Project Management Board

Transkrypt

Project Management Board
THE SYGNITY S.A. GROUP
CONSOLIDATED QUARTERLY REPORT
FOR THE 2nd QUARTER OF 2008
12 August 2008
1
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
List of Contents
Page
I
MANAGEMENT BOARD’S COMMENTS TO THE CONSOLIDATED QUARTERLY REPORT
ND
FOR THE 2 QUARTER OF 2008 ........................................................................................................ 3
II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE SYGNITY S.A.
GROUP AS AT 30 JUNE 2008 AND FOR THE THREE MONTHS ENDED ON 30 JUNE 2008 .......... 5
1
2
3
4
5
III
FINANCIAL HIGHLIGHTS OF THE SYGNITY S.A. GROUP..................................................................... 5
CONSOLIDATED PROFIT AND LOSS ACCOUNT .................................................................................. 6
CONSOLIDATED BALANCE SHEET.................................................................................................... 7
CONSOLIDATED STATEMENT OF CHANGES IN THE EQUITY ................................................................ 9
CONSOLIDATED CASH FLOW STATEMENT ...................................................................................... 10
NOTES TO FINANCIAL STATEMENTS AND OTHER INFORMATION ................................ 12
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
GENERAL INFORMATION .............................................................................................................. 12
STATEMENT OF CONFORMITY ...................................................................................................... 13
BASIS FOR PREPARING CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ................................. 13
ESTIMATES ................................................................................................................................. 14
ADJUSTMENTS OF ERRORS FROM PREVIOUS PERIODS ................................................................... 14
LIST OF SHAREHOLDERS AND DESCRIPTION OF CHANGES IN THE OWNERSHIP STRUCTURE OF
SIGNIFICANT SHARE PACKETS ...................................................................................................... 14
STATEMENT OF CHANGES IN THE SYGNITY S.A. SHARES HELD BY MANAGEMENT BOARD AND
SUPERVISORY BOARD MEMBERS .................................................................................................. 15
SHAREHOLDERS MEETING ........................................................................................................... 15
DIVIDEND PAID (OR DECLARED) TOTAL AND PER ONE SHARE, WITH DIVISION INTO ORDINARY SHARES
AND PREFERRED SHARES ............................................................................................................ 16
DESCRIPTION OF SIGNIFICANT ACHIEVEMENTS OR FAILURES IN THE REPORTING PERIOD INCLUDING
MAJOR RELATED EVENTS ............................................................................................................. 16
FACTORS AND EVENTS, ESPECIALLY UNTYPICAL, AFFECTING THE GENERATED FINANCIAL RESULTS
.................................................................................................................................................. 17
OTHER INFORMATION THAT THE ISSUER BELIEVES TO BE IMPORTANT TO ASSESS ITS HR, FINANCIAL,
ECONOMIC SITUATION, THE PROFIT, AND ANY CHANGES IN THOSE ASPECTS OF BUSINESS, AND
INFORMATION NECESSARY TO ASSESS THE ISSUER’S CAPACITY TO MEET THE OBLIGATIONS ............ 17
SEGMENTS ................................................................................................................................. 19
SEASONAL OR CYCLIC NATURE OF ACTIVITIES ............................................................................... 21
ISSUE, REDEMPTION AND REPAYMENT OF DEBT AND EQUITY SECURITIES ........................................ 21
UNTYPICAL TRANSACTIONS WITH AFFILIATED ENTITIES .................................................................. 21
LIABILITIES OR PROVISIONAL ASSETS, WHICH AROSE SINCE THE END OF THE PREVIOUS FINANCIAL
YEAR .......................................................................................................................................... 21
SURETIES GRANTED BY THE GROUP COMPANIES .......................................................................... 21
ASSESSMENT OF THE LIKELIHOOD OF ACCOMPLISHING THE PREVIOUSLY PUBLISHED FORECASTED
RESULTS FOR THE YEAR .............................................................................................................. 22
INFORMATION ABOUT PENDING COURT PROCEEDINGS CONCERNING THE LIABILITIES OR RECEIVABLES
OF SYGNITY S.A. AND ITS SUBSIDIARIES ....................................................................................... 22
FACTORS THAT MIGHT AFFECT THE RESULTS GENERATED BY THE GROUP AT LEAST IN THE NEXT
QUARTER.................................................................................................................................... 22
POST BALANCE SHEET EVENTS .................................................................................................... 22
IV
CONDENSED FINANCIAL STATEMENTS OF THE SYGNITY S.A. AS AT 30 JUNE 2008
AND FOR THE THREE MONTHS ENDED ON 30 JUNE 2008 ........................................................... 23
1
2
3
4
5
ND
FINANCIAL HIGHLIGHTS OF SYGNITY S.A. FOR THE 2 QUARTER OF 2008...................................... 23
PROFIT AND LOSS ACCOUNT ....................................................................................................... 24
BALANCE SHEET ......................................................................................................................... 25
STATEMENT OF CHANGES IN EQUITY ............................................................................................ 27
CASH FLOW STATEMENT ............................................................................................................. 28
2
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
I
MANAGEMENT BOARD’S COMMENTS TO THE CONSOLIDATED QUARTERLY
REPORT FOR THE 2nd QUARTER OF 2008
In the 2nd quarter of 2008 the Sygnity Group generated PLN 295.5 million of revenue, PLN 7
million of operating income and nearly PLN 8.5 million of net profit. The sale of shares in
KPG and Geomar and the sale of an organised part of business related to the automatic
logistics systems in the amount of PLN 6.6 million affected the operating and net results. As
a result of the conducted restructuring and of the order portfolio worth PLN 790 million the
company’s Management Board expects the Group to generate similar operating income in
the subsequent periods of the year 2008 to the operating income generated in the 2nd quarter
of the year.
The 2nd quarter results have been also affected by the growing margins in the individual
sectors, the increased share of the sale of services in the revenue structure and further
optimisation of operating expenses.
Data in PLN millions
Q2 2007
Q2 2008
Revenue
360,113
295,432
Operating profit (loss)
Operating profit (loss) less restructuring writeoffs/proceeds from the sale assets
Net profit (loss)
(54,389)
7,047
(35,889)
413
(51,317)
8,468
Data in PLN millions
H1 2007
H1 2008
Revenue
625,415
506,690
Operating profit (loss)
Operating profit (loss) less restructuring writeoffs/proceeds from the sale assets
Net profit (loss)
(72,407)
(17,797)
(53,907)
(24,431)
(73,553)
(17,827)
Thanks to the results generated in the 2nd quarter of 2008 the Group reduced its operating
loss for the first half of the year to 17.8 million zlotys and generated revenue in excess of half
a billion zlotys. The sale of some assets has affected the level of revenue generated during
that period, which will reduce the Group’s sales revenue for the entire year 2008 by more
than 55 million zlotys while it reduced the sales revenue by more than 9 million zlotys in the
first half of 2008.
As for the restructuring, in the 2nd quarter of the year the Group continued to sell off its
individual businesses that in the future might not guarantee the Company’s satisfactory
growth but which might enrich the offer of an investor focusing on a particular market
segment. Sygnity sold its shares in KPG and Geomar for the amount of 17 million zlotys and
an organised part of business related to the automatic logistics systems for 2.1 million zlotys.
