Annual Report of Asseco Group for the year ended 31 December 2014

Transcription

ASSECO GROUP
Annual Report
for the year ended 31 December 2014
Present in over
40
countries
6,232
mPLN
in sales revenues
358
mPLN
in net profit
4,430
mPLN
in order backlog
for 2015
18,481
highly committed
employees
6
th
largest software
vendor in Europe
Consolidated Financial Statements of Asseco Group
CONSOLIDATED FINANCIAL STATEMENTS
OF ASSECO GROUP
Table of contents
Page
FINANCIAL HIGHLIGHTS OF ASSECO GROUP ................................................................................. 5
CONSOLIDATED FINANCIAL STATEMENTS OF ASSECO GROUP ...................................................... 7
CONSOLIDATED INCOME STATEMENT .............................................................................................................................. 9
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ........................................................................................... 10
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ................................................................................................... 11
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .................................................................................................... 13
CONSOLIDATED STATEMENT OF CASH FLOWS ................................................................................................................ 15
SUPPLEMENTARY INFORMATION TO THE CONSOLIDATED FINANCIAL STATEMENTS ...................................................... 17
I.
GENERAL INFORMATION ......................................................................................................17
II. BASIS FOR THE PREPARATION OF FINANCIAL STATEMENTS ...................................................18
1.
2.
3.
4.
5.
6.
7.
8.
Basis for preparation ......................................................................................................................... 18
Compliance statement ...................................................................................................................... 18
Professional judgement and estimates ............................................................................................. 18
Accounting policies applied ............................................................................................................... 22
New standards and interpretations published but not in force yet .................................................. 23
Changes in the presentation methods applied ................................................................................. 24
Corrections of material errors ........................................................................................................... 24
Changes in comparable data ............................................................................................................. 25
III. SIGNIFICANT ACCOUNTING POLICIES ....................................................................................32
1.
2.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
24.
25.
26.
27.
Consolidation rules ............................................................................................................................ 32
Investments in associates ................................................................................................................. 32
Participation in a joint venture.......................................................................................................... 34
Treatment of non-controlling interest put options in the consolidated financial statements ......... 34
Combination of businesses under common control ......................................................................... 34
Translation of items expressed in foreign currencies ....................................................................... 34
Property, plant and equipment ......................................................................................................... 35
Intangible assets ................................................................................................................................ 35
Government grants ........................................................................................................................... 36
Borrowing costs ................................................................................................................................. 37
Impairment of non-financial assets ................................................................................................... 37
Financial assets .................................................................................................................................. 38
Inventories ........................................................................................................................................ 39
Prepayments and accrued income .................................................................................................... 39
Trade receivables .............................................................................................................................. 39
Cash and cash equivalents ................................................................................................................ 40
Interest-bearing bank loans and borrowings .................................................................................... 40
Leases ................................................................................................................................................ 41
Trade payables .................................................................................................................................. 41
Provisions .......................................................................................................................................... 41
Provision for warranty repairs........................................................................................................... 41
Revenues and costs related to the execution of implementation contracts .................................... 43
Operating costs ................................................................................................................................. 44
Income tax and value added tax ....................................................................................................... 45
Earnings per share (basic and diluted) .............................................................................................. 45
All figures in PLN millions, unless stated otherwise
3
IV. ORGANIZATION AND CHANGES IN ASSECO GROUP STRUCTURE, INCLUDING INDICATION
OF ENTITIES SUBJECT TO CONSOLIDATION ............................................................................46
V. INFORMATION ON OPERATING SEGMENTS ...........................................................................56
VI. EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ...............................59
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
Sales revenues and operating costs .................................................................................................. 59
Other operating income and expenses ............................................................................................. 62
Financial income and expenses ......................................................................................................... 63
Corporate income tax........................................................................................................................ 64
Discontinued operations ................................................................................................................... 67
Earnings per share ............................................................................................................................. 69
Information on dividends paid out .................................................................................................... 70
Property, plant and equipment ......................................................................................................... 71
Intangible assets ................................................................................................................................ 73
Investment property ......................................................................................................................... 80
Goodwill ............................................................................................................................................ 80
Impairment testing ............................................................................................................................ 90
Entities with significant non-controlling interests ............................................................................ 92
Investments accounted for using the equity method ....................................................................... 94
Financial assets .................................................................................................................................. 95
Prepayments and accrued income .................................................................................................... 97
Long-term and short-term receivables ............................................................................................. 98
Implementation contracts ................................................................................................................. 99
Inventories ...................................................................................................................................... 100
Cash and cash equivalents .............................................................................................................. 101
Non-current assets held for sale ..................................................................................................... 101
Share capital .................................................................................................................................... 101
Interest-bearing bank loans and debt securities issued .................................................................. 102
Finance lease liabilities .................................................................................................................... 105
Financial liabilities ........................................................................................................................... 107
Provisions ........................................................................................................................................ 109
Long-term and short-term liabilities ............................................................................................... 110
Accruals and deferred income ........................................................................................................ 110
Related party transactions .............................................................................................................. 111
Notes to the Statement of Cash Flows ............................................................................................ 116
Off-balance-sheet liabilities towards other entities ........................................................................ 117
Objectives and principles of financial risk management ................................................................. 118
Employment .................................................................................................................................... 122
Remuneration of the entity authorized to audit financial statements ........................................... 123
Remuneration of the Management Board and Supervisory Board of Asseco Poland S.A. ............. 123
Capital management ....................................................................................................................... 124
Significant events after the balance sheet date .............................................................................. 125
4
FINANCIAL HIGHLIGHTS OF ASSECO GROUP
FINANCIAL HIGHLIGHTS OF ASSECO GROUP
Financial highlights of Asseco Group are presented in the following table.
Sales revenues
Operating profit
Profit before tax and share of profits of
associates
Net profit
Net profit attributable to Shareholders of the
Parent Company
Net cash provided by (used in) operating
activities
Net cash provided by (used in) investing
activities
Net cash provided by (used in) financing
activities
Cash and cash equivalents at the end of period
Basic earnings per ordinary share attributable
to Shareholders of the Parent Company
(in PLN/EUR)
12 months ended
31 Dec. 2014
12 months ended
31 Dec. 2013
12 months ended
31 Dec. 2014
12 months ended
31 Dec. 2013
PLN millions
PLN millions
EUR millions
EUR millions
6,231.9
5,780.0
1,487.6
1,372.6
636.7
598.5
152.0
142.1
648.1
557.4
154.7
132.4
528.5
449.9
126.2
106.8
358.4
306.4
85.6
72.8
686.4
751.8
163.8
178.5
(374.9)
(388.3)
(89.5)
(92.2)
(120.8)
(320.8)
(28.8)
(76.2)
1,223.8
968.6
287.1
233.6
4.32
3.69
1.03
0.88
The financial highlights disclosed in these consolidated financial statements were translated into EUR
in the following way:
 Items of the consolidated income statement and consolidated statement of cash flows have been
translated into EUR at the arithmetic average of mid exchange rates as published by the National
Bank of Poland and in effect on the last day of each month. These exchange rates were respectively:
o in the period from 1 January 2014 to 31 December 2014: EUR 1 = PLN 4.1892
o in the period from 1 January 2013 to 31 December 2013: EUR 1 = PLN 4.2110
 The Group’s cash and cash equivalents as at the end of the reporting period and the comparable
period of the previous year have been translated into EUR at daily mid exchange rates as published
by the National Bank of Poland. These exchange rates were respectively:
o exchange rate effective on 31 December 2014: EUR 1 = PLN 4.2623
o exchange rate effective on 31 December 2013: EUR 1 = PLN 4.1472
6
CONSOLIDATED FINANCIAL
STATEMENTS
OF ASSECO GROUP
for the year 31 December 2014
prepared in accordance with the International
Financial Reporting Standards endorsed by the EU
CONSOLIDATED FINANCIAL STATEMENTS
of Asseco Group for the year ended 31 December 2014
These consolidated financial statements have been approved for publication by the Management Board of
Asseco Poland S.A. on 13 March 2015.
Management Board:
Adam Góral
President of the Management Board
Przemysław Borzestowski
Vice President of the Management Board
Andrzej Dopierała
Tadeusz Dyrga
Rafał Kozłowski
Marek Panek
Paweł Piwowar
Zbigniew Pomianek
Włodzimierz Serwiński
Przemysław Sęczkowski
Robert Smułkowski
8
CONSOLIDATED INCOME STATEMENT
ASSECO GROUP
12 months ended
31 Dec. 2014
Note
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
Continuing operations
Sales revenues
1
6,231.9
5,780.0
Cost of sales
1
(4,712.1)
(4,353.1)
1,519.8
1,426.9
Gross profit on sales
Selling costs
1
(393.8)
(353.5)
General and administrative expenses
1
(477.1)
(457.0)
648.9
616.4
Net profit on sales
Other operating income
2
32.2
26.0
Other operating expenses
2
(44.4)
(43.9)
636.7
598.5
Operating profit
Financial income
3
82.3
36.4
Financial expenses
3
(70.9)
(77.5)
648.1
557.4
(131.2)
(112.4)
1.9
1.4
518.8
446.4
9.7
3.5
528.5
449.9
358.4
306.4
170.1
143.5
4.21
3.68
4.32
3.69
Profit before tax and share of profits of associates from
continuing operations
Corporate income tax
(current and deferred tax expense)
4
Share of profits of associates
14
Profit from continuing operations for the reporting period
Discontinued operations
Profit from discontinued operations for the reporting period
5
Net profit for the reporting period
Attributable to:
Shareholders of the Parent Company
Non-controlling interests
13
Basic consolidated earnings per share from continuing operations
for the reporting period, attributable to shareholders of the Parent
Company (in PLN)
Basic consolidated earnings per share for the reporting period,
attributable to shareholders of the Parent Company (in PLN)
6
6
9
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
ASSECO GROUP
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(unaudited, restated)
PLN millions
PLN millions
528.5
449.9
(0.7)
0.6
0.1
0.1
101.6
8.8
Amortization of intangible assets recognized directly in equity
(0.8)
(0.8)
Actuarial gains/losses
Income tax relating to components of other comprehensive
income
(6.2)
(3.7)
1.8
0.9
Total other comprehensive income
95.8
5.9
624.3
455.8
232.4
297.4
391.9
158.4
Other comprehensive income:
Components that may be reclassified to profit or loss
Net profit/loss on valuation of financial assets available for sale
Income tax relating to components of other comprehensive
income
Exchange differences on translation of foreign operations
Components that will not be reclassified to profit or loss
TOTAL COMPREHENSIVE INCOME FOR THE REPORTING PERIOD
Attributable to:
10
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSECO GROUP
ASSETS
Note
31 Dec. 2014
31 Dec. 2013
1 January 2013
(audited)
(audited, restated)
(audited, restated)
PLN millions
PLN millions
PLN millions
Non-current assets
Property, plant and equipment
8
724.1
707.2
686.6
Intangible assets
9
954.5
1,006.0
937.8
Investment property
10
27.0
32.9
1.6
Goodwill
Investments accounted for using the equity
method
Long-term receivables
11
5,206.6
5,035.8
4,913.6
17.6
18.8
21.9
33.3
35.1
37.8
Deferred tax assets
4
77.2
86.3
95.0
Long-term financial assets
15
165.6
42.9
75.3
Long-term prepayments and accrued income
16
14
17
32.4
24.1
13.1
7,238.3
6,989.1
6,782.7
Current assets
Inventories
19
59.8
95.9
77.2
Prepayments and accrued income
16
105.4
85.4
89.1
Trade receivables
17
1,326.7
1,238.6
1,165.1
Corporate income tax receivable
17
61.0
39.1
50.8
Receivables from the state and local budgets
17
28.1
24.5
16.8
Other receivables
17
476.9
392.2
319.4
3.5
26.4
27.5
Other non-financial assets
Financial assets
15
142.9
86.0
112.6
Cash and short-term deposits
20
1,223.8
968.6
961.2
Non-current assets held for sale
21
TOTAL ASSETS
13.2
22.7
-
3,441.3
2,979.4
2,819.7
10,679.6
9,968.5
9,602.4
11
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSECO GROUP
EQUITY AND LIABILITIES
Equity (attributable to shareholders of the
Parent Company)
Share capital
Note
22
31 Dec. 2014
31 Dec. 2013
1 January 2013
(audited)
(audited, restated)
(audited, restated)
PLN millions
PLN millions
PLN millions
83.0
83.0
83.0
4,180.1
4,180.1
4,180.1
(32.7)
(51.5)
(45.9)
(87.1)
37.3
45.4
781.2
692.2
892.9
358.4
306.4
-
5,282.9
5,247.5
5,155.5
2,690.5
2,177.1
2,026.9
Total equity
7,973.4
7,424.6
7,182.4
514.7
365.3
410.0
24
110.1
129.2
138.5
Long-term financial liabilities
25
100.7
144.5
144.3
Deferred tax liabilities
4
135.2
120.3
109.2
Long-term provisions
26
48.6
46.4
25.2
Long-term deferred income
28
65.6
62.7
63.1
Other long-term liabilities
27
13.4
9.2
1.3
988.3
877.6
891.6
Share premium
Transactions with non-controlling interests
Exchange differences on translation of foreign
operations
Retained earnings
Net profit for the reporting period attributable
to shareholders of the Parent Company
Non-current liabilities
Interest-bearing bank loans, borrowings and
debt securities
Long-term finance lease liabilities
Current liabilities
Interest-bearing bank loans, borrowings and
debt securities
Finance lease liabilities
23
23
211.8
163.4
195.4
24
21.4
22.7
20.3
Financial liabilities
25
64.8
76.7
42.0
Provisions
26
29.3
31.3
33.4
Trade payables
27
416.7
436.5
363.6
Corporate income tax payable
27
29.0
21.0
24.9
Liabilities to the state and local budgets
27
130.4
136.6
143.4
Other liabilities
27
233.9
264.0
234.8
Deferred income
28
261.3
243.8
209.2
Accruals
28
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
319.3
270.3
261.4
1,717.9
1,666.3
1,528.4
2,706.2
2,543.9
2,420.0
10,679.6
9,968.5
9,602.4
12
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
ASSECO GROUP
Share capital
As at 1 January 2014
(audited, restated)
Total other comprehensive income for the
reporting period
Dividend for the year 2013
Share-based payment transactions with
employees
(including settlement of contingent financial
liabilities to non-controlling interests (put options)
Loss of control over subsidiaries
Obtaining control over subsidiaries
As at 31 December 2014
(audited)
Share premium
Transactions with
non-controlling
interests
Exchange
differences on
translation of
foreign operations
Retained earnings
and current net
profit
Equity attributable
to shareholders of
the Parent
Company
Non-controlling
interests
Total equity
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
83.0
4,180.1
(51.5)
37.3
998.6
5,247.5
2,177.1
7,424.6
-
-
-
-
358.4
358.4
170.1
528.5
-
(124.4)
(1.6)
(126.0)
221.8
95.8
-
-
-
-
(215.8)
(215.8)
(102.3)
(318.1)
-
-
-
-
-
-
21.9
21.9
-
-
18.8
-
-
18.8
216.9
235.7
-
-
-
-
-
-
(18.6)
(18.6)
-
-
-
-
-
-
3.6
3.6
83.0
4,180.1
(32.7)
(87.1)
1,139.6
5,282.9
2,690.5
7,973.4
13
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
ASSECO GROUP (continued)
Share capital
As at 1 January 2013 (audited)
Restatements
(audited, restated)
Total other comprehensive income for the
reporting period
Dividend for the year 2012
Share-based payment transactions with
employees
(including settlement of contingent financial
liabilities to non-controlling interests (put options)
(audited, restated)
II.8
Transactions with
non-controlling
interests
Share premium
Exchange
differences on
translation of
foreign
operations
Retained
earnings and
current net profit
Equity
attributable to
shareholders of
the Parent
Company
Non-controlling
interests
Total equity
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
83.0
4,180.1
(45.9)
45.4
894.9
5,157.5
2,067.1
7,224.6
-
-
-
-
(2.0)
(2.0)
(40.2)
(42.2)
83.0
4,180.1
(45.9)
45.4
892.9
5,155.5
2,026.9
7,182.4
-
-
-
-
306.4
306.4
143.5
449.9
-
(8.1)
(0.7)
(8.8)
14.7
5.9
-
-
-
-
(200.0)
(200.0)
(106.8)
(306.8)
-
-
-
-
-
-
17.1
17.1
-
-
(5.6)
-
-
(5.6)
73.3
67.7
-
-
-
-
-
-
8.4
8.4
83.0
4,180.1
(51.5)
37.3
998.6
5,247.5
2,177.1
7,424.6
14
CONSOLIDATED STATEMENT OF CASH FLOWS
ASSECO GROUP
Note
Cash flows – operating activities
Profit before tax and share of profits of associates from continuing
operations
Profit before tax from discontinued operations for the reporting period
5
Total adjustments:
12 months ended
31 Dec. 2014
12 months ended
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
648.1
557.4
15.3
5.1
153.2
315.5
Depreciation and amortization
1
268.4
270.7
Changes in working capital
30
(81.2)
(5.7)
13.9
20.6
Interest income/expenses
Gain/loss on foreign exchange differences
(21.9)
6.3
Gain/loss on financial assets
(19.5)
22.9
Other financial income/expenses
Gain/loss on disposal of property, plant and equipment and intangible
assets
Gain on disposal of an organized part of enterprise
(19.8)
(10.2)
(4.1)
(2.6)
-
(7.0)
Gain on disposal of discontinued operations
5
(9.7)
-
Costs of share-based payment transactions with employees
Impairment write-downs on intangible assets, on property, plant
and equipment, and on investment property
Other adjustments to profit before tax
1
21.9
17.1
5.8
2.0
Cash provided by (used in) operating activities
Corporate income tax paid
Net cash provided by (used in) operating activities
(0.6)
1.4
816.6
878.0
(130.2)
(126.2)
686.4
751.8
7.9
8.9
Cash flows – investing activities
Disposal of property, plant and equipment and intangible assets
Disposal of assets classified as held for sale
4.9
-
30
(204.1)
(215.5)
-
(26.1)
Acquisition of subsidiaries and associates
30
(93.5)
(258.5)
Cash and cash equivalents in subsidiaries acquired
30
11.0
18.4
Disposal of shares in related companies
Cash and cash equivalents in subsidiaries disposed of
(discontinued operations)
Disposal/settlement of financial assets carried at fair value through profit
or loss
Acquisition/settlement of financial assets carried at fair value through
profit or loss
Disposal of financial assets available for sale
5
37.7
15.8
3.9
-
4.0
11.7
(1.0)
(15.0)
7.3
2.3
Acquisition of financial assets available for sale
15
(149.0)
(1.1)
-
3.4
Loans granted
30
(53.0)
(22.5)
Loans collected
30
25.9
71.0
18.3
14.9
4.8
4.0
(374.9)
(388.3)
Acquisition of property, plant and equipment and intangible assets
Acquisition of investment property
5
Disposal of financial assets held to maturity
Interest received
Dividends received from subsidiaries and associates
Net cash provided by (used in) investing activities
15
Note
(continued)
12 months ended
31 Dec. 2014
12 months ended
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
Cash flows – financing activities
Proceeds from transactions with non-controlling interests
30
180.2
129.7
Expenditures for the acquisition of non-controlling interests
30
(105.3)
(13.9)
Proceeds from bank loans and borrowings
30
369.4
110.7
-
(53.4)
(185.8)
(128.1)
(21.9)
(21.7)
Redemption of debt securities
Repayment of bank loans and borrowings
Finance lease liabilities paid
Interest paid
Dividends paid out by the Parent Company
Dividends paid out to non-controlling shareholders
13
Other cash flows from financing activities
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Net foreign exchange differences
Net cash and cash equivalents as at 1 January
Net cash and cash equivalents as at 31 December
20
(39.7)
(35.9)
(215.8)
(200.0)
(102.2)
(108.4)
0.3
0.2
(120.8)
(320.8)
190.7
42.7
65.8
(11.8)
964.2
933.3
1,220.7
964.2
16
SUPPLEMENTARY INFORMATION TO THE CONSOLIDATED FINANCIAL
STATEMENTS
I. GENERAL INFORMATION
Asseco Group (“Asseco Group”, the “Group”) is
a group of companies, whose Parent Company is
Asseco Poland S.A. (the “Parent Company”,
“Company”, “Issuer”) with registered office at
14 Olchowa St., Rzeszów, Poland.
The Company was established on 18 January 1989
as a limited liability company and subsequently,
under notary deed of 31 August 1993, it was
transformed into and since then has operated
as a joint-stock company with registered office at
72a, 17 Stycznia St., Warsaw, Poland.
The Company is entered in the Register of
Entrepreneurs of the National Court Register
under the number KRS 0000033391 (previously
it was entered in the Commercial Register
maintained by the District Court of the Capital
City
of
Warsaw,
Commercial
Court,
XVI Commercial and Registration Department,
under the number RHB 17220).
On 4 January 2007, the Issuer changed its name
from Softbank S.A. to Asseco Poland S.A., and
moved its registered office from 72a, 17 Stycznia
St., Warsaw to 80 Armii Krajowej Av., Rzeszów.
On 8 March 2010, the Issuer moved its registered
office from 80 Armii Krajowej Av., Rzeszów to
14 Olchowa St., Rzeszów.
The period of the Company’s operations is
indefinite.
Asseco Poland S.A. is the largest IT company listed
on the Warsaw Stock Exchange. The Company is
also a major player in the European software
producers market.
As a leader of the Group, Asseco Poland S.A. is
actively engaged in business acquisitions both in
the domestic and foreign markets, seeking to
strengthen its position across Europe and
worldwide. Now the Company is expanding its
investment spectrum for software houses,
with an eye to gain insight into their local markets
and customers, as well as access to innovative
and unique IT solutions.
Our comprehensive offering includes products
dedicated for the sectors of banking and finance,
public institutions, as well as industry, trade,
and services. The Group has got a wide-range
portfolio of proprietary products, unique
competence and experience in the execution of
complex IT projects, and a broad customer base,
including the largest financial institutions,
major industrial enterprises as well as public
administration bodies.
Since 1998, the Company’s shares have been
listed on the main market of the Warsaw Stock
Exchange S.A. The Company has been assigned
the statistical ID number REGON 010334578.
17
II. BASIS FOR THE PREPARATION OF FINANCIAL STATEMENTS
1. Basis for preparation
These consolidated financial statements were
prepared in accordance with the historical cost
convention, except for financial assets carried at
fair value through profit or loss and financial assets
available for sale which are also measured at fair
value.
The presentation currency of these consolidated
financial statements is the Polish zloty (PLN),
and all figures are presented in PLN millions,
unless stated otherwise.
These consolidated financial statements were
prepared on a going-concern basis, assuming
the Group will continue its business operations
over a period not shorter than 12 months from
31 December 2014. Till the date of approving these
consolidated financial statements, we have not
observed any circumstances that would threaten
the Group companies' ability to continue as going
concerns.
2. Compliance statement
These financial statements have been prepared in
compliance with the International Financial
Reporting Standards (“IFRS”) as endorsed by
the European Union (“EU IFRS”).
As at the date of approving these financial
statements for publication, given the ongoing
process of implementation of IFRS in the EU as well
as the nature of the Group’s operations, within
the scope of accounting policies applied by
the Company, there are differences between IFRS
and IFRS endorsed by the EU. The Group took
advantage of the option, which is given to
adopters of the International Financial Reporting
Standards endorsed by the EU, to apply IFRIC 21
only for annual periods beginning on or after
1 January 2015, as well as to apply the
amendments to IFRS 2 and IFRS 3 (which resulted
from the Annual Improvements to IFRSs: 20102012 Cycle) only for annual periods beginning on
or after 1 January 2016.
IFRS include standards and interpretations
accepted by the International Accounting
Standards Board (IASB) and the International
Financial Reporting Interpretations Committee
(IFRIC).
Some of the Group companies maintain their
accounting books in accordance with the
accounting policies set forth in their respective
local regulations. The consolidated financial
statements include adjustments not disclosed in
the accounting books of the Group’s entities,
which were introduced to adjust the financial
statements of those entities to IFRS.
3. Professional judgement and estimates
Preparation of consolidated financial statements in
accordance with IFRS requires making estimates
and assumptions which have an impact on
the data disclosed in such financial statements.
Despite the estimates and assumptions have been
adopted based on the Group’s management best
knowledge on the current activities and
occurrences, the actual results may differ from
those anticipated.
Presented below are the main areas which in
the process of applying our accounting policies
were subject not only to accounting estimates, but
also to the management’s professional judgement.
Therefore, a change in estimates made for
the following areas might have a significant impact
on the Group’s future results.
i. Consolidation of entities in which the Group
holds less than 50% of voting rights
The Group has concluded that despite the lack of
an absolute majority of voting rights at the general
meeting of shareholders of Magic Software
Enterprise Ltd (hereinafter “Magic”), Formula
Systems (1985) Ltd (hereinafter “Formula”) and
Asseco Business Solutions S.A., in accordance with
IFRS 10, these companies were controlled by
the Group in the year ended 31 December 2014
as well as at 31 December 2014.
Until 26 December 2014, the Group had less than
50% of voting rights at the general meeting of
shareholders of Sapiens International Corporation
NV (hereinafter “Sapiens”). As a result of several
purchases minority interests in Sapiens, which
were made by Formula Systems during the year
2014, as of 26 December 2014 Formula Systems
has held 50.47% of voting rights and shares in
Sapiens. Despite the lack of an absolute majority of
voting rights at the general meeting of
shareholders of Sapiens in the period of 12 months
ended 31 December 2014, the Group has
concluded that, in accordance with IFRS 10,
it controlled the company of Sapiens, and
therefore the transactions increasing the
shareholding of Formula in Sapiens have been
accounted for in these financial statements as
acquisitions of non-controlling interests.
18
In the case of Sapiens, the conclusion regarding
the existence of control in the period of 12 months
ended 31 December 2014, in line with IFRS 10, was
made considering the following factors:
1. Governing bodies of Sapiens:

