1/23 SPIS TREŚCI

Transkrypt

1/23 SPIS TREŚCI

Opinion on the audited financial statements of B3System S.A. for the period
from January 1, 2009 to December 31, 2009
SPIS TREŚCI
I.
GENERAL PART OF THE REPORT ............................................................................................ 2
Identification data of the unit ..................................................................................................... 2
Information on the financial statements for the previous year ................................................... 7
Identification data of the entity authorized to audit financial statements and statutory auditor
auditing the financial statements ................................................................................................ 8
4.
Identification data of the financial statements............................................................................ 8
5.
External audits............................................................................................................................ 9
1.
2.
3.
II. FINANCIAL ANALYSIS OF THE COMPANY ......................................................................... 10
1.
Balance sheet............................................................................................................................ 10
2.
Profit and loss account (with classification of expenses by function) ..................................... 11
3.
Basic economic ratios .............................................................................................................. 12
4.
Interpretation of ratios and general economic situation ........................................................... 13
III. DETAILED PART OF THE REPORT ......................................................................................... 16
1.
Assessment of correctness of the applied accounting system .................................................. 16
2.
Asset stock-taking .................................................................................................................... 16
3.
Information on selected profit and loss account items ............................................................. 17
3.1.
Intangible assets............................................................................................................... 17
3.2.
Long-term investments .................................................................................................... 18
3.3.
Short-term receivables ..................................................................................................... 19
3.4.
Short-term investments.................................................................................................... 20
3.5.
Short-term liabilities ........................................................................................................ 21
3.6.
Financial revenue............................................................................................................. 22
4.
Introduction to the financial statements, notes ......................................................................... 22
5.
Statement of changes in shareholders’ equity .......................................................................... 22
6.
Cash flow statement ................................................................................................................. 23
7.
Management Board’s report on the Company’s activities ....................................................... 23
IV. FINAL INFORMATION AND PROVISIONS ............................................................................ 23
1/23
System Rewident Sp. z o.o., ul. Rakowiecka 30a, 02-528 Warszawa, tel: +48 (022) 380 03 80, fax: +48 (022) 380 03 81,
e-mail: [email protected] http://www.system-rewident.com.pl Nr 1253 w Krajowej Izbie Biegłych Rewidentów,
KRS 0000054522 Sąd Rejonowy dla m. st. Warszawy XII Wydział Gospodarczy KRS, NIP: PL 526-10-36-755, Regon: 011256722,
Bank BRE O/Warszawa SWIFT:BREXPLPW 26 1140 1010 0000 3367 5200 1001; Kapitał zakładowy: 250.000 zł
Biuro w Poznaniu ul. Młyńska 7/23 61-730 Poznań tel/fax +48 (061) 853 23 05
A member of ECOVIS International association tax advisors auditors lawyers management consultants in Austria, Belgium, China,
Cyprus, Czech Republic, Denmark, Estonia, Germany, Finland, France, Great Britain, Hungary, India, Ireland, Italy, Latvia, Lithuania,
Malta, Netherlands, Poland, Portugal, Romania, Russia, Slovak Republic, Slovenia, Spain, Switzerland, Turkey, Ukraine and USA.
I.
GENERAL PART OF THE REPORT
1. Identification data of the unit
Name and legal status
B3System Spółka Akcyjna (joint-stock company)
Unit’s registered office
ul. Taneczna 7, 02-829 Warszawa
Company’s business
In the audited period, changes took place with regard to the Company’s operations. According
to the entry in the register, the current operations of the Company include:
reproduction of written information media,
production of office machinery and equipment, apart from computers and peripheral
devices,
installation of manufacturing machinery, hardware and equipment,
production of computers and peripheral devices,
wholesale of computers, peripheral devices and software,
wholesale of office furniture,
wholesale of other office machinery and equipment;
road transport of goods,
services connected with removals,
wired telecommunications,
wireless telecommunications, excluding satellite telecommunications,
satellite telecommunications,
other telecommunications,
broadcasting widely available and licensed TV programs,
rental and lease of car vehicles, excluding motorcycles,
rental and lease of other machinery, devices and goods not classified elsewhere,
rental and lease of water transport means,
information technology consulting,
publishing activities in the scope of computer games,
publishing activities in the scope of other software,
software activities,
other services in the scope of IT and computer technologies,
2/23
IT device management,
data processing, website management (hosting) and similar activities,
other service activities in the scope of IT technologies,
scientific research and development works in the scope of other nature and technical
sciences,
scientific research and development works in the scope of biotechnology,
services connected with forestry,
public relations and communication,
other business and management consultancy activities;
other professional, scientific and technical activities not classified elsewhere,
activities which support education,
accounting activities, tax consultancy,
activities of financial groups of companies,
activities of head offices and groups of companies, excluding financial groups
of companies,
teaching foreign languages,
technology,
basic vocational schools,
out-of-school physical education and organizing sport and recreation activities,
out-of-school artistic education,
other out-of-school forms of education, not classified elsewhere,
other service activities, not classified elsewhere.