In the 3rd quarter of the year the Company also sold an organised part of business serving
the IT systems of the National Health Fund for nearly 21 million zlotys. In total the Group has
sold assets of aggregate worth of 72 million zlotys (more than 44 million zlotys in 2008). The
Sygnity Management Board plans at least one transaction related to the sale of a business
3
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
for the 3rd quarter of 2008. The planned sale of assets should generate proceeds of
additional PLN 30 million by the end of 2008.
Sygnity has also taken intensive actions in order to improve the effectiveness. The Company
is implementing project management support tools: a management board support and
project advancement reporting application (Sygnity Przedsięwzięcia) and also an application
enabling effective project work flow management and project portfolio management (RPM)
have been rolled out. Unified corporate standards of operating activities e.g. in the area of
control, human resources, payroll, etc. have been implemented. A motivational system
combined with job evaluation function was implemented in the sales and development areas.
The Company has commenced the implementation of a single ERP system.
In the 2nd quarter of 2008 the Sygnity Management Board has also taken actions to further
decrease the debt, which consequently improved the Group’s financial condition. As
compared to the end of the 1st quarter 2008 as at the statement publication date the Group
reduced its debt resulting from contracted loans by another 25 million zlotys. Sygnity has
used credit facilities under signed agreements on current basis but also it plans its financing
structure by the end of 2009 in agreement with the banks.
In the 2nd quarter of the year the Company signed new contracts e.g. with the Commander in
Chief of the Police for the delivery of nearly a thousand of portable mobile terminals with
software; with Telekomunikacja Polska S.A. concerning the maintenance and technical
support of the IT Network Systems supporting the operations of the largest telecom operator
in Poland; with the Ministry of Labour and Social Policy concerning the upgrade and
maintaining effectiveness of the POMOST (OU POMOST) Software and the Statistical
Application Central (SAC); with Lublzel (the PGE Group) concerning the CSS and CMS
systems; with Energa Operator concerning the CMS, D3S and ELMS systems and with PKP
Informatyka for the delivery of network solutions. Sygnity also initiated cooperation with
Banco Espirito Sanot Investment Poland concerning the delivery of a transaction system and
applications for compulsory reporting purposes. In the 2nd quarter of the year the Group
generated its first revenue from the project conducted for the Polish Post related to the 3rd
stage of the Integrated IT System implementation.
As previously announced the Company also developed its relationships with its current
partners. Sygnity signed the three-year Partner Business Plan with Microsoft in order to
tighten the cooperation between both companies in the scope of the sale of the Microsoft
products and related services to large and medium-sized enterprises and to institutions
operating in Poland. The Partners expect a particularly strong sales growth in the following
three sectors: industry, utilities and the public sector. The Parties to the agreement expect
the new form of cooperation to provide Sygnity with approx. USD 60 million from the sale of
the Microsoft products and related services by the year 2011, i.e. 7-fold growth as compared
to the year 2007. The Group also signed an agreement with Ness Technologies, Inc., an
international provider of IT solutions and services. The main goal is to cooperate in the
Central and Eastern Europe in the sale and implementation of IT solutions for selected
customers. The Partners also consider expansion onto the markets of Western Europe.
Thanks to the conducted restructuring program the Company’s Management Board intends
to generate a significant increase in margins in all the sectors in 2008. It should improve the
Sygnity Group’s effectiveness in subsequent years.
4
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE SYGNITY S.A.
GROUP AS AT 30 JUNE 2008 AND FOR THE THREE MONTHS ENDED ON 30
JUNE 2008
1
Financial highlights of the Sygnity S.A. Group
in thousands PLN
Six months
Six months
ended 30
ended 30
June 2008
June 2007
and at 30
and at 30
June 2008
June 2007
I
Net income from sale of products, goods and
materials, including:
in thousands EUR
Six months
Six months
ended 30
ended 30
June 2008
June 2007
and at 30
and at 30
June 2008
June 2007
506 690
626 415
145 701
162 764
II
Operating profit (loss)
( 17 797)
( 72 407)
( 5 118)
( 18 814)
III
Profit (loss) before tax
( 19 389)
( 78 178)
( 5 575)
( 20 313)
IV
V
Net profit (loss)
Net profit (loss) attributable to equity holders of the
parent company
( 17 827)
( 73 553)
( 5 126)
( 19 112)
( 17 981)
( 57 769)
( 5 171)
( 15 010)
VI
Net profit (loss) attributable to miniority interest
154
( 15 784)
44
( 4 101)
VII
Net cash flow from operating activities
( 1 257)
( 63 988)
( 361)
( 16 626)
VIII Net cash flow from investing activities
2 080
( 16 191)
598
( 4 207)
( 15 966)
68 722
( 4 591)
17 856
36 178
48 317
10 786
12 830
IX
Net cash flow from financing activities
X
Cash and cash equivalents at period end
XI
Total assets
799 321
999 014
238 305
265 286
XII
Total liabilities
441 796
646 447
131 714
171 663
357 525
352 567
106 590
93 623
356 421
349 743
106 261
92 873
1 104
2 824
329
750
XIII Total equity
XIV Equity attributable to equity holders of the parent
XV
Equity attributable to minority interest
Selected financial data presented in the consolidated financial statements were converted
into EUR as follows:
-
selected balance sheet items were converted using the fixing rate published by the
National Bank of Poland as at the balance sheet date. The exchange rate was:
● as at 30 June 2008: EUR 1 = PLN 3.3542
● as at 30 June 2007: EUR 1 = PLN 3.7658
-
selected items of the profit and loss account were converted using the arithmetical mean
of the EUR fixing rates published by the National Bank of Poland as at the last day of
each month. The exchange rate was:
● in the period from 1 January 2008 to 30 June 2008: EUR 1 = PLN 3.4776
● in the period from 1 January 2007 to 30 June 2007: EUR 1 = PLN 3.8486
5
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
2
Consolidated profit and loss account
Six months Three months Six months Three months
ended
ended
ended
ended
30 June 2008 30 June 2008 30 June 2007 30 June 2007
(unaudited)
(unaudited)
(unaudited)
(unaudited)
360 113
Continued activity
Net income from sale of products, goods and materials,
including:
506 690
295 432
626 415
Net income from sale of products
318 135
168 345
308 780
146 772
Net income from sale of goods and materials
Cost of sales of products, goods and materials
including:
188 555
127 087
317 635
213 341
( 425 183)
( 237 401)
( 566 581)
( 327 735)
Cost of sales of products (-)
( 261 987)
( 128 195)
( 276 946)
( 137 618)
Cost of sales of goods and materials (-)
( 163 196)
( 109 206)
( 289 635)
( 190 117)
81 507
58 031
59 834
32 378
Selling and distribution expenses (-)
