Additional notes to the separate financial

Transkrypt

Additional notes to the separate financial
RAWLPLUG S.A.
NOTES TO THE SEPARATE FINANCIAL
STATEMENTS
FOR THE PERIOD 1 JANUARY - 31 DECEMBER 2015
Wrocław, 17 March 2016
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
1. INFORMATION ON FINANCIAL INSTRUMENTS
Items
in PLN 000s
Available-for-sale financial assets
Loans and borrowings granted
As at 31 December 2014
42 841
294 601
Increases, including:
7 867
26 757
- acquisition, incurrence, issuance
6 649
6 457
- accrued interest
916
-
- balance sheet measurement
256
-
46
20 300
Decreases, including:
13 405
23 983
- disposal, repayment
13 252
-
- impairment
-
3 683
- balance sheet measurement
3
-
- disposal of shares for
cancellation
-
20 300
150
-
37 303
297 375
- impairment
- accrued interest
As at 31 December 2015
On 4 February 2015, the Lisbon Commercial Court (Portugal) registered subsidiary Rawlplug Portugal LDA, based in
Lisbon. The subsidiary's share capital amounts to EUR 25 thousand. The subsidiary's shareholders are:
99% of shares, entitling to 99% of votes at the general meeting, acquired by RAWLPLUG S.A.,
1% of shares, entitling to 1% of votes at the general meeting, acquired by Rawlplug IP Sp. z o.o., a
subsidiary of RAWLPLUG S.A.
The subsidiary's economic activities include the sale of tools and fixing products for the construction industry.
On 12 February 2015, change of the name of subsidiary Koelner - Rawlplug Middle East FZE to Rawlplug Middle
East FZE was registered.
On 17 February 2015, RAWLPLUG S.A. executed an agreement with subsidiary Koelner - Tworzywa Sztuczne Sp. z
o.o. regarding sale of shares for redemption. Pursuant to the agreement, Koelner - Tworzywa Sztuczne Sp. z o.o.
acquired 20 300 own shares with value of PLN 1 000 each and total value of PLN 20 300 thousand. At the same time,
an extraordinary general meeting of this company decided to decrease share capital from PLN 26 000 thousand to
PLN 5 700 thousand through the redemption of the 20 300 shares purchased. The equivalent of the redeemed shares,
i.e. PLN 20 300 thousand, was transferred to the company's supplementary capital. The redemption was free-ofcharge. The transaction has no impact on the financial results of either party to the agreement.
On 20 February 2015, the Companies and Intellectual Properties Commission (Republic of South Africa) registered
subsidiary RAWL AFRICA (Pty) Ltd., based in Johannesburg, Republic of South Africa. The subsidiary's share
capital amounts to USD 25 thousand and has been acquired as follows:
100% of shares, entitling to 100% of votes at the general meeting, acquired by RAWLPLUG S.A.
The subsidiary's economic activities include the sale of tools and fixing products for the construction industry.
On 30 March 2015, subsidiary Rawlplug Ireland Ltd purchased 39% of shares in Herco Fixings Ltd. for EUR 9
thousand. As a result of the purchase, Rawlplug Ireland Ltd held 100% of Herco Fixings Ltd's share capital.
2/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
On 7 May 2015, change of the name of Koelner-Rawlplug Building and Construction Material Trading LLC to
Rawlplug Building and Construction Material Trading LLC was registered. On 1 January 2015, subsidiary Rawlplug
Building and Construction Material Trading LLC (United Arab Emirates) was included in full consolidation.
On 21 June 2015, Companies Registration Office in Dublin, Ireland, issued a decision on removal of subsidiary
Koelner Finance Ltd from the companies register. The company is currently not operational and not subject to
consolidation.
On 2 July 2015, the Court in Zagreb (Croatia) issued a ruling on the commencement of a process to liquidate
subsidiary Koelner d.o.o. From January 2011, the company was not engaged in any sales activities.
On 3 August 2015, the process to liquidate subsidiary Koelner Bulgaria EOOD was formally commenced in
accordance with Bulgarian law. The Bulgarian company's liquidation follows a decision by the Management Board of
RAWLPLUG S.A. on a change of business model in Romania and Bulgaria, as communicated by the Company via
current reports in 2014.