The operations conducted in the audited period did not go beyond the scope of activities
specified in the National Court Register and was mostly limited to the sales of computers,
peripheral devices and software as well the provision of implementation and maintenance
services.
Legal basis of operations
B3System S.A. conducts its operations based on:
Articles of Association in the form of a notarial deed signed on June 6, 2006 Rep. A
no. 1455/2006). Changes to the Articles of Association are included in the unified text
in the form of a notarial deed, Rep. A no. 3265/2009 of December 28, 2009.
Code of Commercial Companies.
B3System S.A. was established as a result of transforming B3System M. Kaliński
i W. Sędzielski Spółka Jawna registered partnership into a joint-stock company. On June 6,
2006, the Company shareholders adopted a resolution on the transformation. On June 22,
2006, the change was registered by the Court.
B3System S.A. was established for an unlimited time.
3/23
Registration in the District Court
On June 22, 2006, the Company was entered into the National Court Registered at the District
Court for the Capital City of Warsaw in Warsaw, 13th Economic Division, under KRS
no. 0000259314.
Previously, the Company was registered under no. 0000088659 as a Registered Partnership.
Tax and statistical registration
The Company has the following identification numbers:
REGON (statistical ID) 016226542,
NIP (tax ID) 521-30-60-709.
The Company is also registered as payer of VAT-UE.
Share capital and its changes during the reporting period
The share capital as of December 31, 2009, amounted to PLN 946,615.60 and was divided
into 9,466,156 shares (including 1,000,000 A series shares, 4,000,000 B series shares,
750,000 C series shares, 100,000 D series shares, 1,080,000 E series shares, 1,170,000 F
series shares, 205,600 G series shares, 1,054,870 H series shares and 105,686 I series shares)
with a value of PLN 0.10 each. All A series shares are privileged for votes in a way that each
A series share gives right to two votes at the General Meeting. A part of the shares with a total
value of PLN 234,047.00 has been taken up in return for an in-kind contribution.
In 2009, changes took place in the entity’s ownership structure.
Share capital was increased by PLN 10.568,60 by issuing 105.686 I series shares with
a nominal value of PLN 0.10 each, directed to eligible Company employees as part of the
Incentive Scheme. The shares have been taken up at an issue price of PLN 1.62 per share, and
their total value amounted to PLN 171,211,32. The difference between the issue price and the
nominal price in the amount of PLN 160,642.72 was added to the supplementary capital.
4/23
The composition of shareholders as of December 31, 2008 was the following:
Shareholders
TOTMES S.A. Group of Companies
Mirosław Kaliński
B3System-Security Sp. z o.o.
Władysław Sędzielski
Piotr Jurzysta
Others
TOTAL
Number
of shares
1,744,809
1,552,000
1,080,000
741,882
453,000
3,778,779
936,047,000
Value in PLN
174,480.90
155,200.00
108,000.00
74,188.20
45,300.00
377,877.90
936,047.00
Stake in the
share capital
(%)
18.64
16.69
11.54
7.93
4.84
40.37
100.00
The composition of shareholders as of December 31, 2009 was the following:
Shareholders
TOTMES S.A. Group of Companies
Mirosław Kaliński
B3System-Security Sp. z o.o.
Władysław Sędzielski
Piotr Jurzysta
Others
TOTAL
Number
of shares
1,733,482
1,402,000
1,080,000
450,000
453,000
4,347,674
9,466,156
Value in PLN
173,348.20
140,200.00
108,000.00
45,000.00
45,300.00
434,767.40
946,615.60
Stake in the
share capital
(%)
18.31
14.81
11.41
4.75
4.79
45.93
100.00
Share capital shown in the financial statements corresponds to the current extract from the
National Court Register and the Company’s Articles of Association.
Share capital of B3System S.A. as of the balance-sheet date amounts to:
5/23
Specification
Initial capital
Due payments for initial capital
Treasury shares
Supplementary capital
Revaluation capital
Other reserve capitals
Profit (loss) from previous years
Net profit (loss)
Write-offs from net profit in the fiscal year
Total
Amount in
thousands PLN
947
0
0
15 020
0
0
-257
101
0
15 811
Management Board
In the audited period, the Management Board consisted of:
Mirosław Kaliński – President of the Management Board
Władysław Sędzielski – Vice-President of the Management Board
Piotr Jurzysta – Vice-President of the Management Board
Until the end of the audit, no changes were made in this field.
The Company was represented by the President and Vice-President (independently), by two
other members of the Management Board (not the President or Vice-President) jointly or by
a member of the Management Board jointly with the Proxy. From January 18, 2010, the
Company is represented by two Members of the Management Board or one Member of the
Management Board jointly with the Proxy.