( 30 784)
( 16 682)
( 32 707)
( 17 608)
General administration expenses (-)
( 73 998)
( 41 069)
( 81 726)
( 50 866)
21 326
19 585
3 435
2 187
Other operating costs (-)
( 15 848)
( 12 818)
( 21 243)
( 20 480)
Operating profit (loss)
( 17 797)
7 047
( 72 407)
( 54 389)
Gross profit (loss) on sales
Other operating revenues
Financial revenues
Financial costs (-)
4 492
796
1 463
497
( 6 099)
( 2 129)
( 7 284)
( 3 750)
Share of profit /(loss) in assoctiates
Profit (loss) before tax
15
15
50
91
( 19 389)
5 729
( 78 178)
( 57 551)
Income tax
Net profit (loss)
1 562
2 739
4 625
6 234
( 17 827)
8 468
( 73 553)
( 51 317)
( 17 981)
8 334
( 57 769)
( 42 874)
154
134
( 15 784)
( 8 443)
attributable to:
Equity holders of the parent company
Minority interest
6
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
Consolidated balance sheet
Fixed assets (long-term)
Tangible fixed assets
30 June 2008
31 December 2007
30 June 2007
(unaudited)
(audited)
(unaudited)
296 714
318 481
351 954
35 662
42 161
47 752
0
3 652
155 136
158 397
159 433
82 484
91 767
107 341
593
578
585
55
2 125
2 718
0
0
1 900
1 758
1 836
69
61
185
20 815
21 634
28 452
499 070
540 362
647 060
Investment property
Goodwill
Other intangible assets
Investments in associates
Financial assets valued at fair value via financial
result
Financial assets available for sale
Long-term receivables
Long-term prepayments
Deferred tax assets
Current assets (short-term)
Inventories
Trade and other receivables
Short-term prepayments
58 125
71 566
120 690
345 866
340 829
348 608
53 958
70 435
123 766
Loans granted
2 315
3 491
3 717
Financial assets valued at fair value via financial
result
2 628
2 720
1 962
Financial assets available for sale
Cash and cash equivalents
Assets avaible for sale
Total assets
0
36 178
51 321
48 317
3 537
3 594
0
799 321
862 437
999 014
7
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
Consolidated balance sheet
Equity attributable to equity holders of the
parent
Share capital
Share premium
Other capital reserves
Foreign exchange differences
Accumulated profit /(loss)
Minority interest
Total equity
Long-term liabilities
30 June 2008
31 December 2007
30 June 2007
(unaudited)
(audited)
(unaudited)
356 421
343 505
349 743
15 082
14 009
14 009
311 739
282 635
282 633
96 188
149 074
148 664
230
337
87
( 66 818)
( 102 550)
( 95 650)
1 104
3 095
2 824
357 525
346 600
352 567
25 686
31 959
44 328
0
722
637
Long-term bank loans and credits
Trade and other liabilities
531
Other financial liabilities
769
3 121
4 000
Retirement benefits provision
444
748
703
9
444
939
352
470
Deferred tax provision
23 933
26 572
37 579
Short-term liabilities
416 110
483 878
602 119
67 648
108 311
124 202
243 018
245 113
306 155
2 437
2 540
57 775
61 635
104 221
7 724
2 201
3 280
Provisions for liabilities
Long-term accruals
Short-term bank loans and credits
Trade and other liabilities
Income tax liabilities
Financial liabilities valued at fair value via
financial result
Other financial liabilities
Retirement benefits provision
8 573
17
0
Provisions
2 793
16 848
16 501
28 579
47 316
45 220
799 321
862 437
999 014
Short-term accruals
Total equity and liabilities
8
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
3
Consolidated statement of changes in the equity
Share capital
Equity as at 1 January 2008
14 009
Share
premium
282 635
Equity attributable to
Other capital Foreign exchange Accumulated equity holders of the
reserves
differences
profits
parent
149 074
337
( 102 550)
Taking up shares- execution of managerial options
Costs of managerial options
Issue of shares Y
102
1 073
Cost of shares issue Y
343 505
Minority
interest
3 095
Total equity
346 600
0
0
102
102
30 027
31 100
31 100
( 923)
( 923)
( 923)
Loss cover
( 52 988)
Net profit (loss)
Changes in the make-up of the Group
Foreign exchange differences
52 988
0
( 17 981)
( 17 981)
154
( 17 827)
725
725
( 2 145)
( 1 420)
( 107)
0
( 107)
( 107)
Equity as at 30 June 2008
15 082
311 739
96 188
230
( 66 818)
356 421
1 104
357 525
Equity as at 1 January 2007
11 171
173 837
159 067
41
( 39 399)
304 717
128 956
433 673
43
3 753
2 795
252 469
Taking up shares- execution of managerial options
3 796
Costs of managerial options
Issue of shares X
410
Cost of shares issue X
( 81)
( 57 769)
( 10 813)
Changes in the make-up of the Group
1 518
46
14 009
282 633
410
255 264
148 664
9
( 57 769)
( 81)
( 15 784)
( 10 813)
( 147 345)
Foreign exchange differences
Equity as at 30 June 2007
410
255 264
( 81)
Net profit (loss)
Dividends for year 2006 paid
3 796
87
( 145 827)
( 10 813)
( 110 348)
46
( 95 650)
349 743
( 73 553)
( 256 175)
46
2 824
352 567
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
4
Consolidated cash flow statement
Six months
Six months
ended
ended
30 June 2008 30 June 2007
(unaudited)
(unaudited)
Cash flow from operating activities
Profit before tax
Adjustments:
Share of profit in associates
Depreciation and amortisation
Change in working capital*
Foreign exchange (gains) /losses
Net interest and share in profits
(Profit) /loss on investment activity
Costs of managerial options
Other adjustments
Cash from operations
Income tax (paid) / returned
Interest paid
Net cash flow from operating activities
( 19 389)
20 813
( 78 178)
15 500
-15
-50
23 132
28 926
4 595
( 31 304)
39
190
4 631
2 806
( 8 782)
12 088
102
410
( 2 889)
2 434
1 424
( 62 678)
( 2 594)
( 1 310)
( 87)
0
( 1 257)
( 63 988)
2 270
924
Cash flow from investing activities
Proceeds from sale of fixed and intangible assets
Proceeds from sale of subsidiaries and associates
0
0
4 006
629
Capital expenditures
( 5 386)
( 13 486)
Net expenditures on acqusition of subsidiaries and associates
( 1 724)
( 4 683)
262
0
Sale / (purchase) of short-term securities
Interest received
Granted / (repaid) loans
Other investment expenditures and receipts
Net cash flow from investing activities
Cash flow from financing activities
Proceeds from issue of shares, other equity instruments and
contributions to equity
Dividends and other payments to owners
4 039
0
( 1 387)
425
2 080
( 16 191)
29 754
10 322
( 28)
Receipts ( Repayments) from loans and credits
Receipts (Expenditure) from issuing of debt securities
Financial lease rent paid
( 39 751)
35 748
( 4 720)
25 587
( 978)
Interest paid
( 2 921)
Other financing expenditures and receipts
( 243)
( 14)
Net cash flow from financing activities
( 15 966)
68 722
Net increase (decrease) in cash and cash equivalents
( 15 143)
( 11 457)
0
Effect of exchange rate changes
Cash and cash equivalents at period beginning
51 321
59 774
Cash and cash equivalents at period end
36 178
48 317
10
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
Six months
Six months
ended
ended
30 June 2008 30 June 2007
(unaudited)
(unaudited)
Change in working capital
Change in provisions
Change in inventory
Change in receivables
Change in liabilities
Change in prepayments and accruals
11
( 7 471)
8 976
8 444
( 72 396)
61 223
40 562
( 50 514)
30 977
( 7 087)
( 39 423)
4 595
( 31 304)
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
III
NOTES TO FINANCIAL STATEMENTS AND OTHER INFORMATION
1
General Information
Sygnity S.A. with registered office at Al. Jerozolimskie 180 in Warsaw (“Company”, “Issuer”,
“Dominant Entity”) is the dominant entity of the Group.