On 22 September 2015, RAWLPLUG S.A. purchased 9% of shares in LeoTex Ltd. for USD 330 thousand. As a result
of the purchase, RAWLPLUG S.A. holds 60% of LeoTex Ltd's share capital.
On 22 September 2015, RAWLPLUG S.A. purchased 9% of shares in Koelner - Ukraine LLC for UAH 215 thousand.
As a result of the purchase, RAWLPLUG S.A. holds 60% of Koelner - Ukraine LLC's share capital.
On 11 December 2015, the extraordinary general meeting of Koelner Inwestycje Budowlane Sp. z o.o. passed a
resolution regarding an increase of the company's share capital by PLN 295 thousand, through the issue of 2 950
shares with a nominal value of PLN 100 each. The shares were purchased by RAWLPLUG S.A. for PLN 5 000.25
thousand. The share capital increase was registered on 30 December 2015.
Interest on loans and borrowings granted
in PLN 000s
31.12.2015
31.12.2014
1 033
1 882
Interest charged and realised
118
760
Interest charged and unrealised, including:
915
1 122
89
135
826
987
Interest charged
- due within 3 months
- due in over 12 months
Finance lease liabilities
in PLN 000s
Within 1 year
Within 1 - 5 years
Total minimum lease payments
Finance costs (-)
Present value of minimum lease payments
31.12.2015
31.12.2014
245
257
84
331
329
588
(3)
(6)
326
582
3/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
Derivatives liabilities
RAWLPLUG S.A. did not have any liabilities due to derivative instruments as at the end of the reporting period.
Loans and borrowings
The following table presents the level of loan and borrowing liabilities, together with interest recorded in costs (in
PLN 000s):
in PLN 000s
2015
Lender
2014
Principle
Interest
Principle
Interest
Raiffeisen Bank Polska S.A.
Overdraft
59 587
1 777
58 316
2 572
ING Bank Śląski S.A.
Overdraft
55 130
1 510
45 000
1 348
5 045
1 873
92 500
2 187
30 068
856
16 205
969
BZ WBK S.A.
Short-term investment credit
-
-
-
244
BZ WBK S.A.
Overdraft
-
-
-
113
3 309
106
3 310
152
-
-
-
451
18 909
546
15 105
595
7 456
173
-
50
12 352
288
8 224
419
Stahl GmbH
Long-term loans
5 591
87
5 622
116
Koelner Polska Sp. z o.o.
Long-term loan
2 672
3
-
-
-
-
-
26
4 249
62
4 588
396
204 368
7 281
248 870
9 638
Bank Handlowy w Warszawie S.A.
Trade credit
BNP Paribas Bank Polska
Overdraft
Fabryka Pił i Narzędzi Wapienica Sp. z o.o.
Short-term loans
Koelner Hungária Kft
Short-term loans
Koelner - Tworzywa Sztuczne Sp. z o.o.
Short- and long-term loans
Koelner Łańcucka Fabryka Śrub Sp. z o.o.
Long-term loan
Koelner Rawlplug IP Sp. z o.o.
Short-term loans
Related parties via key personnel
Long-term loan
Koelner - Inwestycje Budowlane Sp. z o.o.
Long-term loan
TOTAL
4/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
Finance costs - realised and unrealised interest on loans and borrowings received (in PLN 000s)
Interest comprising costs
Incurred
Realised
2015
2014
2015
2014
Raiffeisen Bank Polska S.A.
Overdraft
1 777
2 572
1 777
2 572
BNP Paribas Bank Polska
Overdraft
1 510
969
1481
923
Bank Handlowy w Warszawie S.A.
Short-term trade credit
1 873
2 187
1 873
2 187
856
1 348
856
1 348
BZ WBK S.A.
Overdraft
-
113
-
113
BZ WBK S.A.
Long-term investment credit
-
244
-
244
106
152
98
142
-
451
-
451
Koelner - Tworzywa Sztuczne Sp. z o.o.