Supervisory Board
In the audited period, the Supervisory Board consisted of:
Tadeusz Kuranowski – Chairman of the Supervisory Board,
Hanna Ciejka – Member of the Supervisory Board,
Mirosław Hejduk – Member of the Supervisory Board,
Krzysztof Przyłucki – Member of the Supervisory Board,
Waldemar Nowak – Member of the Supervisory Board until January 4, 2010,
Jacek Grochowina – Member of the Supervisory Board until December 31, 2009,
Jerzy Katana – Member of the Supervisory Board until January 11, 2010,
Andrzej Woźniakowski – Member of the Supervisory Board until January 11, 2010,
Until the end of the audit, no changes were made in this field.
6/23
Employment
Average employment in 2009 was 25.21 persons.
The function of Chief Accountant was performed by Mrs. Izabella Pobudkiewicz.
Affiliated entities
B3System S.A. is the parent entity in B3System S.A. Group of Companies. The Company’s
affiliated entities as of December 31, 2009 are:
Navipro Sp. z o.o. with a registered office in Warsaw (100% shares),
Commcord Sp. z o.o. with a registered office in Warsaw (52% shares),
Prokonekt S.A. (formerly HS Partner Pro-Test S.A.) in Warsaw (75.06% shares).
On April 20, 2009, the Management Boards of B3System S.A. and Pro-Test Sp. z o.o. passed
a resolution concerning the merger of B3System S.A. with PRO-TEST Sp. z o.o. subsidiary.
The merger was registered by the Court on September 30, 2009. Under Article 44a item 1
of the Accounting Act, the merger was settled and entered into the accounting books
of B3System S.A. as of the day of the merger, i.e. September 30, 2009, by the acquisition
method. Profits and losses of Pro-Test Sp. z o.o. (the taken-over company) achieved between
the day of taking control and the day of the merger were added to the shareholders’ equity
of the parent company – B3System S.A.
2. Information on the financial statements for the previous year
The basis for the opening balance of the accounting books were the financial statements
for the period from January 1, 2008 to December 31, 2008, which were audited by System
Rewident Sp. z o.o. with a registered office in Warsaw and obtained an opinion without
reservations.
The Company’s financial statements for the period from January 1, 2008 to December 31,
2008 was approved by Resolution no. 3 of the General Meeting of Shareholders of April 28,
2009.
By resolution no. 17 of April 28, 2009, the General Meeting of Shareholders decided
to allocate the total net profit of PLN 2,025,116.44 for the Company’s supplementary capital.
The financial statements for 2008 were submitted to Warszawa-Ursynów Tax Office on May
7, 2009 and to the District Court for the Capital City of Warsaw in Warsaw, 13th Economic
7/23
Division of the National Court Register, on May 4, 2009. The financial statements were also
published in “Monitor Polski B” on July 10, 2009, no. 1096, item 6288.
3. Identification data of the entity authorized to audit financial statements
and statutory auditor auditing the financial statements
System Rewident Sp. z o.o. with a registered office in Warsaw, ul. Rakowiecka 30A, is an
entity authorized to audit financial statements, entered on the list under no. 1253.
The audit was conducted based on agreement concluded on July 3, 2009 between B3System
S.A. as the orderer and System Rewident Sp. z o.o. as the contractor. Katarzyna Sztanga,
entered on the list of statutory auditors under no. 10205, conducted the audit on behalf of the
authorized entity.
System Rewident Sp. z o.o. as an authorized entity was chosen to audit the financial
statements of B3System S.A. for the fiscal year 2009 by the Supervisory Board by resolution
no. 7/2009 of April 22, 2009.
We represent that System Rewident Sp. z o.o. as an authorized entity and the statutory auditor
who conducted the audit on its behalf meet the conditions necessary for expressing
an impartial and independent opinion on the audited financial statements, pursuant to Article
56 of the Act of May 7, 2009 on statutory auditors and their self-government, entities
authorized to audit financial statements and the public supervision.
The audit was conducted in the Company’s registered office from March 9 to March 23, 2010
and from April 1 to April 7, 2010.
The Company provided the statutory auditor with the requested data as well as information
and explanations necessary for the audit, and submitted a statement of completeness,
reliability and correctness of the financial statements and the underlying accounting books;
it also informed about significant events that occurred between the balance sheet date and the
date of submitting the statement.
The statutory auditor was not restricted in choosing appropriate audit methods, expressing
an opinion and preparing the report.
4. Identification data of the financial statements
The subject of the audit were the consolidated financial statements of B3System S.A. for 2009,
including:
8/23
Introduction to the financial statements;
Balance sheet as of December 31, 2009, showing a balance-sheet total of
PLN 34,917,000;
Profit and loss account for the period from January 1, 2009 to December 31, 2009,
showing a net profit of
PLN 101,000;
Statement of changes in shareholders’ equity for the period from January 1, 2009 to
December 31, 2009, showing a decrease in the shareholders’ equity by PLN 131,000;
Cash flow statement for the period from January 1, 2009 to December 31, 2009,
showing a decrease in cash by
PLN 1,223,000;
Notes
The Management Board’s report on the Company’s activities in 2009 was also presented to
the statutory auditor.
5. External audits
No external audits were conducted in the unit in 2009.
9/23
II.
