allowance for uncollectible accounts 6,176 9,835
Gross short-term receivables, total 104,711 113,942
Short-term receivables from associates thousands PLN
30.06.2011 30.06.2012
a)for deliveries and services, including: 0 3,332
b)other, including 0 0
d)claimed at court, including 0 0
Total net short-term receivables from associates 0 3,332
c)allowance for uncollectible accounts from associates 0 814
Total gross short-term receivables from associates 0 4,146
Changes in consolidated short-term allowance for uncollectible accounts
thousands PLN
30.06.2011 30.06.2012
Opening balance 6,118 10,118
a) increase (due to) - write-down 1,283 1,024
b) decrease (due to) 1,225 1,307
- dissolution 1,225 1,307
Closing balance of short-term allowance for uncollectible accounts 6,176 9,835
32 I PAGE
Consolidated gross short-term liabilities (currency
structure) unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 99,694 104,982
b) in foreign currency (by currency and after conversion to PLN) 5,017 8,960
- 1 EUR 4,925 8,661
- 1 LVL 91 126
- 1 USD 1 173
Total short-term receivables 104,711 113,942
Consolidated gross receivables from deliveries and services -
maturing after balance date
thousands PLN
30.06.2011 30.06.2012
a)up to 1 month 30,635 36,890
b)1 to 3 months 22,961 29,327
c)3 to 6 months 3,051 16
d)6 months to 1 year 610 30
e)more than 1 year 5,890 241
f)overdue receivables 32,270 41,282
Gross receivables from deliveries and services, total 95,417 107,786
g)allowances for uncollectible accounts from deliveries and services 5,910 9,757
Net receivables from provision of deliveries and services, total 89,507 98,029
Trade receivables and services associated with the normal course of sales are the receivables maturing within
one month.
Consolidated gross receivables from deliveries and services - with a
breakdown of receivables outstanding during the period
thousands PLN
30.06.2011 30.06.2012
a)up to 1 month 9,893 14,697
b)1 to 3 months 7,997 9,427
c)3 to 6 months 6,163 5,865
d)6 months to 1 year 4,484 3,168
e)more than 1 year 3,733 8,125
Overdue gross receivables from deliveries and services (total) 32,270 41,282
g) allowance for uncollectible accounts from deliveries and services,
overdue 5,910 9,757
Overdue net receivables from deliveries and services, total 26,360 31,525
III. Short-term investments
3.1. Short-term financial assets
Consolidated short-term financial assets thousands PLN
30.06.2011 30.06.2012
a)in subsidiaries 0 0.00
b) in related entities 0 0.00
c) in affiliates 0 0.00
d) in a significant investor 0 0.00
e) in partner of a related entity 0 0.00
b) in Parent Company 0 0.00
g) cash and other cash assets 6,475 15,332
-cash in hand and at bank (PLN) 390 9,172
-other cash 6,085 6,160
Short-term financial assets, total 6,475 15,332
33 I PAGE
Consolidated cash and other cash assets (currency
structure) unit currency
in PLN
30.06.2011 30.06.2012
a) in Polish currency 6,409 12,206
b) in foreign currency (by currency and after conversion to PLN) 65 3,126
Total cash and other cash assets 6,475 15,332
3.2. Other short-term investments
Other consolidated long-term investments (by type) thousands PLN
30.06.2011 30.06.2012
Other short-term investments, total 0 0
IV. Short-term deferred charges and accruals
Consolidated short-term deferred charges and accruals thousands PLN
30.06.2011 30.06.2012
a) prepaid costs, including: 801 1,711
- settlement of insurance 298 378
- settlement related to the prepayment of subscriptions 20 233
- banking services to be settled 23 14
- property tax 0 423
- unperformed services 0 460
other 460 203
b) VAT to be settled in subsequent periods 1,695 1,788
Short-term deferred charges and accruals, total 2,496 3,499
Liabilities
Structure of share capital as at 30.06.2012:
series Type of shares Type of privilege Number of
shares
Value of issue by
its nominal value
Method of
paying the
capital
A registered,
preference
voting rights:
One share entitles to cast five
votes at the AGM,
dividend:
2 units above the rediscount
rate of the domestic bills of
exchange issued by National
Bank of Poland
100,000 PLN 883,000.00. contribution
in kind
A ordinary bearer
shares none 500,000 PLN 4,415,000.00.
Contribution
in kind
(conversion
from
registered
shares)
34 I PAGE
B ordinary bearer
shares none 233,250 PLN 2,059 597.50 cash
C ordinary bearer
shares none 106,750 PLN 942,602.50 cash
D ordinary bearer
shares none 18,127 PLN 160,061.41 cash
E ordinary bearer
shares none 60,000 PLN 529,800.00 cash
f. ordinary bearer
shares none 381,873 PLN 3,371,938.59
Contribution
(shares)
Total 1,400 000 PLN
12,362,000.00
Nominal value of one share = PLN 8.83
As a result of payment for the F Shares, the Company's Management Board issued to KORONEA S.à r.l. a
collective certificate covering 381,873 ordinary F bearer shares. Upon issue of the certificate of shares,
pursuant to article 452 of the Code of Commercial Companies, the Company's share capital has been
increased by PLN 3,371,938.59.
As a result, the share capital of ZPUE S.A. amounts to PLN 12,362,000.00, and consists of 1,400,000 shares
with a nominal value of PLN 8.83.
The 1.400.000 shares consisted of: 100,000 A series registered privileged shares and 1,300,000 ordinary
bearer shares.
The increased capital was paid with a non-cash contribution, i.e. with shares of Elektromontaż 1 Katowice
S.A., ZPUE Poles Sp. z o.o. and ZPUE Tools Sp. z o.o. The value resulting from the investment agreement of
14 November 2011, i.e. the amount equal to the total value of F shares issue (PLN 57,280,950.00), was
assumed as the pooling cost with respect to the accepted shares. However, taking account of the appraisal
made by the independent auditor, the value of the acquired asset was revaluated to the fair value resulting
from the appraisal, i.e. to PLN 74,496,628.34.
The revaluation results were recognized under the revaluation capital. The revaluation reserve capital was
adjusted by the reserve for deferred tax from the revaluation of the assets.
A. Liabilities and reserves for liabilities
Reserves for deferred income tax
Change in consolidated reserves from deferred income tax thousands PLN
30.06.2011 30.06.2012
1. Opening balance of reserve from deferred taxes, including: 8,493 11,415
a) reflected in financial result 2,443 5,662
b) reflected in equity due to adjustments of depreciation of fixed assets 6,050 5,753
c) reflected in goodwill or negative goodwill 0 0
2.Increases 42 269
a) reflected in financial result due to positive temporary differences 42 269
b) reflected in equity capital due to positive temporary differences (due to depreciation) 0 0
c) reflected in goodwill or positive temporary differences 0 0
3.Decreases 210 307
a) reflected in financial result due to positive temporary differences (due to
depreciation) 210 307
b) reflected in equity capital due to positive temporary differences 0 0
c) reflected in goodwill or negative goodwill due to positive temporary differences (due to) 0 0
4. Closing balance of reserve from deferred taxes, total
8,325 11,377
a) reflected in financial result 2,275 5,624
35 I PAGE
b) reflected in equity capital 6,050 5,753
c) reflected in goodwill or negative goodwill 0 0
Reserves for liabilities
Changes in consolidated long-term provisions for pensions and similar benefits
(by title)
thousands PLN
30.06.2011 30.06.2012
a) opening balance 1,048 1,560
b)increases 33 75
c) use 0 0
d) dissolution 0 54
e)closing balance 1,081 1,581
Changes in other consolidated long-term provisions by title thousands PLN
30.06.2011 30.06.2012
a) opening balance 0 0
b)increases 0 0
c) use 0 0
d) dissolution 0 0
e)closing balance 0 0
Changes in other consolidated short-term provisions by title thousands PLN
30.06.2011 30.06.2012
a) opening balance 305 648
b)increases 70 159
c) use 316 669
d) as at the balance closing 59 138
Long term liabilities
Consolidated long-term liabilities thousands PLN
30.06.2011 30.06.2012
a) to subsidiaries 0 0.00
b) to subsidiaries 0 0.00
c) to affiliates 0 0.00
d) to significant investor 0 0.00
e) to a partner of a related entity 0 0.00
f) to the Parent Company 0 0.00
g) to other entities 17,756 16,229
-credits and loans 14,587 15,277
- other liabilities from financial leasing 3,169 952
Long-term liabilities, total 17,756 16,229
Consolidated long-term liabilities maturing after the balance sheet date
thousands PLN
30.06.2011 30.06.2012
a) 1 to 3 years 17,746 16,229
b) 3 to 5 years 10 0
c) more than 5 years 0 0
Long-term liabilities, total 17,756 16,229
36 I PAGE
Consolidated long-term liabilities (currency structure) unit currency thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 17,346 16,229
b) in foreign currency (by currency and after conversion to
PLN) 410 0
Long-term liabilities, total 17,756 16,229
Long-term liabilities from loans and advances:
The value of the long-term liabilities arising from loans and credits are the liabilities incurred by the Parent
Company ZPUE S.A.
Details Value of credit
granted
Debt as at
1.01.2012
Situation as at
30.06.2012 Loan collateral
Credit Agreement with PKO BP SA
(No 67 1020 2629
0000 9796 0046 0568) of 7 October
2010 for investment
credit (hereinafter: Agreement) amended
pursuant to the
annexes: No 1 of 30
December 2010, No
2 of 31 January
2011, No 3 of 31 March 2011, No 4 of
20 April 2011, No 5
of 24 May 2011, No 6 of 3 June 2011, No
7 of 22 November
2011 and No 8 of 25 April 2012.
23,065
in t
hou
sand
PL
N
14,775
in t
hou
sand
PL
N
12,276
The security of the Bank's receivables from the
Company includes:
-- joint mortgage up to the amount of PLN 39,210,000 on the Company's title to the real
property situated in Włoszczowa, for which the
District Court in Włoszczowa, 4th Land and Mortgage Register Division maintains the land
and mortgage registers No KI1W/00028347/2
and KI1W/00031436/7 and the transfer of monetary receivables from the property insurance
agreement,
- registered pledge on the purchased fixed assets, which are the subject of the investment and the
transfer of monetary receivables from the
insurance agreements for these fixed assets,
- transfer of title ("under a condition precedent")
to fixed assets until the effective execution of
such pledge, - a declaration of being subject to bank
enforcement procedures,
- a blank bill of exchange along with a bill of exchange declaration,
- deduction clause for accounts held for the
Company in the Bank, - a transfer of receivables under the contract for
subsidising the investment project to the Bank and the authorization for administering the
account to which the subsidy is transferred;
- surety from Stolbud Włoszczowa S.A. up to the amount of PLN 9,590 000,00. PLN
37 I PAGE
The value of liabilities under financial leases to be repaid within the period longer than a year from the
balance sheet date constitutes other consolidated financial liabilities.
Short-term liabilities
Consolidated liabilities
thousands PLN
30.06.2011 30.06.2012
a) to subsidiaries 0 40
b) to related entities 0 0
c) to affiliates 0 0
d) to significant investor 0 0
e) to a partner of a related entity 0 0
credits and loans, including: 0 0
long-term during repayment period 0 0
from the issuance of securities 0 0
from dividends 0 0
other financial liabilities, including: 0 0
for deliveries and services, maturing within: 0 0
up to 12 months 0 0
in excess of 12 months 0 0
received advance payments for deliveries 0 0
liabilities on bills of exchange 0 0
other (by type) 0 0
f) to the Parent Company 0 0
g) to other entities 107,025 145,134
-credits and loans, including: 30,729 44,544
- long-term during repayment period 0 0
Credit Agreement with PKO BP SA in
the form of a multi-
purpose credit limit No 75 1020 2629
0000 9602 0229
7216 (No 202-127/LW/I/13/2007)
of 5 September 2007
for amended pursuant to the
annexes: No 1 of 2 June 2008, No 2 of 4
June 2008, No 3 of 3
September 2010, No 4 of 6 September
2010 and No 5 of 7
October 2010 (hereinafter:
Agreement)
The multi-purpose credit limit (in
PLN) in the
amount of PLN 17,000,000,
whereby the Bank
granted to the Company:
- current account
overdraft - up to the amount of
9,000,000 PLN,
- Non-renewable working capital
loan - up to the amount of
12,000,000 PLN,
- bank guarantees for domestic and
foreign
transactions - up
to the amount of
5,100,000 PLN
in t
hou
sand
PL
N
3,855
in t
hou
sand
PL
N
2,470
The security of the Bank's receivables from the Company includes:
- joint capped rate mortgage up to the amount of
PLN 20,400,000 on the Company's real property situated in Włoszczowa, for which the District
Court in Włoszczowa, 4th Land and Mortgage
Register Division maintains the land and mortgage registers No 28347 and 31436 and the
transfer of monetary receivables from the
insurance agreement for the aforesaid real property,
- a borrower blank bill of exchange along with a
bill of exchange declaration; i) bill of exchange endorsements:
ZPUE M.B. Wypychewicz spółka jawna,
Stolbud Włoszczowa S.A.,
ZPUE Holding sp. z o.o., - deduction clause for accounts held in PKO BP
S.A.
- a declaration of being subject to execution
proceedings by the Company and the sureties
Credit Agreement
with PKO BP SA (No 06 1020 2629
0000 9196 0054
2373) for the Investment Credit in
PLN of 20 April
2011 (hereinafter: Agreement).
850
in t
hou
sand
PL
N
638
in t
hou
sand
PL
N
531
The security of the Bank's receivables from the
Company includes: - joint mortgage up to the amount of PLN
1,896,000 on the real property for which the
District Court in Włoszczowa, 4th Land and Mortgage Register Division maintains the land
and mortgage registers No KI1W/00028347/2
and KI1W/00031436/7 and the transfer of monetary receivables from the insurance
agreement for the real property,
- Company's declaration of being subject to bank enforcement procedures,
- Company's blank bill of exchange endorsed
with a bill of exchange declaration; - deduction clause for accounts held in the Bank.
38 I PAGE
- other financial liabilities, including: 3,612 2,098
-for deliveries and services, maturing within: 62,323 77,545
- up to 12 months 62,323 77,545
-received advance payments for deliveries 1,245 1,724
-from tax, customs, social security and other benefits 5,501 5,197
- from remuneration 3,569 4,415
- other (by title) 46 9,611
h) special funds (by title) 0 0
Short-term liabilities, total 107,025 145,174
Consolidated gross short-term liabilities by currency
structure unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 102,477 139,122
b) in foreign currency (by currency and after conversion to PLN) 4,548 6,052
- 1 EUR 4,356 5,499
- 1 USD 192 553
- other currencies 0 0
Short-term liabilities, total 107,025 145,174
Short-term liabilities as at 30.06.2012 from credits and loans:
Liabilities from credits and loans in the Parent Company ZPUE SA
Details Value of credit
granted Debt as at 1.01.2011
Situation as at
30.06.2012 Loan collateral
Credit Agreement with PKO BP SA in
the form of a multi-
purpose credit limit No 75 1020 2629
0000 9602 0229 7216
(No 202-127/LW/I/13/2007) of
5 September 2007 for
amended pursuant to the annexes: No 1 of 2
June 2008, No 2 of 4
June 2008, No 3 of 3 September 2010, No 4
of 6 September 2010
and No 5 of 7 October 2010 (hereinafter:
Agreement)
The multi-purpose
credit limit (in PLN) in the
amount of PLN
17,000,000,
whereby the Bank
granted to the
Company: - current account
overdraft - up to
the amount of PLN 9,000,000,
- Non-renewable
working capital loan - up to the
amount of PLN
12,000,000, - bank guarantees
for domestic and foreign
transactions - up to
the amount of PLN
5,100,000
in t
hou
sand
PL
N
3,002
in t
hou
sand
PL
N
3,002
The security of the Bank's receivables from the Company
includes:
- a joint capped rate mortgage up to the amount of PLN 20,400,000 on the Company's real property situated in
Włoszczowa, for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division maintains the land and mortgage registers No 28347 and
31436 and the transfer of monetary receivables from the
insurance agreement for the aforesaid real property; - a borrower blank bill of exchange along with a bill of
exchange declaration;
i) bill of exchange endorsements:
ZPUE M.B. Wypychewicz spółka jawna,
Stolbud Włoszczowa S.A.,
ZPUE Holding sp. z o.o.,
- deduction clause for accounts held in PKO BP S.A. - a declaration of being subject to execution proceedings
by the Company and the sureties
39 I PAGE
Credit Agreement
with PKO BP SA (No
67 1020 2629 0000 9796 0046 0568) of 7
October 2010 for
investment credit (hereinafter:
Agreement) amended
pursuant to the annexes: No 1 of 30
December 2010, No 2 of 31 January 2011,
No 3 of 31 March
2011, No 4 of 20 April 2011, No 5 of
24 May 2011, No 6 of
3 June 2011, No 7 of
22 November 2011
and No 8 of 25 April
2012.
23,065
in t
hou
sand
PL
N
4,325
in t
hou
sand
PL
N
4,836
The security of the Bank's receivables from the Company includes:
-joint mortgage up to the amount of PLN 39,210,000 on
the Company's title to the real property situated in Włoszczowa, for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division
maintains the land and mortgage registers No KI1W/00028347/2 and KI1W/00031436/7 and the
transfer of monetary receivables from the property
insurance agreement; - registered pledge on the purchased fixed assets, which
are the subject of the investment and the transfer of
monetary receivables from the insurance agreements for these fixed assets,
- transfer of title ("under a condition precedent") to fixed assets until the effective execution of such pledge,
- a declaration of being subject to bank enforcement
procedures, - a blank bill of exchange along with a bill of exchange
declaration,
- deduction clause for accounts held for the Company in
the Bank,
- a transfer of receivables under the contract for
subsidising the investment project to the Bank and the authorization for administering the account to which the
subsidy is transferred;
- surety from Stolbud Włoszczowa S.A. up to the amount of 9,590,000 PLN.