decisions of the general meeting are taken by
a simple majority of votes represented at
the general meeting;

the annual (ordinary) general meeting adopts
resolutions to appoint individual directors,
choose the company’s financial auditors
for the next year, as well as to approve
the company’s financial statements and
the management’s report on operations;


in accordance with the company’s articles of
association, the board of directors of Sapiens
is responsible for managing the company’s
current business operations and is authorized
to take substantially all decisions which are
not specifically reserved to shareholders
by the articles of association, including
the decision to pay out dividends;
the company’s board of directors is composed
of 7 members, 4 of whom are independent
directors. For the last 6 years, Formula
Systems has consistently reappointed the
same members of the board of directors.
Likewise, the previous composition of
the board of directors was re-elected during
the general meeting that was held in
December 2013, this is when Formula’s equity
interest in Sapiens was already below 50%.
the general meeting. The Management
believes that achieving such high attendance
seems unlikely.
With regard to the above, the Group has
determined that Formula Systems, despite the lack
of an absolute majority of shares in Sapiens during
2014, was still able to influence the appointment
of directors at Sapiens, and therefore may affect
the directions of development as well as current
business operations of that company (as at
31 December 2014, Formula Systems already held
an absolute majority of shares in Sapiens).
In the case of Magic, the conclusion regarding the
existence of control in line with IFRS 10 was made
considering the following factors:
1. Governing bodies of Magic:

decisions of the general meeting are taken
by a simple majority of votes represented at
the general meeting;

the annual (ordinary) general meeting adopts
resolutions to appoint individual directors,
choose the company’s financial auditors
for the next year, as well as to approve
the company’s financial statements and
the management’s report on operations;

in accordance with the company’s articles of
association, the board of directors of Magic is
responsible for managing the company’s
current business operations and is authorized
to take substantially all decisions which are
not specifically reserved to shareholders by
the articles of association, including the
decision to pay out dividends;
the company’s board of directors is composed
of 5 members, 3 of whom are independent
directors. In recent years, Formula Systems
has consistently reappointed the same
members of the board of directors.
2. Shareholder structure of Sapiens:

the company’s shareholder structure is
dispersed because no shareholder other than
Formula holds more than 5% of voting rights
(the next major shareholder holds less than 3%
of voting rights);


there is no evidence that any shareholders
have or had any agreement for common
voting at the general meeting;
2. Shareholder structure of Magic:

over the three years from 2011 to 2013,
the company’s general meetings were
attended by shareholders representing in total
between 57% and 72% of total voting rights.
This means that the level of activity of the
company’s shareholders is relatively moderate
or low. Bearing in mind that Formula presently
holds approx. 47% of total voting rights,
the attendance from shareholders would have
to be higher than 94% in order to deprive
Formula of an absolute majority of votes at

the Magic’s shareholder structure may be
considered as dispersed because, apart from
Formula, just one shareholder holds more
than 5% of voting rights (approx. 9%) and the
next major shareholder holds approx. 2% of
voting rights;

there is no evidence that any shareholders
have or had any agreement for common
voting at the general meeting;

over the three years from 2011 to 2013,
the company’s general meetings were
attended by shareholders representing in total
19
between 60% and 65% of total voting rights.
This means that the level of activity of the
company’s shareholders is relatively moderate
or low. Bearing in mind that Formula presently
holds approx. 45% of total voting rights,
the attendance from shareholders would have
to be higher than 90% in order to deprive
Formula of an absolute majority of votes at
the general meeting. The Management
believes that achieving such high attendance
seems unlikely.
With regard to the above, the Group has
determined that Formula Systems, despite the lack
of an absolute majority of shares in Magic, is still
able to influence the appointment of directors at
Magic, and therefore may affect the directions of
development as well as current business
operations of that company.
The Parent Company maintains control over
Formula Systems (1985) Ltd despite holding less
than 50% of its shares due to the specific stock
option plan provisions pertaining to voting rights
attached to shares awarded to the CEO of Formula
Systems under the employee stock option plan.
These provisions have been described in detail in
explanatory note 1 to these consolidated financial
statements.
The Parent Company maintains control over
Asseco Business Solutions S.A. despite holding less
than 50% of its shares, because, according to
the articles of association of Asseco Business
Solutions S.A., 3 out of the total 5 members of
the supervisory board of that subsidiary are
appointed by Asseco Poland S.A.
Moreover, the Group has analyzed its relationships
with entities related through the key management
personnel and concluded that, in accordance with
IFRS 10, it maintains control over Asseco Resovia
S.A. and Gdyński Klub Koszykówki Arka S.A. Such
decision resulted from the following factors:

the management boards and supervisory
boards of both those companies are
mostly composed of the key management
personnel of Asseco Poland S.A.;

both those companies are to a large
extent dependent on financing obtained
from Asseco Poland S.A.
Hence, in these consolidated financial statements,
the results of Magic, Sapiens, Asseco Resovia and
Arka Gdynia, Formula Systems and Asseco Business
Solutions have been accounted for using the full
consolidation method.
ii. Valuation of IT contracts and measurement of
their completion
The Group executes a number of contracts for
construction and implementation of information
technology systems. Additionally, some of those
contracts are denominated in foreign currencies.
Valuation of IT contracts requires that future
operating cash flows are determined in order to
arrive at the fair value of income and expenses and
to provide the fair value of the embedded currency
derivatives, as well as it requires measurement of
the progress of contract execution. The percentage
of contract completion shall be measured as the
relation of costs already incurred (provided such
costs contribute to the progress of work) to the
total costs planned, or as a portion of man-days
worked out of the total work effort required.
Assumed future operating cash flows are not
always consistent with the agreements with
customers or suppliers due to modifications of
IT projects implementation schedules.
iii. Rates of depreciation and amortization
The level of depreciation and amortization rates is
determined on the basis of anticipated period of
useful economic life of the components of tangible
and intangible assets. The Group verifies the
adopted periods of useful life on an annual basis,
taking into account the current estimates. In 2014
the rates of depreciation and amortization applied
by the Group were not subject to any substantial
modifications.
iv. Goodwill and intangible assets with indefinite
useful life – impairment testing
In line with the Group’s policy, every year as at
31 December, the Management Board of the
Parent Company performs an annual impairment
test on cash-generating units to which goodwill as
well as intangible assets with an indefinite period
of useful life have been allocated. Whereas, as at
each interim balance sheet date, the Management
Board of the Parent Company performs a review of
possible indications of impairment of cashgenerating units to which goodwill and/or
intangible assets with indefinite useful life have
been allocated. In the event such indications are
identified, an impairment test should be carried
out as at the interim balance sheet date.
Each impairment test requires making estimates of
the value in use of cash-generating units or groups
of cash-generating units to which goodwill and/or
intangible assets with indefinite useful life have
been allocated. The value in use is estimated by
determining both the future cash flows expected
20
to be achieved from the cash-generating unit or
units and a discount rate to be subsequently used
in order to calculate the net present value of those
cash flows.
The impairment test has been described in detail
in explanatory note 12 to these consolidated
financial statements.
v. Liabilities under put options granted to
non-controlling shareholders
As at 31 December 2014, the Group recognized
liabilities resulting from future payments to noncontrolling shareholders. Determination of
the amounts payable under such liabilities
required making estimates of future financial
results of our subsidiaries. As at 31 December
2014, such liabilities amounted to PLN 127.5
million (see explanatory note 25 to these
consolidated financial statements).
vi. Liabilities for deferred contingent payments for
controlling interests in subsidiaries
As at 31 December 2014, the Group recognized
liabilities for deferred contingent payments for
controlling interests in subsidiaries in the amount
of PLN 22.0 million. Determination of the amounts
payable under such liabilities required making
estimates of future financial results of our
subsidiaries (see explanatory note 25 to these
consolidated financial statements).
vii. Classification of lease agreements (the Group
as a lessee)
The Group classifies its lease contracts as
operating or financial depending on whether
substantially all the risks and rewards incidental to
ownership of leased assets are retained by
the lessor or transferred to the lessee. Such
assessment is based on the economic substance
of each leasing transaction.
viii. Classification of lease agreements (the Group
as a lessor)
The Group generates revenues, among others,
from lease agreements whereby the Group’s
assets are leased to clients for a fee.
The analysis of such agreements showed that
the lease terms are shorter than the estimated
useful lives of leased assets, and that significant
risks and rewards incidental to ownership of leased
assets have not been transferred to the Group’s
clients. Hence, the Group concluded that these
agreements shall be treated as operating leases.
ix. Internally generated intangible assets
The costs of internally generated intangible assets
are measured and capitalized in line with the
Group’s accounting policy. The determination of
when to begin the capitalization of such costs is
subject to the management’s professional
judgement as to the technological and economic
feasibility of completing the development project.
This moment is determined by reaching a stage
(milestone) of the project, at which the Group is
reasonably certain of being able to complete
the intangible asset so that it will be available for
use or sale, and that future economic benefits to
be obtained from use or sale of such intangible
asset will exceed its production cost.
Thus, when determining the amount of
capitalizable expenditures, the Management Board
needs to estimate the present value of future cash
flows to be generated by the intangible asset.
In the period of 12 months ended 31 December
2014, the Group capitalized PLN 70.4 million of
project development costs (see explanatory note 9
to these consolidated financial statements).
x. Discontinued operations
On 27 June 2014, Asseco Central Europe, a.s.
(hereinafter “ACE”) signed an agreement to sell
51% of shares in Slovanet, a.s. to the company
SNET which, at the transaction date, already held
the remaining 49% stake in Slovanet. As a result of
that agreement, our control over Slovanet was lost
on 27 June 2014.
21
As described in more detail in explanatory note 5
to these consolidated financial statements,
the operations of Slovanet represented a separate
major business line of the Group and therefore,
in accordance with IFRS 5, the results of Slovanet
have been classified as discontinued operations.
4. Accounting policies applied
The accounting policies adopted in the preparation
of these consolidated financial statements are
consistent with those followed when preparing
the Group’s
annual
consolidated
financial
statements for the year ended 31 December 2013,
except for the adoption of new or amended
standards and interpretations effective for annual
periods beginning on or after 1 January 2014:




IFRS 10 Consolidated Financial Statements –
effective for annual periods beginning on or
after 1 January 2013 – to be applied in the EU
at the latest for annual periods beginning on
or after 1 January 2014. The Company has
decided to apply this IFRS from the annual
period beginning on 1 January 2014;
IFRS 11 Joint Arrangements – effective for
annual periods beginning on or after 1 January
2013 – to be applied in the EU at the latest for
2014. The Company has decided to apply this
IFRS from the annual period beginning on
1 January 2014;
IFRS 12 Disclosure of Interests in Other Entities
– effective for annual periods beginning on or
decided to apply this IFRS from the annual
period beginning on 1 January 2014;
Amendments of IFRS 10, IFRS 11 and IFRS 12
Transitional Provisions – effective for annual
periods beginning on or after 1 January 2013 –
to be applied in the EU at the latest for annual
periods beginning on or after 1 January 2014.
The Company has decided to apply this IFRS
from the annual period beginning on 1 January
2014;

IAS 27 Separate Financial Statements –
decided to apply the amended IAS from the
annual period beginning on 1 January 2014;

IAS 28 Investments in Associates and Joint
Ventures – effective for annual periods
beginning on or after 1 January 2013 – to be
applied in the EU at the latest for annual
periods beginning on or after 1 January 2014.
The Company has decided to apply
the amended IAS from the annual period
beginning on 1 January 2014;

Amendments to IAS 32 Financial Instruments:
Presentation: Offsetting of Financial Assets
and Financial Liabilities – effective for annual
periods beginning on or after 1 January 2014;

Amendments to IAS 36 Recoverable Amount
Disclosures for Non-Financial Assets (issued on
29 May 2013) – effective for annual periods
beginning on or after 1 January 2014;

Amendments to IAS 39 Novation of Derivatives
and Continuation of Hedge Accounting (issued
on 27 June 2013) – effective for annual

Amendments to IFRS 10, IFRS 12 and IAS 27
Investment Entities – effective for annual
The Group did not decide on early adoption of any
other standard, interpretation or amendment
which has been published but has not yet become
effective.
Following an analysis of the above-mentioned
standards, the Group concluded that its accounting
policies have been significantly influenced by
the entry into force of standards governing
the consolidation process, i.e. IFRS 10, 11 and 12.
The impact of these standards of the Group’s
financial statements has been described in more
detail in explanatory note 8 “Changes in
comparable data”.
22
5. New standards and interpretations published
but not in force yet
The following standards and interpretations were
issued by the International Accounting Standards
Board (IASB) and International Financial Reporting
Interpretations Committee (IFRIC), but have not
yet come into force:



Annual Improvements to IFRSs: 2012-2014
Cycle (issued on 25 September 2014) –
after 1 January 2016 – not yet endorsed by the
EU till the date of approval of these financial
statements;
Amendments to IFRS 10 and IAS 28: Sale or
Contribution of Assets between an Investor
and its Associate or Joint Venture (issued on
11 September 2014) – effective for annual
not yet endorsed by the EU till the date of
approval of these financial statements;
Amendments to IAS 27: Equity Method in
Separate Financial Statements (issued on
12 August 2014) – effective for annual periods
beginning on or after 1 January 2016 – not yet
endorsed by the EU till the date of approval of
these financial statements;

IFRIC 21 Levies – effective for annual periods
beginning on or after 1 January 2014 – to be
periods beginning on or after 17 June 2014;

Amendments to IAS 19 Defined Benefit Plans:
Employee
Contributions
(issued
on
21 November 2013) – effective for annual
periods beginning on or after 1 July 2014 –
to be applied in the EU at the latest for annual
periods beginning on or after 1 February 2015;

Cycle – some amendments are effective for
annual periods beginning on or after 1 July
2014, and some prospectively for transactions
occurring on or after 1 July 2014 – to be
periods beginning on or after 1 February 2015;

Cycle – effective for annual periods beginning
on or after 1 July 2014 – to be applied in the
EU at the latest for annual periods beginning
on or after 1 February 2015;

IFRS 14 Regulatory Deferral Accounts –
statements;

Amendments to IFRS 11 Accounting for
Acquisitions of Interests in Joint Operations –
statements;

Amendments to IAS 16 and IAS 38 Clarification
of Acceptable Methods of Depreciation and
Amortization – effective for annual periods

IFRS 15 Revenue from Contracts with
Customers – effective for annual periods

Amendments to IAS 16 and IAS 41 Agriculture:
Bearer Plants – effective for annual periods

IFRS 9 Financial Instruments – effective for
2018 – not yet endorsed by the EU till the date
of approval of these financial statements;

Amendments to IFRS 10, IFRS 12 and IAS 28
Investment
Entities:
Applying
the
Consolidation
Exception
(issued
on
18 December 2014) – effective for annual
not yet endorsed by the EU till the date of
approval of these financial statements;

Amendments to IAS 1 Disclosure Initiative
(issued on 18 December 2014) – effective for
2016 – not yet endorsed by the EU till the date
of approval of these financial statements.
The Group is currently conducting an analysis of
how the above-mentioned amendments are going
to impact its financial statements.
23
6. Changes in the presentation methods applied
In the reporting period, the applied methods of
presentation were changed as follows:

Breakdown of sales revenues
Following a review of revenue categories applied
by the Group, we have modified the definitions of
the following categories of revenues: “Proprietary
software and services” and “Third-party software
and services”, with effect from 1 January 2014.
The category of “Proprietary software and
services” includes revenues from contracts with
customers under which we supply our own
software and provide related services. Such
services may be performed by the Group’s
employees (internal resources) as well as by
subcontractors
(external
resources).
The engagement of subcontractors in this category
of revenues has no impact on the scope of
responsibility or relationship between the Group
and the customer to whom a service is provided.
It is entirely up to the Group to decide whether
services required for this type of projects should
be performed by subcontractors or own
employees. In addition, this category includes
revenues from the provision of own services for
third-party software and infrastructure.
The category of “Third-party software and
services” includes revenues from the sale of thirdparty licenses as well as from the provision of
services which, due to technological or legal
reasons, mast be carried out by subcontractors
(this applies to hardware and software
maintenance services as well as to software
outsourcing
services
provided
by
their
manufacturers).
In previous years, revenues from all services
performed by subcontractors were accounted for
as sales of third-party services.
Modification of the definitions of our revenue
categories made it necessary to redefine the rules
for the allocation of the “Cost of goods, materials
and third-party services sold”, in order to divide
them into own costs (including all services
performed by subcontractors which are treated
and resold as own services) and third-party costs
(including purchases of third-party hardware,
licenses and services resold within the category of
“Third-party software and services”).
In previous years, the “Cost of goods, materials
and third-party services sold” was not divided into
own costs and third-party costs.
Hence, the comparable data disclosed in
the consolidated income statement have been
restated accordingly. Such restatement had no
impact on total sales revenues or total cost of
sales.