Short-term loans
546
595
546
549
Koelner Łańcucka Fabryka Śrub Sp. z o.o.
Short-term loans
173
50
173
50
Koelner Rawlplug IP Sp. z o.o.
Short-term loans
288
419
255
394
87
116
80
116
Koelner Polska Sp. z o.o.
Short-term loans
3
-
-
-
Related parties via key personnel
Long-term loan
-
26
-
26
62
396
-
396
7 281
9 638
7 139
9 511
ING Bank Śląski S.A.
Overdraft
Fabryka Pił i Narzędzi Wapienica Sp. z o.o.
Short-term loans
Koelner Hungária Kft.
Short-term loans
Stahl GmbH
Short-term loans
Koelner - Inwestycje Budowlane Sp. z o.o.
Long-term loan
TOTAL
The Company uses floating-rate investment and revolving credit facilities, based on WIBOR, EURIBOR or LIBOR,
plus bank margin (detailed information is presented in Notes 16d and 17c). There is a risk that financial results may
deteriorate in the event that interest rates go up significantly, however the likelyhood of this happening is low.
At the balance sheet date, no financial covenants in credit agreements were infringed on.
Repayment dates for the interest on borrowings indicated are within one month.
Loans received from related parties are floating-rate instruments based on WIBOR and EURIBOR, plus lender's
margin. Interst is charged on the existing debt at the end of each month.
Calculating an effective interest rate was not necessary due to the being little difference versus the nominal rates.
The fair value of loan and borrowing liabilities does not significantly differ from the carrying amount because their
repayment may only take place at the nominal amount, plus accrued interest.
5/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
The fair value of financial assets available for sale was not determined due to the fact that the assets are not quoted on
an active regulated market where public trading in financial instruments takes place.
2. CREDIT RISK INFORMATION
At RAWLPLUG S.A., credit risk concerns receivables, loans and borrowings as well as cash and cash equivalents.
Detailed information about these items is presented in notes to the balance sheet: receivables - notes 3 and 7-8, loans notes 4h and 9a-b, cash and cash equivalents - note 9c in the SA-R 2015 financial statements.
Concentration of credit risk results from related-party transactions. The relevant information is presented in point 8
below.
3. OFF-BALANCE SHEET ITEMS
As at 31 December 2015, RAWLPLUG S.A. held off-balance sheet liabilities amounting to a total of PLN 112 154
thousand in the form of sureties for repayment of the following (in PLN 000s):
- credit agreement for Koelner Polska Sp. z o.o.
46 198
- lease agreements, for Koelner Łańcucka Fabryka Śrub Sp. z o.o.
20 998
- credit agreement, for Koelner Łańcucka Fabryka Śrub Sp. z o.o.
20 465
- on-going commercial trade, for Koelner Łańcucka Fabryka Śrub Sp. z o.o.
14 727
- credit agreement, for Rawlplug Ireland Ltd
7 487
- credit agreement for Fabryka Pił i Narzędzi Wapienica Sp. z o.o.
1 047
- lease agreements, for Koelner Polska Sp. z o.o.
681
- lease agreements, for Koelner IP Sp. z o.o.
541
- on-going commercial trade, for Koelner Rawlplug IP Sp. z o.o.
10
4. LIABILITIES TOWARDS CENTRAL OR LOCAL GOVERNMENT
AUTHORITIES DUE TO ACQUISITION OF OWNERSHIP RIGHTS
TO BUILDINGS AND STRUCTURES
During the reporting period, RAWLPLUG S.A. did not record any liabilities towards central or local government
authorities due to acquisition of ownership rights to buildings and structures.
6/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
5. DISCONTINUED OPERATIONS
During the reporting period, none of the operations were discontinued. No operations are expected to be discontinued
in the subsequent reporting period either.
6. COST OF MANUFACTURE FOR INTERNAL PURPOSES
During the reporting period, RAWLPLUG S.A. did not incur costs connected with the manufacture of property, plant
and equipment for internal purposes.