Credit Agreement
with PKO BP SA (No
06 1020 2629 0000 9196 0054 2373) for
the Investment Credit
in PLN of 20 April 2011 (hereinafter:
Agreement).
850
in t
hou
sand
PL
N
212
in t
hou
sand
PL
N
230
The security of the Bank's receivables from the Company
includes:
- joint mortgage up to the amount of PLN 1,896,000 on the real property for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division
maintains the land and mortgage registers No KI1W/00028347/2 and KI1W/00031436/7 and the
transfer of monetary receivables from the insurance
agreement for the real property, - Company's declaration of being subject to bank
enforcement procedures,
- Company's blank bill of exchange endorsed with a bill of exchange declaration;
- deduction clause for accounts held in the Bank.
Working capital credit
agreement (in PLN)
with Kredyt Bank SA No
3683273ŁD20041100
of 22 April 2011 (hereinafter:
Agreement), amended
by annex No 1 of 28 September 2011 and
by annex No 2 of 23
April 2012.
35,000
in t
hou
sand
PL
N
14,519
in t
hou
sand
PL
N
24,302
The security of the Bank's receivables from the Company
includes: - Company's blank bill of exchange;
- contractual joint mortgage up to the amount of PLN
20,000,000 on the Company's developed property situated in Włoszczowa, for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division
maintains the land and mortgage registers No KI1W/00048108/1 and KI1W/00022541/0 as well as the
assignment of rights arising from the policy
- contractual mortgage up to the amount of PLN 20,000,000 on the developed property situated in
Włoszczowa, for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division maintains the land and mortgage register No
KI1W/00035880/2, as well as the assignment of rights
arising from the policy, - Registered pledge on the assets identified by type, of the
value of PLN 35,265,000 as at 31 December 2011 – the
subject of the pledge includes the warehouse inventory/work in progress located at the warehouses at
ul. Jędrzejowska 79C, Włoszczowa, as well as
assignment of rights under the policy, excluding the risk of theft
- Company's declaration of being subject to execution proceedings with respect to the Bank's claims arising
from the Agreement that in case of a failure to satisfy the
obligations stipulated in the Agreement, the Bank shall be entitled to issue a bank enforceable instrument up to the
total amount of PLN 43,400,000 PLN. PLN The bank is
entitled to apply an enforcement clause to the bank's enforceable instrument by 06 April 2016.
40 I PAGE
Liabilities from credits and loans in subsidiary ZPUE Gliwice Sp. z o.o. as at 30.06.2012
Liabilities from credits and loans in subsidiary Elektromontaż-1 Katowice SA as at 30.06.2012.
Multi-purpose credit line agreement with
BNP PARIBAS
BANK POLSKA SA No
WAR/2001/11/167/C
B of 5 July 2011
8,000
in t
hou
sand
PL
N
0.00
in t
hou
sand
PL
N
4,286
The security of the Bank's receivables from the Company includes:
- blank bill of exchange;
- registered pledge on the machines of the net book value of 1,021,987.01 PLN as of 31.05.2011, as well as the
assignment of rights arising from the insurance policy, up
to the amount of PLN 1,000,000. - mortgage up to the amount of PLN 12,000,000 on the
developed property situated in Włoszczowa, for which
the District Court in Włoszczowa, 4th Land and Mortgage Register Division maintains the land and
mortgage register No KI1W/00020387/8, as well as the
assignment of rights arising from the policy, up to the amount of PLN 2,400,000.
- Company's declaration of being subject to bank
enforcement procedures,
Details Value of credit
granted
Debt as at
1.01.2011
Situation as at
30.06.2012 Loan collateral
Multi-purpose credit
line agreement No
WAR/2001/11/168/CB of 22 July 2011
(hereinafter:
Agreement), amended pursuant to annex No
1 of 29 August 2011,
entered into with BNP Paribas Bank Polska
Spółka Akcyjna with
registered office in Warsaw
6,500
in t
hou
san
d P
LN
5,040
in t
hou
san
d P
LN
6,307
The security of the Bank's receivables from
ZPUEG includes:
- a blank bill of exchange along with a bill of
exchange declaration issued by ZPUEG;
- ZPUEG's declaration of being subject to the
enforcement procedures,
- mortgage up to the amount of PLN 1,500,000
established on the real property to which ZPUEG
owns perpetual usufruct rights, which is situated
in Gliwice, and for which the District Court in
Gliwice, 8th Land and Mortgage Register
Division maintains the land and mortgage register
NO GL1G/00082375/4,
- mortgage up to the amount of PLN 9,750,000
established on the real property to which ZPUEG
owns perpetual usufruct rights, which is situated
in Gliwice, and for which the District Court in
Gliwice, 8th Land and Mortgage Register
Division maintains the land and mortgage register
No GL1G/00082375/4,
- assignment of rights arising from the insurance
policy for the aforesaid real property in the
amount not less than 6,500,000 PLN
Details Value of credit
granted
Debt as at
1.01.2011
Situation as at
30.06.2012 Loan collateral
Multi-purpose credit line agreement no.
WAR/2001/11/220/C
B of 30 September 2011 with BNP
Paribas Bank Polska
S.A. with its registered office in
Warsaw
7,000
in t
hou
san
d P
LN
1,127
in t
hou
san
d P
LN
1,581
The security of the Bank's receivables includes:
- a blank bill of exchange along with a bill of
exchange declaration issued by Elektromontaż-1
Katowice;
- declaration of being subject to the enforcement
procedures,
- contractual joint mortgage up to the amount of
PLN 10,500,000 established on the real property
situated in Katowice, for which the District Court
Katowice-Wschód in Katowice, 11th Land and
41 I PAGE
Accruals and deferred income
Other deferred charges and accruals
Consolidated deferred charges and accruals thousands PLN
30.06.2011 30.06.2012
a) accruals and deferred cost 0
b) accruals and deferred income 6,953 17,573
- short-term (by title) - settlement of grants 141 2,280
- long-term (by title) - settlement of grants 6,812 15,293
Other deferred charges and accruals, total 6,953 17,573
Contingent receivables and liabilities
Contingent receivables from associates thousands PLN
30.06.2011 30.06.2012
a) obtained surety and guarantees 0 0
b) others 0 0
Contingent receivables from associates, total 0 0
Contingent liabilities to associates thousands PLN
30.06.2011 30.06.2012
a) granted surety and guarantees 9,500 15,500
b) others 0 0
Contingent liabilities to associates, total 9,500 15,500
The value of contingent liabilities, as at 30.06.2012, amounted to: PLN 15,500,000
This value represents:
Surety for repayment of the liabilities arising from the Agreement No 270-1/4/RB/2007
concluded with PKO BP S.A. for a current account credit of PLN 5,000,000
Surety of repayment based on a patronage declaration with regard to repaying the liabilities of
STOLBUD Włoszczowa S.A. up to PLN 4,500,000, resulting from Contract No 202-
Mortgage Register Division maintains the land
and mortgage registers No KA1K/00030861/4,
KA1K/00029972/5, KA1K/00029974/9, and
KA1K/00029973/2
- contractual mortgage up to the amount of PLN
10,500,000 established on the perpetual usufruct
right to the real property situated in Katowice and
on the title to buildings and structures erected on
this property, for which the District Court
Katowice-Wschód in Katowice, 11th Land and
Mortgage Register Division maintains land and
mortgage register KW KA1K/00116680/8
- transfer of receivables from the insurance
agreement against fire and other accidents with
respect to buildings and structures erected on the
secured real property, up to the amount of PLN
6,700,000
- general assignment of the future receivables due
to the Company from any and all of its debtors,
- agreement on subordinating financial obligations
- declaration of being subject to the enforcement
procedures
42 I PAGE
127/3/I/10/2007 signed with PKO BP S.A. for a non-renewable working capital loan of PLN
7,000,000.
The contingent liabilities in question were granted with the consent of the Supervisory Board
(Resolution no. 11/2010) and will be binding until 30 June 2014.
Surety granted on 14 March 2011 to STOLBUD Włoszczowa S.A. for repayment of the
liabilities up to PLN 6,000,000 towards Alior Bank S.A., arising from the Current Account
Credit Agreement U0001631804685. The Management Board of ZPUE S.A. issued the surety
in the form of a deposit paid for the period from 14 March 2011 to 9 March 2012. In order to
secure ZPUE S.A.'s receivables from the property surety issued to STOLBUD Włoszczowa
S.A., which consists of the main receivable, interest receivables and other potential charges,
STOLBUD Włoszczowa S.A. will establish ordinary mortgage of up to PLN 6,340,000 for the
benefit of the Issuer.
Clarification to the profit and loss account:
Consolidated net revenue from sales of products (structure - the types of
activities)
thousands PLN
30.06.2011 30.06.2012
- from the sale of products 99,784 152,836
- including from subsidiaries and affiliates 1,872
- from the sale of services 23,709 19,548
- including from associates 0
Net revenue from sale of products, total 123,493 172,384
- including from associates 0 1,872
Consolidated net revenue from sales of products (territorial structure) thousands PLN
30.06.2011 30.06.2012
a) domestic 110,286 146,186
- including from associates 0
b) export 13,207 26,198
- including from associates 0 1,872
Net revenue from sale of products, total 123,493 172,384
- including from associates 0 1,872
Consolidated net revenue from sales of goods and materials (structure -
type of activity)
thousands PLN
30.06.2011 30.06.2012
- revenue from sales of materials 33,492 18,790
- including from associates 0 0
-revenue from sale of goods 6 822
- including from associates 0 0
Total net revenue from sales of goods and materials 33,498 19,612
- including from associates 0 0
43 I PAGE
Consolidated net revenue from sales of products, goods and materials
(territorial structure)
thousands PLN
30.06.2011 30.06.2012
a) domestic 33,320 18,894
- including from associates 0 0
b) export 178 718
- including from associates 0 0
Net revenue from sales of goods and materials, total 33,498 19,612
- including from associates 0 0
Consolidated costs by type thousands PLN
30.06.2011 30.06.2012
a)depreciation 5,279 7,346
b)use of materials and energy 71,777 101,157
c)third-party services 24,271 25,180
d)taxes and fees 813 1,262
e)salaries 21,214 29,600
f)social security and other benefits 4,338 6,695
g) other costs by type (due to) 1,422 1,103
Costs by type, total 129,116 172,343
Changes in inventory, products, prepayments and accruals -6,807 -6,945
Cost of products manufactured for the entity's own needs (negative value) -1,165 -759
Cost of sales (negative) -6,210 -9,954
General administrative expenses (negative value) -16,767 -20,844
Cost of producing goods sold 98,167 133,841
Other operating revenue
Other operating revenue thousands PLN
30.06.2011 30.06.2012
profit on sales of non-financial fixed assets 1 15
subsidies 609 1,496
Other operating revenue, including: 1,985 1,145
a) dissolution of the reserve (due to) 278 145
- to adjust the repaid receivables 210 114
- to adjust the written off receivables 68 31
- to adjust inventories 0 0
b) revenue from the lease of assets, including: 1,365 491
- revenues from the rent (with respect to investment property) 0 0
c) compensation received 77 81
d) cash bonuses received 148 113
e) other 117 315
Other operating revenue, total 2,595 2,656
Other operating costs
Other operating costs thousands PLN
30.06.2011 30.06.2012
Loss on sales of non-financial fixed assets 39 145
Revaluation of non-financial assets 623 140
Other operating costs, including: 1,465 995
a) costs of the lease of assets, including: 1,140 529
- direct operating costs relating to the investment property that generated revenue from the rent throughout a given period of time
0 0
44 I PAGE
- direct operating costs relating to the investment property that did not generate
revenue from the rent throughout a given period of time 0 0
b) compensation paid 99 42
c) cash bonuses paid 0 0
d) other 226 424
Other operating cost, total 2,127 1,280
Financial revenue
Consolidated financial revenue from dividends and other profit sharing thousands PLN
30.06.2011 30.06.2012
a) from associates 0 0
b) from other entities 2 2
Financial revenue from dividends and other profit sharing, total 2 2
Financial revenue from interest thousands PLN
30.06.2011 30.06.2012
a) from loans granted 0 0
b) from cash held in bank 86 151
c) from overdue receivables - paid 126 252
c) from overdue receivables - billed, yet not paid 513 532
c) from overdue liabilities - cancelled 11 11
f) from return of VAT on fuel 11 0
Financial revenue from interest, total 747 946
- including from associates 0 85
Consolidated other financial revenue thousands PLN
30.06.2011 30.06.2012
a) currency translation gains, including 0 180
b) reversed reserves (due to) 651 845
b) other, including: 36 42
Other financial revenue, total 687 1,067
Financial costs
Consolidated financial expenses from interest thousands PLN
30.06.2011 30.06.2012
a) from credits and loans 928 1,551
- to other entities 928 1,397
b) other interest 241 180
- to associates 0 0
- to other entities 241 151
Financial costs from interest, total 1,169 1,731
Other consolidated financial costs thousands PLN
30.06.2011 30.06.2012
a) foreign exchange losses, including: 18 0
b) established reserves (due to) 647 879
- interest receivables 647 879
b) other, including: 327 487
Other consolidated costs, total 992 1,366
45 I PAGE
Income tax
Consolidated current income tax thousands PLN
30.06.2011 30.06.2012
1.Gross profit (loss) 5,498 11,422
2. Consolidation adjustments 0 0
3. Difference between gross profit (loss) and income tax base (by title) 833 -350
4.Income tax base 6,543 11,073
5. Income tax at the rate of 19% 1,243 2,104
6. Increases, omissions, exemptions, deductions and tax reductions 0 0
7. Current income tax declared in tax declaration for the period, including: 1,243 2,104
- indicated in profit and loss account 1,243 2,104
- relating to items increasing or decreasing equity capital 0 0
- relating to items increasing or decreasing goodwill and negative goodwill 0 0
Consolidated deferred income tax recognized in the profit and loss account thousands PLN
30.06.2011 30.06.2012
- decrease (increase) due to occurrence and reversal of temporary differences -118 69
- decrease (increase) due to changes in tax rates 0 0
- decrease (increase) due to previously unrecognised tax loss, tax credit or temporary difference of the previous period 0 0
- decrease (increase) due to write-off of assets deferred tax or inability to use the
reserve for deferred income tax 0 0
- other components of deferred income tax (by title) 0 0
Deferred income tax, total -118 69
46 I PAGE
10. Consolidated Sensitivity Analysis
Currency Risk – 01.01.2012 – 30.06.2012 (in thousand PLN)
Book value of the
financial
instruments
Impact on the financial
result before tax
Impact on the equity
(assets available for sale)
Impact on the financial
result before tax
Impact on the equity
(assets available for sale) Financial instruments by balance sheet items
(Increase of 10%) (Increase of 10%) (Decrease of 10%) (Decrease of 10%)
Financial assets
Shares 9,051 0 0 0 0
Retained long-term deposits 0 0 0 0 0
Receivables from provision of deliveries and services 98,029 877 0 -877 0
Receivables other than those listed above which are financial assets 5,680 19 0 -19 0
Cash 15,332 313 0 -313 0
cash in hand 186 0 0 0 0
cash in bank 9,007 313 0 -313 0
other cash 6,139 0 0 0 0
Financial liabilities 0 0
Bank credits 59,821 0 0 0 0
long-term 15,277 0 0 0 0
short-term 44,544 0 0 0 0
Financial leasing 3,051 0 0 0 0
long-term 952 0 0 0 0
short-term 2,099 0 0 0 0
Liabilities from deliveries and services 77,585 -605 0 605 0
Other than financial liabilities listed above 15,749 0 0 0 0
Total 604 0 -604 0
47 I PAGE
11. Classification of consolidated financial instruments
according to IAS (in thousand PLN)
Financial assets by balance sheet items 30.06.2011 book
value
Classification of financial instruments according to IAS 39 (book value)
Other (measured at book value)
valued by their fair market price by a
financial result
measured at fair value with
changes in equity measured at amortized cost
determined upon initial recognition held for trading available for sale
hedge accounting
loans and receivables held to maturity
Financial assets
Shares 9,051 - - 9,051 - - - -
Retained long-term deposits 0 0
Receivables from provision of deliveries and services 98,029 98,029
Receivables other than those listed above which are financial assets 5,680 5,680
Cash 15,332 - - - - - - 15,332
valued by their fair market price by a
financial result
measured at
amortized cost
measured at fair value
with changes in equity
determined upon initial
recognition held for trading hedge accounting
Financial liabilities - -
Bank credits 59,821 - - 59,821 - -
long-term 15,277 - - 15,277 - -
short-term 44,544 - - 44,544 - -
Financial leasing 3,051 - - 3,051 - -
long-term 952 - - 952 - -
short-term 2,099 - - 2,099 - -
Liabilities from deliveries and services 77,585 - - 77,585 - -
Liabilities other than those mentioned above, which are financial liabilities 15,749 - - 15,749 - -
48 I PAGE
Introduction to separate interim financial statements
Interim financial statements cover data of ZPUE Spółka Akcyjna in Włoszczowa, at ul. Jędrzejowska 79c,
29-100 Włoszczowa, the core business of which includes:
manufacture of concrete construction products, except for prefabricated buildings,
manufacture of metal structures,
manufacture of parts for construction carpentry,
Manufacture of electricity distribution and control apparatus, except for services,
services of installation, repair and maintenance of switchgear and switchboard apparatus,
civil engineering works aimed at construction of the switchgear line structures: local cable pipelines,
power engineering lines and telecommunications lines,
Freight transport by road by universal vehicles.