The Company is registered in the enterprise register of the National Court Register under
number KRS 0000008162. On the 5th of April 2007 the Dominant Entity changed its business
name from ComputerLand S.A. to Sygnity S.A. after the Company’s merger with Emax S.A.,
registered in the KRS on 31 May 2007.
The Company’s shares have been listed at the Warsaw Stock Exchange since 1995.
The primary business activities of the Company and the Group’s companies include software
related activities and computer hardware related consulting services.
As at 30 June 2008 the Sygnity S.A. Group (the “Group”) consisted of 15 companies. The
UAB Baltijos KC subsidiary is not consolidated due to immaterial financial data.
As at 30 June 2008 the structure of Group was as follows:
Sygnity S.A.
PB Polsoft Sp. z o.o.
100 / 100
Winuel S.A.
100 / 100
Support Sp. z o.o.
100 / 100
Web Inn S.A.
99,99 / 99,99
ICD Comp Consulting Sp. z o.o.
100 / 100
Sygnity Technology Sp. z o.o.*)
100 / 100
Global Services Sp. z o.o.
100 / 100
Elpoinformatyka Sp. z o.o.
99 / 99
CL Agent Transferowy Sp. z o.o.
100 / 100
ZEC Infoservice Sp. z o.o.
97,92 / 97,92
Aram Sp. z o.o.
100 / 100
ComputerLand CIS OOO
100 / 100
Max Elektronik S.A.
91,67 / 91,67
UAB Baltijos KC
100 / 100
Jointly owned subsidiaries:
Affiliates:
C2 System Polska S.A.
50 / 50
Geomar S.A.
37,50 / 37,50
RUM IT S.A.
50 / 50
Dolnośląska Szkoła Bankowa Sp. z o.o.
24,75 / 24,75
Emtal Sp. z o.o.
50 / 50
CSBI EE
20,06 / 20,06
Stal Portal S.A.
49,71 / 49,71
Tetra System Polska Sp. z o.o.
21 / 21
figures in the chart denote the share in the share capital / votes at the Shareholders Meeting held by Sygnity S.A.
*) on 6 June 2008 the change of the company’s name from ComputerLand Serwis Sp. z o.o. to Sygnity Technology Sp. z o.o. was registered
12
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
In the 2nd quarter of 2008 there were the following changes in the Group’s structure:
●
On 30 June 2008 a share sale agreement was signed with Terra Technologies Sp. z
o.o. concerning the sale of all the shares of KPG Sp. z o.o. held by Sygnity S.A., i.e.
19,847 shares constituting a 81.66% stake in the company’s share capital granting
81.66% votes at the company’s shareholders meeting. The ownership of the shares
was transferred to the Buyer on the date of the agreement. The price of the sold KPG
Sp. z o.o. shares amounted to PLN 6,155,000. Due to the sale of KPG Sp. z o.o.
shares the Dominant Entity lost control over the company;
●
On 30 June 2008 a share sale agreement was signed with Terra Technologies Sp. z
o.o. concerning the sale of all the shares of Geomar S.A., i.e. 68,595 shares
constituting a 43.85% stake in the company’s share capital granting 43.85% votes at
the company’s shareholders meeting, held by Sygnity S.A. The ownership of the shares
was transferred to the Buyer on the date of the agreement. The price of the sold
Geomar S.A. shares amounted to PLN 5,846,000. Due to the sale of a part of Geomar
S.A. shares the Dominant Entity lost control over the company.
Meanwhile on 30 June 2008 a share sale agreement was signed with Terra
Technologies Sp. z o.o. binding Sygnity S.A. to sell the company’s remaining shares,
i.e. 58,668 shares constituting a 37.50% stake in the company’s share capital granting
37.50% votes at the company’s shareholders meeting. The agreed price of the shares
is PLN 5,000,000. On 31 July 2008 the Company signed Annex no. 2 to the Agreement
binding Sygnity S.A. to sell shares signed Terra Technologies Sp. z o.o. According to
Annex no. 2 the ownership of the shares was transferred by Sygnity S.A. through a
brokerage house by the 29 August 2008.
This quarterly report contains a condensed consolidated financial statements for the
reporting quarter ended on 30 June 2008 and data comparable to the balance sheet data as
at 31 December 2007 and 30 June 2007 and to the data in profit and loss account, cash flow
statement and the statement of changes in equity for the interim period ended on 30 June
2007.
The condensed consolidated financial statements included in this quarterly report were
approved by the Sygnity S.A. Management Board on 12 August 2008.
2
Statement of Conformity
The condensed consolidated financial statements were prepared in conformity with the
International Financial Reporting Standards (IFRS) as adopted by European Union, in
particular with the International Accounting Standard 34 “Interim Financial Reporting”.
3
Basis for preparing condensed consolidated financial statements
The condensed consolidated financial statements were drafted in accordance with the
historical cost concept, except for the derivative financial instruments and financial assets
available for sale which were stated at fair value.
The accounting principles used to draft the interim condensed financial statements are
consistent with the accounting principles used to draft the annual consolidated financial
statements for the financial year ended on 31 December 2007. The interim condensed
consolidated financial statements do not contain information or disclosures required for full
financial statements and should be read in conjunction with the annual consolidated financial
statements for the financial year ended on 31 December 2007.
Some Group companies keep accounting ledgers in accordance with the accounting
principles defined in the Accounting Act and the executive regulations issued on its basis.
The consolidated financial statements contain adjustments not included in the accounting
13
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
ledgers of the Group companies required to ensure that the financial statements of these
companies comply with the IFRS.
All figures in the condensed consolidated financial statements are stated in Polish zlotys
(PLN), and unless stated otherwise all amounts are stated in PLN thousands.
4
Estimates
Preparation of interim financial statements in compliance with IAS 34 requires the
Management to exercise professional judgement, estimates, and objectives that impact the
adopted accounting principles and the measurement of the assets, liabilities, income, and
expense. Although the adopted estimates and assumptions are based on the Management
Board’s best knowledge of the current activities and events, the actual values might differ
from the estimates.
In the 2nd quarter 2008 the deferred income tax provision decreased by PLN 13,879,000 as
compared to the balance as at 31 March 2008. As a result of the valuation of the IT system
development and implementation contracts within the Group the receivables resulting from
the valuation amounted to PLN 48,892,000 as at 30 June 2008 as compared to PLN
12,252,000 as at 31 March 2008.
5
Adjustments of errors from previous periods
Not applicable.