7. CAPITAL EXPENDITURE
in PLN 000s
2015
4 363
Non-current non-financial assets, including:
Machinery and equipment
1 685
Software
1 465
Buildings and structures
936
Research and development
219
58
Other tangible assets
13 006
Non-current financial assets, including:
Loans and borrowings granted
6 549
Purchase of shares
6 457
17 369
TOTAL
Capital expenditure on non-current non-financial assets amounted to PLN 4 363 thousand in 2015 and mainly
concerned expansion and upgrade of machinery and procurement of software.
The Company's equity investments, amounting to PLN 13 006 thousand, comprised (in PLN 000s):
purchase of shares in Koelner - Inwestycje Budowlane Sp. z o.o.
5 000
purchase of shares in LeoTex Ltd
1 224
purchase of shares in Rawlplug Portugal Lda
103
purchase of shares in Rawl Africa (PTY) Ltd
94
purchase of shares in Koelner-Ukraine LLC
36
long-term loan to Amicus Poliniae Sp. z o.o.
5 236
long-term loan to Rawl Africa (PTY) Ltd
942
long-term loan to WKK Obiekty sp. z o.o.
190
long-term loan to Rawlplug Portugal Lda
121
7/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
long-term loan to Farmlord Trading Ltd
30
long-term loan to Meadowfolk Holdings Ltd
30
8. RELATED-PARTY TRANSACTIONS
The table below presented transactions with related parties, including:
net receivables, excluding loans and borrowings, as at 31 December 2015,
liabilities, excluding loans and borrowings, as at 31 December 2015,
revenue for the period 1 January - 31 December 2015, covering revenue from sale of products, services,
goods and materials, result on sale of property, plant and equipment, other operating revenues, dividend and
interest income, together with income from guarantees and sureties granted,
purchases for the period 1 January - 31 December 2015, covering procurement of goods, materials, services
and property, plant and equipment, plus initial rent recorded in prepayments. The item also includes finance
costs constituting interest on loans received and the cost of guarantees and sureties received.
8/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
in PLN 000s
Revenues
Koelner - Tworzywa Sztuczne Sp. z o.o.
Fabryka Pił i Narzędzi Wapienica Sp. z o.o.
Koelner Centrum Sp. z o.o.
Koelner CZ s.r.o.
Koelner Romania SRL
Koelner Bulgaria EOOD
Koelner Hungária Kft
Koelner Ltd
Koelner Deutschland GmbH
Koelner Vilnius UAB
Koelner Kiev Ltd
Rawlplug Middle East FZE
Koelner Scandinavia AB
Koelner Łańcucka Fabryka Śrub Sp. z o.o.
Rawlplug Ireland Ltd
Rawl France SAS
Rawlplug Ltd
Stahl GmbH
Amicus Poliniae Sp. z o.o.
Herco Fixings Ltd
Koelner Trading KLD LLC
Farmlord Trading Ltd
Koelner Rawlplug IP Sp. z o.o.
Meadowfolk Holdings Ltd
Koelner - Inwestycje Budowlane Sp. z o.o.
LeoTex Ltd
Koelner Polska Sp. z o.o.
Rawlplug Portugal Lda
Rawl Africa (PTY) Ltd
Koelner d.o.o. (under liquidation)
Key personnel and parties related through key
personnel
TOTAL
Procurement
Receivables
Liabilities
120
1 246
78
8 398
(46)
10 863
3 074
5 205
11 944
4 238
3 848
3 316
15 278
33 624
2 197
825
11
5 614
1
5 170
1
492
3 323
172 199
134
56
-
4 131
3 383
12
2 815
71
341
1 162
757
20
37 668
103
777
443
87
361
215
20 567
506
4 110
1 387
8
3
1 459
260
609
9 502
174
3 717
3 344
941
212
14
11 027
873
135
48
-
2 211
2 415
6
190
8
1
16 385
22
24
192
1 675
39
811
452
-
6
319
1
24
291 215
79 243
32 319
24 455
9/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
As at 31 December 2015, gross receivables concerning loans amounted to PLN 38 149 thousand,
including (in PLN 000s):
24 942 from Amicus Poliniae Sp. z o.o.,
6 335 from Rawlplug Ireland Ltd,
2 145 from Rawlplug Middle East FZE,
1 622 from Koelner Trading KLD LLC,
983 from Rawl Africa (Pty) Ltd
948 from Koelner Romania SRL,
793 from Herco Fixings Ltd,
190 from WKK Obiekty sp. z o.o.,
129 from Rawlplug Portugal LDA,
31 from Farmlord Trading Ltd,
31 from Meadowfolk Holdings Ltd.