Revolving loan facilities used as part of cash
management
The Group has reviewed revolving loan facilities
contracted by its individual subsidiaries and came
to the conclusion that in some cases such loans are
used for cash management purposes and meet
the definition of cash equivalents. Therefore,
the Group has decided to change the presentation
of cash flows resulting from these revolving loan
facilities in the consolidated statement of cash
flows, i.e. changes in liabilities outstanding under
loans which are used for cash management
purposes are not treated as cash flows from
financing activities, but as changes in cash and
cash equivalents. Hence, the comparable data in
the Group’s consolidated statement of cash flows
have been restated accordingly, as a result of
which net cash provided by (used in) financing
activities in the period of 12 months ended
31 December 2014 increased by PLN 23.4 million.
7. Corrections of material errors
An internal audit conducted by Matrix IT Group
resulted in the detection of an error in the financial
statements of one of its subsidiaries, namely John
Bryce Training Ltd. In the period from 2009 to
2013, sales revenues as well as trade receivables
recognized by that company were overstated by
a total of PLN 21.5 million (NIS 26.2 million),
resulting in an overstatement of net profit
reported by John Bryce Training Ltd by the amount
of PLN 16.1 million (NIS 19.7 million).
It should be emphasized that correction of the
above-mentioned error in the financial statements
of Matrix IT did not result in violation of any
covenants set forth under any external financing
agreements, as well as it did not have any impact
of the company’s ability to continue as going
concern.
Moreover, the identified error did not affect
the balance of cash flows from operating activities.
The company has already taken steps in order to
minimize the risk of similar mistakes in the future.
In particular, personal and organizational changes
were implemented within John Bryce Training Ltd.
24
Because Asseco Poland took over control of Matrix
IT in November 2010, correction of the abovementioned error resulted in the necessity to
recalculate goodwill arising from the acquisition of
Matrix IT, to adjust the profits reported for the
years 2011-2013 by the amount of PLN 2.4 million,
as well as to correct the value of non-controlling
interests recognized for Matrix IT.
This change had the following impact on individual
types of cash flows as disclosed in the consolidated
statement of cash flows for the period of
12 months ended 31 December 2013:

cash flows from operating activities
increased by PLN 7.3 million;

cash flows from investing activities
increased by PLN 88.5 million; and

cash flows from financing activities
increased by PLN 119.5 million.
8. Changes in comparable data
In these consolidated financial statements,
the comparable data have been subject to
the following restatements:
a. Changes resulting from the application of IFRS
10
According to the new IFRS 10, an investor,
irrespective of the nature of its involvement with
the investee, should in each case analyze whether
it is a parent, taking into account the influence
it exerts on such entity. IFRS 10 identifies
the following three elements of control:

power over the investee;

exposure, or rights, to variable returns
from involvement with the investee
(participation in the return or loss on
investments); and

the ability to use power over the investee
to affect the amount of the investor’s
returns.
An investor must possess all the three elements of
the definition of control to conclude it controls an
investee. The assessment of control is based on all
facts and circumstances and the conclusion is
reassessed if there is any indication of changes to
at least one of the three above-mentioned
elements of control.
As described in item II.4, having analyzed the
above-mentioned elements of control, the Group
has concluded that despite the lack of an absolute
majority of voting rights at the general meeting of
shareholders of International Corporation N.V.
(hereinafter “Sapiens”), Sapiens is still controlled
by the Group. Hence, as a result of applying IFRS
10, the Group restated its comparable data
(i.e. data reported as at 31 December 2013), as if
the control over Sapiens was never lost in 2013. In
particular, such restatement required elimination
from the income statement of the gain recognized
on the loss of control over Sapiens in 2013, as well
as recognition of revenues and costs of Sapiens for
the full financial year 2013.
In accordance with IFRS 10, if the majority of
the investee’s governing body members or key
management personnel are related parties of
the investor, such relationship may also provide
evidence that the investor has power over
the investee.
According to the International Accounting
Standards Board, this is an indication that
the investor has a special relationship with
the investee, which suggests that the investor
has more than a passive interest in the investee.
In this context, pursuant to IFRS 10, more than a
passive interest of the investor may be indicated
inter alia by the following circumstances:

the investee’s operations are managed by
the key management personnel (current
or previous) of the investor;

a significant portion of the investee’s
operations is financed by the investor.
The Group has analyzed its relationships with
entities related through the key management
personnel and concluded that, in accordance with
IFRS 10, it maintains control over Asseco Resovia
S.A. and Gdyński Klub Koszykówki Arka S.A.
(see item II.4 in these consolidated financial
statements).
Due to the requirement to apply IFRS 10
retrospectively, the Group has restated
the comparable data accordingly because the
conducted analysis showed that, in accordance
with the definition of control contained in IFRS 10,
both these entities were controlled by the Group
already as at 1 January 2013.
25
The retrospective consolidation of the financial
results of Asseco Resovia S.A. and Gdyński Klub
Koszykówki Arka S.A. resulted also in the following
changes to the consolidated statement of cash
flows for the period of 12 months ended
31 December 2013:

cash flows from operating activities
decreased by PLN 7.9 million; and

cash flows from investing
increased by PLN 7.3 million.
activities
Hence, net change in cash and cash equivalents for
the year ended 31 December 2013 was reduced by
PLN 0.6 million.
Due to the nature of operations conducted by both
of these sport clubs (not related to IT business),
all revenues and costs generated by these entities
are presented by the Group in other operating
income or expenses, respectively.
b. Changes resulting from the application of IFRS
11
The Group holds a 50% stake in E-mon
Montenegro. Until 31 December 2013, this
company was classified as a jointly controlled
entity and accounted for using the proportionate
method in line with the Group’s accounting policy.
Due to the entry into force of IFRS 11 Joint
Arrangements, which is effective in the European
Union at the latest for annual periods beginning on
or after 1 January 2014, and the resulting
impossibility to apply the proportionate method,
in these consolidated financial statements,
the company of E-mon Montenegro has been
accounted for using the equity method.
c. Changes resulting from the completion of
purchase price allocation
Furthermore, in 2014, the Group completed
the process of allocation of the purchase price of
R-Style Softlab, which has been described in more
detail in explanatory note 11 to these consolidated
financial statements. Hence, the Group’s
statement of financial position made as at
31 December 2013 has been restated accordingly.
d.
Changes resulting from the recognition of
discontinued operations (IFRS 5)
On 27 June 2014, our subsidiary Asseco Central
Europe a.s. signed an agreement to sell all
the shares it held in Slovanet a.s. Because
the operations of Slovanet constituted a separate
business line of the Group, the results of Slovanet
have been presented as discontinued operations.
Hence, in accordance with IFRS 5, the comparable
data have been restated accordingly, i.e. the
results of Slovanet for the comparable periods
have been presented as discontinued operations.
The impact of the above-mentioned changes on
the comparable data has been presented in
the tables below:

for the statement of financial position
made as at 31 December 2013 and as at
1 January 2013, and

for the income statement for the year
ended 31 December 2013.
The equity method has been also applied
retrospectively to the comparable data reported
for the period of 12 months ended 31 December
2013 as well as at 31 December 2013 and
1 January 2013.
26
Restatement of comparable data as at 31 December 2013:
Statement of financial
position as at
31 December 2013
Corrections of material
errors
Changes resulting from
in 2014
application of IFRS 10
PLN millions
PLN millions
PLN millions
PLN millions
Restated statement of
financial position as at
31 December 2013
(audited)
(audited, restated)
PLN millions
Non-current assets
PLN millions
6,946.4
6.3
9.7
25.7
1.0
690.9
-
-
16.5
(0.2)
707.2
Intangible assets
869.7
-
26.5
109.9
(0.1)
1,006.0
Investment property
Goodwill
Investments in associates
6,989.1
32.9
-
-
-
-
32.9
4,670.6
6.3
(16.8)
375.7
-
5,035.8
495.8
-
-
(478.4)
1.4
18.8
27.1
-
-
8.0
-
35.1
Deferred tax assets
77.8
-
-
8.5
-
86.3
Financial assets
50.2
-
-
(7.2)
(0.1)
42.9
31.4
-
-
(7.3)
Current assets
24.1
2,694.0
(21.2)
-
308.1
(1.5)
2,979.4
Inventories
95.9
-
-
-
-
95.9
93.0
-
-
(7.6)
-
85.4
Trade receivables
1,155.1
(21.2)
-
104.9
(0.2)
1,238.6
38.3
-
-
0.8
-
39.1
20.1
-
-
4.4
-
24.5
388.5
-
-
3.7
-
392.2
26.4
-
-
-
-
26.4
Other receivables
Financial assets
Cash and cash equivalents
Assets held for sale
TOTAL ASSETS
97.6
-
-
(11.1)
(0.5)
86.0
756.4
-
-
213.0
(0.8)
968.6
22.7
-
-
-
-
22.7
9,640.4
(14.9)
9.7
333.8
(0.5)
9,968.5
27
Restatement of comparable data as at 31 December 2013:
position as at
31 December 2013
errors
in 2014
PLN millions
PLN millions
PLN millions
PLN millions
31 December 2013
(audited)
(audited, restated)
PLN millions
PLN millions
Total equity
7,264.6
(9.7)
4.4
165.8
(0.5)
7,424.6
Equity (Parent Company)
5,318.0
(2.4)
4.4
(72.5)
-
5,247.5
1,946.6
(7.3)
-
238.3
(0.5)
2,177.1
856.4
(5.2)
5.3
21.1
-
877.6
Interest-bearing bank loans, borrowings and debt securities
365.3
-
-
-
-
365.3
129.2
-
-
-
-
129.2
144.5
-
-
-
-
144.5
110.8
(5.2)
5.3
9.4
-
120.3
Provisions
41.9
-
-
4.5
-
46.4
Deferred income
62.7
-
-
-
-
62.7
2.0
-
-
7.2
-
9.2
1,519.4
-
-
146.9
-
1,666.3
Other liabilities
Current liabilities
163.1
-
-
0.3
-
163.4
22.7
-
-
-
-
22.7
76.7
-
-
-
-
76.7
420.8
-
-
15.7
-
436.5
19.6
-
-
1.4
-
21.0
119.6
-
-
17.0
-
136.6
Other liabilities
251.4
-
-
12.6
-
264.0
28.7
-
-
2.6
-
31.3
180.3
-
-
63.5
-
243.8
Trade payables
Provisions
Deferred income
Accruals
236.5
-
-
33.8
-
270.3
TOTAL LIABILITIES
2,375.8
(5.2)
5.3
168.0
-
2,543.9
9,640.4
(14.9)
9.7
333.8
(0.5)
9,968.5
28
Restatement of comparable data for
the consolidated statement of income:
for the year ended
31 December 2013
errors
purchase price
allocation
retrospective
retrospective
Discontinued
operations
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
for the year ended
31 December 2013
(audited)
(audited, restated)
PLN millions
Sales revenues
PLN millions
5,898.1
(2.5)
-
38.2
(1.3)
(152.5)
5,780.0
(4,443.4)
-
(3.7)
(27.5)
0.8
120.7
(4,353.1)
1,454.7
(2.5)
(3.7)
10.7
(0.5)
(31.8)
1,426.9
Selling costs
(387.5)
-
-
13.0
-
21.0
(353.5)
(453.7)
-
-
(8.6)
-
5.3
(457.0)
613.5
(2.5)
(3.7)
15.1
(0.5)
(5.5)
616.4
18.7
-
-
8.3
-
(1.0)
26.0
(21.7)
-
-
(22.2)
-
-
(43.9)
Operating profit
610.5
(2.5)
(3.7)
1.2
(0.5)
(6.5)
598.5
Financial income
221.0
-
-
(184.4)
-
(0.2)
36.4
Financial expenses
continuing operations
(79.5)
-
-
0.4
-
1.6
(77.5)
752.0
(2.5)
(3.7)
(182.8)
(0.5)
(5.1)
557.4
(115.1)
0.6
0.7
(0.2)
-
1.6
(112.4)
(1.2)
0.5
-
1.4
Cost of sales
Net profit on sales
Profit from continuing operations for the reporting period
2.1
639.0
(1.9)
(3.0)
(184.2)
-
(3.5)
446.4
-
-
-
-
-
3.5
3.5
639.0
(1.9)
(3.0)
(184.2)
-
-
449.9
of which attributable to:
393.9
(0.5)
(2.1)
(84.9)
-
-
306.4
245.1
(1.4)
(0.9)
(99.3)
-
-
143.5
Discontinued operations
29
Restatement of comparable data as at 1 January 2013:
position as at
1 January 2013
errors
in 2014
PLN millions
PLN millions
PLN millions
PLN millions
1 January 2013
(audited)
(audited, restated)
PLN millions
Non-current assets
PLN millions
6,791.8
6.4
3.4
(19.9)
1.0
6,782.7
686.2
-
-
0.6
(0.2)
686.6
Intangible assets
936.7
-
1.2
-
(0.1)
937.8
Investment property
1.6
-
-
-
-
1.6
4,905.0
6.4
2.2
-
-
4,913.6
20.5
-
-
-
1.4
21.9
34.1
-
3.7
-
-
37.8
Deferred tax assets
98.7
-
(3.7)
-
-
95.0
Financial assets
81.3
-
-
(5.9)
(0.1)
75.3
27.7
-
-
(14.6)
Goodwill
Current assets
13.1
2,847.6
(19.4)
-
(7.0)
(1.5)
2,819.7
Inventories
77.2
-
-
-
-
77.2
99.3
-
-
(10.2)
-
89.1
Trade receivables
1,182.2
(19.4)
-
2.5
(0.2)
1,165.1
50.6
-
-
0.2
-
50.8
16.6
-
-
0.2
-
16.8
346.9
-
(27.5)
-
-
319.4
-
-
27.5
-
-
27.5
Financial assets
114.9
-
-
(1.8)
(0.5)
112.6
959.9
-
-
2.1
(0.8)
961.2
-
-
-
-
-
-
9,639.4
(13.0)
3.4
(26.9)
(0.5)
9,602.4
Other receivables
Assets held for sale
TOTAL ASSETS
30
Restatement of comparable data as at 1 January 2013:
position as at
1 January 2013
errors
in 2014
PLN millions
PLN millions
PLN millions
PLN millions
1 January 2013
(audited)
(audited, restated)
PLN millions
PLN millions
Total equity
7,224.6
(8.1)
(0.4)
(33.2)
Equity (Parent Company)
5,157.5
(2.0)
-
-
2,067.1
(6.1)
(0.4)
(33.2)
(0.5)
2,026.9
893.4
(4.9)
3.2
(0.1)
-
891.6
410.1
-
-
(0.1)
-
410.0
138.5
-
-
-
-
138.5
144.3
-
-
-
-
144.3
110.9
(4.9)
3.2
-
-
109.2
Provisions
25.2
-
-
-
-
25.2
Deferred income
63.1
-
-
-
-
63.1
1.3
-
-
-
-
1.3
1,521.4
-
0.6
6.4
-
1,528.4
194.8
-
-
0.6
-
195.4
20.3
-
-
-
-
20.3
Other liabilities
Current liabilities
Trade payables
(0.5)
7,182.4
5,155.5
42.0
-
-
-
-
42.0
359.1
-
-
4.5
-
363.6
24.9
-
-
-
-
24.9
143.3
-
-
0.1
-
143.4
Other liabilities
233.5
-
0.9
0.4
-
234.8
33.3
-
-
0.1
-
33.4
Deferred income
208.8
-
(0.3)
0.7
-
209.2
Accruals
261.4
-
-
-
-
261.4
Provisions
TOTAL LIABILITIES
2,414.8
(4.9)
3.8
6.3
-
2,420.0
9,639.4
(13.0)
3.4
(26.9)
(0.5)
9,602.4
31
III. SIGNIFICANT ACCOUNTING POLICIES
1.
Consolidation rules
These consolidated financial statements include
the financial statements of the Parent Company
– Asseco Poland S.A. as well as financial
statements of entities remaining under its
control (subsidiaries) in each case prepared for
the year ended on 31 December 2014.
Annual financial statements of our subsidiaries,
after being adjusted to comply with IFRS,
are prepared for the same reporting period as
adopted by the Parent Company and using
consistent accounting treatment of similar
transactions
and
economic
activities.
Any discrepancies in the applied accounting
policies are eliminated by making appropriate
adjustments.
All significant outstanding settlements and
transactions between the Group companies,
including unrealized profits resulting from
transactions within the Group, have been fully
eliminated. All unrealized losses are eliminated
as well, except for impairment losses.
Subsidiaries are subject to consolidation from
the date the Group obtains control over such
entities until such control ceases. The Parent
Company controls a subsidiary only when it:

has power over a given entity;

is exposed, or has rights, to variable returns
from its involvement with a given entity; and

has the ability to use power over a given
entity to affect the amount of generated
returns.

rights arising
arrangements;

significant personal ties;

any additional facts and circumstances that
may indicate that the Company has, or does
not have, the ability to direct the relevant
activities when decisions need to be made,
inclusive of voting patterns observed at
previous meetings of shareholders.
from
other
contractual
Subsidiaries are consolidated for the period
in which they were controlled by the Group
(from the beginning of such control to its end).
Should the Group lose control over a subsidiary
company, the consolidated financial statements
shall include the results of such subsidiary for the
part of the year during which it was controlled
by the Group. Acquisitions of subsidiaries
are entered in the accounting books using
the acquisition method.
Any changes in equity interest / voting rights in a
subsidiary that do not result in a loss of control
are accounted for as capital transactions. In such
events, in order to reflect changes in the
ownership of a respective subsidiary, the Group
shall adjust the carrying value of controlling
interests and non-controlling interests. Any
differences between the change in noncontrolling interests and the fair value of
consideration paid or received are recognized
directly in equity (transactions with noncontrolling interests) and attributed to the
owners of the parent company.
2.
The Company reassesses whether it maintains
control over other entities if there is any
indication of changes to at least one of the
above-mentioned elements of control.
Associates are entities which remain under
significant, direct or indirect, influence of
the Parent Company which are however neither
subsidiaries nor joint ventures.
In a situation when the Company holds less than
a majority of voting rights in a given entity, but
it is sufficient to unilaterally direct the relevant
activities of such entity, then the control is
exercised. When assessing whether voting rights
held by the Company are sufficient to give it
power, the Company considers all facts and
circumstances, including:
Investments in associates are disclosed in the
Group’s consolidated financial statements using
the equity method. Under the equity method of
accounting, any investment in an associate is
initially recognized at cost and is subsequently
adjusted to reflect the Group’s share of profit
or loss and other comprehensive income of
the associate.