Authority with which the Parent Company is registered:
District Court in Kielce, 10th Commercial Division of the National Court Register
KRS number – 0000052770;
Life of the Company: perpetual
Period covered by the financial statements: 01.01.2012-30.06.2012, together with comparable data
for the period: 01.01.2011-30.06.2011
As at 30 June 2012 the Supervisory Board of ZPUE SA in Włoszczowa comprised the following members:
President of the Supervisory Board – Bogusław Wypychewicz,
Vice President of the Supervisory Board – Małgorzata Wypychewicz,
Member of the Supervisory Board – Krzysztof Jamróz,
Member of the Supervisory Board – Piotr Kukurba,
Member of the Supervisory Board – Tomasz Stępień.
During the first six months of 2012 there were changes to the composition of the Supervisory Board of ZPUE
S.A..
The General Meeting recalled Ms Teresa Wypychewicz from the post of Member of the Supervisory
Board on 20 June 2012,
The General Meeting recalled Ms Henryka Grzybek from the post of Member of the Supervisory
Board on 20 June 2012,
The General Meeting recalled Mr Czesław Wypychewicz from the post of Member of the
Supervisory Board on 20 June 2012,
The General Meeting appointed Mr Krzysztof Jamróz as Member of the Supervisory Board on 20
June 2012,
The General Meeting appointed Mr Piotr Kukurba as Member of the Supervisory Board on 20 June
2012,
The General Meeting appointed Mr Tomasz Stępień as Member of the Supervisory Board on 20
June 2012.
As at 30 June 2012, the Management Board of ZPUE SA in Włoszczowa comprised the following members:
President of the Board – Andrzej Grzybek,
Member of the Board – Mariusz Synowiec,
Member of the Board – Stanisław Toborek,
Commercial proxies:
Commercial proxy – Henryk Arkit,
Commercial proxy – Iwona Dobosz
Commercial Proxy – Dariusz Górski
Commercial proxy – Katarzyna Kusa
Authorised agent – Aneta Lichosik
Commercial proxy - Wojciech Pyka
Commercial proxy – Piotr Zawadzki
Commercial Proxy – Jadwiga Zawisza
Changes regarding commercial proxies during the first six months of 2012:
The Company's Management Board revoked the proxy authorization granted to Mr Jerzy Banyś on
16 February 2012
The Company's Management Board appointed Mr Dariusz Górski as proxy on 5 April 2012.
The Management Board of ZPUE S.A. revoked the proxy authorization granted to Mr Krzysztof
49 I PAGE
Jamróz on 19 June 2012.
The Management Board of ZPUE S.A. revoked the proxy authorization granted to Mr Tomasz
Stępień on 19 June 2012.
The statements have been prepared on the assumption that the business activity will be continued in the
foreseeable future. The Management Board is not aware of any circumstances threatening the continuation of
the business activity.
Data presented in the financial statements have been prepared in accordance with IAS/IFRS.
Data presented in the separate interim financial statements have been denominated in Polish zloty (PLN).
Polish zloty is the functional and reporting currency in the companies covered by these financial statements.
Description of the adopted accounting principles (policy), including valuation of assets and liabilities
(together with depreciation), determination of financial result and the method of preparation of
financial statements.
The accounting policies applied by the entity are adapted to the requirements of International Accounting
Standards, International Financial Reporting Standards and related interpretations published in the form of
regulations of the European Commission (hereafter IFRS), and where not covered in these Standards under
the Accounting Act and the resultant executive legislation (hereafter UOR).
2.1.The current rules for measuring assets and liabilities
Principles of recognising property, plant and equipment
The property, plant and equipment are such assets which:
- are held by the business entity for use in the production process or for the supply of goods and
services, in order to be released for the use of other entities under the lease agreement or for administrative
purposes, and
- which are expected to be used for more than one period.
The item of property, plant and equipment is recognized as an asset if it is probable that the entity will gain
future economic benefits associated with this asset and that the purchase price or cost of that asset can be
measured reliably.
The fixed assets include;
land (perpetual usufruct right to the land)
buildings,
civil engineering facilities,
machinery, equipment,
means of transport,
other items.
The fixed assets also include the entity's foreign fixed assets used under the rental or lease agreement
or other agreement of a similar nature, provided that other provisions of law allow depreciation write-
offs (amortization) by the party benefiting from these assets. Items priced up to PLN 3,500.00 are
recognised as materials. Upon release for use their value is written down in costs of materials and
recorded off the balance sheet (in the quantity and value register). The materials are recorded off the
balance sheet by place of use. The criterion to include materials in records was their use for more than
one year.
Fixed assets for a unit price of more than PLN 3,500.00 are entered into the register of fixed assets.
The fixed assets records allow to enter differentiators distinguishing assets financed from other
sources (e.g. from the state budget, EU subsidies.) Fixed assets are recorded in analytical positions in
accordance with Classification of Fixed Assets.
Intangible assets shall be assets suitable for commercial use at the date of acceptance for use, such as:
property rights, copyrights, licences, concessions, the rights to: designs, inventions, patents,
trademarks, decor or utility designs,
successful development costs, spending on R&D,
goodwill,
know-how
with the expected lifetime of more than one year, used for the related business activity or put into use
under lease agreement or other agreement of similar nature.
50 I PAGE
An item of property, plant and equipment which qualifies for recognition as an asset, is initially valued at
purchase price or production cost. The cost of purchase or production of property, plant and equipment
consists of the purchase price, including import duties and non-reimbursable taxes on the purchase and
all other directly attributable costs incurred to bring the asset to a fit for use condition, which is
consistent with its intended use. In the case of in-house production it is the cost of production, which
shall be the value of property used and external services, the costs of salaries including related costs and
other costs attributable to the value of manufactured fixed assets or intangible assets. The cost of
production does not include general administrative costs, sales costs, other operating and financial costs
and costs of excessive deficiencies, excessive labour and other resources during the construction,
installation or improvement of fixed assets and the adaptation for use;
In case of acquisition by inheritance or donation or otherwise free of charge, the initial value of an asset
or an intangible asset is the selling price of the same or similar item on the day of purchase, unless the
donation agreement or a free of charge transfer determines the value at a lower amount. The market price
shall be the price used in a given locality in the trade in components of the same type, kind taking into
account its condition and degree of wear.
In the case of difficulties in determining the cost of production of an asset, its initial value is determined
by an expert appraiser taking into account the market prices on the date of putting the component to use.
The basic tool for recording fixed assets is “The Inventory Book of Fixed Assets” divided into groups of
fixed assets.
“The Inventory Book of Fixed Assets” includes following items:
A separate inventory number for each item,
date of recording, evidence number, the type of evidence,
year of construction (purchase),
name of the fixed asset,
classification symbol of the asset,
initial value,
changes in value during use,
annual rate of depreciation,
annual and monthly amount of depreciation,
depreciation to date,
net value,
the date of withdrawal from use and evidence number,
other data (department, cost position, type of funding obtained, etc.).
The basic tool for recording of intangible assets is the “Book of intangible assets”.
“The Book of intangible assets” includes the following items:
inventory number,
name,
date of purchase or manufacture,
date of booking and proof of purchase number,
date of putting to use,
initial value,
annual rate of depreciation,
the annual, monthly, and total depreciation value,
net value,
the date of full depreciation,
date and number of withdrawal from records
other data (department, cost position, etc.).
Foreign fixed assets are recognized as off balance in account 090.”
Subsequent expenditures relating to an item of property, plant and equipment which have been already
recognized as an asset are added to the carrying value of the asset, if it is probable that the entity will obtain
future economic benefits that outweigh the benefits possible to be achieved within the originally estimated
benefits from the asset already owned. All other subsequent expenditures are recognized as an expense in the
period in which they are incurred. Expenditures for repairs and maintenance of property, plant and equipment
incurred to restore or maintain future economic benefits, which the entity can expect based on the originally
estimated benefits, are recognized as expenses when incurred.
Major components of some items of property, plant and equipment are recognized as separate assets,
including the independent period of their economic use.
Redemption
The depreciable amount of property, plant and equipment is distributed in a systematic manner over a
period of use. Depreciation method used reflects the mode of consumption by the business entity of
economic benefits from the asset.
51 I PAGE
Depreciation is recognized as an expense during the period.
The useful life of property, plant and equipment and depreciation method is reviewed annually and, if
expectations are significantly different from previous estimates, depreciation write-offs for the current
and future periods are adjusted.
A basis of depreciation write-offs (amortization) of fixed and intangible assets is a current depreciation
schedule drawn up on the first day of each fiscal year, setting out the rates and amounts of the annual
impairment of individual assets.
The depreciation schedule includes:
inventory number,
generic classification symbol,
item name,
date put into use,
initial value,
depreciation method,
annual depreciation rate,
annual and monthly amount of depreciation write-offs,
In the case of assets put to use on the basis of operating lease agreements which, under the
provisions of the Accounting Act are classified as fixed assets - depreciation period shall be based
on useful life.
In the event of changes in production techniques, liquidation, withdrawal from the use or other
reasons causing permanent loss of economic usefulness of an asset, appropriate unplanned
depreciation write-offs are charged to other operating costs.
Valuation of fixed assets and intangible assets
Fixed assets and intangible assets are valued at purchase price or production cost or revalued amount (after
revaluation) less depreciation write-offs and permanent impairment loss write-offs. Fixed assets and
intangible assets are redeemed using the methods set out in the preceding paragraph.
Fixed assets belonging to group 0,1 and 2 are valued by the fair value. Fixed assets belonging to other groups
are valued by the purchase prices or cost of production.
In the case of real estate (group 0) — land is valued by the fair value. They are not subject to depreciation.
Group 1 — Buildings and commercial premises valued by the fair value are redeemed for 720 months at a
rate of 1.66% per annum. Other assets comprising this group — 120-480 months.
Group 2 — Civil engineering facilities valued by the fair value are redeemed for 720 months at a rate of
1.66% per annum. Other fixed assets — 120-300 months.
Valuation of other assets and liabilities
Fixed assets under construction are valued at total costs directly attributable to the cost of purchase or production reduced by permanent
impairment loss write-offs.
The value of assets under construction is increased by foreign exchange losses and interest on loans for the
fixed asset construction period, and is reduced by the permanent impairment loss write-offs.
Real estate are recorded and measured in accordance with the rules relating to fixed assets and intangible assets and
rights, i.e. according to the purchase price or production cost, or revalued amount, less depreciation and
permanent impairment loss write-offs.
Intangible assets classified as investments are recorded and measured in accordance with the rules relating to fixed assets and intangible assets and
rights, i.e. according to the purchase price or production cost, or revalued amount, less depreciation and
permanent impairment loss write-offs.
Shares (stocks) in other entities and other investments classified as current assets are measured at cost less
permanent impairment loss write-offs.
Inventories of materials, goods, finished products, intermediates and products in progress are measured at purchase price or production cost or recoverable net value, depending on which is the lower amount.
With regard to the inventory of materials, an entity has a record of:
quantity and value of inventory.
Inventory is reconciled with the records kept by the accounting department at the end of each month.
52 I PAGE
With regard to the inventory of goods, an entity has a record of:
quantity and value of inventory.
Inventory is reconciled with the records kept by the accounting department at the end of each month.
With regard to the inventory of finished goods, an entity has a record of:
quantity and value of inventory.
Inventory is reconciled with the records kept by the accounting department at the end of each month.
Materials received by the warehouse are recorded by:
actual purchase prices.
Materials released from the warehouse are measured using:
First in, first out (FIFO) method.
Materials received by the warehouse are recorded by actual purchase prices.
Goods released from the warehouse are measured using:
First in, first out (FIFO) method.
Finished goods from production received by the warehouse are recorded by:
registration price, the ratio of value of inventories to production costs is adjusted by deviation, which are
accounted for stocks and the issued stocks based on the deviation index.
Finished goods issued from warehouse if records are kept according to:
actual production cost is measured by:
First in, first out (FIFO) method.
Stocks of production in progress at the balance date are measured at:
direct production costs, which include costs directly related to the manufacturing entity, such as direct
labour and direct materials. They also include the uniformly distributed fixed and variable production
costs incurred in processing the materials to obtain finished products. Fixed indirect production costs are
those indirect costs of production that remain relatively constant regardless of the volume of production,
such as depreciation and cost of maintenance of factory buildings and equipment, and manufacturing
(factory) cost of management and administration. Variable indirect production costs are those indirect
costs of production that vary directly or nearly directly with the volume of production, such as indirect
materials and labour costs.
Short-term investments are measured at the lower of two values: purchase price or market value.
Short-term investments, for which there is no active market are measured at fair value.
Receivables are measured at the amount due, taking in account the prudence principle, after impairment of their value. The receivables are revalued taking into consideration the probability of their
payment. With respect to:
• receivables from debtors in liquidation or bankruptcy – up to the amount of receivables not covered by
the guarantee or another collateral of the receivables, submitted to the liquidator or a bankruptcy judge
in the bankruptcy proceedings, upon receipt of the relevant information,
• receivables from debtors whose bankruptcy file has been rejected, if the debtor's assets are insufficient
to meet the costs of bankruptcy proceedings – in the full value, upon receipt of the court's decision,
• debt disputed by the debtors or debt overdue, when according to the assessment of the debtor's financial
position, the repayment of the contractual amounts is unlikely – up to the amount not covered by a
guarantee or another security upon referral of the debt for the enforcement proceedings pursuant to a
legally binding court's decision.
• debt equivalent to the amounts which increase the value of debt, which previously were written down –
equal to these amounts, until receipt or write-down thereof, upon receipt of the relevant information,
• overdue debt (overdue for a period exceeding 365 days) or non-overdue debt with a significant
probability of default, in cases justified by the type of the pursued activity or the customer structure - in
the amount of a reliably estimated write-down upon referral of the debt for the enforcement proceedings
pursuant to a legally binding court's decision.
Liabilities are measured in accordance with IAS 39, i.e. at amortized cost.
Financial liabilities for which maturity is specified are measured in accordance with IAS 36, i.e., at amortized cost.
53 I PAGE
Cash at hand and on bank accounts is measured at its nominal value.
Provisions for losses and liabilities are measured at a reasonable, reliably estimated value. The reserves are created when:
an entity is subject to any existing legal or customary obligation resulting from past events,
it is likely that fulfilling this obligation would lead to an outflow of resources embodying economic
benefits,
a reliable estimate of that obligation can be made.
Provisions are reduced when the obligation, which required the provisions, is fulfilled and the unused
provisions (due to the cessation or reduction in the risk of losses for which they were created) are dissolved
and credit the accounts of other operating income and financial revenue.
Valuation of financial instruments:
in the case of financial instruments for which there is an active market, fair value is determined in
accordance with their current purchase/sale price.
If there is no active market for the given item of assets or financial liabilities (and also in the case of
non-traded securities), fair value is determined using appropriate valuation techniques.
The fair value of non-traded debt securities is determined as the current value of future cash flows from
such securities, further discounted with the current interest rate.
The fair value of share units in open, cash investment funds is determined in accordance with valuation
made by these funds.
The fair value of shares in closed investment funds is determined in accordance with data included in
financial statements issued by these funds.
Own shares (stocks) are measured at their purchase price.
Capital and other assets and liabilities are valued at nominal value.
Valuation of assets and liabilities denominated in foreign currencies
On the balance date:
assets (excluding shares in subsidiaries under the equity method) and liabilities denominated in foreign
currency are measured at the average foreign exchange rate determined for that date by the National Bank of
Poland; this shall not apply to non-cash items, i.e. to the received and paid advances.
During the financial year:
1) currency sale and purchase transactions and receivables or liabilities payment operations are measured
at the buy or sell rate or the bank, whose services the entity uses or at the negotiated rate; If the bank
whose services are used by the company publishes more than one table, the company shall adopt - in
the case of publication of two tables - the exchange rates from the first published table, and in the case
of more than two tables - the exchange rates from the second exchange rate table published on a
particular date.
2) assets and liabilities denominated in foreign currencies are converted into Polish Zlotys at average
exchange rate announced by the National Bank of Poland on the last working day preceding the date
of incurred cost, unless the customs declaration or other document that binds the entity sets a different
rate;
3) currency withdrawn from the account for business trip allowances is measured at the average exchange
rate of the National Bank of Poland, and if it is purchased, at its purchased price (selling price of the
entity's bank)
4) currency outflows from foreign currency account shall be recorded according to the FIFO method
5) advances collected on foreign business trip allowances paid in Polish Zlotys are settled according to
foreign currency rates:
- average rate of National Bank of Poland from the day advances in PLN are withdrawn for the
currency, for which the company operates separate currency accounts, i.e., EURO or USD,
- sale rate on the day advances in PLN are withdrawn for other currencies.
Principles of valuation of contingent liabilities
A contingent liability is a possible liability that arises from past events and whose existence will be
confirmed only in the future at the time of uncertain events (over which the entity does not have full control).
Contingent liability may also be entity's current liability that arises from past events and which cannot be
measured with sufficient reliability or is not likely that fulfilling this liability would lead to an outflow of
resources embodying economic benefits. In connection with this, such liability is not presented in the balance
54 I PAGE
sheet, but it is described in additional information and notes to financial statements.