6
List of shareholders and description of changes in the ownership structure of significant
share packets
According to the best knowledge of the Sygnity S.A. Management Board shareholders
having directly or indirectly trough affiliates at least 5% of all votes at the Company’s
Shareholders Meeting and the changes in the period since the submission of the previous
quarterly report were as follows:
As at 15 May 2008
Number
of shares
% of Votes
at the
Company’s
Shareholder
s Meeting
Legg Mason
Zarządzanie
Aktywami S.A.
and Legg
Mason
Towarzystwo
Funduszy
Inwestycyjnyc
h S.A.
1 229 379
BB Investment
Sp. z o.o. with
subsidiaries
Changes
in the
number
of
shares
As at 30 June 2008
Changes
in the
number
of
shares
As at 12 August 2008
Number
of shares
% of Votes
at the
Company’s
Shareholder
s Meeting
10,34
1 229 379
1 167 631
9,83
1 017 631
PKO
Towarzystwo
Funduszy
Inwestycyjnyc
h S.A.
689 059
5,84
N/A
<5%
N/A
<5%
Commercial
Union
Investment
Management
(Polska) S.A*.
552 853
5,11
N/A
>5%
N/A
>5%
Shareholder
14
Number
of shares
% of Votes
at the
Company’s
Shareholder
s Meeting
10,34
1 229 379
10,34
8,56
1 017 631
8,56
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
Deutsche
Bank AG
603 152
5,075
603 152
5,075
603 152
5,075
AIG
Towarzystwo
Funduszy
Inwestycyjnyc
h S.A.
594 434
5,001
594 434
5,001
594 434
5,001
685.841
5,77
Pionieer
Pekao
Investment
Management
S.A. on behalf
of open-ended
investment
funds
N/A
<5%
N/A
<5%
*According to the Current Report 4/2008 submitted by Commercial Union Investment Management (Polska) S.A.
(“CUIM”) on 28 January 2008 the shareholder stated that it held 552,853 shares constituting 5.11% of the Sygnity’s
share capital totalling PLN 10,813,373 as at that date. As a result of the increase in the share capital of Sygnity S.A. on
31 January 2008 the share capital totalled PLN 11,885,742 zlotys; lack of another notice after 31 January 2008 means
that CUIM concluded a transaction between 28 January and 31 January as a result of which it maintained its stake in
Sygnity above 5%; Therefore the Company assumes that CUIM is a shareholder holding more than 5% of Sygnity’s
shares.
As at the publication date of this quarterly report the share capital of the Dominant Entity
totalled PLN 11,885,742 and was divided into 11,885,742 shares of PLN 1 of par value each.
The Dominant Entity’s share capital stated in these consolidated and financial statements
and the entity’s financial statements totalled PLN 15,081,742 as at 30 June 2008 and were
higher than the registered share capital by PLN 3,196,000 as a result of the hyperinflation
adjustment. Hyperinflationary revaluation of share capital in accordance with IAS 29
“Financial Reporting in Hyperinflationary Economies” was recognised as at the date of the
shift to the IAS, i.e. 1 January 2005.
7
Statement of changes in the Sygnity S.A. shares held by management board and
supervisory board members
Management Board Members
Total Number of
Shares Held as at
15 May 2008
Changes
in the
Number
of Shares
Number of Shares
Held as at 30
June 2008
Changes
in the
Number of
Shares
Number of
Shares Held
as at 12
August 2008
Piotr Kardach
3 000
3 000
Rajmund Gral
3 334
3 334
Andrzej Kosturek
1 200
1 200
1 200
Bogdan Kosturek
98 721
98 721
98 721
Supervisory Board Members
Total Number of
Shares Held as at
15 May 2008
Changes
in the
Number
of Shares
Number of Shares
Held as at 30
June 2008
Tomasz Jędrzejczak
1.000
Przemysław Aleksander Schmidt
5.000
1.000
498.841
Paweł Turno
8
1.666
Changes
in the
Number of
Shares
5.000
Number of
Shares Held
as at 12
August 2008
7.000
Jacek Kseń
Tomasz Sielicki
3 000
5.000
7.000
2.000
2.000
5.000
5.000
498.841
498.841
5.000
5.000
Shareholders Meeting
In the 2nd quarter of 2008 the following Shareholders Meeting of Sygnity S.A. were held:
15
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
●
on 7 May 2008 an Extraordinary Shareholders Meeting was held that passed a
resolution on the consent to the sale of an organised part of the Company’s business in
the form of the activities of the Automation, Telecommunication Engineering, Logistics
Domain in the scope of the Automatic Logistics Systems;
●
on 11 June 2008 the Annual Shareholders Meeting was held which passed resolutions
on the acceptance of the Company’s financial statements for the financial year 2007
and of the consolidated financial statements of the Group for the financial year 2007, on
the acceptance of the Dominant Entity Management Board’s Report and of the Group
Management Board’s Report, on the acceptance of the Supervisory Board’s report on
the evaluation of the Sygnity S.A. Management Board’s Report. In addition, a resolution
was passed on the covering of the net loss generated by Sygnity S.A. for the financial
year 2007 in the amount of PLN 52,987,000 using the Company’s revenue reserve.
The Annual Shareholders Meeting also passed resolutions on the discharge of duties of
the Management Board and Supervisory Board members and on the appointment of
Tomasz Jędrzejczak and Martin Miszerak as the Company’s Supervisory Board
members;
●
on 30 June 2008 an Extraordinary Shareholders Meeting was held that passed a
resolution on the consent to the sale of an organised part of the Company’s business
related to the provision of services and delivery of IT solutions in the scope of the
software of the National Health Fund.
9
Dividend paid (or declared) total and per one share, with division into ordinary shares
and preferred shares
On 11 June 2008 the Annual Shareholders Meeting was held on which no resolution was
passed concerning the dividend payment to the Company’s shareholders for the financial
year 2007.
10
Description of significant achievements or failures in the reporting period including
major related events
In the 2nd quarter of 2008 the Group has recognised the following significant events having
material impact on its activities and financial results:
●
on 17 April 2008 Aram Sp. z o.o. signed with Ente Sp. z o.o. with registered office in
Gliwice a computer hardware and software purchase contract for the total amount of
PLN 40,074,000 net;
●
on 17 April 2008 Aram Sp. z o.o. signed with BIW Koncept Sp. z o.o. with registered
office in Kraków a computer hardware and software sale contract for the total amount of
PLN 43,862,000 net;
●
on 17 April 2008 Sygnity S.A. signed an agreement with three banks introducing
harmonised terms of using loan facilities by the Company under the facility agreements
signed with the individual banks. The Banks agreed to maintain the Company’s
financial exposure in accordance with the applicable agreements. The agreement
constitutes one of the elements of the current restructuring of the Group’s debt. The
agreement was valid until 27 June 2008. Meanwhile the Company and the banks
agreed the preliminary plan of actions intended to ensure the Company’s financing after
that date. The new cooperation terms will be suited to the Company’s credit needs and
the restructuring plan presented by Sygnity Management Board;
●
on 31 March 2008 Lagicome Sp. z o.o. with registered office in Poznań signed an
agreement concerning the sale of an organised part of the Company’s business in the
form of the activities of the Automation, Telecommunication Engineering, Logistics
Domain in the scope of the Automatic Logistics Systems for the amount of PLN
16
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
2,100,000. The agreement was concluded under the condition precedent that the
Company’s Shareholders Meeting would approve the transaction. On 7 May 2008 the
Extraordinary Shareholders Meeting of Sygnity S.A. passed a resolution on the consent
to the sale of an organised part of business constituting the object of the agreement;
●
in the reporting period the Sygnity S.A. Management Board decided not to sell the
organised part of the Company’s business related to the sale, development and
implementation of solutions for fuel stations (PetroStation.CL) due to the lack of a buyer
offering a price reflecting the actual value of this part of business activities. Planned
proceeds from the sale of this part of business shall be realised from the sale of other
types of the Company’s activities.