the size of its holding of voting rights relative
to the size and dispersion of other vote
holders;

potential voting rights held by the Company
and other shareholders or parties;
Financial statements of associates, adjusted to
comply with IFRS, constitute the basis for
valuation of the Group’s shareholdings in such
entities using the equity method. The reporting
dates of associates are the same as those
adopted by the Group.
32
Any investment in an associate shall be
accounted for using the equity method from the
date when a given entity becomes an associate.
On the acquisition date of the investment in
an associate, any excess of the acquisition cost
over the Group’s share of the net fair value of
identifiable assets and liabilities of that associate
shall be recognized as goodwill and included in
the carrying value of such investment. Whereas,
any excess of the Group’s share of the net fair
value of identifiable assets and liabilities over the
acquisition cost shall be recognized directly as
financial income in the period when such
investment is made.
When assessing the need for recognition of
impairment of the investment in an associate,
the Group follows the requirements of IAS 39.
If necessary, the entire carrying amount of the
investment is tested for impairment as a single
asset, in accordance with IAS 36 “Impairment of
Assets”, by comparing its recoverable amount
with the carrying value. Any recognized
impairment loss is included in the carrying value
of the investment. Such impairment loss may
be reversed, in accordance with IAS 36,
to the extent of a subsequent increase in
the recoverable amount of the investment.
The Group shall cease to apply the equity
method of accounting from the date when
a particular investment is no longer its associate
or when it is classified as held for sale.
The difference between the carrying value of
the associate, at the date of ceasing to use the
equity method, and the fair value of the retained
interest and proceeds from the sale of a stake in
such entity shall be taken into account when
calculating the gain or loss on disposal of that
associate.
If the Group reduces its shareholding in
the associate but continues to use the equity
method of accounting, then it shall recognize
a financial income or expense for the portion of
profit or loss previously recognized in other
comprehensive income, corresponding to such
decrease in the shareholding, if such profit or
loss may be reclassified to financial results upon
disposal of the related assets or liabilities.
3.
Goodwill
Goodwill arising from the acquisition of an entity
is initially recognized at purchase cost, which
represents the excess of:
a. the value of the consideration transferred,
b. the amount of any non-controlling interest
in the acquired entity; and
c. in a business combination achieved in
stages, the acquisition-date fair value of the
acquirer’s previously-held equity interest in
the acquired entity.
over the net of the acquisition-date amounts of
the identifiable assets acquired and the liabilities
assumed.
After initial recognition, goodwill is accounted
for at purchase cost less any accumulated
impairment charges. Goodwill is tested
for impairment on an annual basis as at
31 December, or more frequently if there are
indications to do so. Goodwill is not subject to
amortization.
As at the acquisition date, the acquired goodwill
is allocated to every cash-generating unit which
may benefit from synergy effects arising from a
business combination. Each cash-generating unit
or group of units to which the goodwill is so
allocated shall:
a. represent the lowest level within the Group
at which the goodwill is monitored for
internal management purposes; and
b. not be larger than an operating segment
identified in accordance with IFRS 8
Operating Segments.
An impairment write-down is determined by
estimating the recoverable amount of a cashgenerating unit to which goodwill has been
allocated. In the event the recoverable amount
of a cash-generating unit is lower than its
carrying value, an impairment charge shall be
recognized.
Such a write-down is recognized as a financial
expense.
In the event a cash-generating unit contains
goodwill and a part of business of this cashgenerating unit is sold, goodwill related to the
disposed business shall be included in its carrying
value for the purpose of determining a gain or
loss on disposal of that business. In such
circumstances the value of goodwill sold shall be
measured as a proportion of the value of
33
business disposed to the value of the cashgenerating unit retained.
6.
4.
A business combination involving business
entities under common control is a business
combination whereby all of the combining
business entities are ultimately controlled by
the same party or parties, both before and after
the business combination, and that control is not
transitory.
Participation in a joint venture
Shares in joint ventures which are jointly
controlled by the Group are accounted for using
the equity method. Before determining the share
in net assets of a joint venture, the financial data
of such an entity are subject to appropriate
adjustments in order to ensure their compliance
with IFRS as applied by the Group.
5.
Treatment of non-controlling interest put
options in the consolidated financial
statements
An entity’s contractual obligation to purchase
equity instruments gives rise to a financial
liability for the estimated present value of future
payment, even if such purchase obligation is
conditional on the counterparty’s exercise of its
contractual right to cause such redemption, e.g.
in situation where non-controlling shareholders
are entitled to put shares of a subsidiary to be
purchased by the parent company. If the
purchase agreement does not provide for a
transfer to the parent company of any benefits
incidental to the ownership of an equity
instrument subject to a put option, then at each
balance sheet date non-controlling interests
(to which a portion of net profit attributable to
non-controlling interests is still allocated) are
reclassified as a financial liability, as if such
puttable equity instrument was redeemed on
that date. Changes in the amount of such
reclassified items are recognized directly in
equity of the Group.
If, under the purchase agreement, benefits
incidental to the ownership of such puttable
equity instruments shall be transferred to the
Parent Company, then at the date of obtaining
control as well as at each subsequent balance
sheet date, non-controlling interests resulting
from such puttable equity instruments are not
recognized. Hence, a business combination is
accounted for as if, at the date of obtaining
control, the Parent Company acquired not only
an equity interest in a subsidiary but also any
existing puttable equity instruments. Liabilities
under put options are measured at fair value at
each balance sheet date; whereas, any changes
in such estimates are recognized in the income
statement (as financial income/expenses).
The share of profits attributable to puttable
equity interests is allocated to the Parent
Company.
Combination of businesses under common
control
This refers in particular to transactions such as a
transfer of companies or ventures between
individual companies within a capital group, or a
merger of a parent company with its subsidiary.
The effects of combinations of businesses under
common control are accounted for by the Group
by the pooling of interests method.
7.
Translation of items expressed in foreign
currencies
The currency of measurement applied by the
Parent Company as well as the reporting
currency used in these consolidated financial
statements is the Polish zloty (PLN).
The functional currencies of the Group’s foreign
subsidiaries include: NIS (Israeli new shekel),
EUR (euro), USD (American dollar), CZK (Czech
koruna), RON (Romanian new leu), RSD (Serbian
dinar), and RUB (Russian ruble).
Transactions denominated in foreign currencies
are first recognized at the functional currency
exchange rate of the transaction date. Assets
and liabilities expressed in foreign currencies are
converted at the functional currency exchange
rate prevailing at the balance sheet date.
Foreign currency non-cash items valued at
historical cost are converted at the exchange
rate as at the initial transaction date. Foreign
currency non-cash items valued at fair value are
converted using the exchange rate as of the date
when such fair value is determined.
As at the balance sheet date, assets and
liabilities denominated in currencies other than
Polish zloty are translated to Polish zlotys at the
mid exchange rates of such currencies as
published by the National Bank of Poland and in
effect on the last day of the reporting period.
Foreign currency differences resulting from such
translation are accounted for respectively as
financial income (expenses) or in equity, but they
may also be capitalized as assets in case it is
provided for in the adopted accounting policies.
34
In the case of indirect foreign subsidiaries, the
financial statements are translated from their
functional currencies to Polish zlotys in several
stages, meaning their functional currency figures
are first converted to the functional currency of
their immediate parent company (lower-level
parent), and subsequently the consolidated
financial statements of such lower-level parent
are translated into the functional currency of its
parent company.
8.
Property, plant and equipment are disclosed at
purchase cost or production cost decreased by
accumulated depreciation and any impairment
write-downs. The initial value of tangible assets
corresponds to their purchase cost increased by
expenditures related directly to the purchase
and adaptation of such assets to their intended
use. Such expenditures may also include the cost
of spare parts to be replaced on machinery or
equipment at the time when incurred, if
the recognition criteria are met. Any costs
incurred after a tangible asset is made available
for use, such as maintenance or repair fees,
are expensed in the income statement at the
time when incurred.
At the time of purchase tangible assets are
divided into components of significant value for
which separate periods of useful life may be
adopted. General overhaul expenses constitute a
component of assets as well.
Such assets are depreciated using the straightline method over their expected useful lives.
A tangible asset may be derecognized from the
balance sheet after it is disposed of or when no
economic benefits are expected from its further
use. Any gains or losses resulting from
derecognition of an asset from the balance sheet
(measured as the difference between net
proceeds from disposal of such asset and its
carrying value) are recognized in the income
statement for the period when such
derecognition is made.
Investments in progress relate to tangible assets
under construction or during assembly and are
recognized at purchase cost or production cost,
decreased by any potential impairment
write-downs. Tangible assets under construction
are not depreciated until being completed and
available for use.
9.
Intangible assets
Intangible assets purchased in a separate
transaction shall be capitalized at purchase cost.
Intangible assets acquired as a result of a
company take-over shall be capitalized at fair
value as at the take-over date.
The period of useful life of an intangible asset
shall be assessed and classified as definite or
indefinite. Intangible assets with a definite
period of useful life are amortized using the
straight-line method over the expected useful
life, and amortization charges are expensed
adequately in the income statement.
Impairment tests shall be performed every year
for intangible assets with an indefinite period of
useful life and those which are no longer used.
The remaining intangible assets shall be tested
for impairment if there are indications of a
possible impairment. Should the carrying value
exceed the estimated recoverable amount (the
higher of the following two amounts: net sales
price or value in use), the value of these assets
shall be reduced to the recoverable amount.
Any gains or losses resulting from derecognition
of an intangible asset from the balance sheet
(measured as the difference between net
proceeds from disposal of such asset and its
carrying value) are recognized as other operating
income or expenses in the income statement
at the time when such derecognition is made.
Internally generated intangible assets
The Company presents in separate categories
the final products of development projects
(“internally
generated
software”)
and
the products which have not been finished yet
(“costs of development projects in progress”).
An intangible asset generated internally as a
result of development work (or completion of
the development phase of an internal project)
may be recognized if, and only if, the Company is
able to demonstrate:
a. the technical feasibility of completing such
intangible asset so that it would be available
for use or sale;
b. the intention to complete the construction
of such intangible asset;
c. the ability to use or sell such intangible
asset;
d. how such intangible asset is going to
generate probable future economic benefits;
35
e. the availability of adequate technical,
financial and other resources to complete
the development work and to make the
intangible asset ready for use or sale;
f. its ability to measure reliably the
expenditure for the development work
attributable to such intangible asset.
The cost of an internally generated intangible
asset is the sum of expenditures incurred from
the date when the intangible asset first meets
the above-mentioned recognition criteria.
Expenditures previously recognized as expenses
may not be capitalized. The cost of an internally
generated intangible asset comprises directly
attributable costs necessary to create, produce,
and prepare that asset to be capable of
operating in the manner intended by
management. Such costs shall include:
a. costs of benefits for employees who are
directly involved in the generation of
an intangible asset;
b. all directly attributable costs necessary to
create, produce, and adjust an intangible
asset, including any legal title registration
fees and amortization of patents and
licenses that are used to generate such
intangible asset;
c. costs of materials and services that are used
or consumed directly in generating an
intangible asset;
d. indirect costs that are directly attributable to
the generation of an intangible asset,
including depreciation of equipment used in
the generation process as well as rental
costs of any office space utilized by the work
team.
The cost of an internally generated intangible
asset shall not include:
Until completion of the development work,
accumulated costs directly attributable to such
development work are disclosed as “costs
of development
projects
in
progress”.
Upon completion of the development work,
the ready-made product of the development
work is reclassified to the category of “Internally
generated software” and from that time
the Group companies begin to amortize such
internally generated software. Costs of
development work which satisfy the abovementioned criteria are recognized at purchase
cost less accumulated amortization and
accumulated
impairment
write-downs.
All the expenditures carried forward to future
periods are subject to amortization over the
estimated period in which the related
undertaking generates sales revenues.
10. Government grants
Government grants are recognized if, and only if,
there is reasonable assurance that a beneficiary
company will comply with the conditions
attached to such grants and that such grants will
be received. A grant shall be accounted for using
the same approach irrespective of whether it is
received in cash or as a reduction of liabilities
towards the government.
If a grant is related to a specific cost item, then it
shall be recognized as income (or as a reduction
of expense) proportionally to the costs that the
grant is intended to compensate.
Whereas, if a grant is related to a specific asset,
then its fair value is accounted for as deferred
income which is afterwards systematically,
by way of equal annual write-offs, recognized in
the income statement over the estimated useful
life of the related asset as a reduced
depreciation expense.
a. selling, administrative and other general
overhead expenditures;
b. clearly identified work inefficiencies and
initial operating losses incurred before
an intangible asset achieves planned
performance; and
c. expenditures on training staff to operate
such intangible asset.
36
11. Borrowing costs
Borrowing costs that are directly attributable to
the acquisition, construction or production of an
asset, that requires substantial time to be
prepared to its intended use or sale, shall be
capitalized as part of such asset’s purchase cost
or production cost. Other borrowing costs shall
be recognized as an expense in the period in
which they are incurred. Borrowing costs include
interest expense as well as foreign exchange
gains or losses to the extent achievable by an
adjustment of interest expense.
12. Impairment of non-financial assets
At each balance sheet date, the Company
determines whether there are any indications of
impairment of non-financial fixed assets. In the
event such indications occur, or when it is
necessary to carry out an annual impairment
test, the Company estimates the recoverable
amount of a given asset or cash-generating unit
to which such asset has been allocated.
The recoverable amount of an asset or cashgenerating unit corresponds to the fair value of
such asset or cash-generating unit less the costs
necessary to make the sale of such asset or cashgenerating unit, or to the value in use of such
asset or cash-generating unit, whichever is
higher. This recoverable amount is measured for
individual assets unless a given asset does not
generate cash flows significantly independent
from cash flows generated by other assets or
groups of assets. Impairment takes place when
the carrying value of an asset is higher than its
recoverable amount, in which case such asset
shall be written-down to the determined
recoverable amount. In order to determine the
value in use, estimated future cash flows shall be
discounted to their present value by applying a
pre-tax discount rate that reflects the current
market assessments of the time value of money
and the risks related to the given asset.
Impairment write-downs on assets used in
continuing operations are recognized as
operating expenses.
determines whether there are any indications for
reversal or reduction of an impairment charge
that was recognized on a given asset in the prior
periods. If such indications exist, the Company
needs to estimate the recoverable amount of
relevant asset. A formerly recognized
impairment charge may be reversed only when,
from the date of the last recognition of
impairment, changes in the estimates applied for
determination of the recoverable amount of
the relevant asset occurred. If this is the case,
the carrying value of such asset shall be
increased
to
its
recoverable
amount.
The increased amount cannot exceed the given
asset’s book value (net of depreciation) that
would be carried in case no impairment charge
was recognized on such asset in the prior years.
A reversal of an impairment charge shall be
immediately recognized as a reduction of
operating expenses. Following a reversal of an
impairment write-down, the depreciation
charges made on the relevant asset during
subsequent financial periods shall be adjusted in
such a way as to enable systematic depreciation
of the asset’s verified book value (net of residual
value) over the remaining period of its useful life.
37
13. Financial assets
Financial assets are divided into the following
categories:
a. financial assets held to maturity,
b. financial instruments carried at fair value
through profit or loss,
c. loans and receivables,
d. financial assets available for sale.
Financial assets held to maturity are financial
assets quoted on an active market that are not
derivative instruments, have identified or
identifiable payments and a fixed maturity date,
which the Company intends and is able to hold
till maturity, and are different from:
a. financial assets designated at the initial
recognition as carried at fair value through
profit or loss,
b. financial assets designated as available for
sale,
c. assets qualifying as loans and receivables.
Financial assets held to maturity are valued at
amortized cost using the effective interest rate.
Financial assets held to maturity shall be
classified as fixed assets if their maturity exceeds
12 months from the balance sheet date.
Financial assets carried at fair value through
profit or loss include assets that satisfy one of
the following conditions:
a.
have been classified as assets held for
trading. Financial assets are classified as held
for trading if they are:
o purchased for resale in short term
(up to 3 months),
o a part of the portfolio of specific financial
instruments
which
are
managed
together, and which are likely to
generate short-term gains,
o derivative instruments, except for
derivatives which are used as the
elements of hedge accounting or
financial guarantee contracts;
b. have been classified in this category,
in accordance with IAS 39, at the time of
initial recognition.
profit or loss are measured at the market value
of financial instruments as at the balance sheet
date with no regard to any costs of their disposal
transaction. Changes in the value of such
financial instruments are recognized as financial
income or expenses in the income statement.
In the event a contract includes one or more
embedded financial derivatives, the whole
contract may be classified as a financial asset
carried at fair value through profit or loss. This is
not applicable where the embedded derivative
instrument does not significantly modify the cash
flows that otherwise would be required by the
contract, or it is clear with little or no analysis
when a similar hybrid instrument is first
considered that separation of the embedded
derivative is prohibited. Financial assets may be
initially recognized as assets carried at fair value
through profit or loss provided the following
criteria are met: (i) such qualification eliminates
or substantially decreases any inconsistency in
recognition or measurement (accounting
mismatch); or (ii) such assets belong to the group
of financial assets which are managed and
evaluated on a fair value basis, according to a
documented risk management strategy; or
(iii) such assets contain embedded financial
derivatives which should be recognized
separately.
Loans and receivables are financial assets, not
classified as derivative instruments, with
identified or identifiable payments which are not
quoted on an active market. They are recognized
as current assets unless their maturity periods
are longer than 12 months from the balance
sheet date. Loans granted and receivables with
maturity periods longer than 12 months from
the balance sheet date are recognized as fixed
assets.
Financial assets available for sale comprise
financial assets which are not derivative
instruments, and which have been designated as
available for sale, or do not belong to any of the
above three categories of financial assets.
Financial assets available for sale are carried at
fair value, increased by the transaction-related
costs that are directly attributable to the
acquisition or issuance of a financial asset.
If financial instruments are not quoted on an
active market and it is impossible to determine
their fair value reliably with alternative methods,
such financial assets available for sale shall be
measured at purchase cost adjusted by
impairment
charges.
Provided
financial
38
instruments have a market price determined in a
regulated active market or it is possible to
determine their fair value in other reliable way,
any positive or negative differences between the
fair value and purchase cost of such assets
available for sale (after deducting any deferred
tax liabilities) shall be recognized in other
comprehensive income. A decrease in the value
of assets available for sale, resulting from their
impairment, shall be recognized as a financial
expense.
Purchases or disposals of financial assets are
recognized in the accounting books at the
transaction date. At the initial recognition,
financial assets are measured at fair value which,
in case of assets not classified as carried at fair
value through profit or loss, shall be increased by
directly
attributable
transaction-related
expenses.
A financial asset shall be derecognized from
the balance sheet if the Group no longer controls
the contractual rights arising from such financial
instrument. This usually takes place when
the instrument is sold or when all cash flows
generated by that instrument are transferred to
an independent third party.
14. Inventories
The Company distinguishes two categories of
inventories: goods for resale, and service parts
(spare parts and computer hardware that have
been purchased for the purposes of
maintenance service contracts).
At each balance sheet date, an ageing analysis of
goods for resale is performed, providing
rationale for making any write-downs subject to
the following rules:
a. 100% write-down on goods stored for 24
months or longer,
b. 75% write-down on goods stored between
18 and 24 months,
c. 50% write-down on goods stored between
12 and 18 months,
d. 25% write-down on goods stored between
6 and 12 months.
The initial value of service parts is expensed on a
straight-line basis over the duration of the
maintenance service contract, for which such
parts have been purchased.
Every year the Company verifies whether the
adopted principles for recognition of writedowns correspond to the actual impairment of
its inventories.
Write-downs on inventories shall be recognized
as operating expenses.
15. Prepayments and accrued income
Prepayments comprise expenses incurred before
the balance sheet date that relate to future
periods or to future revenues.
Prepayments may
the following items:
in
particular
include
a. prepaid third-party services (inclusive of
maintenance services) which shall be
provided in future periods,
b. advance
payments
of
subscription, rental fees, etc.
insurance,
c. any other expenses incurred in the current
period, but related to future periods.
16. Trade receivables
Trade receivables are recognized and disclosed
at the amounts initially invoiced, less any
allowances for doubtful accounts. Receivables
with remote payment terms are recognized at
the present value of expected payments.
Allowances for doubtful receivables are
estimated when it is no longer probable that the
entire amount of original receivables will be
collected. The amount of allowances represents
the difference between the nominal amount of
receivables and their recoverable amount, which
corresponds to the net present value of
expected cash flows discounted using the
interest rate applicable to similar debtors.
Doubtful receivables are expensed as operating
costs at the time when they are deemed
uncollectible.
Receivables are revaluated taking into account
the probabilities of their collection, by making
allowances for:
a. receivables from debtors who went into
liquidation or bankruptcy – up to the
amount receivable not covered by any
guarantee or other collateral, reported to
the liquidator or magistrate in bankruptcy
proceedings;
b. receivables from debtors in case the
declaration of bankruptcy is dismissed and
the debtor’s assets are insufficient to satisfy
the costs of bankruptcy proceedings – in full
amount receivable;
39
c. receivables disputed by debtors and pastdue where, following an assessment of the
debtor’s property and financial condition,
collection of full contractual amounts is
unlikely – up to the amount receivable not
covered by any guarantee or other
collateral;
d. receivables that constitute an increase of
other receivables subject to prior allowances
– in full amount receivable until they are
received or written-off as uncollectible;
e. past-due (or not yet due) receivables, where
it is highly probable they will become
uncollectible because of the type of business
or structure of customers – in the amount of
reliably measured or full allowance for
doubtful receivables.
Furthermore, the minimum levels of allowances
for receivables as recognized by the Company
are:
a. 100% in relation to receivables in litigation,
unless the Management Board believes that
obtaining a favourable judgment by the
Company is almost certain;
b. 100% in relation to receivables past-due
over 12 months (from the payment
deadline), taking into account any partial
payments or arrangements made after the
balance sheet date;
c. 50% in relation to receivables past-due
between 6 and 12 months (from the
payment deadline), taking into account any
partial payments or arrangements made
after the balance sheet date.
When deciding on any allowances, the Group
takes into consideration not only events that
took place before the balance sheet date,
but also later events that took place prior to
the preparation of financial statements if such
events are related to receivables carried in the
books as at the balance sheet date. Every year
the Company verifies whether the adopted
principles for recognition of allowances
correspond to the actual impairment of its
receivables.
If the cause for recognition of an allowance is no
longer valid, such allowance shall be reversed,
in the whole amount or in appropriate portion,
being recognized as an increase in the value of
a relevant asset or as an adjustment to
respective cost items.
17. Cash and cash equivalents
Cash and cash equivalents presented in the
balance sheet consist of cash kept in banks and
on hand by the Company, short-term bank
deposits with maturities not exceeding
3 months, and other highly liquid instruments.
The balance of cash and cash equivalents
disclosed in the consolidated statement of cash
flows consists of the above-defined cash and
cash equivalents. For the purposes of the
statement of cash flows, the Group decided not
to present bank overdraft facilities (used as
an element of financing) nor restricted cash in
the balance of cash and cash equivalents.
18. Interest-bearing bank loans and borrowings
All bank loans, borrowings and debt securities
are initially recognized at their purchase cost,
being the fair value of cash received net of any
costs associated with obtaining a credit or loan,
or with issuing a debt security.
Subsequently to such initial recognition, bank
loans, borrowings and debt securities are
measured at amortized purchase cost using
the effective interest rate. Determination of
the amortized purchase cost shall take into
account the costs related to obtaining a credit or
loan, or issuing a debt security, as well as
the discounts or bonuses obtained on repayment
of the liability.
The difference between the cash received (net of
costs related to obtaining a credit or loan, or
issuing a debt security) and the repayment
amount shall be disclosed in the income
statement over the term of such financing.
Allowances for trade receivables are recognized
as operating expenses. Allowances for other
receivables are recognized as other operating
expenses. Allowances for accrued interest
receivable are recognized as financial expenses.
40
19. Leases
21. Provisions
Finance lease agreements, under which
substantially all the risks and rewards incidental
to ownership of the leased asset are transferred
to the Company, are recognized in the balance
sheet at the commencement of the lease term,
at fair value of the leased tangible asset or
at present value of the minimum lease
payments, whichever is lower. Lease payments
are allocated between the finance charge and
the reduction of the outstanding lease liability so
as to obtain a constant periodic rate of interest
on the remaining balance of the liability.
A provision should be recognized when the
Group has a present obligation (legal or
constructive) as a result of a past event, and
when it is probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation, and a reliable estimate can
be made of the amount of the obligation.
Financial expenses are recognized in the income
statement unless they are eligible for
capitalization (both in 2014 and the comparable
period, the Company did not capitalize any
interest expenses incurred under finance lease
agreements).
Property, plant and equipment used under
finance lease agreements are subject to
depreciation over their estimated useful life or
the lease term, whichever is shorter. However, if
the lease agreement provides that after its
termination the lessee shall obtain ownership of
the leased asset, then such an asset shall be
depreciated over its estimated useful life,
i.e. following the depreciation rules applicable to
similar owned assets.
Lease agreements, whereby the lessor retains
substantially all the risks and rewards incidental
to ownership of the leased asset, are considered
as operating lease. Leasing fees and instalments
under operating lease are recognized as
operating expenses in profit or loss on a straightline basis over the lease term. The conditional
leasing fees are expensed in the period when
they become due.
20. Trade payables
Trade payables relating to operating activities
are recognized and disclosed at the amounts due
for payment, and are recognized in the reporting
periods which they relate to.
Where the Group expects that the expenditure
required to settle a provision is to be
reimbursed, e.g. under an insurance contract,
this reimbursement should be recognized as a
separate asset. When, and only when, it is
virtually certain that such reimbursement will be
received, expenses relating to such provision
shall be disclosed in the income statement, net
of the amount of any reimbursements.
The Group recognizes provisions for onerous
contracts in which the unavoidable costs of
meeting the obligations under the contract
exceed the economic benefits expected to be
received under it.
Where the effect of the time value of money is
material, the amount of a provision shall be
determined by discounting the expected future
cash flows to their present value, using a pre-tax
discount rate that reflects current market
assessments of the time value of money and the
risks related to the liability. Where discounting
method is used, the increase in a provision due
to the passage of time is recognized as a financial
expense.
22. Provision for warranty repairs
The provision for warranty repairs is created to
cover anticipated future costs of warranty or
service obligations resulting from the executed
IT contracts. The costs of fulfilment of our
warranty obligations comprise mainly labour
costs (number of man-days multiplied by the
standard rate) as well as the cost of goods,
materials and third-party services used in
performing such warranty obligations.
41
This provision is set aside in the cases where:
a. the client has not signed any contract for
maintenance services;
b. the scope of the maintenance services
contract does not fully cover all anticipated
costs of the fulfilment of warranty
obligations;
c. the scope of the manufacturer’s warranty
for any equipment resold is narrower than
the scope of warranty the Company is
contractually committed to provide to its
client.
The provision amount recognized at the balance
sheet date shall be proportional to the progress
of the IT contract execution.
Any costs associated with the provision of our
warranty services shall be, when incurred,
deducted from the previously created provision.
verifies the amount of carried provision for
warranty repairs. If the actual costs of warranty
services or anticipated future costs are
lower/higher than assumed at the time of initial
recognition of a provision, such provision shall
be decreased/increased accordingly to reflect
the Company’s current expectations in respect of
fulfilment of its warranty obligations in future
periods.
23. Sales revenues
a. Sales revenues
Sales revenues are recognized if the amount of
revenue can be measured reliably and if it is
highly probable that economic benefits
associated with the transaction will flow to
the Group.
Should it be impossible to estimate reliably the
amount of revenue from a service transaction,
such revenue shall only be recognized in
the amount of costs incurred which the Group
expects to recover.
The Group identifies the following types of
revenues:

Revenues from the sale of proprietary
licenses and services,

Revenues from the sale of third-party
licenses and services, and

Revenues from the sale of hardware.
The category of “Proprietary licenses and
services” includes revenues from contracts with
customers under which we supply our own
software and provide related services.
Such services may be performed by the
Company’s employees (internal resources) as
well as by subcontractors (external resources).
The engagement of subcontractors in this
category of revenues has no impact on the scope
of responsibility or relationship between
the Group companies and the customer to whom
a service is provided. It is entirely up to the
Group to decide whether services required for
this type of projects should be performed by
subcontractors or own employees. In addition,
this category includes revenues from the
provision of own services for third-party
software and infrastructure.
The category of “Third-party licenses and
services” includes revenues from the sale of
third-party licenses as well as from the provision
of services which, due to technological or legal
reasons, mast be carried out by subcontractors
(this applies to hardware and software
maintenance and outsourcing services provided
by their manufacturers).
Revenues from the sale of own software licenses
and/or services, which are supplied/rendered
under an implementation contract, shall be
recognized proportionally to the completion of
the entire contract. The rules for recognition of
sales revenues from implementation contracts
are described item 24 of Significant accounting
policies.
In the case of own software licenses and/or
services, revenues are recognized in the period
in which the Group expects to be required to
provide such services to the client.
Revenues from the sale of third-party software
licenses and/or services may be recognized as
sales of goods or as sales of services, depending
on the nature of the contract with the client.
In the case of third-party software licenses
and/or services for which the significant risks and
rewards of ownership are transferred to the
buyer at the time of the sale, revenues are
recognized as sales of goods, this is in a lump
sum at the time of the sale, regardless of
whether a third-party license and/or service is
provided for a specified or unspecified period of
time. The Group considers that significant risks
are transferred to the buyer when, after
the delivery of a license/service, the Group is
42
not obligated to provide any additional and
potentially costly benefits to the client.
d. costs of internal resources being involved in
the contract execution.
In other cases, i.e. when the significant risks and
rewards incidental to the ownership of a thirdparty license and/or service are not transferred
to the buyer at the time of the sale, revenues are
recognized as sales of services, this is over a
period in which such services are performed and
proportionally to the completion of the entire
transaction.
The costs of internal resources employed in the
contract execution are calculated on the basis of
actual workload (for ended periods) or estimated
workload (for forecast periods), and appropriate
standard (cost) rate covering the production
costs.
Revenues from the sale of hardware are
recognized as sales of goods, provided that the
significant risks and rewards resulting from a
contract have been transferred to the buyer and
the amount of revenue can be measured
reliably.
b. Interest
Interest income shall be recognized on a time
proportion basis (taking into account the
effective yield, this is the interest rate which
accurately discounts future cash flows during the
estimated useful life of a financial instrument) on
the net book value of a financial asset.
Interest income comprises interest on loans
granted, investments in securities held to
maturity, bank deposits and other items, as well
as the discounts on costs (liabilities) according to
the method of the effective interest rate.
c. Dividends
Dividends shall be recognized when the
shareholders’ right to receive payment is vested.
24. Revenues and costs related to the execution
of implementation contracts
Revenues from implementation contracts shall
include highly probable revenues resulting from
the concluded contracts and/or orders, which
can be measured reliably. Therefore, the pool of
such revenues does not include any proceeds
that are considered as doubtful despite being
determined in a signed contract (e.g. the Group
anticipates that a client may decide to resign
from a portion of contracted work).
Contract revenues include the following:
a. revenues resulting from issued invoices,
b. future revenues resulting from signed
agreements and/or orders placed on
the basis of framework agreements.
Contract costs include the following:
c. costs of goods, materials and third-party
services sold (COGS), and
The standard rate corresponds to the cost of
man-hour (or man-day) of our own production
resources calculated on the basis of production
costs budgeted for a given year.
Valuation of implementation contracts
The purpose for valuation of an IT
implementation contract is to determine the
amount of revenues to be recognized in a given
period. The Group performs such valuation using
the percentage of completion method.
Should the percentage progress of incurred
costs, decreased by expected losses and
increased by profits included in the income
statement, exceed the percentage progress of
invoiced sales, the amount of uninvoiced sales
resulting from such difference shall be disclosed
as other receivables in the balance sheet, under
“Receivables arising from valuation of IT
contracts”. On the other hand, if the percentage
progress of invoiced sales exceeds the
percentage progress of costs incurred, decreased
by expected losses and increased by profits
included in the income statement, then futurerelated revenues resulting from such difference
shall be disclosed as other liabilities, under
“Liabilities arising from valuation of IT contracts”.
In case of contracts denominated in foreign
currencies deemed to be functional currencies or
in case of contracts denominated in EUR (even if
EUR is not a functional currency), embedded
financial derivatives are not disclosed separately.
In the Management’s opinion, EUR should be
regarded as a currency commonly used in
contracts for the sale or purchase of IT systems
and services. Revenues and expenses relating to
such contracts are determined on the basis of
spot exchange rates. In all the other cases
embedded derivatives are separated from their
host contracts. When an embedded instrument
is separated, revenues resulting from the host
contract are recognized at the embedded
exchange rate; whereas, any foreign exchange
differences between the exchange rate applied
in the issued invoice and the embedded
exchange rate are recognized as financial income
or expense.
43
Loss generating contracts
Loss generating contract is a contract, under
which total revenues are lower than total costs.
In the event it is highly probable that the total
contract execution costs exceed the total
contract revenues, the anticipated loss shall be
recognized as cost in the reporting period in
which it has been detected, by creating a
provision for contractual losses.
The amount of such provision and/or its
legitimacy are subject to verification at each
subsequent reporting date, until the completion
of the contract.
The amount of created provisions for losses shall
be disclosed in other liabilities, under “Liabilities
arising from valuation of IT contracts”.
Combining and segmenting of implementation
contracts
Valuation is usually performed on single
contracts or contracts with annexes thereto,
if such annexes modify the main contract by
extending or limiting the subject thereof. In the
event an annex represents an additional order,
going beyond the subject of the main contract,
and the price of such order is determined
without reference to the main contract price,
such annex shall be valued separately.
When a contract covers a number of elements,
the implementation of each element should
be treated as a separate contract, only if the
following conditions are jointly met:
a. separate offers have been submitted for
each of the identified elements;
Methods for measuring the percentage of
contract completion
b. each element has been subject to separate
negotiations; and
In order to measure the progress of contract
completion, the Company applies a variety of
methods allowing to determine reliably the
percentage of work executed under the contract.
Depending on the contract nature, these
methods may include:
c. the costs and revenues of each element can
be identified – revenues must be specified
in the contract and/or order.
a. determination of the proportion of costs
incurred for work performed up to
the balance sheet date to the estimated
total contract costs;
b. measurement of work performed; or
c. comparison of work performed as a physical
proportion of total work under the contract.
The percentage of completion method is applied
on a cumulative basis in each accounting period
to the current estimates of contract revenues
and contract costs. The effects of changes in
estimates of contract revenues or contract costs
are recognized in the period in which such
changes occur.
Whereas, a group of contracts may be treated as
a single contract, if the following conditions are
jointly met:
a. the group of contracts is negotiated as a
single package;
b. the contracts are so closely interrelated that
they are, in effect, part of a single project
with an overall profit margin; and
c. the contracts are performed concurrently or
in a continuous sequence.
25. Operating costs
The Company maintains cost accounting both by
cost nature and by cost function. Cost of sales
comprises the costs resulted directly from
purchases of goods sold and generation of
services sold. Selling costs include the costs of
distribution, marketing and sponsoring activities.
General and administrative expenses include
the costs of the Company’s management and
administration activities.
44
26. Income tax and value added tax
For the purpose of financial reporting, deferred
income tax is calculated applying the balance
sheet liability method to all temporary
differences that exist, at the balance sheet date,
between the tax base of an asset or liability and
its carrying value disclosed in the financial
statements. Deferred tax liabilities are
recognized in relation to all positive temporary
differences – except for situations when a
deferred tax liability arises from initial
recognition of goodwill or initial recognition of
an asset or liability on a transaction other than
combination of businesses, which at the time of
its conclusion has no influence on pre-tax profit,
taxable income or tax loss, as well as in relation
to positive temporary differences arising from
investments in subsidiaries or associates or from
interests in joint ventures – except for situations
when the investor is able to control the timing of
reversal of such temporary differences and when
it is probable that such temporary differences
will not be reversed in the foreseeable future.
Deferred tax assets are recognized in relation to
all negative temporary differences, as well as
unutilized deferred tax assets or unutilized tax
losses carried forward to subsequent years,
in such amount that it is probable that future
taxable income will be sufficient to allow the
above-mentioned temporary differences, assets
or losses to be utilized. This does not apply to
situations when deferred tax assets related to
negative temporary differences arise from initial
recognition of an asset or liability on a
transaction other than combination of
businesses, which at the time of its conclusion
has no influence on pre-tax profit, taxable
income or tax loss. In relation to negative
temporary differences arising from investments
in subsidiaries or associates or from interests in
joint ventures, deferred tax assets are
recognized in the balance sheet in such amount
only that it is probable that the abovementioned temporary differences will be
reversed in the foreseeable future and that
sufficient taxable income will be available to
offset such negative temporary differences.
Deferred tax assets and deferred tax liabilities
shall be valued using the future tax rates
anticipated to be applicable at the time when a
deferred tax asset is realized or a deferred tax
liability is reversed, based on the tax rates
(and tax regulations) legally or factually in force
at the balance sheet date.
Income tax relating to items that are directly
recognized in equity shall be disclosed under
equity and not in the income statement.
Revenues, expenses and assets shall be disclosed
in the amounts excluding value added tax unless:
a. value added tax paid at the purchase of
goods or services is not recoverable from tax
authorities; in such event the value added
tax paid shall be recognized as a part of the
purchase cost of an asset or as an expense,
and
b. receivables and liabilities are presented
including value added tax.
Net amount of value added tax which is
recoverable from or payable to tax authorities
shall be included in the balance sheet as a part of
receivables or liabilities.
27. Earnings per share (basic and diluted)
Basic earnings per share attributable to
shareholders of the Parent Company for each
reporting period shall be computed by dividing
the net profit from continuing operations for the
reporting period by the weighted average
number of shares outstanding in that period.
Diluted earnings per share attributable to
shareholders of the Parent Company for each
reporting period shall be calculated by dividing
the net profit from continuing operations for the
reporting period by the total of weighted
average number of shares outstanding in that
period and all shares from potential new
issuances.
The carrying value of an individual deferred tax
asset shall be verified at every balance sheet
date and shall be adequately decreased or
increased in order to reflect any changes in the
estimates of achieving taxable profit sufficient to
utilize such deferred tax asset partially or
entirely.
45
IV. ORGANIZATION AND CHANGES IN ASSECO GROUP STRUCTURE, INCLUDING INDICATION OF ENTITIES SUBJECT TO CONSOLIDATION
The chart below presents the organizational structure of Asseco Group as at 31 December 2014 and in the comparable period:
Asseco Poland S.A.
Polish market
Western European market
Asseco Business Solutions S.A.
Poland
46.47/46.47 (46.47/46.47)
PIW Postinfo Sp. z o.o.
Poland
0/0 (100/100)
Eastern European market
South Eastern European market
ZAO R-Style Softlab
Russia
70/70 (70/70)
Asseco South Eastern Europe S.A.
Poland
51.06/51.06 (51.06/51.06)
R-Style Softlab Kiev
Ukraina
100/100 (100/100)
Asseco Solutions GmbH
Austria
75/75 (75/75)
R-Style Softlab South LLC
Ukraina
100/100 (0/0)
Asseco Central Europe, a.s.
Slovakia
93.51/93.51 (93.51/93.51)
Necomplus Mantenimiento, S.L. 3)
Spain
0/0 (100/100)
Asseco Solutions AG
Switzerland
100/100 (100/100)
SINTAGMA UAB Sp. z o.o.
Lithuania
81.34/81.34 (81.34/81.34)
Central European market
3)
Matrix42 AG
Germany
100/100 (100/100)
Asseco Lietuva UAB
Lithuania
81.34/81.34 (81.34/81.34)
Formula Systems Ltd.
Israel
46.36/46.36 (46.36/46.36)
Asseco South Western Europe S.A.
Poland
100/100 (100/100)
Asseco DACH S.A.
Poland
85/85 (85/85)
KKI-BCI Sp. z o.o.
Poland
100/100 (100/100)
Gladstone Consulting Ltd.
Cyprus
100/100 (100/100)
SIGILOGIC Sp. z o.o.
Poland
100/100 (100/100)
ADH Soft Sp. z o.o.
Poland
100/100 (100/100)
Combidata Poland Sp. z o.o.
Poland
100/100 (100/100)
ZUI Novum Sp. z o.o.
Poland
51/51 (51/51)
Cyfrowa Edukacja Sp. z o. o.
Poland
0/0 (100/100)
Grupo Drie, S.L.
Spain
0/0 (100/100)
SKG S.A.
Poland
60/60 (60/60)
Podkarp. Fund. Nieruchomości Sp. z o.o.
Necomplus Portugal Lda.
Portugal
100/100 (100/100)
Matrix42 Helvetia AG
Switzerland
100/100 (0/0)
Asseco Kazakhstan LLP
Kazakhstan
51/51 (0/0)
Martix IT Ltd.
Israel
50.18/50.18 (50.09/50.09)
D)
Poland
100/100 (100/100)
Asseco Systems S.A.
Poland
100/100 (100/100)
PFN Nord Sp. z o.o.
Poland
100/100 (100/100)
Necomplus Dominicana, Srl
Dominican Republic
100/100 (100/100)
Matrix42 Ukraine
Ukraina
99/99 (0/0)
Asseco Georgia LLC
Georgia
51/51 (51/51)
Magic Software Enterprises Ltd
Israel
45.14/45.14 (51.57/51.57)
C)
C.K. ZETO S.A. (Łódź)
Poland
100/100 (100/100)
Park Wodny Sopot Sp. z o.o.
Poland
100/100 (0/0)
Asseco Spain S.A.
Spain
70.32/70.32 (70.32/70.32)
Matrix42 Marketplace GmbH
Germany
100/1000 (0/0)
Sapiens International Corp. NV
Netherlands Antilles
50.16/50.16 (48.61/48.61)
E)
PI ZETO S.A. (Bydgoszcz)
Poland
100/100 (100/100)
Asseco Software Nigeria Ltd
Nigeria
51/51 (0/0)
Valorista S.L.U.
Spain
100/100 (100/100)
Matrix42 Development Holding GmbH
Germany
60/60 (0/0)
Logis IT S.L.U.
Spain
100/100 (100/100)
Matrix42 Australia Pty Ltd
Australia
100/100 (0/0)
Random Centro de Informática, S.A.U.
Spain
100/100 (0/0)
Silverback MDM Pty Ltd
Australia
100/100 (0/0)
Peak Consulting Group ApS
Denmark
70/70 (70/70)
Silverback MDM Unit Trust
Australia
99/99 (0/0)
Postdata S.A.
Poland
49/49 (49/49)
Polish market
1) company in liquidation
2) company presented in Asseco Central Europe subgroup
3) company liquidated following the merger with Necomplus, S.L.
A - Group structure presented in chart A
B - Group structure presented in chart B
C - Group structure presented in chart C
D - Group structure presented in chart D
E - Group structure presented in chart E
Asseco Solutions AG
Germany
0/0 (100/100)
2)
ZUI OTAGO Sp. z o.o.
Poland
100/100 (100/100)
1)
Necomplus, S.L.
Spain
65/65 (65/65)
B)
NCP Informática, S.L.
Andorra
33.33/33.33 (33.33/33.33)
Asseco Danmark A/S
Denmark
61.11/61.11 (55/55)
A)
Israeli market
Insync Staffing Inc
USA
90/90 (0/0)
Israeli market
1/1
(0/0)
Silverback MDM LLC
USA
100/100 (0/0)
100/100 voting rights / equity interest as at 31 December 2014 (in %)
(100/100) voting rights / equity interest as at 31 December 2013 (in %)
subsidiary company
CodeConnexion Ltd
Sri Lanka
45/45 (45/45)
associated company
46
A. Organizational structure of Asseco Central Europe Group
Slovakia
Asseco Solutions, a.s.
Slovakia
100/100 (100/100)
Slovanet, a.s.
Slovakia
0/0 (51/51)
Czech Republic
100/100 (100/100)
Statlogics Zrt.
Hungary
100/100 (100/100)
DanubePay, a.s.
Slovakia
55/55 (55/55)
Asseco Solutions AG
Germany
100/100 (0/0)
Axera, s.r.o.
Slovakia
50/50 (50/50)
AmiTel, s.r.o.
Slovakia
51/51 (51/51)
Asseco Berit GmbH (Germany)
Germany
100/100 (100/100)
Globenet Zrt.
Hungary
100/100 (100/100)
Asseco Solutions GmbH
Austria
75/75 (75/75)
Crystal Consulting s.r.o.
Slovakia
0/0 (50/50)
MadNet, a.s.
Slovakia
50.06/50.06 (50.06/50.06)
Asseco Berit AG (Switzerland)
Switzerland
100/100 (100/100)
Asseco Hungary Zrt.
Hungary
51/51 (51/51)
Asseco Solutions AG
Switzerland
100/100 (100/100)
Asseco Solutions, a.s.
Czech Republic
100/100 (100/100)
eDocu a.s.
Slovakia
23/23 (0/0)
LCS Deutschland GmbH
Germany
100/100 (100/100)
NZ Servis s.r.o. (CZ)
Czech Republic
100/100 (100/100)
Prvni Certifikacni Autorita, a.s.
Czech Republic
23.25/23.25 (23.25/23.25)
subsidiary company
associated company
47
B. Organizational structure of Asseco South Eastern Europe Group
Asseco South Eastern Europe S.A.
Poland
Asseco SEE d.o.o, Beograd
Serbia
100/100 (100/100)
Asseco SEE Sh.p.k. (Pristina)
Kosovo
100/100 (100/100)
Asseco SEE d.o.o. (Sarajevo)
Bosnia and Herzegovina
100/100 (100/100)
E-Mon d.o.o., Podgorica
Montenegro
50/50 (50/50)
Asseco SEE Sh.p.k., Tirana
Albania
100/100 (100/100)
Asseco SEE o.o.d, Sofia
Bulgaria
100/100 (100/100)
EMS d o.o., Beograd
Serbia
100/100 (100/100)
Asseco SEE s.r.l. (Bucharest)
Romania
100/100 (100/100)
Asseco SEE d.o.o. (Zagreb)
Croatia
100/100 (100/100)
Uni4Gold d.o.o., Nis
Serbia
70/70 (70/70)
Asseco s.r.l. MOLDOVA
Moldova
100/100 (100/100)
BDS - Platus d.o.o.
Croatia
0/0 (100/100)
Multicard d.o.o., Beograd
Serbia
45/45 (45/45)
Asseco SEE Teknoloji A.Ş.
Turkey
100/100 (100/100)
Asseco SEE d.o.o. Podgorica
Montenegro
100/100 (100/100)*
S.C. I.T.D. Romania s.r.l.
Romania
0/0 (95/95)
Nestpay Ödeme Hizmetleri A.Ş.
Turkey
100/100 (0/0)
1)
1)
ASSECO SEE DOOEL, Skopje
Macedonia
100/100 (100/100)
Asseco SEE d.o.o., (Ljubljana)
Slovenia
100/100 (100/100)
* As at 31 December 2013, 100% of voting rights and shares were held by Asseco SEE d.o.o, Beograd
1) liquidated company
100/100
(100/100)
voting rights / equity interest as at 31 December 2014 (in %)
voting rights / equity interest as at 31 December 2013 (in %)
subsidiary company
jointly controlled company
associated company
48
C. Organizational structure of Magic Software Enterprises Group
Magic Software Enterprises Ltd
Israel
Complete Software Solutions Ltd **
Israel
96.3/96.3 (96.3/96.3)
Magic Software Enterprises Neth. B.V.
Netherlands
100/100 (100/100)
F.T.S. Formula Telecom Solutions Ltd
Israel
100/100 (0/0)
Magix Integration (Proprietary) Ltd
Republic of South Africa
100/100 (100/100)
Magic Software Enterprises Inc
USA
100/100 (100/100)
DataMind Ltd
Israel
80/80 (0/0)
Onyx Magyarorszag Szsoftverhaz
Hungary
100/100 (100/100)
Magic Software Enterprises (UK) Ltd
United Kingdom
100/100 (100/100)
Magic Software Enterprises India Pvt.
India
100/100 (100/100)
Coretech Consulting Group Inc
USA
100/100 (100/100)
Magic Software Enterprises Spain Ltd*
Spain
100/100 (100/100)
Hermes Logistics Technologies Ltd
United Kingdom
100/100 (100/100)
Magic Software Japan K.K.
Japan
100/100 (100/100)
Coretech Consulting Group LLC
USA
100/100 (100/100)
Magic Software Enterprises France
France
100/100 (100/100)
Magic Beheer B.V.
Netherlands
100/100 (100/100)
Magic Software Enterprises (Israel) Ltd
Israel
100/100 (100/100)
Allstates Consulting Services LLC
USA
100/100 (100/100)
Magic Software Enterprises GmbH
Germany
100/100 (100/100)
Magic Benelux B.V.
Netherlands
100/100 (100/100)
AppBuilder Solutions Ltd
United Kingdom
100/100 (100/100)
Xsell Resources Inc
USA
100/100 (100/100)
CommIT Technology Solutions Ltd
Israel
80/80 (80/80)
Fusion Solutions LLC
USA
100/100 (100/100)
CommIT Embedded Ltd
Israel
50.1/50.1 (50.1/50.1)
Pilat Europe Ltd
United Kingdom
100/100 (100/100)
CommIT Software Ltd
Israel
100/100 (100/100)
Pilat (North America) Inc
USA
100/100 (100/100)
Valinor Ltd
Israel
100/100 (100/100)
BridgeQuest Labs, Inc.
USA
100/100 (100/100)
Dario IT Solutions Ltd
Israel
100/100 (100/100)
BridgeQuest, Inc.
USA
100/100 (100/100)
subsidiary company
* company in liquidation
** company established by the merger of Magic Software ERP Ltd and Complete Technologies Ltd
49
D. Organizational structure of Matrix IT Group
Matrix IT Ltd
Israel
Tikshuv Systems In Education (Shacham) Ltd
Matrix IT Business System Ltd***
Net-shore Ltd
Matrix IT Global Services Ltd
Hoshva Ltd
Matrix IT Global Services Bulgaria
2Bsecure Ltd
Israel
100/100 (100/100)
Israel
0/0 (100/100)
Israel
100/100 (100/100)
Israel
100/100 (100/100)
Israel
100/100 (100/100)
Bulgaria
100/100 (100/100)
Israel
100/100 (100/100)
Matrix IT Systems Devlopment & Integration
A Soft Ltd
Matrix IT Training Ltd
Comprise Tecnologies Lts
Link 2B Ltd*
Xtivia Technologies Inc
2Bsecure USA Inc*
Israel
100/100 (100/100)
Israel
100/100 (100/100)
Israel
100/100 (100/100)
Israel
100/100 (100/100)
Israel
0/0 (100/100)
USA
100/100 (100/100)
USA
0/0 (100/100)
Matrix IT Software Products Ltd
IQ-SOFT John Bryce Ltd
John Bryce Training Ltd
Matrix IT Storage Software Ltd***
Matrix IT Telecom Solutions Ltd***
2BNet Ltd
Israel
100/100 (100/100)
Hungary
100/100 (100/100)
Israel
100/100 (100/100)
Israel
0/0 (100/100)
Israel
0/0 (100/100)
Israel
100/100 (100/100)
Hi-Tech Colleage Technology Training Ltd
Israel
100/100 (100/100)
Sintec Advanced Technologies Ltd.***
Israel
0/0 (100/100)
Tangram Soft Ltd