Liabilities resulting from guarantees or sureties granted by the entity may be the examples of contingent
liabilities.
Contingent liabilities are measured at the value of guarantees, sureties or otherwise reliably estimated value.
Principles of measuring derivative instruments hedging assets
The entity may have derivative financial instruments (e.g. forward contracts) with the following
characteristics:
their value depends on changes in the value of the underlying instrument (interest rate, base rate,
exchange rate, etc.)
initial purchase expenses do not occur or are very low,
instrument will be settled in the future.
Forward contracts may be concluded in order to protect the entity against adverse changes to its foreign
exchange rate, interest rates, stock indices.
An entity may use derivative hedging instruments in order to:
hedge fair value, that is to reduce the risk of changes in the fair value affecting the financial result
resulting from a particular risk associated with assets and financial liabilities or a specific part
thereof booked on the accounts,
hedge cash flow, that is, reduce the risk of impact of changes in cash flows on the financial result
resulting from a particular risk associated with assets and liabilities, likely future liabilities or
planned transactions, which are booked on the accounts.
Contracts associated with financial instruments reduce the risks associated with the entity's assets or
liabilities, i.e. hedge these assets or liabilities, if at least:
before the conclusion of the contract its purpose is established and assets or liabilities to be hedged
are identified,
financial hedging instrument which is the subject of the contract and the hedged assets or liabilities
are characterized by similar features, in particular the nominal value, maturity date, the impact of
changes in interest rates or currency exchange rate,
likelihood of the expected cash flows is significant.
If these conditions are met, then the valuation of the hedged assets or liabilities takes into account the value
of financial hedging instruments and changes in their value.
Hedged item can be a single booked asset or liability or the likely future liabilities or transactions not booked
into the accounts.
Hedged item may also be a group of assets or liabilities. The hedge may relate to one of the risk factors
threatening changes in fair value or cash flows, provided that the effectiveness of such risk factors can be
effectively measured.
The specific accounting principles relating to derivative financial instruments, which are not covered in this
chapter of the study, are governed by the principles set out in the Ordinance of the Minister of Finance of 12
December 2001 on detailed rules for the recognition, valuation, disclosure and presentation of financial
instruments (Official Journal No 149, item 1674).
Reserves and assets from income tax
The reserves for income tax are established in the amount of income tax payable in the future in connection
with the occurrence of positive temporary differences. Temporary differences result in an increase in the
income tax base in the future.
The amount of reserve from deferred income tax shall be determined taking into account the income tax rates
applicable when tax obligation arose, i.e. the year temporary differences are settled.
When determining the reserve, the negative difference (if occurred) settlements booked on the "Deferred tax
assets" account should be taken into account, as at the last day of the previous financial year.
Assets from deferred income tax are determined as an amount for future deduction from income tax, in
connection with negative temporary differences, which will cause in the future the reduction of income tax
base and of tax loss available for deduction, as determined taking account of the prudence principle.
The amount of assets from deferred income tax shall be determined taking into account the income tax rates
applicable when tax obligation arose, i.e. the year temporary differences are settled.
When determining the assets from the deferred income tax, the positive difference (if occurred) settlements
booked on the "Reserve for income tax" account should be taken into account, as at the last day of the
previous financial year.
Reserve for income tax and assets from deferred tax are recognised separately in the balance sheet. Reserve
and assets can be compensated if there is the title allowing for the simultaneous recognition when calculating
the amount of tax liability.
Accruals and deferred costs
Accruals and deferred costs are recognised at the amount of likely liabilities in the current reporting period,
55 I PAGE
resulting from (in particular):
1) value of the services provided by contractors, the amount of which can be estimated reliably,
2) the obligation to provide future services resulting from current operations, whose amount can be
estimated, although the date of their creation is not yet known and which could include, among others:
the costs of the auditing the financial statements and other costs for the reporting period,
other items justified by the economic risk and commercial practices.
Accruals and deferred costs are presented in the balance sheet as item B.I.3 Other short-term reserves.
Principles of valuation of deferred charges and accruals of revenue and expenses
Accruals and deferred income
Revenue accruals represent the nominal revenue (short- and long-term) on the balance date, which is settled
in future periods. Revenue accruals include, among others:
collected payments or booked receivables from contractors for the services to be performed in the
next financial year,
received grants related to the acquisition or construction of fixed assets or intangible assets. Grants
or other subsidies are recorded in correspondence with the settlement account 246, which contains a
detailed analysis of grants received. Grants booked on the account of revenue accruals are settled in
other operating income in proportion to the depreciation of fixed assets funded from grants
received. Booking fixed assets in fixed assets register in the "Fixed assets" module allows the
introduction of marking allowing the distinction of fixed assets financed by subsidy and to
determine the value of depreciation of the corresponding part funded from the grant.
Accrued costs/expenses
Deferred expenditure
Accrued expenses consist of the indirect costs. During the reporting period, accrued expenses include the
following:
cost of rents and leases paid in advance,
energy costs paid in advance,
cost of property insurance,
fees for perpetual usufruct of land,
property tax,
assets from deferred taxes,
other costs relating to subsequent reporting periods (subscription, prepayment for fairs, etc.).
Expenses to be activated on the account accruals are settled in proportion to the passage of time in
subsequent financial periods to which they relate.
Records for purposes of determining taxable income In order to properly determine the corporate tax base, the entity's accounts plan differentiates, on the one
hand, the analytical accounts grouping the basic operating costs, financial costs and other operating expenses
not deductible for the purposes of the Income Tax Act, and on the other hand the accounts grouping together
financial revenue and other operating revenue which are not revenue or are exempt from taxation. The
analytical distinction in balance sheet accounts is confirmed by the off balance grouping of costs and
revenues in accounts of group "9". In addition, the accounts group "9" records the costs and revenues that
have not been booked on the balance sheet accounts, and affect the determination of the tax base. These
include salaries, social security contributions and other employee benefits, as well as interest paid, which
were paid during the reporting period and that relate to the previous period.
2.2. The choice of the profit and loss account
ZPUE S.A. draws up profit and loss as multiples step variant.
Net result consists of:
sales revenue,
result from other operating activities
result of financial operations,
compulsory charging of financial result by corporate income tax.
Records of costs are maintained by type using the account "490 - Settlement of costs" and by function in the
group "5".
2.5. The method of drawing up a cash flow statement
The entity draws up a cash flow statement using the indirect method. Cash flow statement provides
information on cash flows occurring during the reporting period, broken down by operating, investing and
financing activities.
56 I PAGE
2.6. Statement of changes in equity
The Company prepares the statement of changes in equity.
2.5. Detail of the financial statements
The Management Board is responsible for drawing up and presenting financial statements. The report
contains the following individual components:
g) statement of the financial standing,
h) profit and loss account,
i) statement of changes in equity capital,
j) cash flow account,
k) statement of total revenue,
l) information on accounting policies and explanatory notes.
Financial statements present information that is:
(a) relevant to its users in the decision making process,
(b) reliable, that is, through which the financial statements:
- faithfully presents the financial results and financial position,
- reflects the economic substance of events and transactions and not merely their legal form,
- is objective and impartial,
- is consistent with the prudence principle,
- is complete in all material respects.
When drawing up financial statements, guiding accounting principles are used, i.e.:
- going concern principle;
- accrual principle,
- continuity of presentation principle;
- the materiality principle.
2.6. The materiality principle
It is agreed that for a true and fair presentation of the entity's financial position and profit or loss, the relevant
amounts shall be those that exceed 1% of total assets for the previous reporting period for balance sheet items
or those amounts which exceed 5% of gross earnings for amounts pertaining to the result.
The final decision as to the significance of an amount is taken by the person responsible for keeping the
books in consultation with the entity's general manager.
2.7. The following changes to the standards and interpretations were introduced over the first six
months of 2012:
Amendments to IFRS 7 Financial Instruments - Disclosures
– transfers of Financial Assets, approved in the EU on 22 November 2011 (effective for annual
periods beginning on or after 1 July 2011).
The aforesaid standards, interpretations and amendments to the standards did not significantly affect the
accounting policies pursued hitherto by the entity.
Standards and interpretations that have been published and approved by the EU, but that have not yet
entered into force
Amendments to IAS 1 "Presentation of Financial Statements" - presentation of components of other comprehensive income (effective for annual periods beginning on or after 1 July 2012), Amendments to IAS 19 "Employee Benefits" - amendments to accounting of benefits in the post-employment period (effective for annual periods beginning on or after 1 January 2013),
Standards and interpretations that have been approved by ISAB, but that have not yet been approved by
the EU
IFRS 9 "Financial Instruments" (effective for annual periods beginning on or after 1 January 2015), IFRS 10 "Consolidated Financial Statements" (effective for annual periods beginning on or after 1 January 2013), IFRS 11 "Joint Arrangements" (effective for annual periods beginning on or after 1 January 2013), IFRS 12 "Disclosure of Interests in Other Entities" (effective for annual periods beginning on or after 1 January 2013), IFRS 13 "Fair Value Measurement" (effective for annual periods beginning on or after 1 January 2013),
57 I PAGE
IAS 27 (amended in 2011) "Separate Financial Statements" (effective for annual periods beginning on or after 1 January 2013), IAS 28 (amended in 2011) "Investments in Associates and Joint Ventures" (effective for annual periods beginning on or after 1 January 2013), Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" – Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (effective for annual periods beginning on or after 1 July 2011), Amendments to IFRS 1 "First-time Adoption of International Financial Reporting Standards" –
Government loans (effective for annual periods beginning on or after 1 January 2013),
Amendments to IFRS 7 "Financial Instruments: Disclosures" - Offsetting Financial Assets and Financial Liabilities (effective for annual periods beginning on or after 1 January 2013), Amendments to IFRS 9 "Financial Instruments" and IFRS 7 "Financial Instruments: Disclosures" - mandatory date of entry into force and transitional provisions. Amendments to IAS 12 "Income Taxes" - Deferred Tax: Recovery of Underlying Assets (effective for annual periods beginning on or after 01 January 2012), Amendments to IAS 32 "Financial Instruments: Presentation" - Offsetting Financial Assets and Financial Liabilities (effective for annual periods beginning on or after 1 January 2014), Amendments to various standards "Amendments to IFRS (2012)” - amendments introduced within the
procedures for implementation of annual amendments to IFRS published on 17 May 2012 (IFRS 1, IAS 1,
IAS 16, IAS 32 and IAS 34) focused primarily on resolving inconsistencies and clarifying vocabulary
(effective for annual periods beginning on or after 1 January 2013),
“Interpretation of IFRIC 20 "Settlement of waste removal costs incurred in surface mining activity
during the production phase of the mine” (effective for annual periods beginning on or after 1 January
2013).
The Company did not take advantage of the possibility of early adoption of these standards, amendments to
standards and interpretations. In the opinion of the Company, the aforesaid standards, interpretations and
amendments to the standards would not exercise a material impact on the consolidated financial statements, if
the same had been applied as of the balance sheet date.
58 I PAGE
Separate interim statement of the financial standing of the Parent Company (in thousand PLN)
Assets 30.06.2011 31.12.2011 30.06.2012
A. Fixed assets 144,728 158,802 239,589
I Intangible assets 17,170 17,291 16,171
1. Costs of development work 12,541 12,998 12,356
2. Goodwill 0 0 0
4. Other intangible assets 4,629 4,293 3,815
II. Property, plant and equipment 103,311 105,475 113,087
1. Fixed assets 93,351 101,052 106,129
a) land (including perpetual usufruct right to the land) 5,399 5,399 6,947
b) buildings, commercial premises and civil engineering facilities 53,020 57,764 58,318
c) equipment and machinery 25,141 28,123 31,401
d) means of transport 8,766 7,714 7,259
e) other fixed assets 1,025 2,052 2,204
2. Fixed assets under construction 9,960 4,423 6,958
III. Long-term receivables 123 97 55
1. From associates 0 0 0
2. From other entities 123 97 55
IV. Long-term investments 23,497 35,215 109,636
1. Real estate 6,100 6,076 6,023
2. Intangible assets 0 0 0
3. Long-term financial assets 12,167 20,556 95,753
a) in associates 12,119 20,508 95,705
- shares 12,119 20,508 95,705
- other securities 0 0 0
- granted loans 0 0 0
- other long-term financial assets 0 0 0
b) in other entities 48 48 48
- shares 48 48 48
- other securities 0 0 0
- granted loans 0 0 0
- other long-term financial assets 0 0 0
4. Other long-term investments 5,230 8,583 7,860
V. Long-term deferred charges and accruals 627 724 640
1. Assets from deferred taxes 627 724 640
2. Other deferred charges and accruals 0 0 0
B. Current assets 137,553 162,771 149,259
I. Inventory 32,422 35,264 42,118
1. Materials 7,793 7,625 7,414
2. Semi-finished products and products in progress 24,233 26,742 33,651
3. Finished products 161 679 837
4. Goods 235 218 216
II. Short-term receivables 96,238 111,770 89,390
1. Receivables from associates 3,827 4,248 7,972
a) for deliveries and services, maturing within: 3,827 4,248 7,972
- up to 12 months 3,827 4,248 7,972
- in excess of 12 months 0 0 0
b) others 0 0 0
2. Receivables from other entities 92,411 107,522 81,418
a) for deliveries and services, maturing within: 83,464 101,914 75,817
- up to 12 months 77,591 101,914 75,817
- in excess of 12 months 5,873 0 0
59 I PAGE
b) from tax, subsidy, customs, social security 0 0 185
- from corporate income tax 0 0 178
c) others 8,947 5,608 5,416
d) claimed at court 0 0 0
III. Short-term investments 6,449 11,160 14,498
1. Short-term financial assets 6,449 11,160 14,498
a) in associates 0 0 0
- shares 0 0 0
- other securities 0 0 0
- granted loans 0 0 0
- other long-term financial assets 0 0 0
b) in other entities 0 0 0
- shares 0 0 0
- other securities 0 0 0
- granted loans 0 0 0
- other long-term financial assets 0 0 0
c) cash and other cash assets 6,449 11,160 14,498
- cash in hand and at bank 364 4,929 8,408
- other cash 6,085 6,231 6,090
- other pecuniary assets 0 0 0
2. Other short-term investments 0 0 0
IV. Short-term deferred charges and accruals 2,444 4,577 3,253
Total assets 282,281 321,573 388,848
0 0 0
A. Equity capital (fund) 151,140 165,496 233,202
I. Stated capital (fund) 8,990 8,990 12,362
II. Called up stated capital (negative value) 0 0 0
III. Own shares for sale (negative value) 0 0 0
IV. Supplementary capital (fund) 101,377 101,377 164,311
V. Revaluation reserve capital (fund) 21,587 21,894 36,038
VI. Other reserve capital (fund) 936 936 936
VII. Profit (loss) from previous years 14,273 14,273 14,273
VIII. Net profit (loss) 3,977 18,026 5,282
IX. Write-offs on net profit during the financial year (negative value) 0 0 0
B. Liabilities and reserves for liabilities 131,141 156,077 155,646
I. Reserves for liabilities 8,066 8,126 11,340
1. Reserves for deferred income tax 6,998 7,219 10,623
2. Social security reserves (and similar reserves) 1,009 655 655
- long-term 1,009 604 604
- short-term 0 51 51
3. Other reserves 59 252 62
- long-term 0 0 0
- short-term 59 252 62
II. Long term liabilities 17,364 20,772 15,788
1. To associates 0 0 0
2. To other entities 17,364 20,772 15,788
a) credits and loans 14,587 19,268 15,277
b) issuance of debt securities 0 0 0
c) other financial liabilities 2,777 1,504 511
d) others 0 0 0
III. Short-term liabilities 99,285 121,121 113,042
1. To associates 1,782 914 9,599
a) for deliveries and services, maturing within: 1,782 914 9,599
- up to 12 months 1,782 914 9,599
60 I PAGE
Separate profit and loss account of the Parent Company (thousands
PLN)
01.01.2011-
30.06.2011
01.01.2011-
31.12.2011
01.01.2012-
30.06.2012
A.