Sygnity S.A. is conducting intensive development work on products for the fuel sector.
The development program is mostly conducted in cooperation with the academic
centres and is co-financed by the European Union (PLN 2 million of subsidies to be
used by the end of the year). The industrial research stage has been already complete
and currently the PetroStation.CL system is being intensively tested so that by the end
of 2008 it would be possible to offer a commercial version to the end customers
enabling them to offer new services and capabilities.
●
On 10 June 2008 the Dominant Entity signed the three-year Partner Business Plan with
Microsoft in order to tighten the cooperation between these companies in the scope of
the sale of the Microsoft products and related services to large and medium-sized
enterprises and to institutions operating in Poland. The Partners expect a particularly
strong sales growth in the following three sectors: industry, utilities and the public
sector. it is expected that the new form of cooperation to provide Sygnity S.A. with
approx. USD 60 million from the sale of the Microsoft products and related services by
the year 2011, i.e. 7-fold growth as compared to the revenues generated in 2007.
Under the agreement signed with Microsoft Sygnity S.A. will also enlarge the group of
certified engineers who will provide services for the following technologies: ERP
systems (Axapta, CRM),Infrastructure Optimisation, Unified Communications, Business
Intelligence and Office SharePoint Server. Within the internal structures at three
Competence Centres: ERP, Microsoft Business Solutions and the Infrastructure and
Security there are already strategic business units specialising in the Microsoft
solutions, thus Sygnity S.A. is integrating its own industry expertise with the partner’s
technology.
11 Factors and Events, Especially Untypical, Affecting the Generated Financial Results
Factors and events, especially untypical, affecting the generated financial results were
presented in point I of the report.
12
Other information that the Issuer believes to be important to assess its HR, financial,
economic situation, the profit, and any changes in those aspects of business, and
information necessary to assess the Issuer’s capacity to meet the obligations
In the 2nd quarter of 2008 there were the following changes in the composition of the Sygnity
S.A. Supervisory Board:
●
on 9 June 2008 Grzegorz Ogonowski resigned as a Supervisory Board member
effective as of 11 June 2008;
●
on 9 June 2008 Przemysław Cieszyński resigned as a Supervisory Board member
effective as of 11 June 2008;
●
on 11 June 2008 the Shareholders Meeting appointed Tomasz Jędrzejczak and Martin
Miszerak as Supervisory Board members.
No changes in the Management Board’s composition were made in the reporting period.
17
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
18
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
13
Segments
Basic reporting model acc. to the Group’s segments is based on the industry segments.
Continued actvity
Six months ended 30 June 2008 and at 30 June 2008
BankingFinancial
Segment
Income
Net income form sale for external clients
Net income from sale between segments
Net profit from segment
Effect
Costs of segment
Profit (loss) of segment
Net profit (loss)b before tax and net financial costs
Net financial costs
Net profit (loss) before tax
Income tax
Net profit (loss)
Assets and liabilities
Segments assets
Segments liabilities
Equity
Equity and liabilities
Additional inforamtions related with segments
Capital expenditures
Depreciation and amortisation
Other non-cash expenditures
IndustrialTelecommunication
Segment
Public
Segment
Utilities
Segment
Discontinued
activity
Other Segments
Exclusion and
unascribed
items
Total activity
115 916
94 063
262 214
29 934
4 448
116
506 690
115 916
94 063
262 214
29 934
4 448
116
506 690
( 101 266)
14 650
14 271
( 110)
14 161
( 134)
14 027
( 88 915)
5 148
5 086
( 69)
5 017
( 597)
4 420
( 237 790)
24 424
23 130
( 295)
22 836
( 6)
22 830
( 16 661)
13 273
13 367
( 34)
13 332
( 165)
13 167
( 4 503)
( 55)
( 55)
0
( 55)
0
( 55)
( 80 830)
( 80 714)
( 73 596)
( 1 084)
( 74 680)
2 464
( 72 216)
( 529 965)
( 23 274)
( 17 797)
( 1 592)
( 19 389)
1 562
( 17 827)
196 863
91 815
156 358
73 364
341 243
236 647
37 619
21 166
10 790
( 1 598)
91 815
73 364
236 647
21 166
( 1 598)
56 448
20 401
357 525
377 926
799 321
441 796
357 525
799 321
1 477
( 6 027)
858
( 4 580)
2 238
( 7 423)
544
( 1 288)
54
( 270)
215
( 3 545)
5 386
( 23 132)
19
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
Six months ended 30 June 2007 and at 30 June 2007
BankingFinancial
Segment
Income
Net income form sale for external clients
Net income from sale between segments
Net profit from segment
Effect
Costs of segment
Profit (loss) of segment
Net profit (loss)b before tax and net financial costs
Net financial costs
Net profit (loss) before tax
Income tax
Net profit (loss)
Assets and liabilities
Segments assets
Segments liabilities
Equity
Equity and liabilities
Additional inforamtions related with segments
Capital expenditures
Depreciation and amortisation
Other non-cash expenditures
Continued actvity
IndustrialPublic
Telecommunication
Segment
Segment
Utilities
Segment
Discontinued
activity
Other Segments
Exclusion and
unascribed
items
Total activity
160 885
120 283
278 000
64 061
3 186
626 415
160 885
120 283
278 000
64 061
3 186
626 415
( 156 195)
4 690
4 690
( 145 924)
( 25 641)
( 25 641)
( 295 105)
( 17 105)
( 17 105)
( 60 465)
3 596
3 596
( 23 327)
( 20 140)
( 20 140)
4 690
( 25 641)
( 17 105)
3 596
( 20 140)
4 690
( 25 641)
( 17 105)
3 596
( 20 140)
247 292
154 488
186 436
116 299
432 642
270 279
99 235
62 166
4 957
3 097
154 488
116 299
270 279
62 166
3 097
3 436
( 7 429)
2 587
( 5 554)
6 012
( 12 837)
1 383
( 2 958)
68
( 147)
20
( 17 807)
( 17 807)
( 17 807)
( 5 771)
( 23 578)
4 625
( 18 953)
( 698 823)
( 72 407)
( 72 407)
( 5 771)
( 78 178)
4 625
( 73 553)
28 452
40 118
352 567
392 685
999 014
646 447
352 567
999 014
13 486
( 28 926)
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
14
Seasonal or cyclic nature of activities
The Group’s sales revenues are subject to fluctuations resulting from the performance of
long-term contracts.
15
Issue, redemption and repayment of debt and equity securities
In the 2nd quarter of 2008 the Dominant Entity continued its 5-year program of short-term and
medium term notes issue.