FINANCIAL ANALYSIS OF THE COMPANY
Selected items from the profit and loss account, balance sheet and basic financial ratios are
presented below.
1.
Balance sheet
(in thousands PLN)
% of total
assets
31.12.09
% of total
assets
31.12.08
% of total
assets
31.12.07
ASSETS
Fixed assets
Intangible assets
Property, plant and equipment
Long-term receivables
Long-term investments
Long-term accruals
Current assets
Inventories
Short-term receivables, including:
- payable within the period of over 12
months
Short-term investments
Short-term accruals
12 767
3 909
849
18
7 934
57
22 150
950
19 421
36.6%
11.2%
2.4%
0.1%
22.7%
0.2%
63.4%
2.7%
55.6%
13 251
83
1 138
0
12 015
15
15 710
1 098
11 932
45.8%
0.3%
3.9%
0.0%
41.5%
0.1%
54.2%
3.8%
41.2%
13 018
113
890
0
12 015
0
14 571
233
8 767
47.2%
0.4%
3.2%
0.0%
43.5%
0.0%
52.8%
0.8%
31.8%
0
0.0%
0
0.0%
0
0.0%
1 061
718
3.0%
2.1%
2 067
613
7.1%
2.1%
4 727
844
17.1%
3.1%
TOTAL ASSETS
34 917
100.0%
28 961
100.0%
27 589
100.0%
Shareholders’ equity (fund)
Initial capital (fund)
Supplementary capital (fund)
Revaluation capital (fund)
Profit (loss) from previous years
Net profit (loss)
Write-offs from net profit during the
fiscal year (negative value)
Liabilities and provisions for
liabilities
Provisions for liabilities
Long-term liabilities
Short-term liabilities
- payable within the period of over
12 months
Accruals
15 811
947
15 020
0
-257
101
45.3%
2.7%
43.0%
0.0%
-0.7%
0.3%
15 942
936
12 835
0
147
2 025
55.0%
3.2%
44.3%
0.0%
0.5%
7.0%
14 122
936
11 778
0
154
1 254
51.2%
3.4%
42.7%
0.0%
0.6%
4.5%
0
0.0%
0
0.0%
TOTAL LIABILITIES
LIABILITIES
19 106
54.7%
13 019
45.0%
13 467
48.8%
22
642
18 288
0.1%
1.8%
52.4%
18
888
12 113
0.1%
3.1%
41.8%
53
252
12 704
0.2%
0.9%
46.0%
0
0.0%
0
0.0%
0
0.0%
154
0.4%
0
0.0%
458
1.7%
34 917
100.0%
28 961
100.0%
27 589
100.0%
10/23
2.
Profit and loss account (with classification of expenses by function)
(in thousands PLN)
Sales revenue
Revenue from sales of products
Revenue from sales of goods and
materials
Cost of products, goods and materials
sold, including:
Manufacturing costs of products sold
Value of goods and materials sold
Gross profit (loss) on sales
Costs of sale
General administrative costs
Profit (loss) on sales
Other operating revenue
Profit on sale of fixed assets
Subsidies
Other operating revenue
Other operating costs
Profit on sale of fixed assets
Revaluation of non-financial assets
Other operating costs
Profit (loss) on operating activities
Financial revenue
Dividends
Interest
Profit on sale of investments
Revaluation of investments
Other
Financial costs
Interest
Loss from sale of investments
Other
Profit (loss) on business activities
Result on extraordinary events
Profit (loss) before tax
Corporate income tax
Net profit (loss)
Year ended
Year ended
Year ended
on
2009/2008
on
2008/2007
on
December
dynamics
December
dynamics
December
31, 2009
31, 2008
31, 2007
49 369
100.9%
48 912
134.9%
36 269
6 892
214.8%
3 208
124.6%
2 575
42 477
92.9%
45 704
135.6%
33 694
44 150
105.4%
41 880
134.7%
31 089
5 567
38 583
5 219
2 868
2 373
-22
234
15
0
219
235
0
37
198
-23
404
381
23
0
0
0
290
245
0
0
45
91
0
91
-10
101
201.9%
98.6%
74.2%
96.1%
115.7%
-1.1%
91.4%
85.5%
317.6%
0.0%
421.3%
-1.1%
83.3%
89.9%
37.7%
111.5%
153.1%
45.0%
3.8%
3.8%
-2.6%
5.0%
2 757
39 123
7 032
2 985
2 051
1 996
256
0
0
256
74
27
0
47
2 178
485
424
61
0
0
0
260
160
0
0
100
2 404
0
2 404
379
2 025
111.4%
136.7%
135.8%
153.5%
115.7%
136.4%
171.8%
0.0%
182.9%
82.2%
900.0%
0.0%
70.1%
143.2%
346.4%
43.6%
234.2%
275.9%
188.7%
155.0%
155.0%
127.6%
161.5%
2 474
28 615
5 180
1 945
1 772
1 463
149
0
9
140
90
3
20
67
1 521
140
0
140
0
0
0
111
58
0
0
53
1 551
0
1 551
297
1 254
11/23
3.