Net revenues from sales of products, services, goods and
materials 146,959 356,857 157,143
- including from associates 2,445 7,227 3,889
I. Net revenue from sale of products 116,664 287,634 130,594
II. Net revenue from sales of products, goods and materials 30,295 69,223 26,549
B. Cost of products, services, goods and materials sold 121,014 290,269 126,748
- including to associates 1,808 5,811 2,719
I. Cost of producing goods sold 93,106 226,946 101,721
II. Value of goods and materials sold 27,908 63,323 25,027
C. Gross profit / (loss) on sales 25,945 66,588 30,395
D. Cost of sales 5,825 14,219 8,543
E. General administrative expenses 14,982 29,434 15,543
F. Profit (loss) on sales 5,138 22,935 6,309
G. Other operating revenue 2,491 5,605 3,009
I. Profit on sales of non-financial fixed assets 0 178 0
II. Subsidies 539 1,223 1,265
III. Other operating revenue 1,952 4,204 1,744
H. Other operating costs 2,107 4,410 1,912
I. Loss on sales of non-financial fixed assets 40 0 17
II. Revaluation of non-financial fixed assets 623 1,606 138
III. Other operating costs 1,444 2,804 1,757
I. Profit (loss) on operating activities 5,522 24,130 7,406
J. Financial revenue 1,457 5,401 2,150
I. Dividend and profit sharing 2 2 2
- including from associates 0 0 0
II. Interest 768 3,411 1,103
- including from associates 0 0 259
III. Profit on sale of investments 0 0 0
- in excess of 12 months 0 0 0
b) others 0 0 0
2. To other entities 97,504 120,207 103,443
a) credits and loans 25,246 22,058 36,656
b) issuance of debt securities 0 0 0
c) other financial liabilities 3,218 2,718 1,549
d) for deliveries and services, maturing within: 59,924 80,119 47,522
- up to 12 months 59,924 80,119 47,522
- in excess of 12 months 0 0 0
e) received advance payments for deliveries 1,245 4,231 1,724
f) liabilities on bills of exchange 0 0 0
g) from tax, customs, social security and other benefits 4,571 6,841 3,194
- from corporate income tax 918 12 0
h) from remuneration 3,275 3,972 3,641
i) others 25 268 9,157
IV. Accruals and deferred income 6,426 6,058 15,476
1. Negative goodwill 0 0 0
2. Other deferred charges and accruals 6,426 6,058 15,476
- long-term 0 0 0
- short-term 6,426 6,058 15,476
Total liabilities: 282,281 321,573 388,848
61 I PAGE
IV. Revaluation of investments 0 0 0
V. Others 687 1,987 1,045
K. Financial costs 2,011 6,455 2,920
I. Interest 1,040 2,601 1,560
- including from associates 0 0 88
II. Loss on sale of investments 0 0 0
III. Revaluation of investments 0 0 0
IV. Others 971 3,854 1,360
L. Gross profit (loss) 4,968 23,075 6,636
Current income tax 1,109 4,735 1,185
- deferred -118 314 169
M. Net profit (loss) 3,977 18,026 5,282
Separate interim statement of the comprehensive income of the Parent
Comapny (in thousand PLN)
from 01.01.2011
to 30.06.2011
from 01.01.2011 to
31.12.2011
from 01.01.2012
to 30.06.2012
Net profit (loss) 3,977 18,026 5,282
Other total revenue: 0.00 0.00 0.00
Financial assets available for sale 0.00 0.00 0.00
Collateral on cash flow 0.00 0.00 0.00
Change in the surplus from reappraisal 0.00 0.00 0.00
Other income 0.00 0.00 0.00
Income tax on other elements of total income 0.00 0.00 0.00
Total other revenue after tax 0.00 0.00 0.00
Total income 3,977 18,026 5,282
Separate interim cash flow statement of the Parent Company (in
thousand PLN) 30.06.2011 31.12.2011 30.06.2012
A. Cash flows from operating activities - indirect method
I. Gross profit (loss) 4,968 23,075 6,636
II.Total adjustments 6,647 13,715 -8,170
1. Profit (loss) of minority shareholders 0 0 0
2.Shares in net profit (loss) of subsidiaries and affiliates consolidated by
equity method 0 0 0
3.Depreciation 5,445 10,998 6,593
- write-offs of goodwill in subsidiaries or negative goodwill in subsidiaries 0 0 0
4.Exchange gains (losses) -13 13 22
5.Interest and profit sharing (dividend) 1,416 2,457 1,397
6.Profit (loss) on investment activities 40 -178 17
7.Change in reserves -213 -374 -190
8.Change in inventory -7,447 -10,288 -6,854
9. Change in receivables 11,737 -3,780 22,418
10.Change in short-term liabilities excluding credits and loans -3,804 22,465 -30,318
62 I PAGE
11.Change in prepayments and accruals 157 -2,395 120
12. Income tax paid -672 -5,203 -1,375
13.Other adjustments 1 0 0
III. Net cash flows from operating activities (I+/-II) 11,615 36,790 -1,534
B. Cash flows from investment activities 0 0 0
I. Inflows 208 610 204
1. Disposal of intangible assets and property, plant and equipment 206 608 202
2. Disposal of investments in real property and in intangible assets 0 0 0
3.From financial assets, including: 2 2 2
a) in associates 0 0 0
- sale of financial assets 0 0 0
- dividend and profit sharing 0 0 0
- repayment of long-term loans 0 0 0
- interest 0 0 0
- other inflows from financial assets 0 0 0
b) in other entities 2 2 2
- sale of financial assets 0 0 0
- dividend and profit sharing 2 2 2
- repayment of long-term loans 0 0 0
- interest 0 0 0
- other inflows from financial assets 0 0 0
4.Other inflows from investment activities 0 0 0
II. Outflows 17,202 37,010 12,336
1.Acquisition of intangible assets and property, plant and equipment 17,202 28,620 11,887
2. Investments in real property and in intangible assets 0 0 0
3.For financial assets, including: 0 8,390 449
a) in associates 0 8,390 449
- acquisition of financial assets 0 8,390 449
- granted long-term loans 0 0 0
b) in other entities 0 0 0
- acquisition of financial assets 0 0 0
- granted long-term loans 0 0 0
4.Other outflows from investment activities 0 0 0
III. Net cash flows from investment activities (I-II) -16,994 -36,400 -12,132
C. Cash flows from financial activities 0 0 0
I. Inflows 26,187 33,626 25,293
1.Net inflows from issuance of shares and other capital instruments and
from capital contributions 0 0 0
2.Credits and loans 26,187 33,626 14,597
63 I PAGE
3.Issuance of debt securities 0 0 0
4.Other inflows from financial activities 0 0 10,696
II. Outflows 14,489 23,074 8,267
1.Purchase of own shares 0 0 0
2.Dividends and other payments to shareholders 0 0 0
3.Profit distribution liabilities other than profit distribution payments to
shareholders 0 0 0
4.Repayment of credits and loans 11,476 17,534 3,991
5.Redemption of debt securities 0 0 0
6.Expenditure from other financial liabilities 0 0 0
7.Payment of liabilities arising from financial leases 1,595 3,201 2,818
8.Interest 1,418 2,339 1,458
9.Other outflows from financial activities 0 0 0
III. Net cash flows from financial activities (I-II) 11,698 10,552 17,026
D. Total net cash flows (A.III+/-B.III+/-C.III) 6,318 10,942 3,360
E. Balance sheet change in cash, including: 6,218 10,929 3,338
- change in cash due to exchange rate differences 100 13 22
F. Cash opening balance 145 145 11,087
G. Closing balance of cash (F+/-D), including: 6,463 11,087 14,448
Separate interim statement of changes in equity of the Parent
Company (in thousand PLN) 30.06.2011 31.12.2011 30.06.2012
I. Opening balance of equity (OB) 147,163 147,163 165,496
- valuation adjustments 0 0 0
I.a. Opening balance of equity capital (fund) (OB), adjusted 147,163 147,163 165,496
1. Opening balance of stated capital (fund) 8,990 8,990 8,990
1.1. Changes in stated capital (fund) 0 0 3,372
a) increase (due to) 0 0 3,372
- share issue (stock issue) 0 0 3,372
- increases in capital from net profit 0 0 0
b) decrease (due to) 0 0 0
- redemption of shares 0 0 0
1.2. Closing balance of stated capital (fund) 8,990 8,990 12,362
2. Opening balance of called up stated capital 0 0 0
2.1. Change in called up stated capital 0 0 0
a) increase (due to) 0 0 0
b) decrease (due to) 0 0 0
2.2. Closing balance of called up stated capital 0 0 0
3. Opening balance of own shares 0 0 0
a) increase 0 0 0
b) decrease 0 0 0
3.1. Closing balance of own shares 0 0 0
4. Opening balance of supplementary capital (fund) 87,174 87,174 101,378
4.1. Changes in supplementary capital (fund) 14,204 14,204 62,933
a) increase (due to) 14,204 14,204 62,933
- issue of shares above face value 0 0 53,909
- from profit distribution (statutory) 0 0 0
- from profit distribution (above the statutory value) 14,204 14,204 9,024
64 I PAGE
b) decrease (due to) 0 0 0
- loss coverage 0 0 0
4.2. Closing balance of supplementary capital (fund) 101,378 101,378 164,311
5. Opening balance of revaluation reserve capital (fund) 21,587 21,587 21,894
5.1. Changes in revaluation reserve capital (fund) 0 307 14,144
a) increase (due to) 0 359 17,462
b) decrease (due to) 0 52 3,318
- disposal of property, plant and equipment 0 0 0
5.2. Closing balance of revaluation reserve capital (fund) 21,587 21,894 36,038
6. Opening balance of other reserve capitals (funds) 936 936 936
6.1. Changes in other reserve capitals (funds) 0 0 0
a) increase (due to) 0 0 0
b) decrease (due to) 0 0 0
6.2. Closing balance of other reserve capitals (funds) 936 936 936
7. Opening balance of Minority capital 0 0 0
Changes in capital 0 0 0
increase 0 0 0
decrease 0 0 0
Minority capital at the end of year 0 0 0
8. Opening balance of previous years' profit (loss) 28,477 28,477 32,298
8.1. Opening balance of previous years' profit 28,477 28,477 32,298
- adjustments of fundamental errors 0 0 0
8.2. Opening balance of previous years' profit after adjustments 28,477 28,477 32,298
a) increase (due to) 0 0 0
- distribution of previous years'� profit 0 0 0
- revaluation of fixed assets 0 0 0
b) decrease from/of profit division 14,204 14,204 18,025
8.3. Closing balance of previous years' profit 14,273 14,273 14,273
8.4. Opening balance of previous years' loss 0 0 0
- adjustments of fundamental errors 0 0 0
8.5. Opening balance of previous years' loss after adjustments 0 0 0
a) increase (due to) 0 0 0
- re-booking of previous years' loss to be covered 0 0 0
b) decrease (due to) 0 0 0
8.6. Closing balance of previous years' loss 0 0 0
8.7. Closing balance of previous years' profit (loss) 14,273 14,273 14,273
9. Net result 3,977 18,026 5,282
a) net profit 3,977 18,026 5,282
b) net loss 0 0 0
c) write-offs on profit 0 0 0
II. Closing balance of equity (CB) 151,140 165,496 233,202
III.
Equity (fund) including proposed profit distribution (loss
coverage) 151,140 165,496 233,202
65 I PAGE
Selected financial data thousands PLN thousands EUR
30.06.2011 30.06.2012 30.06.2011 30.06.2012
I. Net revenue from sales of products,
goods and material 146,959 157,143 37,042 37,197
II. Profit (loss) on operating activities 5,522 7,406 1,391 1,753
III. Gross profit (loss) 4,968 6,636 1,252 1,571
IV. Net profit (loss) 3,977 5,282 1,002 1,250
V. Net cash flows from operating
activities 11,615 -1,534 2,927 -363
VI. Net cash flows from investment
activities -16,994 -12,132 -4,283 -2,872
VII. Net cash flows from financial
activities 11,698 17,026 2,948 4,030
VIII. Total net cash flows 6,318 3,360 1,592 795
IX. Number of shares 1,018,127 1,400,000 1,018,127 1,400,000
X. Profit (loss) per ordinary share 3.78 3.76 0.95 0.89
XI. Diluted profit (loss) per ordinary
share 3.78 3.76 0.95 0.89
XII. Declared or paid dividend per
ordinary share 0 6.40 0.00 1.51
Selected financial data thousands PLN thousands EUR
31.12.2011 30.06.2012 31.12.2011 30.06.2012
I. Total assets 321,573 388,848 72,807 91,251
II. Liabilities and reserves for
liabilities 156,077 155,646 35,337 36,525
III. Long term liabilities
20,772 15,788 4,703 3,705
IV. Short-term liabilities 121,121 113,042 27,423 26,528
V. Equity capital 165,496 233,202 37,470 54,726
VI. Share capital 8,990 12,362 2,035 2,901
VII. Number of shares 1,018,127 1,400,000 1,018,127 1,400,000
VIII. Book value per share 162.55 166.57 36.80 39.09
IX. Diluted book value per share 118.21 166.57 26.76 39.09
Selected financial data included in the financial statements for the first six months of 2012 were calculated
according to the following PLN/EUR exchange rates:
- individual balance sheet assets and liabilities of the statement of financial position are calculated
according to the average EUR rate applicable on 29 June 2012, as set by the National Bank of
Poland, i.e. 4.2613 PLN and on 31 December 2011 – 4.4168 PLN.
- individual items on the profit and loss account and cash flow account are converted to EUR
according to the rate which was the arithmetical average of the average rates set by the National
Bank of Poland and applicable on the last day of each financial year:
- for the period January - June 2012 – 4.2246 PLN.
- for the period January - June 2011 – 3.9673 PLN.
66 I PAGE
EUR exchange rate to calculate the items of profit and loss account and cash flow statement:
Arithmetic mean of average NBP EUR exchange rates at the end of each month for the period 01.01-
30.06.2012
Table Month EUR rate
21/A/NBP/2012 dated 31.01.2012 January 4.2270
42/A/NBP/2012 dated 29.02.2012 February 4.1365
64/A/NBP/2012 dated 30.03.2012 March 4.1616
84/A/NBP/2012 dated 30.04.2012 April 4.1721
105/A/NBP/2012 dated 31.05.2012 May 4.3889
125/A/NBP/2012 dated 29.06.2012 June 4.2613
Average EUR rate 4.2246
Arithmetic mean of average NBP EUR rates at the end of each month for the period 01.01.-30.06.2011
Table Month EUR rate
20/A/NBP/2011 dated 31.01.2011 January 3.9345
40/A/NBP/2011 dated 28.02.2011 February 3.9763
63/A/NBP/2011 dated 31.03.2011 March 4.0119
83/A/NBP/2011 dated 29.04.2011 April 3.9376
104/A/NBP/2011 dated 31.05.2011 May 3.9569
125/A/NBP/2011 dated 30.06.2011 June 3.9866
Average EUR rate 3.9673
The exchange rates adopted for the valuation of the assets and liabilities expressed in foreign currencies as of
the balance sheet date:
NBP average EUR rate on 29.06.2012 – Table 125/A/NBP/2012 – 4.2613 PLN
NBP average USD rate on 29.06.2012 – Table 125/A/NBP/2012 – 3.3885 PLN
NBP average LVL rate on 29.06.2012 – Table 125/A/NBP/2012 – 6.1182 PLN
NBP average EUR rate on 31.12.2011 – Table 252/A/NBP/2011 – 4.4168 PLN
NBP average USD rate on 31.12.2011 – Table 252/A/NBP/2011 – 3.4174 PLN
NBP average LVL rate on 31.12.2011 – Table 252/A/NBP/2011 – 6.3120 PLN
NBP average EUR rate on 30.06.2011 – Table 125/A/NBP/2011 – 3.9866 PLN
NBP average USD rate on 30.06.2011 – Table 125/A/NBP/2011 – 2.7517 PLN
NBP average LVL rate on 30.06.2011 – Table 125/A/NBP/2011 – 5.6205 PLN
Earnings per ordinary share for the first six months of 2012 were calculated by dividing the net profit
attributable to ordinary shares, i.e. PLN 4,882,000 by the weighted average number of ordinary shares:
1,300,000. As at 30.06. 2012, earnings per ordinary share amounted to: PLN 3.76.
Earnings per ordinary share for the first six months of 2011 were calculated by dividing the net profit
attributable to ordinary shares, i.e. PLN 3,976,000 by the weighted average number of ordinary shares:
418,127. As at 30.06.2011 earnings per ordinary share amounts to PLN 3.78.
It is the opinion of the Management Board that there were/there will be no events diluting the earnings per
ordinary share both during the first six months of 2012 and during the first six months of 2011.
Book value per share during the first six months of 2012 was calculated as the ratio of equity capital of PLN
233,202,000 and the total number of shares 1,400,000.00. Book value per share as at 30.06.2012 amounted to
PLN 166.57.
Book value per share in 2011 was calculated as the ratio of equity capital of PLN 165,496,000 and the total
number of shares 1,018,127. Book value per share in 2011 amounted to PLN 162.55.
Diluted book value per share in 2011 was calculated as the ratio of the equity capital of PLN 165,496,000
and the total number of shares after dilution i.e. 1,400,000.00. Diluted book value per share in 2011
amounted to PLN 118.21.
It is the opinion of the Management Board of ZPUE S.A. that there will be no events diluting the earnings per
ordinary share during the first six months of 2012.