Israel
100/100 (100/100)
Matrix IT Software Industries***
Israel
0/0 (100/100)
Effect Advanced Solutions Ltd
Israel
100/100 (100/100)
K.B.I.S Ltd
Israel
51/51 (51/51)
Cyber box Ltd
Israel
70/70 (70/70)
Hi-Tech Mediatech Colleage (2002) Ltd
Matrix IT Systems Ltd
Tact System Testware Ltd
John Bryce Projects Ltd
Elon Software Systems Ltd*
Matrix IT E.R.P Solutions Ltd
Matrix Information Technology Global China
Israel
Israel
Israel
Israel
Israel
Israel
China
100/100 (100/100)
100/100 (100/100)
100/100 (100/100)
100/100 (100/100)
0/0 (100/100)
100/100 (100/100)
100/100 (100/100)
Matrix IT System Management Ltd
Matrix IT Software Services Ltd***
Sigma Knowledge Inc.
Matrix IT Computers Systems (1995) Ltd.
Matrix IT InterSystems Ltd***
JBT Cyprusus
Exzac UK Ltd
Israel
100/100 (100/100)
Israel
0/0 (100/100)
USA
100/100 (100/100)
Israel
100/100 (100/100)
Israel
0/0 (100/100)
Cyprus
85/85 (85/85)
United Kingdom
100/100 (100/100)
Aluna Information Technologies Ltd
Matrix IT Computer Solutions Ltd***
Tact Computer & Systems Ltd
Blue Education Ltd
Matrix IT Products & Services Ltd***
Highview Ltd
Strategic Sales Systems Inc
Israel
100/100 (100/100)
Israel
0/0 (100/100)
Israel
100/100 (100/100)
Israel
100/100 (100/100)
Israel
0/0 (100/100)
Israel
100/100 (100/100)
USA
100/100 (100/100)
Sintec Software Solutions (1996) Ltd***
Israel
0/0 (100/100)
Sibam Ltd
Israel
100/100 (100/100)
Heliogram Ltd***
Israel
0/0 (100/100)
Net Brayce Ltd
Israel
100/100 (100/100)
Matrix IT Technologies (1997) Ltd***
Israel
0/0 (100/100)
Beyond Ltd
Israel
100/100 (100/100)
Hoshen-Eliav System Engineering Ltd.
Israel
100/100 (0/0)
Matrix IT Medical Solutions Ltd***
Israel
0/0 (100/100)
Matrix J Rap Ltd
Israel
100/100 (100/100)
Comsoft Export Ltd***
Israel
0/0 (100/100)
Forsoft ERP Consulting Ltd***
Israel
0/0 (100/100)
Supra Ltd
Israel
100/100 (100/100)
Infinity Labs R&D Ltd
Israel
50.1/50.1 (0/0)
Matrix IT Integration & Infrastructures Ltd
Atreyu Peripheral Infr.s Ltd***
Wincom Technologies Ltd***
Matrix Consulting Ltd
Novelia Ltd***
Matrix IT Global Services Macedonia DOOEL
Top Q (Aqua) Software Ltd
Israel
100/100 (100/100)
Israel
0/0 (100/100)
Israel
0/0 (100/100)
Israel
100/100 (100/100)
Israel
0/0 (100/100)
Macedonia
100/100 (100/100)
Israel
100/100 (0/0)
Matrix IT Infrastr. And Comm. (1986) Ltd***
Israel
0/0 (100/100)
Matrix IT Solutions Ltd.
Israel
100/100 (100/100)
Matrix IT Software Export Ltd ***
Israel
0/0 (100/100)
Forsoft Export Ltd *
Israel
0/0 (100/100)
The Israel Management Center
Israel
100/100 (100/100)
Connect: The Knowledge Network Corp.*
USA
100/100 (100/100)
Managware Ltd.
Israel
100/100 (0/0)
Matrix IT Multimedia Soiutions Ltd***
Israel
0/0 (100/100)
Matrix IT Advanced Inf. System Ltd
Israel
100/100 (100/100)
Blue IT Ltd
Israel
100/100 (100/100)
Sivan.com Ltd**
Israel
100/100 (100/100)
Matchpoint IT Ltd
Israel
90/90 (75/75)
Exzac Inc.
USA
100/100 (80/80)
Periscope Enterpr. And Managment Ltd
Israel
100/100 (100/100)
Matrix IT Holdings Ltd***
Israel
0/0 (100/100)
Sinfor Blue Ltd *
Israel
0/0 (100/100)
Doby Ofier Industrial Design Ltd
Israel
100/100 (100/100)
Babcom Centres Ltd
Israel
50.1/50.1 (50.1/50.1)
Exzac HK Ltd*
Hong Kong
0/0 (100/100)
Minix Systems & Communications Ltd***
Israel
0/0 (100/100)
Matrix BI Ltd
Israel
60/60 (60/60)
Matrix IT Infrastructures And
Communications***
Israel
0/0 (100/100)
Tiltan Systems Engineering Ltd
Israel
36/36 (36/36)
Netwise Applications Ltd
Israel
100/100 (100/100)
subsidiary company
associated company
* liquidated company
** company in liquidation
*** company liquidated following a merger within Matrix IT Group
50
E. Organizational structure of Sapiens International Corp. Group
Sapiens International Corp. NV
Netherlands Antilles
Sapiens International Corporation B.V.
Netherlands
100/100 (100/100)
Sapiens Technologies (1982) Ltd.
Sapiens Americas Corporation
Israel
100/100 (100/100)
USA
100/100 (100/100)
Sapiens Software Solutions (IDIT) Ltd.
Sapiens Software Solutions (Pension and Life) Ltd.
Sapiens North America Inc
Israel
100/100 (100/100)
Israel
100/100 (100/100)
Canada
100/100 (100/100)
IDIT Europe N.V.
Sapiens NA Insurance Solutions Inc.
Sapiens Japan Co.
Belgium
100/100 (100/100)
USA
100/100 (100/100)
Japan
90/90 (90/90)
IDIT APAC PTY. Ltd.
Neuralmatic Ltd.
Sapiens (UK) Ltd.
Australia
100/100 (100/100)
Israel
66/66 (66/66)
United Kingdom
100/100 (100/100)
Sapiens (Singapore) Insurance Solution
Sapiens (UK) Insurance Sofware Solutions Ltd.
Sapiens France S.A.S.
Singapore
100/100 (100/100)
United Kingdom
100/100 (100/100)
France
100/100 (100/100)
Sapiens Software Solutions (Decision) Ltd.
Formula Insurance Solutions (FIS) France
Sapiens Deutschland GmbH
Israel
97/97 (0/0)
France
100/100 (100/100)
Germany
100/100 (100/100)
Sapiens Decision NA Inc.
FIS-AU Pty Ltd.
Sapiens Israel Software Systems Ltd.
USA
100/100 (0/0)
Australia
100/100 (100/100)
Israel
100/100 (100/100)
Knowledge Partners International LLC
USA
100/100 (0/0)
Knowledge Partners EMEA Ltd
United Kingdom
100/100 (0/0)
subsidiary company
51
The Group holds shares in the companies of
Bielpolsoft j.v. and Soft Technologies which have
been excluded from these consolidated financial
statements because Asseco Group has no
influence on these entities whatsoever.
Park Wodny Sopot Sp. z o.o. seated in Sopot,
representing a 1.66% equity interest in that
company for the consideration of PLN 0.3 million.
This transaction was accounted for as an
acquisition of non-controlling interests.
During the period of 12 months ended
31 December 2014, the Group’s composition
changed as follows:
Acquisition of shares in Asseco Kazakhstan LLP
Asseco Poland
Registration of the merger of Asseco Poland S.A.
with PIW “POSTINFO” Sp. z o.o.
The merger of Asseco Poland S.A. with PIW
“POSTINFO” Sp. z o.o. seated in Warsaw was
registered on 2 January 2014. The merger was
effected pursuant to art. 492 § 1 item 1 of the
Commercial Companies Code (merger by
acquisition), this is by transferring all the assets of
Postinfo (being the acquired company) to Asseco
Poland (acting as the taking-over company).
Following the merger, the company of Postinfo
was dissolved without going into liquidation.
Because prior to the merger Asseco Poland held
100% of shares in the acquired company, the said
merger had no impact on these consolidated
financial statements of the Group.
Acquisition of shares in Park Wodny Sopot
Sp. z o.o.
On 18 March 2014, Prokom Investments S.A. and
Podkarpacki Fundusz Nieruchomości Sp. z o.o.
(hereinafter “PFN”) concluded an agreement,
under which Prokom Investments sold 18,143
shares in Park Wodny Sopot Sp. z o.o. seated in
Sopot, representing a 98.34% equity interest in
that company, to PFN, and furthermore authorized
PFN to pay the total sale price to Asseco Poland on
behalf and by assignment of Prokom Investments.
PFN accepted the assignment and became liable
and responsible directly to Asseco.
Since Asseco Poland also had a liability towards
PFN resulting from the acquisition of new shares in
PFN; therefore, on 18 March 2014, Asseco Poland
and PFN signed an agreement to offset their
mutual obligations.
As a result, Asseco’s liabilities to PFN have been
entirely extinguished with its receivables from
Prokom; whereas, PFN’s liabilities to Asseco have
been entirely compensated with the payment due
from Asseco for the acquisition of new shares in
PFN; hence mutual obligations of both the
companies have been offset.
On 11 June 2014, Asseco Poland signed an
agreement to acquire 51% of shares in New
Technology Integrator LLP, an information
technology company based in Almaty, Kazakhstan,
for the price of USD 1.0 million. Following this
transaction, the acquired company has been
renamed as Asseco Kazakhstan LLP.
Asseco Kazakhstan was founded in 2006.
Its operations include three business lines:
information security, information management,
and the newly launched cloud computing services.
The company focuses primarily on the public
sector
clients
as
well
as
on
large
telecommunications and energy enterprises.
Acquisition of treasury shares by Asseco Danmark
A/S
On 11 April 2014, Asseco Danmark acquired 200
own shares, representing 10% of its share capital.
The stake of shares was repurchased for
PLN 1.4 million (DKK 2.4 million). As a result of this
transaction, voting rights held by the Parent
Company in this company increased from 55% to
61.11%.
Because the repurchase price was approximately
equal to the carrying value of the acquired
non-controlling interest, this transaction had no
significant impact on the consolidated equity
attributable to shareholders of the Parent
Company.
Acquisition of treasury shares by Peak Consulting
ApS
On 26 November 2014, Peak Consulting ApS
acquired 5% of its own shares for the amount of
PLN 534 thousand (DKK 933 thousand). As a result
of this transaction, voting rights held by Asseco
Poland S.A. in this company increased from 70% to
73.78%.
Because the repurchase price was approximately
equal to the carrying value of the acquired
non-controlling interest, this transaction had no
significant impact on the consolidated equity
attributable to shareholders of the Parent
Company.
Subsequently, on 27 May 2014, PFN concluded an
agreement to acquire the remaining 307 shares in
52
Registration of the merger of Combidata Poland
Sp. z o.o. with Cyfrowa Edukacja Sp. z o. o.
On 3 June 2014, a merger between the companies
of Combidata Poland Sp. z o.o. and Cyfrowa
Edukacja Sp. z o. o. was registered. The merger
was effected pursuant to art. 492 § 1 item 1 of the
Commercial Companies Code (merger by
acquisition), this is by transferring all the assets of
Cyfrowa Edukacja (being the acquired company)
to Combidata Poland (acting as the taking-over
company). As a consequence the company of
Cyfrowa Edukacja was dissolved without going into
liquidation. Because prior to the merger the Group
held 100% of shares in Cyfrowa Edukacja, the said
merger had no impact on these consolidated
Acquisition of shares in Asseco Software Nigeria
Ltd.
On 28 July 2014, Asseco Poland acquired 5,100
thousand shares in Asseco Software Nigeria Ltd
seated in Lagos, Nigeria. The acquired shares
represent 51% of the share capital of Asseco
Software Nigeria and carry 51% of voting rights at
the general meeting of that company.
Establishing of Matrix Development Holding
GmbH and acquisition of shares in Silverback
MDM Pty Ltd.
On 26 September 2014, Matrix42 AG (a subsidiary
of Asseco DACH S.A.), together with the key
management personnel of Matrix42 AG,
established the company Matrix Development
Holding GmbH (Matrix42 holds 60% in the share
capital of Matrix Development Holding).
Subsequently, Matrix Development acquired 100%
of shares in the Australian company Silverback
MDM Pty Ltd. Silverback is a vendor of Enterprise
Mobility
Management
(EMM)
software.
This acquisition will help Matrix42 develop
comprehensive and mobile solutions that make life
easier for the people that deliver, manage and use
corporate IT. Apart from EMM solutions, Matrix42
will gain access to Silverback’s strong base of
customers, including major financial services
companies in the Asia Pacific region.
Asseco Central Europe
Acquisition of 100% of shares in Asseco Solutions
AG by Asseco Central Europe from Asseco DACH
S.A.
On 9 January 2014, Asseco Central Europe
acquired 100% of shares in Asseco Solutions AG
seated in Germany from Asseco DACH S.A.
This transaction was accounted for as an
acquisition of non-controlling interests.
Disposal of shares in Slovanet a.s.
On 27 June 2014, Asseco Central Europe, a.s.
signed an agreement to sell 51% of shares in
Slovanet, a.s. to the company SNET which, at the
transaction date, already held the remaining 49%
stake in Slovanet. Following this transaction, SNET
has become a sole shareholder of Slovanet.
As a result of that agreement, our control over
Slovanet was lost on 27 June 2014.
The impact of this transaction on these
consolidated financial statements has been
presented in explanatory note 5.
Acquisition of shares in eDocu a.s.
On 25 November 2014, Asseco Central Europe a.s.
acquired 32,468 shares in eDocu a.s. seated in
Bratislava, Slovakia. The acquired shares
represents 23% of the share capital of eDocu and
enable the Group to exert a significant influence
on the business operations of eDocu. The purchase
price amounted to PLN 1.8 million (EUR 430
thousand). The investment in eDocu a.s. has been
disclosed in these consolidated financial
statements under the equity method.
Disposal of shares in Crystal Consulting, s.r.o.
On 10 December 2014, Asseco Solutions, a.s.
signed an agreement to sell a 50% stake in its
associated company Crystal Consulting, s.r.o.
The total selling price of these shares amounted to
PLN 0.3 million (EUR 61 thousand), whereas
the investment in this associate was carried at
PLN 0.2 million (EUR 42 thousand), hence the gain
recognized on this transaction amounted to
PLN 0.1 million (EUR 19 thousand).
53
Asseco South Eastern Europe (hereinafter
“ASEE”)
Partial exercise of put options for non-controlling
interests in Matchpoint IT Ltd.
On 2 January 2014, a merger of our two Croatian
subsidiaries, namely ASEE Croatia (the taking-over
company) and EŽR Croatia (the acquired company)
was registered. This transaction had no impact on
these consolidated financial statements of the
Group.
In October 2014, Matrix IT Ltd., following a partial
exercise of put options, acquired non-controlling
interests representing a 15.1% stake in Matchpoint
IT Ltd for the amount of PLN 8.9 million (USD 2.8
million). As a result of this transaction, Matrix IT
Ltd. increased its shareholding in Matchpoint to
90.1%.
On 18 June 2014, the Company acquired 1% of
shares in ASEE Montenegro from ASEE Serbia, and
the remaining 99% of shares on 19 August 2014.
As a result of these transactions, ASEE Montenegro
has become a direct subsidiary of ASEE S.A. This
transaction had no impact on these consolidated
In the period of 12 months ended 31 December
2014, the company Platus d.o.o. (a subsidiary of
ASEE Croatia) has been liquidated. This transaction
had no significant impact on these consolidated
The process of liquidation of SC I.T.D Romania
seated in Bucharest (a subsidiary of ASEE Turkey)
was completed on 3 November 2014. This
transaction had no significant impact on these
consolidated financial statements of the Group.
Moreover, in 2014, ASEE Turkey established a new
subsidiary company NestPay that is going to offer
the NestPay family products directly to retailers
operating over the Internet.
Matrix IT Ltd.
Exercise of put options for non-controlling
interests in Exzac Inc.
In January 2014, Matrix IT, as a result of the
exercise of put options, acquired all of noncontrolling interests in Exzac Inc. The transaction
amounted to PLN 15.9 million (USD 5 million)
which was paid in cash to non-controlling
shareholders.
Acquisition of Hoshen Eliav Engineering Systems
Inc
In January 2014, Matrix IT finalized the acquisition
of 100% of shares in Hoshen Eliav Engineering
Systems Inc. The company focuses on providing
consulting services for security companies.
Acquisition of Manageware Ltd.
In October 2014, Matrix IT Ltd. acquired a 100%
stake in the company Manageware Ltd. for PLN
17.5 million (USD 5.5 million). Manageware Ltd. is
engaged in software marketing and provision of
other IT services.
Magic Software Enterprises Ltd. (hereinafter
“Magic”)
Acquisition of DataMind Ltd.
On 29 January 2014, Magic acquired 80% of shares
in DataMind Ltd seated in Israel. The company is a
specialized provider of Business Intelligence
solutions primarily for European and North
American customers.
Acquisition of F.T.S. Formula Telecom Solutions
Ltd.
On 1 October 2014, Magic Software Enterprises
Ltd acquired 100% of shares in the company
Formula Telecom Solutions Ltd.
Sapiens International Corp. NV (hereinafter
“Sapiens”)
Acquisition of Knowledge Partners International
LLC
On the break of July and August 2014, Sapiens
Decision NA Inc, a subsidiary of Sapiens
International Corporation, took over the company
Knowledge Partners International LLC (hereinafter
“KPI”). KPI is a pioneer and a recognized leader in
the provision of consulting and training services
related to supporting decision-making processes.
KPI owns the patent to the “Decision Model”
product. The purchase price comprised a cash
consideration of PLN 7.0 million (USD 2.2 million)
as well as a 3% stake in Sapiens Software Solutions
(Decision) Ltd.
Acquisition of TopQ (Aqua) Software
In March 2014, Matrix IT acquired 100% of shares
in TopQ (Aqua) Software. The acquired company is
specialized in the provision of tools and
automation of software testing processes.
54
Formula Systems Ltd (1985)
Issuance of shares by Magic Software Enterprises
Ltd. (hereinafter “Magic”)
On 28 February 2014, Magic completed the
process of issuance of 6,900,000 shares at the
price of USD 8.5 per share. The total capital raised
from this issuance reached approx. PLN 173.9
million (USD 54.7 million). The company intends to
use the issuance proceeds for general business
purposes, including financing of its working capital
and potential acquisitions. As a result of that
issuance, the equity interest and voting rights held
in Magic by Formula Systems (a subsidiary of
Asseco Poland) dropped to approx. 45.1%.
Acquisition of minority stakes in the companies
Magic, Matrix and Sapiens by Formula Systems
Ltd (1985)
Moreover, in the period of 12 months ended
31 December 2014, Formula Systems purchased
(on the stock market) minority stakes of shares in
its subsidiaries, namely Magic, Sapiens and Matrix,
which resulted in increasing the equity interests
and voting rights held by Formula Systems in these
companies. The total acquisition price of shares in
the above-mentioned three companies amounted
to PLN 62.9 million (USD 19.8 million).
These transactions have been accounted for as
transactions with non-controlling interests.
As described in item II.4, the Group carried out an
analysis and concluded that despite the lack of an
absolute majority of voting rights at the general
meeting of shareholders of Magic Software
Enterprises Ltd., there are other reasons which
indicate, in accordance with IFRS 10, that Magic is
still controlled by the Group.
Hence, this transaction has been accounted for as
a transaction with non-controlling interests and
resulted in an increase of our non-controlling
interest by PLN 145.5 million.
Acquisition of Insync Staffing Inc by Formula
Systems Ltd (1985)
On 4 April 2014, Formula Systems acquired a 90%
shareholding in Insync Staffing Inc, an American
provider of consulting services and human
resources outsourcing for the sectors of
technology and professional services (i.e. providers
of services in accounting and finance,
administration, customer service, health care,
human resources management, marketing, etc.).
The purchase price amounted to PLN 14.0 million
(USD 4.5 million). The management of Formula
believes this acquisition will strengthen the group’s
existing presence on the US market and help
expand the current customer base with leading
Fortune 500 companies.
55
V. INFORMATION ON OPERATING SEGMENTS
According to IFRS 8, an operating segment is a separable component of
the Group’s business for which separate financial information is available and
regularly reviewed by the chief operating decision maker in order to allocate
resources to the segment and to assess its performance.
Asseco Group has identified the following reportable segments (a reportable
segment is an operating segment that is required for disclosure under IFRS 8):
Polish market – this segment groups our companies which generate revenues
mostly in the domestic market. Performance of this segment is analyzed on
a regular basis by the Parent Company’s Management Board acting as the chief
operating decision maker. The Polish market segment comprises the following
companies: Asseco Poland, Asseco Business Solutions, Combidata, ZUI Novum,
ADH Soft, ZUI Otago, Asseco Systems, CK ZETO, SKG, PI ZETO Bydgoszcz,
Podkarpacki Fundusz Nieruchomości, Asseco Software Nigeria, and Gladstone
Consulting. The aforementioned companies offer comprehensive IT services
intended for a broad range of clients operating in the sectors of financial
institutions, public institutions and general business.
South Eastern European market – this segment groups our companies which
generate revenues mostly in the markets of Serbia, Romania, Croatia,
Macedonia, and Turkey. Performance of these companies is assessed on
a periodic basis by the Management Board of Asseco South Eastern Europe.
This segment is identical with the composition of Asseco South Eastern Europe
Group. The segment’s performance as a whole is subject to regular verification
by the Management Board of Asseco Poland. The aforementioned companies
offer comprehensive IT services intended for a broad range of clients operating
primarily in the sector of financial institutions.
intended for a broad range of clients operating in the sectors of financial
institutions, public administration and general business.
Israeli market – this segment includes our companies which generate revenues
mostly in North America, Japan, and Europe, Middle East, and Africa (EMEA
region). Performance of these companies is assessed on a periodic basis by the
Management Board of Formula Systems; hence, the segment’s composition
corresponds to the structure of Formula Systems Group. The segment’s
performance as a whole is subject to regular verification by the Management
Board of Asseco Poland.
Western European market – this segment includes our companies which
generate revenues mostly in the countries of Western Europe, including
Germany, Spain, Portugal, and Denmark. The segment’s performance as a whole
is subject to regular verification by the Management Board of Asseco Poland.
This segment is comprised of the following companies: Matrix42, Asseco Spain,
Asseco Danmark, Peak Consulting, and Necomplus Group.
Eastern European market – this segment gathers our companies which generate
revenues mostly in the countries of Eastern Europe. The segment’s performance
as a whole is subject to regular verification by the Management Board of Asseco
Poland. This segment is comprised of the following companies: R-Style Softlab,
Asseco Georgia, Sintagma, Asseco Lietuva, and Asseco Kazakhstan.
Revenues from none of our clients exceeded 10% of the Group’s total sales in
the period of 12 months ended 31 December 2014.
Central European market – this segment groups our companies which generate
revenues mostly in the markets of Slovakia, Czech Republic, and Hungary.
Performance of these companies is assessed on a periodic basis by the
Management Board of Asseco Central Europe. This segment is identical with the
composition of Asseco Central Europe Group. The segment’s performance as
a whole is subject to regular verification by the Management Board of Asseco
Poland. The aforementioned companies offer comprehensive IT services
56
12 months ended 31 December 2014
(audited)
Sales to external customers
Inter-segment sales
Operating profit (loss) of operating segment
Interest income 1
Polish market
Central European
market
South Eastern
European market
Israeli market
Western European
market
Eastern European
market
Eliminations
Total
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
1,677.2
492.3
499.3
2,951.0
460.3
151.8
4.3
1.2
1.6
-
0.3
0.1
(7.5)
6,231.9
-
298.3
50.3
46.0
187.8
33.7
20.5
0.1
636.7
11.2
0.8
1.1
4.8
2.8
0.4
(4.2)
16.9
Interest expenses 2
(16.9)
(0.4)
(1.9)
(25.4)
(1.2)
-
4.2
(41.6)
(64.6)
(11.7)
(7.2)
(35.7)
(7.9)
(4.1)
-
(131.2)
Non-cash items:
Depreciation and amortization (continuing
operations)
Impairment write-downs on segment assets
(92.3)
(19.8)
(23.0)
(98.8)
(16.0)
(8.4)
2.5
(255.8)