Basic economic ratios
01.01.09 31.12.09
01.01.08 31.12.08
01.01.07 31.12.07
net profit
average assets
0.32%
7.16%
6.19%
net profit
average shareholders’ equity
0.64%
13.47%
14.77%
net profit
revenue on sales of products and goods
Gross return on sales
result on sales of products and goods
revenue on sales of products and goods
Liquidity ratio I
total current assets*
short-term liabilities*
Liquidity ratio II
total current assets* – inventories
Liquidity ratio III
short-term investments
Receivables turnover (days)**
average gross trade receivables x 365 days
revenue on sales of products, goods and materials
Liabilities turnover (days)**
average gross trade liabilities x 365 days
costs of products, goods and materials sold + costs of sale + general administrative
costs
Inventory turnover (days)
average inventories x 365 days
costs of products, goods and materials sold + costs of sale + general administrative
costs
General debt ratio
total debt
total assets
Shareholders’ equity to debt ratio
shareholders’ equity
loan capital
Fixed capital to fixed assets ratio
shareholders’ equity + long-term liabilities***
fixed assets
Shareholders’ equity and long-term provisions to fixed assets
shareholders’ equity + long-term provisions
fixed assets
0.20%
4.14%
3.46%
-0.04%
4.08%
4.03%
1.21
1.30
1.15
1.16
1.21
1.13
0.06
0.17
0.37
103.93
69.91
84.76
103.30
82.83
102.24
7.57
5.18
3.42
0.55
0.45
0.49
0.83
1.22
1.05
1.29
1.27
1.10
1.24
1.20
1.08
0.47
0.58
0.52
Return on assets
Return on equity
Net return on sales
Permanence of financing structure
shareholders’ equity + long-term provisions + long-term liabilities***
total assets
* excluding trade liabilities payable within the period of over 12 months,
** the numerator values include VAT, the denominator values do not,
*** including trade liabilities payable within the period of over 12 months.
12/23
01.01.09 - 01.01.08 - 01.01.07 31.12.09
31.12.08
31.12.07
Earnings per share
net profit
shares outstanding
0.01
0.22
0.13
shareholders’ equity
shares outstanding
1.67
1.70
1.51
Book value per share
4.
Interpretation of ratios and general economic situation
Structure of Company’s assets:
The vertical analysis of the Company’s assets shows an increase in the share of current
assets in the asset structure in 2007–2009. Their share in the balance-sheet value of assets
at the end of 2009 amounted to 63.4%. Main items under current assets were trade receivables.
The main item in fixed assets were shares in subordinates, acquired in previous reporting
periods.
The horizontal analysis of assets shows that in 2009, the balance sheet sum increased
by 20.57% year-over-year.
Structure of sources of financing:
A vertical analysis of balance sheet liabilities shows that in 2007–2008, the assets held
by the Company were to a larger extent financed by shareholders’ equity, whereas in 2009 –
by loan capital.
In 2007, loan capital constituted 51.2% of the financing structure, in 2008 – 55%,
and in 2009 – 45.3%.
Among shareholder’s equity, the biggest item was supplementary capital, whereas
among loan capitals, the biggest item were trade liabilities.
Profit and loss account:
Sales revenue was the following: in 2008, it increased by 34.9% year-over-year, while
in fiscal year ended on December 31, 2009, it increased by 0.9% year-over-year.
The operating cost dynamics showed a similar tendency and was the following:
in 2008, operating costs increased by 34.79% year-over-year, while in 2009, the costs
increased by 5.28% year-over-year and amounted to PLN 49,391,000.
13/23
Therefore, in 2007–2008, the Company’s result on sales was positive, while in 2009 it
was negative. This means that in the audited period, the Company was not profitable in its
basic operations.
In 2007–2009, the Company achieved a profit on other operating activities, while
in 2009 it sustained a slight loss. The negative result in 2009 was mainly due to calculating
depreciation of goodwill as a result of merger with Pro-Test Sp. z o.o. subsidiary, contractual
penalties as well as revaluation of receivables.
In 2007–2009, the Company achieved a positive result on financial activities, mainly
because of dividends received from its subsidiaries.
Profitability ratios:
In 2006–2008, the profitability ratios were at a similar level. In 2009, the ratios fell
compared to the previous years, due to achieving a significantly lower net profit by the
Company. In the fiscal year 2009, each zloty (PLN 1) of the Unit’s assets and each zloty
of revenue generated an average net profit below one grosz (PLN 0.01).
Efficiency ratios:
The average period after which the Group of Companies collected trade receivables
increased to 104 days in 2009 from 70 days in 2008.
The inventory turnover in 2007–2009 showed a growth tendency. In 2009, inventories
were replenished on average every 7 days.
The deferred payment cycle for trade liabilities was extended. In 2009, the Company
paid its current liabilities on average every 103 days, while in 2008 the deferred payment
cycle amounted to 83 days, which shows a decrease in the Company’s liquidity in the audited
year.