67 I PAGE
Explanatory notes to the Statement of the Financial Standing
6. Changes in intangible assets
Intangible assets (of the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) costs of completed development work 12,541 12,356
b) goodwill 0 0
c) concessions, patents, licences and other assets, including: 4,184 3,476
-computer software 1,854 1,419
d) other intangible assets 445 339
Total intangible assets 17,170 16,171
68 I PAGE
CHANGES IN INTANGIBLE ASSETS (BY TYPE) - (in the Parent Company)
thousands PLN
a b c d e
total intangible
assets cost of completed
development work goodwill
concessions, patents, licences and other
assets, including other intangible
assets
advance payments
towards intangible assets -computer software
a) opening balance of gross value of intangible assets 19,507 0.00 6,295 3,660 1,787 27,589
b) increases (due to) 468 0.00 0 0 0 0 468
- purchase 468 0.00 0 0 0 468
-developed by the company 0 0.00 0 0 0 0
c) deductions (due to) 0 0.00 14 14 0 0 14
-liquidation 0 0.00 14 14 0 14
-sales 0 0.00 0 0 0 0
d) closing balance of gross value of intangible assets 19,975 0.00 6,281 3,646 1,787 0 28,043
e) opening balance of accumulated depreciation 6,509 0.00 2,394 1,952 1,395 10,298
f) depreciation for the period (due to) 1,110 0.00 411 275 53 0 1,574
-write-offs 1,110 0.00 411 275 53 1,574
-decreases (sale, liquidation) 0 0.00 0 0 0 0
g) closing balance of accumulated depreciation 7,619 0.00 2,805 2,227 1,449 0 11,872
h) opening balance of write-offs due to permanent impairment loss 0 0.00 0 0 0 0 0
-increases 0 0.00 0 0 0 0
-decreases 0 0.00 0 0 0 0
i) closing balance of write-offs due to permanent impairment loss 0 0.00 0 0 0 0
j) closing balance of net value of intangible assets 12,356 0.00 3,476 1,419 339 0 16,171
69 I PAGE
7. Changes in fixed assets
PROPERTY, PLANT AND EQUIPMENT (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) fixed assets, including 93,351 106,129
-land (including perpetual usufruct right to the land) 5,399 6,947
-buildings, commercial premises and civil engineering facilities 53,020 58,318
-equipment and machinery 25,141 31,401
-means of transport 8,766 7,259
-other fixed assets 1,025 2,204
b)fixed assets under construction 9,960 6,958
Property, plant and equipment, total 103,311 113,087
INTANGIBLE ASSETS (ownership structure at the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) proprietary 17,170 16,171
b) used based under the tenancy, rental or other agreement, including lease agreement, including: 0 0
Total intangible assets 17,170 16,171
70 I PAGE
CHANGES IN FIXED ASSETS (BY TYPE) - in the Parent Company
thousands PLN
-land (including
perpetual usufruct
right to the land)
-buildings,
commercial premises and civil engineering
facilities
-equipment and machinery
-means of transport
-other fixed assets
Fixed assets, total
a)opening balance of gross value of fixed assets 5,399 61,093 48,896 13,366 4,100 132,854
b) increases (due to) 1,548 1,154 5,894 3,647 409 12,652
-purchase 1,548 1,154 5,894 2,992 409 11,997
-developed by the company 0 0 0 0 0 0
- adoption of the lease 0 0 0 655 0 655
c) deductions (due to) 0 0 356 3,324 21 3,701
- value adjustments 0 0 309 2,696 18 3,023
-sales 0 0 47 627 4 678
d) closing balance of gross value of fixed assets 6,947 62,247 54,434 13,689 4,488 141,805
e)opening balance of accumulated depreciation 0 3,330 20,772 5,652 2,048 31,802
f) depreciation for the period (due to) 0 599 2,261 778 237 3,874
-write-offs 0 599 2,459 989 255 4,302
-decrease (liquidation, sale, lease) 0 0 -198 -211 -19 -428
g)closing balance of accumulated depreciation 0 3,929 23,033 6,430 2,284 35,676
h)opening balance of write-offs due to permanent impairment loss 0 0 0 0 0 0
-increases 0 0 0 0 0 0
-decreases 0 0 0 0 0 0
i) closing balance of write-offs due to permanent impairment loss 0 0 0 0 0 0
j) closing balance of net value of fixed assets 6,947 58,318 31,401 7,259 2,204 106,129
71 I PAGE
Balanced fixed assets/ownership structure (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) proprietary 84,584 100,961
b) used under the tenancy, rental or another agreement, including lease agreement 8,767
5,168
Total balance sheet fixed assets 93,351 106,129
Fixed assets recognised off-balance sheet (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
Used under the tenancy, rental or other agreement, including lease agreement 0 0
Fixed assets recognised off-balance sheet, total 0 0
8. Long-term receivables
Long-term receivables (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) from associates 0 0
b) from other entities 123 55
Net long-term receivables 123 55
c) allowance for uncollectible accounts 16 7
Gross long-term receivables 139 62
Long-term receivables (foreign currency structure) in the Parent
Company unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 123 55
b) in foreign currency (by currency and after conversion to PLN) 0 0
Long-term receivables, total 123 55
Changes in long-term allowance for uncollectible accounts thousands PLN
30.06.2011 30.06.2012
a) opening balance 58 13
b) increases due to: 0 0
c) decreases due to 42 6
d) closing balance of long-term allowance for uncollectible accounts 16 7
9. Long-term investments
4.1 Real estate
Change in the value of the real property (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) opening balance 6,150 6,076
b) increases due to: 0 0
c) decreases 50 53
d) closing balance 6,100 6,023
4.2. Long-term financial assets
As at the balance sheet date, ZPUE SA holds:
• 28 shares in: Przedsiębiorstwo Aparatów i Konstrukcji Energetycznych ZMER Sp. z o.o. in Kalisz, having the total
72 I PAGE
value of PLN 47,600.00. The shares owned by ZPUE SA represent 3.92% of the share capital and entitle to exercise 3.92% of
votes in the total number of votes at the AGM. In 2012, ZPUE SA received from: Przedsiębiorstwo Aparatów i Konstrukcji
Energetycznych ZMER Sp. z o.o. in Kalisz, a dividend of PLN 2,490.00.
• 14,986 shares of ZPUE Gliwice sp. z o.o. representing 99.91% of the share capital of the said company and entitling
to 99.91% of votes at the Shareholders' Meeting of ZPUE Gliwice sp. z o.o. The value of the acquired shares amounts to PLN
12,118,928.00. The share capital of ZPUE Gliwice sp. z o.o. amounts to PLN 1,500,000.00 and is divided into 15,000 shares
of the value of PLN 100.00 per share.
• 1,870,439 shares of Elektromontaż-1 Katowice S.A., representing 99.32% of its share capital and entitling to
99.32% of the votes at the General Shareholders' Meeting of Elektromontaż-1 Katowice S.A. The value of the acquired shares
amounts to: PLN 26,074,288.44; and following the appraisal made by the independent auditor, the value of the acquired
shares amounts to: PLN 34,026,050.00 The share capital of Elektromontaż-1 Katowice SA amounts to PLN 6,628,902.72 and
is divided into 1,883,211 shares of the value of PLN 3.52 PLN.
• 2 shares of ZPUE Tools Sp. z o.o. representing 100% of the share capital of the said company and entitling to 100%
of votes at the Shareholders' Meeting of ZPUE Tools Sp. z o.o. The value of the acquired shares amounts to: PLN
17,676,901.17; and following the appraisal made by the independent auditor, the value of the acquired shares amounts to:
PLN 23,063,290.00 The share capital of ZPUE Tools Sp. z o.o. amounts to PLN 60,000.00 and is divided into 12 shares of
the value of PLN 5,000.00 per share.
• 300 shares of ZPUE Poles Sp. z o.o. representing 100% of the share capital of the said company and entitling to
100% of votes at the Shareholders' Meeting. The value of the acquired shares amounts to: PLN 13,529,760.39; and following
the appraisal made by the independent auditor, the value of the acquired shares amounts to: PLN 17,653,210.00 The share
capital of ZPUE Poles Sp. z o.o. amounts to PLN 15,000.00, and is divided into 300 shares of the value of PLN 50.00 per
share.
• The share in "Zavod Blochnykh Komplektnykh Transformatornykh Podstantzy" OOO at the Urban Settlement of
Tolmachevo (Leningrad Oblast, Russian Federation) representing 51% of the share capital of the said company and
authorizing ZPUE S.A. to 51% of votes at the Shareholders' Meeting of the company. The value of the acquired share
amounts to PLN 1,131,469.62. The share capital of: "Zavod Blochnykh Komplektnykh Transformatornykh Podstantzy" OOO
amounts to RUB 10,000.00.
• The share in "Promyshlennye investicii" OOO at the Urban Settlement of Tolmachevo (Leningrad Oblast, Russian
Federation) representing 51% of the share capital of the said company and entitling ZPUE S.A. to 51% of votes at the
Shareholders' Meeting of the company. The value of the acquired shares amounts to: PLN 7,231,469.62. The share capital of
the company "Promyshlennye investicii" OOO amounts to RUB 85,000,000.00.
• The share in ZPUE Ukraina Sp. z o.o. (Dnipropetrovsk Oblast, Ukraine) representing 80% of the share capital of the
said company and entitling ZPUE S.A. to 80% of votes at the Shareholders' Meeting of the company. The value of the
acquired shares amounts to: PLN 36,644.72. The share capital of "ZPUE Ukraina Sp. z o.o." amounts to EUR 8,000.00.
• The share in ZPUE Trade, s.r.o. (ZPUE Trade) in Napajedla (Czech Republic), representing 73.33% of the share
capital of the said company and entitling ZPUE S.A. to 73.33% of votes at the Shareholders' Meeting of the company. The
value of the acquired shares amounts to: PLN 442,447.05. Share capital of the company amounts to CZK 210,000,00.
• The interest in ZPUE Balkani, EOOD in Sofia (Republic of Bulgaria), representing 100% of the share capital of the
said company and authorizing ZPUE S.A. to 100% of votes at the Shareholders' Meeting of the company. Share capital of the
company amounts to BGN 300. The value of the acquired shares amounts to: 1,179.34
The following financial statements have been subject to consolidation: of ZPUE S.A., of ZPUE Gliwice Sp. z o.o., of
Elektromontaż-1 Katowice S.A., of ZPUE Tools Sp Z o.o., and of ZPUE Poles Sp. Z o.o. Shares in the above companies have
been excluded from the consolidated financial statements. Financial statements of the following subsidiaries have not been
subject to consolidation: "Zavod Blochnykh Komplektnykh Transformatornykh Podstantzy" OOO, "Promyshlennye
investicii" OOO, ZPUE Ukraina Sp. z o.o. (Dnipropetrovsk Oblast, Ukraine), ZPUE Trade, s.r.o. (ZPUE Trade) and ZPUE
Balkani, EOOD. This has been due to their minor significance for the Group's consolidated statements and due to the fact that
the costs of procuring reliable financial information would exceed the economic benefits from procurement and presentation
thereof.
Long-term financial assets (the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) in subsidiaries 12,119 95,705
b) in related entities 0 0
c) in affiliates 0 0
d) in a significant investor 0 0
e) in partner of a related entity 0 0
f) in other entities 48 48
73 I PAGE
- shares 48 48
Long-term financial assets, total 12,167 95,753
Change to long-term financial assets (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) opening balance 12,167 20,556
b) increases due to: 0 75,197
c) decreases due to 0 0
d) closing balance 12,167 95,753
Securities, shares and other long-term financial assets (currency structure) -
in the Parent Company unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 12,167 95,753
b) in foreign currency (by currency and after conversion to PLN) 0 0
- other currencies 0 0
Securities, shares and other long-term financial assets, total 12,167 95,753
Securities, shares and other long-term financial assets (by transferability)
- in the Parent Company
thousands PLN
30.06.2011 30.06.2012
A. with unlimited transferability, listed on stock exchanges (carrying value) 0.00 0.00
a) shares 0.00 0.00
b) bonds 0.00 0.00
c) others 0.00 0.00
B. with unlimited transferability, listed on the Over-The-Counter market (carrying value) 0.00 0.00
a) shares 0.00 0.00
b) bonds 0.00 0.00
c) others 0.00 0.00
C. with unlimited transferability, not listed on a regulated market (carrying
value) 12,167 78,291
a) shares 12,167 78,291
b) bonds 0 0
c) others 0 0
D. with limited transferability (carrying value) 0 0
a) shares 0 0
b) bonds 0 0
c) others 0 0
The value at cost, total 12,167 78,291
Opening balance, total 48 20,556
Value adjustments (for the period), total 0 17,462
Total carrying value 12,167 95,753
4.3. Other long-term investments
Other long-term investments (by type) - in the Parent Company thousands PLN
30.06.2011 30.06.2012
Other long-term investments, total 5,230 7,860
Change in other long-term investments (by type) - in the Parent
Company
thousands PLN
30.06.2011 30.06.2012
a) opening balance 4,566 8,583
b) increases due to: 664 0
c) decreases due to 0 723
d) closing balance 5,230 7,860
74 I PAGE
Other long-term investments (currency structure) - in the Parent
Company unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 5,230 7,860
b) in foreign currency (by currency and after conversion to PLN) 0 0
Other long-term investments, total 5,230 7,860
10. Long-term deferred charges and accruals:
5.3. Assets from deferred taxes:
Changes in assets from deferred income tax
(in the Parent Company)
thousands PLN
30.06.2011 30.06.2012
1. Opening balance of assets from deferred income tax, including: 677 723
a) reflected in financial result 677 723
b) reflected in equity capital 0 0
c) reflected in goodwill or negative goodwill 0 0
2.Increases 101 44
a) reflected in financial result of the period due to negative temporary differences,
due to: 101 44
b) reflected in financial result of the period due to loss on taxes 0 0
c) reflected in equity due to negative temporary differences (due to provisions for
retirement and death benefits) 0 0
d) reflected in equity capital due to loss on taxes (due to) 0 0
e) reflected in goodwill or negative goodwill due to negative temporary differences (due to) 0 0
3.Decreases 151 127
a) reflected in financial result of the period due to the settlement costs that were not tax deductible expenses in previous year 151 127
b) reflected in financial result of the period due to loss on taxes 0 0
c) reflected in equity capital due to negative temporary differences (due to) 0 0
d) reflected in equity capital due to loss on taxes (due to) 0 0
e) reflected in goodwill or negative goodwill due to negative temporary differences (due to) 0 0
4. Total closing balance of assets from deferred income tax, including: 627 640
a) reflected in financial result 627 640
b) reflected in equity capital 0 0
c) reflected in goodwill or negative goodwill 0 0
Current assets
I. Inventory
Inventories (Parent Company) thousands PLN
30.06.2011 30.06.2012
a)materials 7,793 7,414
b)semi-finished products and production in progress 24,233 33,651
c)finished goods 161 837
d)goods 235 216
Total inventory (carrying value) 32,422 42,118
Allowance on inventories 528 961
Total inventory 32,950 43,079
Allowance on inventories was applied to materials which have been in the warehouse for more than 1 year.
75 I PAGE
Allowance on inventories thousands PLN
30.06.2011 30.06.2012
Allowances on inventories at the beginning of the year 541 903
increases 0 59
decreases 13 0
The value of allowances on inventories 528 961
II. Short-term receivables
Short-term receivables (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a)from associates 3,827 7,972
b)receivables from other entities 92,411 81,418
-for goods and services, maturing within: 83,464 75,817
- up to 12 months 77,591 75,817
- in excess of 12 months 5,873 0
from tax, subsidy, customs, social security and other benefits 0 185
- claimed at court 0 0
-others 8,947 5,416
Net short-term receivables, total 96,238 89,390
c)allowance for uncollectible accounts 6,118 7,065
Gross short-term receivables, total 102,356 96,455
Short-term receivables from associates (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a)for deliveries and services, including: 3,827 7,972
b)other, including 0 0
d)claimed at court, including 0 0
Total net short-term receivables from associates 3,827 7,972
c)allowance for uncollectible accounts from associates 186 814
Total gross short-term receivables from associates 4,013 8,786
Changes in short-term allowance for uncollectible accounts
(in the Parent Company)
thousands PLN
30.06.2011 30.06.2012
Opening balance 5,863 7,385
a) increases (due to) - write-down 1,283 987
b) decreases (due to) 1,028 1,307
- winding-up 1,028 1,307
Closing balance of short-term allowance for uncollectible accounts 6,118 7,065
Gross short-term receivables by currency structure (the
Parent Company) unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 97,394 89,192
b) in foreign currency (by currency and after conversion to
PLN) 4,962 7,263
- 1 EUR 4,870 6,963
- 1 LVL 91 126
- 1 USD 1 174
- other currencies
Total short-term receivables 102,356 96,455
Receivables from deliveries and services - maturing after balance thousands PLN
76 I PAGE
date (in the Parent Company) 30.06.2011 30.06.2012
a)up to 1 month 30,922 30,886
b)1 to 3 months 19,867 23,268
c)3 to 6 months 3,051 0
d)6 months to 1 year 610 0
e)more than 1 year 5,890 80
f)overdue receivables 32,803 36,541
Gross receivables from deliveries and services, total 93,143 90,775
g)allowances for uncollectible accounts from deliveries and services 5,852 6,986
Net receivables from provision of deliveries and services, total 87,291 83,789
Trade receivables and services associated with the normal course of sales are the receivables maturing within one
month.
Gross overdue receivables from deliveries and services - with a
breakdown of receivables outstanding during the period (in the
Parent Company)
thousands PLN
30.06.2011 30.06.2012
a)up to 1 month 9,438 11,723
b)1 to 3 months 8,252 6,034
c)3 to 6 months 7,098 5,658
d)6 months to 1 year 4,339 8,010
e)more than 1 year 3,676 5,116
Overdue gross receivables from deliveries and services (total) 32,803 36,541
g) allowance for uncollectible accounts from deliveries and services,
overdue 5,852 6,986
Overdue net receivables from deliveries and services, total 26,951 29,555
III. Short-term investments
3.1. Short-term financial assets
Short-term financial assets (the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) in subsidiaries 0 0
b) in related entities 0 0
c) in affiliates 0 0
d) in a significant investor 0 0
e) in partner of a related entity 0 0
b) in Parent Company 0 0
g) cash and other cash assets 6,449 14,498
-cash in hand and at bank (PLN) 364 8,408
-other cash 6,085 6,090
Short-term financial assets, total 6,449 14,498
Cash and other cash assets (currency structure) - (in the Parent
Company) unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 6,384 11,758
b) in foreign currency (by currency and after conversion to PLN) 65 2,740
EUR 18 1,693
USD 22 51
LVL 25 996
Total cash and other cash assets 6,449 14,498
V. Short-term deferred charges and accruals
77 I PAGE
Short-term deferred charges and accruals (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) prepaid costs, including: 749 1,499
- settlement of insurance 267 315
- settlement related to the prepayment of subscriptions 19 230
- banking services to be settled 20 12
- property tax 343 423
- unperformed services 100 459
other 0 60
b) VAT to be settled in subsequent periods 1,695 1,754
Short-term deferred charges and accruals, total 2,444 3,253
Liabilities
Structure of share capital as at 30.06.2012:
series Type of shares Type of privilege Number of
shares
Value of issue by
its nominal value
Method of
paying the
capital
A registered,
preference
voting rights:
One share entitles to cast five
votes at the AGM,
dividend:
2 units above the rediscount
rate of the domestic bills of
exchange issued by National
Bank of Poland
100,000 PLN 883,000.00 contribution
in kind
A ordinary bearer
shares none 500,000 PLN 4,415,000.00
Contribution
in kind
(conversion
from
registered
shares)
B ordinary bearer
shares none 233,250 PLN 2,059 597.50 cash
C ordinary bearer
shares none 106,750 PLN 942,602.50. cash
D ordinary bearer
shares none 18,127 PLN 160,061.41. cash
E ordinary bearer
shares none 60,000 PLN 529,800.00. cash
f. ordinary bearer
shares none 381,873 PLN 3,371,938.59
Contribution
(shares)
Total 1,400 000 PLN
12,362,000.00
Nominal value of one share = PLN 8.83
On 16 March 2012, as a result of payment for the F Shares, the Company's Management Board issued to
KORONEA S.à r.l. a collective certificate covering 381,873 ordinary F bearer shares. Upon issue of the
certificate of shares, pursuant to article 452 of the Code of Commercial Companies, the Company's share capital
has been increased by PLN 3,371,938.59.