An impairment loss was recognised in 2015 on a loan granted to Koelner Romania SRL, amounting to PLN 46
thousand. The impairment loss amounted to PLN 948 thousand as of 31 December 2015.
Finance income on loan interest received during the period 1 January - 31 December 2015 was PLN 1 033 thousand,
including (in PLN 000s):
825 from Amicus Poliniae Sp. z o.o.,
88 from Rawlplug Ireland Ltd,
68 from Koelner Łańcucka Fabryka Śrub Sp. z o.o.,
39 from Koelner Trading KLD LLC,
38 from Rawlplug Middle East FZE,
11 from Herco Fixings Ltd,
7 from Rawl Africa (Pty) Ltd,
1 from Rawlplug Portugal LDA,
1 from Farmlord Trading Ltd,
1 from Meadowfolk Holdings Ltd,
( 46 ) from Koelner Romania SRL (correcting invoice for loan interest).
As at 31 December 2015, loan and borrowing liabilities amounted to PLN 54 538 thousand, including (in PLN 000s):
18 909 towards Koelner - Tworzywa Sztuczne Sp. z o.o.,
12 352 towards Koelner Rawlplug IP Sp. z o.o.,
7 456 towards Koelner Łańcucka Fabryka Śrub Sp. z o.o.,
5 591 towards Stahl GmbH,
10/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
4 249 towards Koelner - Inwestycje Budowlane Sp. z o.o.,
3 309 towards FPiN Wapienica Sp. z o.o.
2 672 towards Koelner Polska Sp. z o.o.
Finance costs on loan interest paid during the period 1 January - 31 December 2015 was PLN 1 265 thousand,
including (in PLN 000s):
546 towards Koelner - Tworzywa Sztuczne Sp. z o.o.,
288 towards Koelner Rawlplug IP Sp. z o.o.,
173 towards Koelner Łańcucka Fabryka Śrub Sp. z o.o.,
106 towards Fabryka Pił i Narzędzi Wapienica Sp. z o.o.,
87 towards Stahl GmbH,
62 towards Koelner - Inwestycje Budowlane Sp. z o.o.,
3 towards Koelner Polska Sp. z o.o.
As at 31 December 2015, RAWLPLUG S.A. held contingent liabilities on sureties and guarantees granted to related
parties in total amounting to PLN 112 154 thousand. A detailed list is presented in the table below.
Entity receiving the surety
Beneficiary
Object of
collateral
Term of surety
/ guarantee
46 198
Credit
agreement
31.07.2017
20 998
Leasing
01.09.2016;
30.04.2017;
Bank Handlowy w
Warszawie S.A.
20 465
Credit
agreement
31.03.2017
Suppliers
14 727
supplies
/ services
30.06.2016
Rawlplug Ltd
Bank Handlowy w
Warszawie S.A.
7 487
Credit
agreement
30.06.2017
FPiN Wapienica Sp. z o.o.
Bank Handlowy w
Warszawie S.A.
1 047
Credit
agreement
31.05.2017
Koelner Polska Sp. z o.o.
Bank Handlowy w
Warszawie S.A.
Koelner Łańcucka Fabryka Śrub
Sp. z o.o.
ING Lease Polska
Sp. z o.o.
Koelner Łańcucka Fabryka Śrub
Sp. z o.o.
Koelner Łańcucka Fabryka Śrub
Sp. z o.o.
Surety / guarantee
liabilities (in PLN 000s)
Koelner Polska Sp. z o.o.
Raiffeisen Leasing
Polska S.A.
547
Leasing
Koelner Rawlplug IP Sp. z o.o.
Raiffeisen Leasing
Polska S.A.