On 8 May 2008 the Dominant Entity sold its three-month notes of total nominal value of PLN
5,500,000 while the par share of one note was PLN 10,000. In addition on 14 May 2008 the
Dominant Entity sold its three-month notes of total nominal value of PLN 1,700,000 while the
par share of one note was PLN 10,000.
The aforementioned notes were issued as discount notes, which rate of return is based on
the WIBOR 3M rate and margin. The notes were denominated in zlotys and were issued as
unsecured bearer’s notes. The notes will be redeemed at par value; the redemption date was
set at 8 August 2008.
Both issues of the notes constitute an additional source of funding for the Company’s
activities.
Meanwhile on 9 May 2008 the Company redeemed notes of total worth of PLN 6,000,000.
The total nominal value of the notes issued by the Company, including the notes issued in
the previous reporting periods, amounted to PLN 57,200,000 as at 30 June 2008.
On 8 August 2008 the Dominant Entity sold its three-month notes of total nominal value of
PLN 6,750,000.
16
Untypical transactions with affiliated entities
in the period from the beginning of the financial year 2008 the Group’s entities did not
conclude untypical transactions with any units on terms deviating from the commonly used
terms for particular types of agreement and which total value would exceed the equivalent of
EUR 500,000.
17 Liabilities or provisional assets, which arose since the end of the previous financial year
The value of liabilities under the issued guarantees totalled PLN 71,220,000 as at 30 June
2008. As at 30 June 2008 the Group granted sureties for the total amount of PLN
29,058,000.
The total value of contingent liabilities totalled PLN 105,396,000 as at 30 June 2008.
As at 30 June 2008 80% of the guarantees issued by the Dominant Entity were good
performance guarantees. The purpose of a good performance guarantee is to secure the
claims resulting form failure to perform or from the incorrect performance of an agreement.
As at 30 June 2008 16% of the issued guarantees were payment guarantees securing the
prompt cash payments. Tender guarantees constitute 4% of all guarantees and sureties.
18
Sureties granted by the Group companies
In the 2nd quarter of the year the Group companies did not grant any sureties to secure loans
or borrowings and did not grant guarantees where the total value of existing sureties or
guarantees would be equal or greater than 10% of the Issuer’s equity.
21
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
19
Assessment of the likelihood of accomplishing the previously published forecasted
results for the year
The Sygnity S.A. Management Board did not publish any forecasted financial results for the
year 2008.
20
Information about pending court proceedings concerning the liabilities or receivables of
Sygnity S.A. and its subsidiaries
In the represented reporting period there were no pending proceedings before a court, an
arbitration body or public administration institution related to liabilities or receivables of
Sygnity S.A. or its subsidiaries, which total value would constitute at least 10% of Issuer’s
equity.
21 Factors that might affect the results generated by the Group at least in the next quarter
Financial results that the Sygnity Group may generate in the 3rd quarter of 2008 may be
affected by the following factors:
•
proceeds from the sale of subsequent assets
•
planned increase in realised project margins
•
reduction of operating expenses
22
Post balance sheet events
The following material events took place after the balance sheet date:
●
on 17 July 2008 Sygnity S.A. sold shares held in the subsidiary Global Services Sp. z
o.o. to Mr Zygmunt Kamiński. The Company sold 100 shares of Global Services Sp. z
o.o. of PLN 1,200 of par value each totalling PLN 120,000 constituting 100% shares
in the share capital and granting 100% votes at the Shareholders Meeting of Global
Services Sp. z o.o. The price of the shares totalled PLN 120,000;
●
on 23 July 2008 Sygnity S.A. sold an organised part of business related to the area of
IT support of head office and voivodship branches of the National Health Fund to
Global Services Sp. z o.o., 100% shares of which the Company sold on 17 July 2008.
The sale of the organised part of business includes e.g. the specified in the
agreement proprietary copyrights to the software National Health Fund IT System,
rights to licenses and other proprietary rights used to develop and operate the
aforementioned software, transfer of employees and of the rights resulting from the
contracts signed with the partners providing the development and operation services
in the scope related to that software.
The agreed sale price of the organised part of business amounted to PLN
20,880,000.
The sale of the organised part of business constituted another step in the
restructuring of the Sygnity Group, i.e. focusing on the Group’s core business and the
sale of divisions that in the future might not guarantee the Group’s satisfactory
growth.
22
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
IV
CONDENSED FINANCIAL STATEMENTS OF THE SYGNITY S.A. AS AT 30 JUNE
2008 AND FOR THE THREE MONTHS ENDED ON 30 JUNE 2008
1
Financial highlights of Sygnity S.A. for the 2nd quarter of 2008
in thousands PLN
Six months
Six months
ended 30
ended 30
June 2008
June 2007
and at 30
and at 30
June 2008
June 2007
I
Net income from sale of products, goods and
materials, including:
II
Operating profit (loss)
III
Profit (loss) before tax
IV
Net profit (loss)
V
Net cash flow from operating activities
VI
Net cash flow from investing activities
Net cash flow from financing activities
VII
in thousands EUR
Six months
Six months
ended 30
ended 30
June 2008
June 2007
and at 30
and at 30
June 2008
June 2007
271 378
280 007
78 036
72 756
( 18 208)
( 29 263)
( 5 236)
( 7 604)
( 5 695)
( 44 106)
( 1 638)
( 11 460)
( 3 087)
( 35 537)
( 888)
( 9 234)
( 9 483)
( 3 502)
( 2 727)
( 910)
3 603
12 230
1 036
3 178
1 332
6 502
383
1 689
VIII Cash and cash equivalents at period end
21 025
24 896
6 268
6 611
680 945
811 146
203 013
215 398
IX
Total assets
X
Total liabilities
255 986
396 745
76 318
105 355
XI
Total equity
424 959
414 401
126 695
110 043
Selected financial data presented in the financial statements were converted into EUR as
follows:
-
selected balance sheet items were converted using the fixing rate published by the
National Bank of Poland as at the balance sheet date. The exchange rate was:
● as at 30 June 2008: EUR 1 = PLN 3.3542
● as at 30 June 2007: EUR 1 = PLN 3.7658
-
selected items of the profit and loss account were converted using the arithmetical mean
of the EUR fixing rates published by the National Bank of Poland as at the last day of
each month. The exchange rate was:
● in the period from 1 January 2008 to 30 June 2008: EUR 1 = PLN 3.4776
● in the period from 1 January 2007 to 30 June 2007: EUR 1 = PLN 3.8486
23
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
2
Profit and Loss Account
Six months
ended
30 June 2008
Three months
ended
30 June 2008