In the audited period, the working capital cycle in the Group of Companies was
unfavorable, because the deferred payment deadlines were shorter than the periods of freezing
cash in inventories and short-terms receivables. In 2009, B3System S.A. Group of Companies
paid its suppliers 8 days before the liquidation of inventories and collection of receivables
from customers (in 2008 it was 8 days and in 2007 – 14 days, but after the liquidation
of inventories and collection of receivables from customers).
Debt ratios:
The Company’s debt in 2007–2009 was changeable. The typical debt to assets ratio
in the Polish economy amounts to approx. 0.3–0.65. The value of this ratio in B3System
14/23
amounted to 0.49 in 2007, 0.45 in 2008 and 0.55 in 2009. Consequently, the financial risk
of conducted operations was on a level which is generally considered as acceptable.
Liquidity ratios:
The values of liquidity ratios allow to make the following conclusions:
In 2009, liquidity ratios slightly deteriorated, but they stayed on the level which is
considered optimal.
In the analyzed period, the Company met the golden financing rule, as the amount
of fixed capital was higher than the value of fixed assets held by the Company. This
situation is a sign of moderate risk of financing structure.
After collection of receivables, liquidation of inventories and with the use of held cash,
in fiscal year 2009 the Company was able to pay 121% of current liabilities.
The quick liquidity ratio (III degree) is often considered as the most reliable, as it
reflects the “natural” financial liquidity of an enterprise. In the fiscal year ended
on December 31, 2009, the cash to current liabilities ratio decreased by 11 percentage
points year-over-year and amounted to 6%.
15/23
III.
DETAILED PART OF THE REPORT
1.
Assessment of correctness of the applied accounting system
The Company has documents which describe its adopted accounting standards (policy),
including: the fiscal year and the reporting periods, methods of valuating assets and liabilities
and calculating the financial result, method of keeping accounting books as well as the data
protection system. Documentation of the accounting policy has been prepared in accordance
with the Accounting Act and approved by the regulation of the Management Board of June 22,
2006.
The accounting books are kept at the office of the Company’ Management Board with the use
of computers and based on the Microsoft Business Solutions-Navision finance and accounting
software.
We have performed a random check of the correctness of the functioning of the accounting
system. We have assessed, among others, the following aspects:
correctness of documenting business operations,
correctness of accounting books kept with the use of computers,
correctness of the applied methods of securing access to data and of the system
of processing them by means of computers,
linking the data from the accounting books to the financial statements,
protecting the accounting documentation, accounting books and the financial
statements,
stock-taking and settling results of stock-taking.
As a result of this assessment as well as checking the reliability of particular items from the
financial statements, we have concluded that the accounting system as a whole may be
considered as correct.
2.
Asset stock-taking
The stock-taking included:
physical count of cash in hand as of December 31, 2009,
confirmation of the balance of cash on bank accounts as of December 31, 2009,
physical count of goods at the warehouse on January 15, 2010,
confirmation of the balance of trade receivables as of December 31, 2009,
by reviewing documents – the balance of public receivables and liabilities
as of December 31, 2009.
16/23
The results of this stock-taking were settled in the accounting books for 2009.
3.
Information on selected profit and loss account items
(in thousands PLN)
3.1.
Intangible assets
Specification
Costs of completed development works
Goodwill
Other intangible assets
Advance payments for intangible assets
TOTAL
31.12.2009
31.12.2008
0.00
3,572
337
0
3,909
0
0
83
0
183
In the balance sheet, intangible assets are shown in the current value (decreased by
depreciation).
A table of movements of intangible assets has been correctly presented in “Notes”.
The main item under intangible assets is the Company goodwill, which results from the
merger of B3System S.A. (the parent company) with the Pro-Test Sp. z o.o. (the taken-over
company). The merger was registered by the Court on September 30, 2009. Under Article 44a
item 1 of the Accounting Act, the merger was settled and entered into the accounting books of
B3System S.A. as of the day of the merger, i.e. September 30, 2009, by the acquisition
method. Profits and losses of the taken-over company achieved between the day of taking
control and the day of the merger were added to the shareholders’ equity of the parent
company.
The goodwill was presented after decreasing it by write-offs for the period from the beginning
of the subordination relation to the day of the merger (PLN 403,000 posted in correspondence
with the result of the previous years) and the write-off for the period from the day of the
merger to the balance-sheet date (PLN 50,000 added to other operating costs of the year 2009).
Decreases in intangible assets in the reported period are mainly a result of amortization.
Intangible assets are depreciated using the straight-line method in the estimated period of
economic usability. The Management Board of B3System adopted a decision on prolonging
the depreciation period to 20 years.
Depreciation in the amount of PLN 152,000 was correctly calculated and added to costs of the
year 2009. Depreciation of goodwill calculated for the period from the beginning of the
subordination relation to the day of the merger, i.e. PLN 403,000, was settled against the
result of the previous years.
17/23
3.2.