541
Leasing
Koelner Polska Sp. z o.o.
LeasePlan Fleet Management
(Polska) Sp. z o.o.
134
Leasing
Koelner Rawlplug IP Sp. z o.o.
Suppliers
10
supply
from
31.03.2017
to 30.06.2018
from
30.04.2018
to 01.06.2020
from 01.2016
to 09.2018
to 02.04.2019
11/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
In 2015, RAWLPLUG S.A. received new guarantees as well as annexed existing agreements.
On 13 March 2014, RAWLPLUG S.A. executed an agreement with Bank Handlowy w Warszawie S.A. concerning a
short-term credit facility, the amount of which at 31 December 2014 was PLN 92 500 thousand. As collateral for the
full repayment of the credit facility, a civil-law surety was granted by Koelner Łańcucka Fabryka Śrub Sp. z o.o.,
Koelner Rawlplug IP Sp. z o.o., FPiN Wapienica Sp. z o.o., Koelner Polska Sp. z o.o. and Radosław Koelner. The
credit agreement lapsed in 2015 and therefore the guarantees issued to the Company also expired.
In 2015, the following RAWLPLUG Group companies: Koelner Łańcucka Fabryka Śrub Sp. z o.o., FPiN Wapienica
Sp. z o.o., Koelner Polska Sp. z o.o., Rawlplug Ltd and RAWLPLUG S.A. executed credit agreements with Bank
Handlowy w Warszawie S.A. Collateral for repayment included mutual sureties. The entity issuing the sureties was
Koelner Rawlplug IP Sp. z o.o.
The following table presents liabilities on the sureties received by RAWLPLUG S.A. as of 31 December 2015:
Entity issuing the surety
Koelner Polska Sp. z o.o.
FPiN Wapienica Sp. z o.o., Koelner Rawlplug IP Sp. z o.o.,
Koelner Łańcucka Fabryk Śrub sp. z o.o., Koelner Polska Sp. z o.o.
Beneficiary
Level of credit
liabilities
guaranteed by
other entities
Term for which
the surety was
issued
Raiffeisen Bank
Polska S.A.
59 586
31.01.2017
Bank Handlowy
w Warszawie S.A.
5 045
30.11.2016
All related-party transactions were executed on market terms, and their nature and terms result from the on-going
operating activities of the Company or its subsidiaries.
9. UNCONSOLIDATED JOINT VENTURES
During the reporting period, there were no joint ventures that were not subject to full consolidation or equity-method
accounting.
10.NATURE AND ECONOMIC PURPOSE OF AGREEMENTS
EXECUTED BY THE COMPANY SUCH AS ARE NOT INCLUDED IN
THE BALANCE SHEET IN A SCOPE SUFFICIENT TO ASSESS THEIR
IMPACT ON THE ENTITY'S ASSET POSITION, FINANCIAL
SITUATION AND EARNINGS
Not applicable.
12/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
11.STATUTORY AUDITOR'S REMUNERATION, PAID OR DUE TO BE
PAID FOR THE FINANCIAL YEAR
Pursuant to a decision of the Supervisory Board of 7 May 2015, selected as the entity authorised to audit
RAWLPLUG S.A.'s separate financial statements and RAWLPLUG Group's consolidated financial statements for
2015 was BDO Sp. z o.o., based in Warsaw, ul. Postępu 12, entered into the list of entities authorised to audit
financial statements held by the National Statutory Auditors Chamber in Poland under number 3355. Pursuant to the
agreement signed on 24 June 2015, the selected auditor was to carry out, and carried out:
review of RAWLPLUG S.A.'s separate financial statements for H1 2015;
review of RAWLPLUG Group's consolidated financial statements for H1 2015;
audit of RAWLPLUG S.A.'s separate financial statements for FY 2015;
audit of RAWLPLUG Group's consolidated financial statements for FY 2015.
RAWLPLUG S.A. had not used BDO Sp. z o.o.'s services in the past.