As a result, the share capital of ZPUE S.A. amounts to PLN 12,362,000.00, and consists of 1,400,000 shares with
a nominal value of PLN 8.83.
The 1,400,000 shares consisted of: 100,000 A series registered privileged shares and 1,300,000 ordinary bearer
shares.
The increased capital was paid with a non-cash contribution, i.e. with shares of Elektromontaż 1 Katowice S.A.,
ZPUE Poles Sp. z o.o. and ZPUE Tools Sp. z o.o. The value resulting from the investment agreement of 14
November 2011, i.e. the amount equal to the total value of F shares issue (PLN 57,280,950.00), was assumed as
78 I PAGE
the pooling cost with respect to the accepted shares. However, taking account of the appraisal made by the
independent auditor, the value of the acquired asset was revaluated to the fair value resulting from the appraisal,
i.e. to PLN 74,496,628.34.
The revaluation results were recognized under the revaluation capital. The revaluation reserve capital was
adjusted by the reserve for deferred tax from the revaluation of the assets.
B. Liabilities and reserves for liabilities
Reserves for liabilities
Changes in reserves from deferred income tax (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
1. Opening balance of reserve from deferred taxes, including: 7,166 7,219
a) reflected in financial result 2,393 2,753
b) reflected in equity due to adjustments of depreciation of fixed assets 4,773 4,466
c) reflected in goodwill or negative goodwill 0 0.00
2.Increases 42 3,539
a) reflected in financial result due to positive temporary differences 42 222
b) reflected in equity capital due to positive temporary differences (due to
depreciation) 0 3,318
c) reflected in goodwill or negative goodwill due to positive temporary differences 0 0.00
3.Decreases 210 135
a) reflected in financial result due to positive temporary differences (due to
depreciation) 210 135
b) reflected in equity capital due to positive temporary differences 0 0
c) reflected in goodwill or negative goodwill due to positive temporary differences
(due to) 0 0
4. Closing balance of reserve from deferred taxes, total 6,998 10,623
a) reflected in financial result 2,224 2,839
b) reflected in equity capital 4774 7,784
c) reflected in goodwill or negative goodwill 0.00 0.00
Changes in provisions for pensions and similar benefits (by title) - in the Parent
Company
thousands PLN
30.06.2011 30.06.2012
a) opening balance 977 655
b)increases 33 0
c) use 0 0
d) dissolution 0 0
e)closing balance 1,009 655
Changes in other consolidated long-term provisions by title - in the Parent
Company
thousands PLN
30.06.2011 30.06.2012
a) opening balance 0 0
b)increases 0 0
c) use 0 0
d) dissolution 0 0
e)closing balance 0 0
Changes in other short-term provisions by title thousands PLN
30.06.2011 30.06.2012
a) opening balance 305 252
- provision for the audit of financial statements 21 29
- provision for intermediary sales services 120 125
- provision for performance bond 6 6
79 I PAGE
- provision for transport services 158 93
b)increases 70 42
- provision for the audit of financial statemenrs 0 19
- provision for intermediary sales services 0 0
- provision for performance bond 0 0
- provision for transport services 70 23
c) dissolution/use 316 232
- provision for the audit of financial statements 21 29
- provision for intermediary sales services 120 125
- provision for performance bond 0 0
- provision for transport services 175 78
e)closing balance 59 62
- provision for the audit of financial statements 0 19
- provision for intermediary sales services 0 0
- provision for performance bond 6 6
- provision for transport services 53 38
Long term liabilities
Long-term liabilities (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) to subsidiaries 0 0
b) to related entities 0 0
c) to affiliates 0 0
d) to significant investor 0 0
e) to a partner of a related entity 0 0
f) to the Parent Company 0 0
g) to other entities 17,364 15,788
-credits and loans 14,587 15,277
- other liabilities from financial leasing 2,777 511
Long-term liabilities, total 17,364 15,788
Long-term liabilities maturing after the balance sheet date - in the Parent
Company
thousands PLN
30.06.2011 30.06.2012
a) 1 to 3 years 17,364 15,788
b) 3 to 5 years 0 0
c) more than 5 years 0 0
Long-term liabilities, total 17,364 15,788
Long-term liabilities, currency structure - in the Parent
Company unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 16,954 15,788
b) in foreign currency (by currency and after conversion to
PLN) 410 0
Long-term liabilities, total 17,364 15,788
80 I PAGE
Long-term liabilities from loans and advances:
The value of the long-term liabilities arising from loans and credits are the liabilities incurred by the Parent
Company ZPUE S.A.
Details Value of credit
granted
Debt as at
1.01.2012
Situation as at
30.06.2012 Loan collateral
Credit Agreement with PKO BP SA
(No 67 1020 2629
0000 9796 0046 0568) of 7 October
2010 for investment
credit (hereinafter: Agreement) amended
pursuant to the
annexes: No 1 of 30 December 2010, No
2 of 31 January
2011, No 3 of 31 March 2011, No 4 of
20 April 2011, No 5
of 24 May 2011, No 6 of 3 June 2011, No
7 of 22 November
2011 and No 8 of 25 April 2012.
23,065
in t
hou
sand
PL
N
14,775
in t
hou
sand
PL
N
12,276
The security of the Bank's receivables from the
Company includes:
-- joint mortgage up to the amount of PLN 39,210,000 on the Company's title to the real
property situated in Włoszczowa, for which the
District Court in Włoszczowa, 4th Land and Mortgage Register Division maintains the land
and mortgage registers No KI1W/00028347/2
and KI1W/00031436/7 and the transfer of monetary receivables from the property insurance
agreement;
- registered pledge on the purchased fixed assets, which are the subject of the investment and the
transfer of monetary receivables from the
insurance agreements for these fixed assets, - transfer of title ("under a condition precedent")
to fixed assets until the effective execution of
such pledge, - a declaration of being subject to bank
enforcement procedures,
- a blank bill of exchange along with a bill of exchange declaration,
- deduction clause for accounts held for the
Company in the Bank, - a transfer of receivables under the contract for
subsidising the investment project to the Bank
and the authorization for administering the
account to which the subsidy is transferred;
- surety from Stolbud Włoszczowa S.A. up to the
amount of PLN 9,590 000,00. PLN
Credit Agreement
with PKO BP SA in
the form of a multi-purpose credit limit
No 75 1020 2629
0000 9602 0229 7216 (No 202-
127/LW/I/13/2007)
of 5 September 2007 for amended
pursuant to the
annexes: No 1 of 2 June 2008, No 2 of 4
June 2008, No 3 of 3
September 2010, No 4 of 6 September
2010 and No 5 of 7
October 2010 (hereinafter:
Agreement)
The multi-purpose
credit limity (in
PLN) in the amount of PLN
17,000,000,
whereby the Bank granted to the
Company:
- current account overdraft - up to
the amount of
PLN 9,000,000, - Non-renewable
working capital
loan - up to the
amount of PLN
12,000,000, PLN,
- bank guarantees for domestic and
foreign
transactions - up to the amount of
5,100,000 PLN
in t
hou
sand
PL
N
3,855
in t
hou
sand
PL
N
2,470
The security of the Bank's receivables from the Company includes:
- a joint capped rate mortgage up to the amount
of PLN 20,400,000 on the Company's real property situated in Włoszczowa, for which the
District Court in Włoszczowa, 4th Land and
Mortgage Register Division maintains the land and mortgage registers No 28347 and 31436 and
the transfer of monetary receivables from the insurance agreement for the aforesaid real
property;
- a borrower blank bill of exchange along with a bill of exchange declaration;
i) bill of exchange endorsements:
ZPUE M.B. Wypychewicz spółka
jawna,
Stolbud Włoszczowa S.A.,
ZPUE Holding sp. z o.o.,
- deduction clause for accounts held in PKO BP S.A.
- a declaration of being subject to execution
proceedings by the Company and the sureties
81 I PAGE
The value of liabilities under financial leases to be repaid within the period longer than a year from the balance
sheet date constitutes other consolidated financial liabilities.
Short-term liabilities
Short-term liabilities (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) to subsidiaries 1,782 9,599
b) to related entities 0 0
c) to affiliates 0 0
d) to significant investor 0 0
e) to a partner of a related entity 0 0
credits and loans, including: 0 0
long-term during repayment period 0 0
from the issuance of securities 0 0
from dividends 0 0
other financial liabilities, including: 0 0
for deliveries and services, maturing within: 0 0
up to 12 months 0 0
in excess of 12 months 0 0
received advance payments for deliveries 0 0
liabilities on bills of exchange 0 0
other (by type) 0 0
f) to the Parent Company 0 0
g) to other entities 97,504 103,443
-credits and loans, including: 25,246 36,656
- long-term during repayment period 0 0
- other financial liabilities, including: 3,217 1,549
-for deliveries and services, maturing within: 59,924 47,522
- up to 12 months 59,924 47,522
-received advance payments for deliveries 1,245 1,724
-from tax, customs, social security and other benefits 4,571 3,194
- from remuneration 3,275 3,641
- other (by title) 25 9,157
Liabilities arising from dividend (for 2011) 0 9,001
h) special funds (by title) 0 0
Short-term liabilities, total 99,285 113,042
Gross short-term liabilities (currency structure) in the Parent
Company unit currency
thousands PLN
30.06.2011 30.06.2012
a) in Polish currency 95,263 107,355
b) in foreign currency (by currency and after conversion to PLN) 4,022 5,687
- 1 EUR 3,830 5,134
- 1 USD 192 553
Credit Agreement with PKO BP SA
(No 06 1020 2629
0000 9196 0054 2373) for the
Investment Credit in
PLN of 20 April 2011 (hereinafter:
Agreement).
850
in t
hou
sand
PL
N
638
in t
hou
sand
PL
N
531
The security of the Bank's receivables from the Company includes:
- joint mortgage up to the amount of PLN
1,896,000 on the real property for which the District Court in Włoszczowa, 4th Land and
Mortgage Register Division maintains the land
and mortgage registers No KI1W/00028347/2 and KI1W/00031436/7 and the transfer of
monetary receivables from the insurance
agreement for the real property, - Company's declaration of being subject to bank
enforcement procedures,
- Company's blank bill of exchange endorsed with a bill of exchange declaration;
- deduction clause for accounts held in the Bank.
82 I PAGE
- 1 LVL
Short-term liabilities, total 99,285 113,042
Short-term liabilities as at 30.06.2012 from credits and loans:
Liabilities from credits and loans in the Parent Company ZPUE SA
Details Value of credit
granted Debt as at 1.01.2011
Situation as at
30.06.2012 Loan collateral
Credit Agreement
with PKO BP SA in the form of a multi-
purpose credit limit
No 75 1020 2629 0000 9602 0229 7216
(No 202-
127/LW/I/13/2007) of 5 September 2007 for
amended pursuant to
the annexes: No 1 of 2 June 2008, No 2 of 4
June 2008, No 3 of 3
September 2010, No 4 of 6 September 2010
and No 5 of 7 October 2010 (hereinafter:
Agreement)
The multi-purpose
credit limity (in
PLN) in the amount of PLN
17,000,000,
whereby the Bank granted to the
Company:
- current account overdraft - up to
the amount of
9,000,000 PLN, - Non-renewable
working capital
loan - up to the amount of
12,000,000 PLN,
- bank guarantees for domestic and
foreign transactions - up to
the amount of
5,100,000 PLN
in t
hou
sand
PL
N
3,002 in
th
ou
sand
PL
N
3,002
The security of the Bank's receivables from the Company
includes:
- a joint capped rate mortgage up to the amount of PLN
20,400,000 on the Company's real property situated in Włoszczowa, for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division
maintains the land and mortgage registers No 28347 and 31436 and the transfer of monetary receivables from the
insurance agreement for the aforesaid real property;
- a borrower blank bill of exchange along with a bill of exchange declaration;
i) bill of exchange endorsements:
ZPUE M.B. Wypychewicz spółka jawna,
Stolbud Włoszczowa S.A.,
ZPUE Holding sp. z o.o., - deduction clause for accounts held in PKO BP S.A.
- a declaration of being subject to execution proceedings by the Company and the sureties
Credit Agreement
with PKO BP SA (No
67 1020 2629 0000 9796 0046 0568) of 7
October 2010 for
investment credit (hereinafter:
Agreement) amended
pursuant to the annexes: No 1 of 30
December 2010, No 2
of 31 January 2011, No 3 of 31 March
2011, No 4 of 20
April 2011, No 5 of 24 May 2011, No 6 of
3 June 2011, No 7 of
22 November 2011 and No 8 of 25 April
2012.
23,065
in t
hou
sand
PL
N
4,325
in t
hou
sand
PL
N
4,836
The security of the Bank's receivables from the Company includes:
- joint mortgage up to the amount of PLN 39,210,000 on
the Company's title to the real property situated in Włoszczowa, for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division
maintains the land and mortgage registers No KI1W/00028347/2 and KI1W/00031436/7 and the
transfer of monetary receivables from the property
insurance agreement; - registered pledge on the purchased fixed assets, which
are the subject of the investment and the transfer of
monetary receivables from the insurance agreements for these fixed assets,
- transfer of title ("under a condition precedent") to fixed
assets until the effective execution of such pledge, - a declaration of being subject to bank enforcement
procedures,
- a blank bill of exchange along with a bill of exchange declaration,
- deduction clause for accounts held for the Company in
the Bank, - a transfer of receivables under the contract for
subsidising the investment project to the Bank and the
authorization for administering the account to which the subsidy is transferred;
- surety from Stolbud Włoszczowa S.A. up to the amount
of PLN 9,590 000,00. PLN
Credit Agreement
with PKO BP SA (No 06 1020 2629 0000
9196 0054 2373) for
the Investment Credit in PLN of 20 April
2011 (hereinafter:
Agreement).
850
in t
hou
sand
PL
N
212
in t
hou
sand
PL
N
230
The security of the Bank's receivables from the Company includes:
- joint mortgage up to the amount of PLN 1,896,000 on
the real property for which the District Court in Włoszczowa, 4th Land and Mortgage Register Division
maintains the land and mortgage registers No
KI1W/00028347/2 and KI1W/00031436/7 and the transfer of monetary receivables from the insurance
agreement for the real property,
83 I PAGE
Accruals and deferred income
Other deferred charges and accruals
Other deferred charges and accruals - in the Parent Company thousands PLN
30.06.2011 30.06.2012
a) accruals and deferred cost 0 0
b) accruals and deferred income 6,426 15,476
- short-term (by title) - settlement of grants 0 1,820
- long-term (by title) - settlement of grants 6,426 13,656
Other deferred charges and accruals, total 6,426 15,476
- Company's declaration of being subject to bank enforcement procedures,
- Company's blank bill of exchange endorsed with a bill
of exchange declaration; - deduction clause for accounts held in the Bank.
Working capital credit
agreement (in PLN)
with Kredyt Bank SA
No 3683273ŁD20041100
of 22 April 2011
(hereinafter: Agreement), amended
by annex No 1 of 28
September 2011 and by annex No 2 of 23
April 2012.
35,000
in t
ho
usa
nd
PL
N
14,519
in t
hou
sand
PL
N
24,302
The security of the Bank's receivables from the Company includes:
- Company's blank bill of exchange;
- contractual joint mortgage up to the amount of PLN 20,000,000 on the Company's developed property
situated in Włoszczowa, for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division maintains the land and mortgage registers No
KI1W/00048108/1 and KI1W/00022541/0 as well as the
assignment of rights arising from the policy - contractual mortgage up to the amount of PLN
20,000,000 on the land real property situated in
Włoszczowa, for which the District Court in
Włoszczowa, 4th Land and Mortgage Register Division
maintains the land and mortgage register No KI1W/00035880/2, as well as the assignment of rights
arising from the policy,
- Registered pledge on the assets identified by type, of the value of PLN 35,265,000 as at 31 December 2011 – the
subject of the pledge includes the warehouse
inventory/work in progress located at the warehouses at ul. Jędrzejowska 79C, Włoszczowa, as well as
assignment of rights under the policy, excluding the risk
of theft - Company's declaration of being subject to execution
proceedings with respect to the Bank's claims arising
from the Agreement that in case of a failure to satisfy the obligations stipulated in the Agreement, the Bank shall be
entitled to issue a bank enforceable instrument up to the
total amount of PLN 43,400,000. PLN The bank is entitled to apply an enforcement clause to the bank's
enforcement title by 6 April 2016.