Long-term investments
Specification
Real property
Intangible assets
Long-term financial assets
in affiliated entities
- shares
- other securities
- granted loans
- other long-term financial assets
in other entities
Other long-term investments
TOTAL
31.12.2009
31.12.2008
0
0
7,934
7,934
7,934
0
0
0
0
0
7,934
0
0
12,015
12,015
12,015
0
0
0
0
0
12,015
The Company valuates long-term investments at the purchase price decreased by possible
write-offs due to permanent loss of value.
As of December 31, 2008, long-term financial assets included shares in subsidiaries
purchased in 2007, i.e.:
– Navipro Sp. z o.o. – PLN 2,266,000 (100% shares),
– Pro-Test Sp. z o.o. – PLN 4,901,000 (100% shares),
– Commcord Sp. z o.o. – PLN 995,000 (52% shares),
– Prokonekt S.A. (formerly HS Partner Pro-Test S.A.) – PLN 3,854,000 (33.01% shares
directly, 42.05% shares were held by Pro-Test Sp. z o.o.).
In the audited period, B3System S.A. (the parent company) merged with Pro-Test Sp. z o.o.
subsidiary (the taken-over company). The merger was registered by the Court on September
30, 2009. Profits and losses of the taken-over company achieved between the day of taking
control and the day of the merger were added to the shareholders’ equity of the parent
company.
Therefore, the value of long-term investments decreased by the value of shares at the purchase
price of the day of taking control over Pro-Test Sp. z o.o. (PLN 4,901,000 and it increased by
the amount of PLN 820,000 due to taking up shares in Prokonekt S.A. (formerly HS Partner
Pro-Test S.A.), which were a component of assets of Pro-Test Sp. z o.o. company.
Thus, the long-term financial assets as of December 31, 2009 include:
– Navipro Sp. z o.o. – PLN 2,266,000 (100% shares),
– Commcord Sp. z o.o. – PLN 995,000 (52% shares),
– Prokonekt S.A. (formerly HS Partner Pro-Test S.A.) – PLN 4,673,000 (75.06% shares).
18/23
3.3.
Short-term receivables
Specification
Receivables from affiliates
a) trade receivables payable within the period of
- up to 12 months
- over 12 months
b) other
Receivables from other entities
a) trade receivables payable within the period of
- up to 12 months
- over 12 months
b) due to taxes, subsidies, customs, social and
health insurance and other benefits
c) other
d) subject to lawsuit
Net short-term receivables
Revaluations of receivables
Gross short-term receivables
31.12.2009
193
23
23
0
170
19,228
17,826
17,826
0
31.12.2008
276
24
24
0
252
11,656
10,242
10,242
0
1,209
943
193
0
19,421
61
19,482
471
0
11,932
25
11,957
Short-term receivables are shown in the Company’s balance sheet after deduction of
revaluation write-offs. At the end of 2009, the revaluation of overdue receivables amounted to
PLN 61,000.
Revaluations of receivables (in thousands PLN)
as of January 1, 2009
Increases
Decreases – usage
Decreases – release
as of December 31, 2009
25
37
1
0
61
Trade receivables have been inventoried using the method of balance confirmation as of
December 31, 2009 in approximately 90%.
Until March 17, 2009, trade receivables shown as of December 31, 2009 have been paid
in approximately 87%.
Other receivables from affiliated entities in the amount of PLN 170,000 consist of advance
payments for services which are to be performed in future periods. Due to the failure to
execute an agreement, the advance payment was returned to the Company on February 1,
2010.
19/23
Receivables due to taxes, subsidies, customs, social and health insurance and other benefits
include mainly VAT receivables to be settled in subsequent periods, in the amount of PLN
1,095,000.
The item “other” includes:
- PLN 138,000 – receivables from shareholders due to transforming a registered partnership
into a joint-stock company,
- PLN 17,000 – deposit for rental of the property which is the Company’s registered office,
- PLN 11,000 – advance payment for an employee.
Receivables expressed in a foreign currency have been valuated as of December 31, 2009
according to the average exchange rate of the National Bank of Poland of this day.
3.4.
Short-term investments
Specification
Short-term financial assets
a) in affiliated entities (granted loans)
b) in other entities
c) cash in hand and other financial assets
- cash in hand and on bank accounts
- cash equivalents
- other cash assets
Other short-term investments
31.12.2009
1,061
322
0
739
739
0
0
0
31.12.2008
2,067
105
0
1,962
1,962
0
0
0
Short-term financial assets in affiliated entities consist of loans granted to Navipro Sp. z o.o.
subsidiary.
Cash as of December 31, 2009 consists of:
cash in hand – PLN 527,000,
cash on bank accounts – PLN 212,000.
Cash in hand was confirmed by physical count conducted as of December 31, 2009.
The balance of cash on bank accounts was confirmed by way of balance confirmation
as of December 31, 2009. Cash in foreign currencies was valuated according to the mean
exchange rate of the National Bank of Poland as of the balance-sheet date.
20/23
3.5.