Total amount of fees paid or due to be paid pursuant to the agreement concerning audit and review of financial
statements, together with fees paid or due to be paid for tax advisory services:
(in PLN 000s)
2015
2014
Review
60
68
Audit
40
35
Tax and legal advisory
-
28
Last year, the entity authorised to audit RAWLPLUG S.A.'s separate financial statements and RAWLPLUG Group's
consolidated financial statements for 2014 was Grant Thornton Frąckowiak Sp. z o.o. S.k., based in Poznań.
12. AVERAGE EMPLOYMENT, BY EMPLOYEE GROUP
No. of people
Employment
2015
Direct production workers
157
Indirect production workers
101
Administration
118
Total
376
13/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
13. REMUNERATION AND PAY BONUSES PAID OR DUE TO BE PAID
TO MANAGEMENT BOARD AND SUPERVISORY BOARD
MEMBERS
Remuneration paid or due to be paid to Management Board members (in PLN 000s):
Management Board
Radosław Koelner
1.01.2015 – 31.12.2015
- President
777
including roles at subsidiaries, associates and jointly controlled entities
Piotr Kopydłowski - Member, responsible for finance
including roles at subsidiaries, associates and jointly controlled entities
317
497
158
Remuneration paid or due to be paid to Supervisory Board members (in PLN 000s):
Supervisory Board
1.01.2015 - 31.12.2015
Krystyna Koelner
- Chairperson
20
Tomasz Mogilski
- Deputy Chairperson
118
Przemysław Koelner*
- Member
-
Zbigniew Pamuła
- Member
13
Zbigniew Szczypiński
- Member
15
Zbigniew Stabiszewski
- Member
15
Wojciech Heydel
- Member
15
Janusz Pajka
- Member
13
* Przemysław Koelner's term as Member of the Supervisory Board expired on 26 June 2015. The Ordinary General Meeting of
RAWLPLUG S.A. did not appoint him for a new term of the Supervisory Board.
14. OUTSTANDING ADVANCES, CREDIT FACILITIES, LOANS,
GUARANTEES, SURETIES OR OTHER AGREEMENTS
CONCERNING CONSIDERATIONS TO BE PROVIDED TO THE
COMPANY, GRANTED TO MANAGEMENT BOARD AND
SUPERVISORY BOARD MEMBERS
As at 31 December 2015, RAWLPLUG S.A. held receivables due to advances paid to:
Management Board members
PLN 37 thousand,
The accounts do not include any other outstanding advances, credit facilities, loans, guarantees, sureties or other
agreements concerning considerations to be provided to the Company, granted to Management Board and Supervisory
Board members.
14/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
15. INFORMATION ON SIGNIFICANT PRIOR-YEAR EVENTS
RECOGNISED IN THE CURRENT-PERIOD FINANCIAL
STATEMENTS
Not applicable.
16. INFORMATION ON SIGNIFICANT EVENTS AFTER THE END OF
THE REPORTING PERIOD THAT REQUIRE DISCLOSURE IN THE
FINANCIAL STATEMENTS
Not applicable.
17. INFORMATION ON SIGNIFICANT EVENTS AFTER THE END OF
THE REPORTING PERIOD THAT WERE NOT DISCLOSED IN THE
FINANCIAL STATEMENTS
On 7 January 2016, RAWLPLUG S.A. signed an annex to a framework revolving credit facility agreement with
Raiffeisen Bank Polska S.A. of 26 June 2003. The annex increased the Company's limit from PLN 70 million to PLN
79 million and extended the repayment deadline to 31 January 2018.
On 16 February 2016, RAWLPLUG S.A. signed an annex to a revolving overdraft facility agreement with BNP
Paribas Polska S.A., which was announced by the Company in current reports 2/2013 of 5 March 2013 and 6/2015 of
1 April 2015. The annex increased the Company's limit to PLN 40 million and extended the repayment date to 3 April
2017.
18.RELATIONS BETWEEN THE COMPANY AND ITS LEGAL
PREDECESSOR
Not applicable.
19.FINANCIAL STATEMENTS AND COMPARATIVE FINANCIAL DATA,
ADJUSTED FOR INFLATION
Given the fact that during the years covered by the financial statements and comparative data, accumulated inflation
did not exceed 100%, financial statements adjusted for inflation are not presented.