Multi-purpose credit
line agreement with
BNP PARIBAS BANK POLSKA SA
No
WAR/2001/11/167/CB of 5 July 2011
8,000
in t
hou
sand
PL
N
0
in t
hou
sand
PL
N
4,286
The security of the Bank's receivables from the Company
includes:
- blank bill of exchange; - registered pledge on the machines of the net book value
of PLN 1,021,987.01, as at 31.05.2011, as well as the
assignment of rights arising from the insurance policy, up to the amount of PLN 1,000,000.
- mortgage up to the amount of PLN 12,000,000 on the
developed property situated in Włoszczowa, for which the District Court in Włoszczowa, 4th Land and
Mortgage Register Division maintains the land and
mortgage register No KI1W/00020387/8, as well as the assignment of rights arising from the policy, up to the
amount of PLN 2,400,000.
- Company's declaration of being subject to bank
enforcement procedures,
84 I PAGE
Contingent receivables and liabilities
Contingent receivables from associates thousands PLN
30.06.2011 30.06.2012
a) obtained surety and guarantees 0 0
b) others 0 0
Contingent receivables from associates, total 0 0
Contingent liabilities to associates thousands PLN
30.06.2011 30.06.2012
a) granted surety and guarantees 9,500 15,500
b) others 0 0
Contingent liabilities to associates, total 9,500 15,500
The value of contingent liabilities, as at 30.06.2012, amounted to: PLN 15,500,000
This value represents:
Surety for repayment of the liabilities arising from the Agreement No 270-1/4/RB/2007 concluded
with PKO BP S.A. for a current account credit of PLN 5,000,000
Surety of repayment based on a patronage declaration with regard to repaying the liabilities of
STOLBUD Włoszczowa S.A. up to PLN 4,500,000, resulting from Contract No 202-
127/3/I/10/2007 signed with PKO BP S.A. for a non-renewable working capital loan of PLN
7,000,000.
The contingent liabilities in question were granted with the consent of the Supervisory Board
(Resolution no. 11/2010) and will be binding until 30 June 2014.
Surety granted on 14 March 2011 to STOLBUD Włoszczowa S.A. for repayment of the liabilities
up to PLN 6,000,000 towards Alior Bank S.A., arising from the Current Account Credit Agreement
U0001631804685. The Management Board of ZPUE S.A. issued the surety in the form of a deposit
paid for the period from 14 March 2011 to 9 March 2012. In order to secure ZPUE S.A.'s
receivables from the property surety issued to STOLBUD Włoszczowa S.A., which consists of the
main receivable, interest receivables and other potential charges, STOLBUD Włoszczowa S.A. will
establish ordinary mortgage of up to PLN 6,340,000 for the benefit of the Issuer.
Clarification to the profit and loss account:
Net revenues from sales of products (structure - the types of activities) -
in the Parent Company
thousands PLN
30.06.2011 30.06.2012
- from the sale of products 93,374 113,494
- including from associates 2,305 3,196
- from the sale of services 23,290 17,100
- including from associates 16 24
Net revenue from sale of products, total 116,664 130,594
- including from associates 2,321 3,220
Net revenues from sales of products (territorial structure) (in the Parent
Company)
thousands PLN
30.06.2011 30.06.2012
a) domestic 103,457 109,435
- including from associates 2,321 1,348
b) export 13,207 21,159
- including from associates 0 1,872
Net revenue from sale of products, total 116,664 130,594
- including from associates 2,321 3,220
85 I PAGE
Net revenue from sales of goods and materials (structure - type of
activity) - in the Parent Company
thousands PLN
30.06.2011 30.06.2012
- revenue from sales of materials 30,289 26,545
- including from associates 124 668
-revenue from sale of goods 6 4
- including from associates 0
Total net revenue from sales of goods and materials 30,295 26,549
- including from associates 124 668
Net revenue from sales of goods and materials (territorial structure) - in
the Parent Company
thousands PLN
30.06.2011 30.06.2012
a) domestic 30,125 26,203
- including from associates 124 668
b) export 170 346
- including from associates
Net revenue from sales of goods and materials, total 30,295 26,549
- including from associates 124 668
Costs by type - in the Parent Company thousands PLN
30.06.2011 30.06.2012
a)depreciation 4,951 5,874
b)use of materials and energy 67,579 78,108
c) third-party services 24,484 21,468
d)taxes and fees 730 827
e)salaries 19,196 21,567
f)social security and other benefits 3,948 4,846
g) other costs by type (due to) 1,331 908
Costs by type, total 122,219 133,598
Changes in inventory, products, prepayments and accruals -7,141 -7,067
Cost of products manufactured for the entity's own needs (negative value) -1,165 -724
Cost of sales (negative) -5,825 -8,543
General administrative expenses (negative) -14,982 -15,543
Cost of producing goods sold 93,106 101,721
Other operating revenue
Other operating revenue thousands PLN
30.06.2011 30.06.2012
profit on sales of non-financial fixed assets 0 0
subsidies 539 1,265
Other operating revenue, including: 1,952 1,744
a) dissolution of the reserve (due to) 278 145
- to adjust the repaid receivables 210 114
- to adjust the written off receivables 68 31
- to adjust inventories 0 0
b) revenue from lease of assets, including: 1,365 1,334
- revenues from the rent (with respect to investment property) 44 71
c) compensation received 67 70
d) cash bonuses received 148 113
e) other 94 82
Other operating revenue, total 2,491 3,009
Other operating costs
Other operating costs thousands PLN
30.06.2011 30.06.2012
86 I PAGE
Loss on sales of non-financial fixed assets 40 117
Revaluation of non-financial assets 623 138
Other operating costs, including: 1,444 1,657
a) costs of the lease of assets, including: 1,140 1,212
- direct operating costs relating to the investment property that generated
revenue from the rent throughout a given period of time 53 53
- direct operating costs relating to the investment property that did not generate revenue from the rent throughout a given period of time 0 0
b) compensation paid 87 37
c) cash bonuses paid 0 0
d) other 217 408
Other operating cost, total 2,107 1,912
Financial revenue
Financial revenue from interest, total thousands PLN
30.06.2011 30.06.2012
a) from loans granted 0 0
b) from cash held in bank 86 149
c) from overdue receivables - paid 110 237
c) from overdue receivables - billed, yet not paid 550 705
c) from overdue liabilities - cancelled 11 12
f) from return of VAT on fuel 11 0
Financial revenue from interest, total 768 1,103
- including from associates 37 259
Other financial revenue (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) currency translation gains, including 0 164
b) reversed reserves (due to) 0 846
b) other, including: 687 35
Other financial revenue, total 687 1,045
Financial costs
Financial revenue from interest (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) from credits and loans 794 1,339
- to other entities 794 1,339
b) other interest 246 221
- to associates 0 87
- to other entities 246 134
Financial costs from interest, total 1,040 1,560
Other financial costs (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
a) foreign exchange losses, including: 9 0
b) established reserves (due to) 647 908
- interest receivables 647 908
b) other, including: 315 452
Other costs, total 971 1,360
Financial revenue from dividends and other profit sharing (in the
Parent Company)
thousands PLN
30.06.2011 30.06.2012
a) from associates 0 0
b) from other entities 2 2
Financial revenue from dividends and other profit sharing, total 2 2
87 I PAGE
Income tax
Current income tax (in the Parent Company) thousands PLN
30.06.2011 30.06.2012
1.Gross profit (loss) 4,968 6,636
2. Consolidation adjustments
3. Difference between gross profit (loss) and income tax base (by title) 870 -405
4.Income tax base 5,838 6,232
5. Income tax at the rate of 19% 1,109 1,184
6. Increases, omissions, exemptions, deductions and tax reductions 0 1
7. Current income tax declared in tax declaration for the period, including: 1,109 1,185
- indicated in profit and loss account 1,109 1,185
- relating to items increasing or decreasing equity capital 0 0
- relating to items increasing or decreasing goodwill and negative goodwill 0 0
Detailed reconciliation of the tax result as at 30.06.2012
GROSS PROFIT 6,636
Non-tax-deductible costs, including: 10,601
- depreciation of operational activities 5,874
- depreciation in other activities 719
- salaries 0
- Unpaid wages excluding salaries 20
- consumption of materials 10
- social security contributions 1,445
- taxes and fees including contributions to State Fund for Rehabilitation of Disabled
Persons (PFRON) 396
- business travel 0
- representation and advertising expenses 35
- Other including: car insurance in excess of €20,000 17
- third-party services 184
- allowance for interest receivables 908
- unpaid interest on liabilities 7
- donations 6
- other costs 980
TAX COSTS, including: 8,733
- tax depreciation 5,598
- examination of the balance sheet (within the reserve established) 29
- commissions (within the reserve established) 112
- other reserves 25
- Interest on liabilities due in the previous year and paid in the current year 134
- operating lease payments 1,426
- salaries and wages paid under employment agreement and paid business travel
allowances 35
- salaries and wages paid under agreements for specific work 1
- social security contributions paid 1,373
REVENUE INCREASING INCOME TAX BASE 534
REVENUE NOT RECOGNISED AS REVENUE, including: 1,573
- financial revenue 1,533
- other operating revenue 40
88 I PAGE
NON-TAXABLE REVENUE, including: 1,225
- The amount of amortization of financing 1,225
DEDUCTIBLE DONATIONS 6
TAX BASE 6,235
INCOME TAX (19% OF BASE) 1,185
Deferred income tax recognized in the profit and loss account in the Parent
Company
thousands PLN
30.06.2011 30.06.2012
- decrease (increase) due to occurrence and reversal of temporary differences -118 169
- decrease (increase) due to changes in tax rates 0 0
- decrease (increase) due to previously unrecognised tax loss, tax credit or temporary difference of the previous period 0 0
- decrease (increase) due to write-off of assets deferred tax or inability to use the
reserve for deferred income tax 0 0
- other components of deferred income tax (by title) 0 0
Deferred income tax, total -118 169
Additional clarifications regarding cash flow statement
Change in short-term liabilities excluding credits and loans thousands PLN
30.06.2011 30.06.2012
Change in the balance of short-term liabilities excluding credits and loans 10,068 -13,064
Adjustments by items: -13,869 -17,255
- change in liabilities due to leasing 1,167 2,163
- change in liabilities arising from income tax -437 190
- change in liabilities arising from interest on loan -14,598 -10 6067
- change in liabilities due to dividend 0 -9,001
Change in short-term liabilities excluding borrowings disclosed in the cash flow
statement -3,804 -30,318
89 I PAGE
10. Sensitivity analysis of ZPUE SA
Currency Risk – 01.01.2012 – 30.06.2012 (in thousand PLN)
Book value Impact on the Impact on the Impact on the Impact on the
Financial instruments of the financial financial result equity (assets financial result equity (assets
by balance sheet items instruments before tax available for sale) before tax available for sale)
(Increase of 10%) (Increase of 10%) (Decrease of 10%) (Decrease of 10%)
Financial assets
Shares 95,752 0 0 0 0
Retained long-term deposits 62 0 0 0 0
Receivables from provision of deliveries and services 83,789 707 0 -707 0
Receivables other than those listed above which are financial assets 5,416 19 0 -19 0
Cash 14,498 274 0 -274 0
cash in hand 158 0 0 0 0
cash in bank 8,251 274 0 -274 0
other cash 6,090 0 0 0 0
Financial liabilities
Bank credits 51,933 0 0 0 0
long-term 15,277 0 0 0 0
short-term 36,656 0 0 0 0
Financial leasing 2,060 0 0 0 0
long-term 511 0 0 0 0
short-term 1,549 0 0 0 0
Liabilities from deliveries and services 57,121 --587 0 567 0
Other than financial liabilities listed above 14,521 0 0 0 0
Total 432 0 -432 0
90 I PAGE
Classification of financial instruments according to
IAS 39 (in the Parent Company - in thousand PLN)
Financial assets by balance sheet items 30.06.2011 book
value
Classification of financial instruments according to IAS 39 (book value)
Other
(measured at book value)
valued by their fair market price by a
financial result
measured at fair value with changes
in equity measured at amortized cost
determined upon
initial recognition held for trading available for sale
hedge accounting
loans and receivables held to maturity
Financial assets
Shares 95,752 - - 95,752 - - - -
Retained long-term deposits 62 62
Receivables from provision of deliveries and services 83,789 83,789
Receivables other than those listed above which are financial assets 5,416 5,416
Cash 14,498 - - - - - - 14,498
valued by their fair market price by a
financial result
measured at amortized cost
measured at fair value with
changes in equity
determined upon
initial recognition held for trading hedge accounting
Financial liabilities - -
Bank credits 51,933 - - 51,933 - -
long-term 15,277 - - 15,277 - -
short-term 36,656 - - 36,656 - -
Financial leasing 2,060 - - 2,060 - -
long-term 511 - - 511 - -
short-term 1,549 - - 1,549 - -
Liabilities from deliveries and services 57,121 - - 57,121 - -
Liabilities other than those mentioned above, which are financial liabilities 14,521 - - 14,521 - -
91 I PAGE
Transactions with subsidiaries during the first six months of 2012 (thousand PLN)
ZPUE Gliwice Sp. z o.o. in Gliwice.
Net revenue from sale of finished products and services 1,319
Net revenue from sale of materials - 27
Costs of sale of finished products and services - 1,047
Costs of sale of materials - 20
Value of receivables - 1,266
Value of liabilities - 858
ZPUE Tools Sp. z o.o. in Włoszczowa (from the date of acquiring the control)
Net revenue from sale of finished products and services 81
Net revenue from sale of materials - 26
Costs of sale of finished products and services - 5
Costs of sale of materials - 26
Value of receivables - 112
Value of liabilities - 2,452
ZPUE Poles Sp. z o.o. in Włoszczowa (from the date of acquiring the control)
Net revenue from sale of finished products and services 366
Net revenue from sale of materials - 593
Costs of sale of finished products and services - 8
Costs of sale of materials - 569
Value of receivables - 454
Value of liabilities - 0
Elektromontaż-1 Katowice SA (from the date of acquiring the control):
Net revenue from sale of finished products and services 1
Net revenue from sale of materials - 22
Costs of sale of finished products and services - 1
Costs of sale of materials - 22
Value of receivables - 20
Value of liabilities - 2,211
"Zavod Blochnykh Komplektnykh Transformatornykh Podstantzy" OOO at the Urban
Settlement of Tolmachevo (Leningrad Oblast, Russian Federation) (from the date of
acquiring the control):
Net revenue from sale of finished products and services 1,754
Net revenue from sale of materials - 0
Costs of sale of finished products and services - 1,505
Costs of sale of materials - 0
Value of receivables - 2,853
Value of liabilities - 0
"Promyshlennye investicii" OOO at the Urban Settlement of Tolmachevo (Leningrad
Oblast, Russian Federation) (from the date of acquiring the control):
Net revenue from sale of finished products and services 0
Net revenue from sale of materials - 0
Costs of sale of finished products and services - 0
Costs of sale of materials - 0.
Value of receivables - 0
Value of liabilities - 0
ZPUE Ukraina Sp. z o.o.
Net revenue from sale of finished products and services 0
Net revenue from sale of materials - 0
Costs of sale of finished products and services - 0
Costs of sale of materials - 0
Value of receivables - 0
Value of liabilities - 0
ZPUE Trade s.r.o. (from the date of acquiring the control)
Net revenue from sale of finished products and services 118
92 I PAGE
Net revenue from sale of materials - 0
Costs of sale of finished products and services - 131
Costs of sale of materials - 0
Value of receivables - 118
Value of liabilities - 0
ZPUE Bałkany (from the date of acquiring the control)
Net revenue from sale of finished products and services 0
Net revenue from sale of materials - 0
Costs of sale of finished products and services - 0
Costs of sale of materials - 0
Value of receivables - 0
Value of liabilities - 0
Transactions with associates
Associate
Method of association Transaction type
Value of the turnover
with the entity in the
period January-June
2012 (in PLN)
ZPUE Holding sp. z o.o..
entity in which the members of ZPUE S.A. authorities
acted as the members of managing and supervising
authorities
Sale of services and materials by
ZPUE S.A. 1,688
Purchase of services and materials by
ZPUE S.A. 7,379
Stolbud Włoszczowa S.A.
entity in which the members of ZPUE S.A. authorities
acted as the members of supervising authority
Sale of services and materials by
ZPUE S.A. 53
Purchase of services and materials by
ZPUE S.A.
2,837 (including PLN
2,7000,000 for the
purchase of an
investment property in
order to manufacture
insulating elements)
Kortrak sp. z o.o.
entity controlled by the person supervising the control over
ZPUE S.A.
Sale of services and materials by
ZPUE S.A. 275
Purchase of services and materials by
ZPUE S.A. 1,950
Villa Aromat Małgorzata Wypychewicz sp.j.
entity jointly controlled by the person supervising the
control over ZPUE S.A.
Sale of services and materials by
ZPUE S.A. 1
Purchase of services and materials by
ZPUE S.A. 171
Balance of receivables from the associates as at 30.06.2012 6,003
Balance of liabilities towards the associates as of
30.06.2012 897
Events after the balance sheet date affecting the financial statements for the first six months of 2012
After the balance sheet date there were no significant events affecting the financial statements for the first 6
months of 2012