Short-term liabilities
Specification
To affiliated entities
a) for goods and services payable within the period of:
- up to 12 months
- over 12 months
b) other
To other entities
a) loans and credits
b) due to issue of bonds
c) other financial liabilities
d) for goods and services payable within the period of:
- up to 12 months
- over 12 months
e) advance payments for deliveries
f) bills of exchange liabilities
g) due to taxes, customs, insurance and other benefits
h) due to remuneration
i) other
Special funds
TOTAL
31.12.2009
424
424
424
0
0
17,798
1,247
0
289
16,179
16,179
0
0
0
62
0
21
66
18,288
31.12.2008
136
11
11
0
0
11,937
0
0
305
11,341
11,341
0
31
0
250
0
10
40
12,113
Item “loans and credits” includes the value of a short-term facility on the current account in
the amount of PLN 844,000, as well as the value of loan taken from a Company shareholder
in the amount of PLN 403,000.
Item “other financial liabilities” in the amount of PLN 289,000 features short-term liabilities
due to cars taken on lease. Part of liabilities in the amount of PLN 642,000, payable within the
period of over a year, was presented under long-term liabilities.
Trade liabilities have been inventoried using the method of balance confirmation
as of December 31, 2009 in approximately 6%.
Until the end of February 2010, trade liabilities as of December 31, 2009 which have not been
inventoried have mostly been paid.
Item “liabilities due to taxes, customs, insurance and other benefits” includes liabilities:
- due to personal income tax in the amount of PLN 24,000,
- due to social insurance in the amount of PLN 38,000.
Liabilities expressed in a foreign currency have been valuated as of December 31, 2009
according to the average exchange rate of the National Bank of Poland of this day.
21/23
Special funds include the Corporate Social Benefit Fund. The fund is financed from cash at
a separate bank account.
3.6.
Financial revenue
Financial costs and revenue are entered into books in the period which they concern,
irrespective of the date of their settlement.
Financial revenue
Specification
Dividends and shares in profits, including:
- from affiliated entities
Interest, including:
- from affiliated entities
Profit on sale of investments
Other
TOTAL
2009
2008
381
381
23
0
0
0
0
404
424
424
61
0
0
0
0
485
The amount of PLN 381,000 consists of dividends from subsidiaries:
– PLN 128,000 from Prokonekt S.A. (formerly HS Partner Pro-Test S.A.) from the profit
for 2008,
– PLN 128,000 from Pro-Test Sp. z o.o. from the profit for 2008,
– PLN 125,000 from Pro-Test Sp. z o.o. from the profit for 2008, received in the form
of advance payment for dividend in 2008.
Item “interest” includes:
– interest on loans granted to Navipro Sp. z o.o. subsidiary in the amount of PLN 17,000,
– bank interest in the amount of PLN 6,000.
4.
Introduction to the financial statements, notes
The Company has prepared additional information which includes introduction to the
financial statements as well as notes, in accordance with the Accounting Act.
Figures in this documents result from the accounting books and are compliant with the
audited financial statements.
5.
Statement of changes in shareholders’ equity
The statement of changes in the shareholders’ equity shows a decrease of consolidated
shareholders’ equity in the audited period by PLN 131,000, it has been correctly prepared, in
22/23
accordance with the Accounting Act, and is correctly linked with the balance sheet and the
profit and loss account.
6.
Cash flow statement
The cash flow statement in the audited period shows a decrease in cash by PLN 1,223,000.
It was prepared by the Company in accordance with Article 48b of the Accounting Act using
the indirect method and is correctly linked with the balance sheet, profit and loss account
and postings in the accounting books.
7.
Management Board’s report on the Company’s activities
The Management Board’s report on the Company’s activities in 2009 has been prepared
in accordance with the requirements specified in Article 49 of the Accounting Act.
The financial data presented therein are compliant with the information included in the
audited financial statements of the Company for 2009.
IV.
FINAL INFORMATION AND PROVISIONS
In our opinion, the audited financial statements, including figures and explanations, are
a reliable and clear presentation of all information relevant for the assessment of the asset and
financial situation of the audited B3System S.A. as of December 31, 2009, as well as the
financial result of business activities for the fiscal year from January 1, 2009 to December 31,
2009.
This report consists of 23 numbered pages. Each page features a signature of the statutory
auditor.
KATARZYNA SZTANGA
STATUTORY AUDITOR
Entered on the list of statutory auditors
under no. 10205
ARTUR RYMARCZYK – VICE-PRESIDENT OF
THE MANAGEMENT BOARD
STATUTORY AUDITOR
Entered on the list of statutory auditors under
no. 11210
SYSTEM REWIDENT SP. Z O.O.
Entered on the list of entities authorized to audit
financial statements under no. 1253
Warsaw, April 7, 2010
23/23

1/23 SPIS TREŚCI

Transkrypt

Podobne dokumenty

English version

KREZUS S.A.

paper_plastic_removal_EN

Dear Shareholders, This is yet another year when we deliver to you

TelForceOne SA ul. Krakowska 119, 50-428 Wroc 2-25

Ryby / Fish - Zachcianek