Six months
ended
30 June 2007
Three months
ended
30 June 2007
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Continued activity
Net income from sale of products, goods and
materials, including:
271 378
147 273
280 007
157 374
Net income from sale of products
207 048
116 173
181 676
81 077
Net income from sale of goods and materials
Cost of sales of products, goods and materials
including:
64 330
31 100
98 331
76 297
( 217 102)
( 107 111)
( 235 131)
( 135 431)
Cost of sales of products (-)
( 163 040)
( 84 446)
( 145 176)
( 64 902)
( 54 062)
( 22 665)
( 89 955)
( 70 529)
54 276
40 162
44 876
21 943
Cost of sales of goods and materials (-)
Gross profit (loss) on sales
Selling and distribution expenses (-)
( 24 127)
( 12 520)
( 24 314)
( 12 590)
General administration expenses (-)
( 53 678)
( 31 539)
( 46 198)
( 27 111)
7 731
1 892
153
153
Other operating costs (-)
( 2 410)
( 1 756)
( 3 780)
( 3 753)
Operating profit (loss)
( 18 208)
( 3 761)
( 29 263)
( 21 358)
17 917
14 505
5 382
4 998
Financial costs (-)
( 5 404)
( 2 899)
( 20 225)
( 18 365)
Profit (loss) before tax
( 5 695)
7 845
( 44 106)
( 34 725)
Other operating revenues
Financial revenues
Income tax
Net profit (loss)
2 608
3 495
8 569
7 035
( 3 087)
11 340
( 35 537)
( 27 690)
24
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
3
Balance Sheet
30 June 2008
31 December 2007
30 June 2007
(unaudited)
(audited)
(unaudited)
445 357
445 736
472 485
19 614
27 026
32 161
0
3 652
Goodwill
95 444
112 603
117 017
Other intangible assets
22 859
33 469
40 011
Fixed assets (long-term)
Tangible fixed assets
Investment property
Investments in associates
443
443
0
286 602
255 725
257 662
Financial assets available for sale
0
0
Long-term receivables
0
0
Financial assets valued at fair value via financial result
Long-term prepayments
0
0
20 395
16 470
21 982
232 051
313 640
338 661
41 073
45 568
49 747
139 187
213 221
193 203
26 489
25 439
66 647
Loans granted
2 355
1 910
3 051
Financial assets valued at fair value via financial result
1 922
1 929
1 117
Deferred tax assets
Current assets (short-term)
Inventories
Trade and other receivables
Short-term prepayments
Financial assets available for sale
0
Cash and cash equivalents
Assets avaible for sale
Total assets
25
21 025
25 573
24 896
3 537
3 594
0
680 945
762 970
811 146
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
Balance Sheet
30 June 2008
31 December 2007
30 June 2007
(unaudited)
(audited)
(unaudited)
Total equity
424 959
397 769
414 401
Share capital
15 081
14 009
14 009
Share premium
Other capital reserves
Accumulated profit /(loss)
Long-term liabilities
Long-term bank loans and credits
330 182
301 079
301 162
83 100
135 985
141 325
( 3 404)
( 53 304)
( 42 095)
9 188
10 730
19 701
0
0
0
2 361
3 155
Retirement benefits provision
247
293
Provisions for liabilities
251
939
Other financial liabilities
Long-term accruals
0
0
Deferred tax provision
9 188
7 871
15 314
Short-term liabilities
246 798
354 471
377 044
55 687
79 064
65 472
103 909
165 514
168 026
0
0
57 775
61 631
99 297
3 386
1 873
0
0
0
Short-term bank loans and credits
Trade and other liabilities
Income tax liabilities
Financial liabilities valued at fair value via financial result
Other financial liabilities
Retirement benefits provision
Provisions
Short-term accruals
Total equity and liabilities
26
248
1 627
3 138
25 793
44 762
41 111
680 945
762 970
811 146
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
4
Statement of changes in equity
Share capital
Equity as at 1 January 2008
14 009
Share
premium
301 079
Other capital
reserves
135 985
Accumulated
profits
( 53 304)
Taking up shares- execution of managerial options
397 769
0
Costs of managerial options
Issue of shares Y
Total equity
102
1 072
Cost of shares issue Y
102
30 026
31 098
( 923)
Loss cover
( 923)
( 52 987)
Net profit (loss)
52 987
0
( 3 087)
( 3 087)
Equity as at 30 June 2008
15 081
330 182
83 100
( 3 404)
424 959
Equity as at 1 January 2007
11 171
173 838
158 180
( 12 519)
330 670
43
3 754
Taking up shares- execution of managerial options
3 797
Costs of managerial options
Issue of shares X
0
2 795
123 570
Cost of shares issue X
126 365
( 81)
Net profit (loss)
Dividend
( 10 813)
Profit distribution
Equity as at 30 June 2007
( 81)
( 35 537)
14 009
301 162
( 35 537)
( 10 813)
( 5 961)
5 961
0
141 325
( 42 095)
414 401
27
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
5
Cash Flow Statement
Six months
ended
30 June 2008
(unaudited)
Six months
ended
30 June 2007
(unaudited)
Cash flow from operating activities
Profit before tax
( 5 695)
( 44 106)
Adjustments:
( 5 258)
40 604
Depreciation and amortisation
Change in working capital*
Foreign exchange (gains) /losses
(Profit) /loss on investment activity
Interest income/ expense
10 275
7 487
( 3 901)
21 614
0
124
( 13 050)
10 920
3 971
Costs of managerial options
102
Other adjustments
Cash from operations
Interest paid
410
( 2 655)
49
( 10 953)
( 3 502)
( 2 107)
Income tax (paid) / returned
3 577
0
( 9 483)
( 3 502)
1 940
225
4 006
0
Capital expenditures
( 2 632)
( 2 506)
Net expenditures on acqusition of subsidiaries and associates
( 2 283)
( 4 683)
3 135
4 988
Net cash flow from operating activities
Cash flow from investing activities
Proceeds from sale of fixed and intangible assets
Proceeds from sale of subsidiaries and associates
0
Sale / (purchase) of short-term securities
Dividend recived and share in profits
Interest received
Granted / (repaid) loans
0
7
( 563)
( 360)
Other investment expenditures and receipts
14 559
Net cash flow from investing activities
Cash flow from financing activities
Proceeds from issue of shares, other equity instruments and
contributions to equity
3 603
12 230
30 277
3 797
Dividends and other payments to owners
0
Receipts ( Repayments) from loans and credits
Receipts (Expenditure) from issuing of debt securities
Financial lease rent paid
( 23 377)
( 7 185)
( 4 720)
9 890
( 848)
0
Interest paid
0
Other financing expenditures and receipts
0
Net cash flow from financing activities
Net increase (decrease) in cash and cash equivalents
1 332
6 502
( 4 548)
15 230
Cash and cash equivalents at period beginning
25 573
9 666
Cash and cash equivalents at period end
21 025
24 896
28
THE SYGNITY S.A. GROUP
nd
Consolidated quarterly report for the 2 quarter of 2008
All amounts were stated in thousands of zlotys (PLN) unless stated otherwise
Six months
ended
30 June 2008
(unaudited)
Six months
ended
30 June 2007
(unaudited)
Change in working capital
Change in provisions
( 1 877)
11 812
Change in inventory
( 2 448)
( 27 457)
Change in receivables
83 017
9 293
Change in liabilities
( 62 574)
63 569
Change in prepayments and accruals
( 20 019)
( 35 603)
( 3 901)
21 614
Piotr Kardach
President of the Management Board
Andrzej Marciniak
Vice President of the Management Board
Bogdan Kosturek
Vice President of the Management Board
Andrzej Kosturek
Vice President of the Management Board
Rajmund Gral
Vice President of the Management Board
Jacek Kujawa
Vice President of the Management Board
29

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