15/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
20.DIFFERENCES, TOGETHER WITH EXPLANATIONS, BETWEEN
DATA DISCLOSED IN THE FINANCIAL STATEMENTS AND
COMPARATIVE DATA AND IN PREVIOUSLY PUBLISHED
FINANCIAL STATEMENTS
Not applicable.
21. CHANGES IN ADOPTED ACCOUNTING PRINCIPLES AND
PROCEDURES FOR PREPARING FINANCIAL STATEMENTS SINCE
THE PREVIOUS FINANCIAL YEAR
No changes were made in 2015 in respect of the adopted accounting principles and procedures for preparing financial
statements since the previous financial year.
22. CORRECTION OF FUNDAMENTAL ERRORS
Not applicable.
23. GOING CONCERN
These financial statements have been prepared on a going concern basis. There are no circumstances indicating a
threat to the Company's status as a going concern in the near future.
24. BUSINESS COMBINATIONS DURING THE REPORTING PERIOD
There were no business combinations with other entities in 2015.
16/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
25. EFFECTS OF MEASUREMENT OF EQUITY-ACCOUNTED
ENTITIES
in PLN 000s
Koelner - Tworzywa Sztuczne Sp. z o.o.
Koelner CZ s.r.o.
Koelner Romania SRL
Koelner Centrum Sp. z o.o.
FPiN Wapienica Sp. z o.o.
Koelner Hungaria Kft
Koelner Bulgaria EOOD
Koelner Vilnius UAB
Koelner Kiev Ltd
Koelner Deutschland GmbH*
Koelner Ltd
Rawlplug Ltd
Rawl France SAS
Rawlplug Ireland Ltd
Farmlord Trading Ltd*
Rawl Scandinavia AB
Koelner Middle East FZE*
Koelner-Rawlplug IP Sp. z o.o.**
Koelner Kazakhstan Ltd
Koelner-Ukraine LLC**
Koelner Trading KLD LLC
Koelner d.o.o.
LeoTex Ltd
Koelner - Inwestycje Budowlane Sp. z o.o.
Koelner Slovakia s.r.o.
Koelner Polska Sp. z o.o.
Rawlplug Portugal LDA**
Rawl Africa (Pty) Ltd
TOTAL
Measurement of
equity-accounted
entities
Carrying
amount
net
Effect on equity
32 521
5 700
26 821
1 683
493
1 190
(12 901)
-
(12 901)
1 192
255
937
29 242
12 088
17 154
24 597
10 502
14 095
(1 846)
-
(1 846)
7 304
1 937
5 367
(607)
893
(1 500)
21 222
21 548
(326)
(1 296)
-
(1 296)
38 200
48 730
(10 529)
6 495
16 880
(10 385)
4 023
10 299
(6 276)
83 721
76 852
6 869
979
209
770
11 618
2 398
9 220
303 586
63 677
239 909
(1 122)
2
(1 124)
1 360
5 067
(3 707)
(3 132)
(180)
1 240
2 960
1 226
(6 092)
(180)
14
5 204
5 005
199
669
449
220
(11 079)
10 008
(21 087)
(290)
103
(393)
(374)
94
(468)
542 031
297 375
244 656
* Equity-method accounting considers the share of the net assets of entity's groups.
** The carrying amount considers interests diectly and indirectly held by RAWLPLUG S.A.
26. BASIS FOR LACK OF CONSOLIDATED FINANCIAL STATEMENTS
RAWLPLUG S.A. prepares consolidated financial statements in accordance with IAS/IFRS.
27. SEGMENT REPORTING
17/18
Notes to RAWLPLUG S.A.'s separate financial statements for the period 1 January - 31 December 2015
RAWLPLUG S.A.'s operations are not diversified. Segment information is presented in RAWLPLUG Group's
consolidated financial statements for 2015.
Radosław Koelner - President of the Management Board
Piotr Kopydłowski - Member of the Management Board responsible for finance
Person responsible for book-keeping
Anna Piotrowska-Kus – Chief Accountant
18/18

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