(2.3)
(2.6)
(1.3)
(2.9)
(0.7)
(0.6)
-
(10.4)
1.4
1.1
0.3
(0.9)
-
-
-
1.9
229.5
49.1
19.9
26.5
20.6
12.7
0.1
358.4
341.0
101.0
76.8
218.4
58.9
20.4
0.1
816.6
2,374.8
402.7
523.4
1,650.3
235.0
20.4
-
5,206.6
Share of profits of associates and jointly
controlled companies
Net profit/loss attributable to shareholders
of the Parent Company
3
Goodwill
1
Interest income on loans granted, debt securities, finance leases, trade receivables, and bank deposits
Interest expense on bank loans, borrowings, debt securities, finance leases, and trade payables
3 Cash generated from operating activities before income tax paid
2
57
12 months ended 31 December 2013
(audited, restated)
Sales to external customers
Polish market
Central European
market
South Eastern
European market
Israeli market
Western European
market
Eastern European
market
Eliminations
Total
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
1,763.2
398.5
469.0
2,579.9
482.3
87.1
6.7
2.0
1.4
0.4
0.2
-
(10.7)
-
302.6
54.7
41.6
167.0
36.1
0.6
(4.1)
598.5
12.1
0.9
2.0
2.5
1.5
-
(1.7)
17.3
(17.1)
-
(0.2)
(19.3)
(2.1)
-
1.7
(37.0)
(60.0)
(13.8)
(7.4)
(23.1)
(7.9)
(0.2)
-
(112.4)
Non-cash items:
Depreciation and amortization (continuing
operations)
Impairment write-downs on segment assets
(89.3)
(24.8)
(13.9)
(96.9)
(18.2)
(5.8)
1.1
(247.8)
(5.1)
(1.8)
-
(6.2)
0.4
-
-
(12.7)
2.6
1.4
0.5
(3.3)
0.2
-
-
1.4
201.8
44.4
18.4
25.1
20.5
0.4
(4.2)
306.4
403.6
72.9
48.7
269.3
71.0
15.6
(3.1)
878.0
2,387.0
338.5
517.0
1,487.4
287.5
18.4
-
5,035.8
Inter-segment sales
Operating profit (loss) of operating segment
Interest income 1
Interest expenses
2
Share of profits of associates and jointly
controlled companies
Net profit/loss attributable to shareholders
of the Parent Company
3
Goodwill
5,780.0
1
Interest income on loans granted, debt securities, finance leases, trade receivables, and bank deposits
Interest expense on bank loans, borrowings, debt securities, finance leases, and trade payables
3
Cash generated from operating activities before income tax paid
2
58
VI. EXPLANATORY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Sales revenues and operating costs
Operating revenues generated and operating costs incurred during the period of 12 months ended
31 December 2014 and in the comparable period were as follows:
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
Proprietary software and services
4,998.9
4,636.8
Third-party software and services
465.0
411.5
Hardware and infrastructure
763.9
725.8
4.1
5.9
6,231.9
5,780.0
Banking and Finance
2,213.9
2,031.1
General Business
2,512.8
2,258.4
Public Institutions
1,505.2
1,490.5
Total
6,231.9
5,780.0
Cost of goods and third-party services sold
(1,071.8)
(1,068.6)
Employee benefits
(2,840.2)
(2,531.5)
Depreciation and amortization
(253.4)
(247.8)
Third-party services
(861.4)
(718.9)
Other
(556.2)
(596.8)
Total
(5,583.0)
(5,163.6)
Cost of sales
(4,712.1)
(4,353.1)
Selling costs
(393.8)
(353.5)
Sales revenues by type of products
Other sales
Total
Sales revenues by sectors
Operating costs
Total
(477.1)
(457.0)
(5,583.0)
(5,163.6)
In the period of 12 months ended 31 December 2014, other operating costs were incurred primarily for
maintenance of property and business cars in the amount of PLN 356.4 million, as well as for business trips in
the amount of PLN 74.8 million. Whereas, in the comparable period, other operating costs included primarily
maintenance of property and business cars in the amount of PLN 288.3 million, as well as business trips in
the amount of PLN 61.4 million.
59
i.
Costs of employee benefits
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
(2,365.9)
(2,092.0)
Social insurance contributions
(176.7)
(156.0)
Retirement benefit expenses
(220.4)
(236.3)
(21.9)
(17.1)
Other costs of employee benefits
(55.3)
(30.1)
(2,840.2)
(2,531.5)
Salaries
Total employee benefit expenses
Average employment in the reporting period in full-time salaried jobs, i.e. employment in full-time jobs
adjusted for (reduced by) positions which are not salaried by the Group companies (such as an unpaid leave,
maternity leave, etc.), exclusive of companies whose financial results are disclosed under other operating
activities or discontinued operations, however inclusive of companies which joined the Group during
the reporting period (calculated proportionally to the period of their consolidation) equalled 17,721 persons
as compared with 16,401 persons in the comparable period.
ii.
Share-based payment transactions with employees
The costs of share-based payment transactions with employees correspond to stock option plans that were
awarded to employees and management members of companies incorporated within Formula Systems
Group. During the period of 12 months ended 31 December 2014, such costs amounted to PLN 21.9 million
as compared with PLN 17.1 million in the comparable period.
12 months ended
31 Dec. 2014
Stock option plan for managers of Formula Systems
Stock option plan for managers and employees of InSync Staffing
Group
Stock option plan for managers and employees of Matrix IT Group
Stock option plan for managers and employees of Magic Software
Enterprises Group
Stock option plan for managers and employees of Sapiens
International Corporation Group
Total costs of share-based payment transactions with employees
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
(11.1)
(10.2)
(0.1)
n/a
(0.8)
(3.0)
(5.0)
(1.0)
(4.9)
(2.9)
(21.9)
(17.1)
In March 2012, in connection with extending the managerial contract of Mr. Guy Bernstein (CEO of subsidiary
Formula Systems), the Board of Directors of Formula Systems awarded a new stock option plan for Mr. Guy
Bernstein, at the same time cancelling the previous option plan of September 2010, under which he was
entitled to acquire 543,840 ordinary shares in Formula Systems.
Under the new stock option plan, the CEO of Formula Systems is entitled to receive 1,122,782 options for
Formula Systems shares. The option vesting condition is to remain at the position of CEO of Formula Systems
or at least one of the subsidiaries of Formula Systems over the period defined in the stock option plan.
However, regardless of the CEO’s readiness to take the above-mentioned positions, the option plan
requirements shall also be considered satisfied if the failure to do so results from a direct request submitted
to the CEO by the Board of Directors of Formula Systems or of any of its direct subsidiaries, or from the fact
that performance of the above-mentioned functions is not possible due to formal obstacles arising from the
applicable laws, stock exchange regulations or corporate documents of Formula Systems or its subsidiaries,
where the CEO might serve as a director.
The vesting period will last till December 2019, whereas the option rights will be acquired in stages. The first
6.25% tranche of stock options available under the plan (i.e. 70,174 options) were already acquired in
60
September 2012. The remaining stock options have been vested on a quarterly basis starting from
30 September 2012. Hence, as from 30 September 2012, in each quarter the CEO has acquired the right to
35,087 options or 3.125% of the total number of stock options awarded. The exercise price of each option is
NIS 0.01. Pursuant to the terms of the option plan, all shares to be issued on the exercise of these options
will be deposited in a trust account, and the CEO of Formula Systems will not be able to exercise voting rights
or sell such shares until they are released from the trust account. Only those shares for which the vesting
period has expired may be released to Mr. Bernstein by the trustee.
In June 2013, all these options were exercised into shares and subsequently deposited with the trustee.
As at the exercise date, this is as at 3 June 2013, the vesting period for 175,435 options has already lapsed,
whereas rights to the remaining 947,347 options shall be acquired on a quarterly basis, during the period
from 1 April 2013 till 31 December 2019. Following the issuance of 1,122,782 shares by Formula Systems,
the equity interest held by Asseco Poland in Formula Systems dropped from 50.19% to 46.36%.
All the issued shares participate in dividends and carry voting rights; however, voting rights of shares
deposited with the trustee may be exercised by the trustee (which applies also to the shares for which
the vesting period has already lapsed). According to the provisions of the option plan, so long as the shares
offered under the stock option plan are deposited with the trustee, the trustee shall exercise the respective
voting rights proportionally to the rest of votes cast at a general meeting, not to affect the outcome of
the vote.
Consequently, taking into account the principles of voting by the trustee and the fact that as at 31 December
2014 all of these 1,122,782 shares remained deposited with the trustee, Asseco Poland S.A. retained
an absolute majority of voting rights at the general meeting of shareholders of Formula Systems in the period
of 12 months ended 31 December 2014.
iii.
Reconciliation of depreciation and amortization charges
The table below presents the reconciliation of depreciation and amortization charges reported in the income
statement with those disclosed in the tables of changes in property, plant and equipment (note 8) and
in intangible assets (note 9):
12 months ended
31 Dec. 2014
Note
Depreciation charge for the year as disclosed in the table of
changes in property, plant and equipment
Amortization charge for the year as disclosed in the table of
changes in intangible assets
Depreciation charge on investment property for the year
Amortization charge recognized directly in other comprehensive
income
Reduction of amortization charge due to recognition of a grant
to internally generated licenses
Amortization charges capitalized for development projects
in progress
Total depreciation and amortization charges disclosed in the
statement of cash flows
Depreciation charge transferred to other operating activities*
Depreciation and amortization charges recognized in discontinued
operations
Total depreciation and amortization charges recognized in
operating costs
8
9
10
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
(109.4)
(106.3)
(165.4)
(167.1)
(0.1)
(0.1)
0.8
0.8
5.3
1.9
0.4
0.1
(268.4)
(270.7)
2.4
-
12.6
22.9
(253.4)
(247.8)
* including primarily the depreciation charge on property, plant and equipment of the company Park Wodny Sopot Sp. z o.o.
61
2. Other operating income and expenses
Other operating income and expenses in the period of 12 months ended 31 December 2014 and in
the comparable period were as follows:
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
Gain on disposal of property, plant and equipment
4.3
3.0
Reversal of provision
1.4
1.3
Compensations received
2.3
3.6
Cash discounts and bonuses received
0.1
0.1
-
7.0
Gain on disposal of an organized part of enterprise
Proceeds from sports and recreational activities
21.5
8.3
Other
2.6
2.7
Total
32.2
26.0
As described in item II.8 of this report, in accordance with IFRS 10, the Group deemed that it maintains
control over the companies of Asseco Resovia S.A. and Gdyński Klub Koszykówki Arka S.A (hereinafter the
“sports clubs”). Because the business profile of both the above-mentioned companies is substantially
different from the Group’s core operations, we have decided to present the revenues generated by these
sports clubs in other operating activities, in the category of “Proceeds from sports and recreational
activities”.
Moreover, as described in explanatory note 11 to these consolidated financial statements, in March 2014,
the Group obtained control over the company of Park Wodny Sopot Sp. z o.o. Because the business profile of
Park Wodny Sopot is substantially different from the Group’s core operations, we have decided to present
the revenues generated by this company in other operating activities, in the category of “Proceeds from
sports and recreational activities”.
In the period of 12 months ended 31 December 2013, other operating income and expenses were also
significantly affected by the disposal of an organized part of enterprise, including two logistics projects, that
was made by our subsidiary Asseco Central Europe (CZ) to Arvato Services k.s. for the price of PLN 8.0 million
(EUR 2.0 million). The carrying value of the disposed business was increased by goodwill amounting to
PLN 1.4 million (EUR 348 thousand). Goodwill allocated to the disposed part of enterprise was determined to
reflect the proportion of the value of the disposed business to the value of the retained part of the cashgenerating unit representing the “Central European market” segment.
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
Loss on disposal of property, plant and equipment
Liquidation costs of property, plant and equipment, intangible
assets, and inventories
Impairment write-down on investment property
(0.2)
(0.4)
(1.1)
(1.7)
(5.5)
(7.6)
Creation of provisions
(1.9)
(3.1)
Charitable contributions to unrelated parties
(1.0)
(1.2)
Penalties and compensations
(0.3)
(0.5)
Costs of post-accident repairs
(1.1)
(1.1)
Costs related to proceeds from sports and recreational activities
(30.5)
(22.2)
Other
(2.8)
(6.1)
Total
(44.4)
(43.9)
62
In the year ended 31 December 2014, the Group reassessed the value of its real estate properties (land,
business premises and office buildings) classified in the category of investment property. Property valuations
prepared by professional appraisers in 2014 showed that the carrying values of some properties exceeded
their market values and therefore, as at 31 December 2014, the Group recognized an impairment write-down
on its investment properties in the amount of PLN 5.5 million. As a result of recognizing such a write-down,
the carrying value of our investment properties reflects their market value at 31 December 2014.
the carrying value of our investment properties reflected their market value at 31 December 2013.
3. Financial income and expenses
Financial income earned during the period of 12 months ended 31 December 2014 and in the comparable
period was as follows:
12 months ended
31 Dec. 2014
Financial income
Interest income on loans granted, debt securities, finance leases,
trade receivables, and bank deposits
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
16.9
17.3
0.4
0.4
12.2
2.8
28.1
0.4
16.8
11.2
4.0
3.0
Negative goodwill
3.0
-
Other financial income
0.9
1.3
Total financial income
82.3
36.4
Other interest income
Foreign exchange differences
Valuation/revaluation of financial assets and equity investments
at the balance sheet date
Revaluation of deferred payments for controlling interests in
subsidiaries
Exercise and/or valuation of financial assets carried at fair value
through profit or loss
In the line “Gain on valuation/revaluation of financial assets and equity investments”, in the period of
12 months ended 31 December 2014, the Group recognized PLN 28.1 million of income resulting from
the reversal of allowances for commercial papers and other receivables from Prokom Investments as such
receivables have been settled by Prokom. Moreover, following the settlement of our receivables by Prokom,
the Group recognized an interest income of PLN 3.0 million representing formerly unrecognized interest on
receivables from Prokom. This transaction has been described in detail in explanatory notes 15 and 17 to
these consolidated financial statements.
Negative goodwill recognized in the period of 12 months ended 31 December 2014 resulted primarily from
the final allocation of the purchase price of Insync Staffing Inc (see explanatory note 11 to these consolidated
financial statements).
63
Financial expenses incurred during the period of 12 months ended 31 December 2014 and in the comparable
period were as follows:
12 months ended
31 Dec. 2014
Financial expenses
Interest expense on bank loans, borrowings, debt securities,
finance leases and trade payables
Other interest expenses
Loss on foreign exchange differences
Expenses related to obtaining control over subsidiaries
Loss on valuation/revaluation of financial assets at the balance
sheet date
Loss on exercise and/or valuation of financial assets carried at fair
value through profit or loss
Loss on revaluation of deferred payments for controlling interests
in subsidiaries
Dividends paid out to non-controlling shareholders
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
(41.6)
(37.0)
(5.0)
(5.1)
(10.3)
(4.1)
(2.0)
(3.5)
(4.5)
(15.1)
(4.1)
(3.4)
(0.9)
(0.9)
(2.0)
(5.1)
Other financial expenses
(0.5)
(3.3)
Total financial expenses
(70.9)
(77.5)
Positive and negative foreign exchange differences are presented in net amounts (reflecting the surplus of
positive differences over negative differences or otherwise) at the level of individual subsidiaries.
Gain/loss on revaluation of deferred payments for controlling interests in subsidiaries resulted from changes
in the estimates of deferred contingent liabilities arising from the acquisition of controlling interests in
subsidiaries.
Dividends paid out to non-controlling shareholders represent dividends payable on non-controlling interests
subject to put options, in respect of which the Group has concluded that, under the terms and conditions of
the option contract, benefits incidental to the ownership of such puttable equity instruments shall be
transferred to the Group subsidiaries. If, under the purchase agreement, benefits incidental to the ownership
of such puttable equity instruments shall be transferred to the Parent Company, then at the date of
obtaining control as well as at each subsequent balance sheet date, non-controlling interests resulting from
such puttable equity instruments are not recognized. Hence, a business combination is accounted for as if,
at the date of obtaining control, the Parent Company acquired not only an equity interest in a subsidiary but
also any existing puttable equity instruments. Liabilities under put options are measured at fair value at each
balance sheet date; whereas, any changes in such estimates are recognized in the income statement
(as financial income/expense). The share of profits attributable to puttable equity interests is allocated to
the Parent Company.
4. Corporate income tax
The main charges on pre-tax profit resulting from corporate income tax (current and deferred portions):
12 months ended
31 Dec. 2014
Current corporate income tax and prior years adjustments
Deferred portion of income tax
Income tax expense as disclosed in the income statement
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
(116.6)
(117.3)
(14.6)
4.9
(131.2)
(112.4)
Regulations applicable to the value added tax, corporate income tax, personal income tax or social security
contributions are subject to frequent amendments, thereby depriving taxpayers of a possibility to refer to
well established legal decisions and precedents. The current regulations in force are not always
unambiguous, which may cause additional discrepancies in their interpretation. Tax settlements are subject
64
to control by the taxation authorities. Should any irregularities in tax settlements be detected, a taxpayer is
obliged to pay the outstanding amounts along with the statutory interest thereon. Payment of tax arrears
does not always release a taxpayer from penal and fiscal liability. In effect, the amounts of taxes payable
disclosed in the financial statements may be later changed, after they are finally determined by the taxation
authorities.
The table below presents the reconciliation of corporate income tax payable at the statutory tax rate on
profit before tax and share of profits of associates with the corporate income tax computed at the Group’s
effective tax rate.
12 months ended
31 Dec. 2014
Pre-tax profit
Statutory corporate income tax rate
Corporate income tax computed at the statutory tax rate
Difference due to different rate of corporate income tax paid
abroad
Income tax on dividends
Utilization of formerly unrecognized deferred tax asset related to
the prior years’ losses
Reversal of a provision for potential tax liabilities
Changes in the calculation of corporate income tax for the prior
years
Changes in income tax rates
Gain on revaluation of a conditional payment
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
648.1
557.4
19%
19%
123.1
105.9
17.4
18.6
6.9
7.6
(7.1)
(15.8)
(7.5)
(8.9)
(2.4)
0.6
-
(1.6)
3.0
2.6
(3.8)
-
Taxes and charges (PFRON)
0.8
0.7
Representation expenses
1.2
1.7
Non-tax-deductible expenses related to the disposal of Slovanet
Negative goodwill
Non-taxable income / non-tax-deductible expenses incurred
in a technological zone
Other permanent differences
Corporate income tax at the effective tax rate of
20.2% in 2014 and 20.2% in 2013
1.9
-
(1.0)
-
(1.3)
(0.9)
-
1.9
131.2
112.4
65
The table below presents information on deferred tax assets and liabilities:
Deferred tax liabilities, gross
Investment property
Intangible assets
Investments in associates accounted for using the
equity method
Shares in subsidiaries
Deferred tax assets, gross
31 Dec. 2014
31 Dec. 2013
31 Dec. 2014
31 Dec. 2013
(audited)
(audited, restated)
(audited)
(audited, restated)
PLN millions
PLN millions
PLN millions
PLN millions
37.7
35.8
11.8
13.6
-
0.1
2.2
1.5
145.9
155.7
3.5
7.2
-
-
-
0.1
-
-
0.4
0.4
Financial assets available for sale
-
-
1.3
1.2
Financial assets held to maturity
Financial assets carried at fair value through profit
or loss
Loans granted
-
Inventories
0.5
1.2
1.6
0.1
0.1
0.4
0.7
1.7
5.2
-
-
1.4
1.0
0.7
0.6
15.7
16.4
Trade receivables
0.2
6.9
5.8
6.0
Other receivables
47.6
31.7
9.6
13.3
7.1
11.8
-
-
Non-current assets classified as held for sale
Interest-bearing bank loans, borrowings and debt
securities
Provisions
0.7
0.8
0.6
-
-
-
0.2
0.6
-
-
13.8
13.5
Trade payables
-
0.1
0.2
0.1
-
-
23.7
26.5
Other liabilities
-
-
5.8
7.0
Accruals
-
0.1
27.6
26.9
Deferred income
Deferred income tax on share-based payment
transactions
Deferred income tax on dividend payments
-
-
6.3
6.7
-
-
6.5
4.3
2.1
2.5
-
-
-
-
139.4
151.0
243.6
248.4
n/a
n/a
n/a
n/a
278.1
302.6
n/a
n/a
(92.5)
(88.2)
n/a
n/a
185.6
214.4
135.2
120.3
77.2
86.3
Losses deductible against future taxable income
Deferred tax liabilities, gross
Deferred tax assets, gross
Write-down due to inability to realize a deferred tax
asset
Deferred tax assets, net
Deferred tax assets/liabilities, net
66
The Group made an estimate of taxable income planned to be achieved in the future and concluded it will
enable full recovery of deferred tax assets disclosed in these consolidated financial statements.
Deferred tax assets
Deferred tax assets (+)/liabilities (-), net
31 Dec. 2014
31 Dec. 2013
(audited)
(audited, restated)
PLN millions
PLN millions
77.2
86.3
(135.2)
(120.3)
(58.0)
(34.0)
Deferred tax assets resulting from the prior years’ tax losses, which were not recognized by the Group
amounted to PLN 92.5 million as at 31 December 2014 as compared with PLN 88.2 million as at 31 December
2013.
5. Discontinued operations
On 27 June 2014, Asseco Central Europe, a.s. (hereinafter “ACE”) signed an agreement to sell 51% of shares
in Slovanet, a.s. to the company SNET which, at the transaction date, already held the remaining 49% stake in
Slovanet. Following this transaction, SNET has become a sole shareholder of Slovanet. As a result of that
agreement, our control over Slovanet was lost on 27 June 2014.
The operations of Slovanet represented a separate major business line of the Group and therefore,
in accordance with IFRS 5, the results of Slovanet have been classified as discontinued operations.
In the Group management’s opinion, the following factors contributed to the conclusion that the operations
of Slovanet represented a major and a separate business line of the Group:

Slovanet was specialized in the provision of telecommunications services, such as the Internet, cable
television as well as telephone services to retail customers. At present, none of the Group
companies is engaged in this type of activities and the Group does not intend to launch such
operations in the near future;

Revenues generated by Slovanet exceeded PLN 150 million annually, representing approx. 3% of
the Group’s total sales;

Unlike other businesses within the Group, the operations of Slovanet required making significant in
working capital. As a result, Slovanet’s debt under bank loans and finance leases amounted to
PLN 49.9 million, accounting for over 5% of the Group’s total debt as at the date of losing control
over that company.
The selling price of shares held by ACE amounted to PLN 46.1 million (EUR 11 million) and was entirely paid in
2014. The transaction-related expenses amounted to PLN 8.4 million (2.0 million EUR). Hence, net proceeds
from the disposal of Slovanet amounted to PLN 37.7 million (EUR 9.0 million).
The value of disposed net assets in Slovanet amounted to PLN 41.4 million (EUR 9.5 million), whereas
the non-controlling interest was worth PLN 18.1 million (EUR 4.4 million) and the transaction related
expenses amounted to PLN 8.4 million (EUR 2.0 million). Hence, pre-tax gain on disposal of shares in Slovanet
reached PLN 13.8 million (EUR 3.3 million).
67
The detailed results of discontinued operations for the reporting period are presented in the table below:
12 months ended
31 Dec. 2014
Sales revenues
Cost of sales
Selling costs
Net profit on sales
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
79.5
152.5
(64.4)
(120.7)
15.1
31.8
(10.7)
(21.0)
(2.6)
(5.3)
1.8
5.5
0.7
1.0
(0.2)
-
Operating profit
2.3
6.5
Financial income
-
0.2
(0.9)
(1.6)
1.4
5.1
(0.7)
(1.6)
0.7
3.5
Gain on disposal of discontinued operations
13.9
-
Tax on the gain on disposal of discontinued operations
(4.9)
-
9.7
3.5
8.8
1.7
0.9
1.8
Net cash generated from operating activities of discontinued
operations
5.4
24.0
(3.9)
n/a
Basic EPS from discontinued operations for the reporting period
0.11
0.02
Diluted EPS from discontinued operations for the reporting period
0.11
0.02
Financial expenses
discontinued operations
Corporate income tax (current and deferred tax expense)
Net profit from discontinued operations for the reporting period
Attributable to:
Cash and cash equivalents of discontinued operations
as at the date of losing control *
Earnings per share (in PLN):
* As at the date of losing control over Slovanet, its cash and cash equivalents were negative because the balance of revolving loan
facilities used as part of Slovanet’s cash management exceeded the company’s cash balance.
Because the Group lost control over Slovanet before 30 June 2014, the assets and liabilities of Slovanet were
not included in the Group’s consolidated statement of financial position made as at 31 December 2014.
The book values of particular classes of assets and liabilities of Slovanet, which were derecognized from
the Group’s consolidated statement of financial position as at the date of losing control, are presented in
the table below:
68
Carrying values of assets and liabilities of Slovanet as at the date of
losing control
(unaudited)
PLN millions
Assets
81.6
Intangible assets
16.3
Goodwill
7.8
Trade receivables
20.2
Other receivables
0.7
Inventories
0.7
2.6
Cash and short-term deposits
Total assets
5.4
135.3
Liabilities
43.1
Trade payables
12.8
Other liabilities
Accruals and deferred income
Total liabilities
9.8
4.3
21.0
2.9
93.9
6. Earnings per share
Basic earnings per share are computed by dividing net profit for the reporting period attributable to
shareholders of the Parent Company by the weighted average number of ordinary shares outstanding during
that reporting period.
Diluted earnings per share are computed by dividing net profit for the reporting period attributable to
shareholders of the Parent Company by the adjusted (for the diluting impact of potential shares) weighted
average number of ordinary shares outstanding during that financial period, adjusted by the impact of
diluting elements.
Both during the reporting period and the comparable period, there were no elements that would cause a
dilution of earnings per share.
The table below presents net profits and numbers of shares used for the calculation of earnings per share:
12 months ended
31 Dec. 2014
Weighted average number of ordinary shares outstanding,
used for calculation of basic earnings per share
Net profit attributable to shareholders of the Parent Company
from continuing operations for the reporting period (in PLN
millions)
Consolidated earnings per share from continuing operations for
the reporting period (in PLN)
Net profit attributable to shareholders of the Parent Company
for the reporting period (in PLN millions)
Consolidated earnings per share for the reporting period (in PLN)
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
83,000,303
83,000,303
349.7
305.6
4.21
3.68
358.4
306.4
4.32
3.69
69
7. Information on dividends paid out
In 2014 the Parent Company paid out to its shareholders a dividend for the year 2013. On 12 May 2014,
the Ordinary General Meeting of Shareholders of Asseco Poland S.A. passed a resolution to allocate
PLN 215.8 million out of the Company’s net profit for the financial year 2013 to payment of a dividend
amounting to PLN 2.60 per share. The remaining portion of net profit in the amount of PLN 64.5 million was
allocated to reserve capital. The dividend record date was set for 21 May 2014; whereas, the dividend
payment was scheduled for 5 June 2014.
In 2013 the Parent Company paid out to its shareholders a dividend for the year 2012. On 24 April 2013,
the Ordinary General Meeting of Shareholders of Asseco Poland S.A. passed a resolution to allocate
PLN 200.0 million out of the Company’s net profit for the financial year 2012 to payment of a dividend
amounting to PLN 2.41 per share. The remaining portion of net profit in the amount of PLN 123.7 million was
allocated to reserve capital. The dividend record date was set for 20 May 2013; whereas, the dividend
payment was scheduled for 4 June 2013.
70
8. Property, plant and equipment
The net book value of property, plant and equipment, during the period of 12 months ended 31 December 2014 and in the comparable period, changed as a result of
the following transactions:
for 12 months ended 31 December 2014
(audited)
Net book value of property, plant and equipment
as at 1 January 2014
Additions, of which:
Purchases and modernization
Obtaining control over subsidiaries*
11
Finance leases
Transfers from tangible assets under construction to tangible assets
Transfers from inventories to tangible assets
Reductions, of which:
Depreciation charges for the reporting period
Disposal and liquidation
Loss of control over subsidiaries**
Transfers from tangible assets under construction
as at 31 December 2014
Computers and
other office
equipment
Land and buildings
5
Transportation
vehicles
Other tangible
assets
Tangible assets
under construction
Total
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
433.0
206.6
29.7
28.4
9.5
707.2
96.1
94.7
14.1
5.2
33.2
243.3
4.6
54.4
11.2
4.1
33.2
107.5
89.3
0.4
-
1.1
-
90.8
-
2.6
2.4
-
-
5.0
2.2
34.1
0.5
-
-
36.8
-
3.2
-
-
-
3.2
(63.0)
(104.0)
(15.1)
(8.0)
(42.6)
(232.7)
(28.2)
(62.6)
(11.2)
(7.4)
-
(109.4)
-
(2.3)
(2.0)
(0.6)
-
(4.9)
(34.8)
(39.1)
(1.9)
-
(5.8)
(81.6)
-
-
-
-
(36.8)
(36.8)
2.1
3.5
0.1
0.4
0.2
6.3
468.2
200.8
28.8
26.0
0.3
724.1
* of which PLN 89.5 million representing the value of property, plant and equipment in Park Wodny Sopot Sp. z o.o.
** Disposal of shares in Slovanet a.s.; this transaction has been described in more detail in explanatory note 5 to these consolidated financial statements.
71
Computers and
other office
equipment
Land and buildings
(audited, restated)
as at 1 January 2013
Transportation
vehicles
Other tangible
assets
Tangible assets
under construction
Total
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
444.4
180.1
29.0
27.0
6.1
686.6
49.9
86.2
14.5
5.1
34.9
190.6
16.8
64.4
8.0
2.8
34.9
126.9
20.4
4.5
-
-
-
24.9
Finance leases
Transfers from tangible assets under construction to tangible assets
Transfers from inventories to tangible assets
Transfers from tangible assets under construction
-
3.6
2.9
-
-
6.5
12.7
12.9
3.6
2.3
-
31.5
-
0.8
-
-
-
0.8
(62.9)
(60.5)
(13.6)
(8.1)
(31.5)
(176.6)
(27.5)
(59.3)
(11.8)
(7.7)
-
(106.3)
(1.5)
(1.2)
(1.8)
(0.4)
-
(4.9)
-
-
-
-
(31.5)
(31.5)
Reclassifications to “Investment property”
10
(18.9)
-
-
-
-
(18.9)
Reclassifications to “Non-current assets classified as held for sale”
21
(15.0)
-
-
-
-
(15.0)
1.6
0.8
(0.2)
4.4
-
6.6
433.0
206.6
29.7
28.4
9.5
707.2
as at 31 December 2013 (audited, restated)
During the period of 12 months ended 31 December 2013, several of the Group’s real estate properties (land, business premises and office buildings), which are intended
for disposal, were reclassified from ‘investment property’ to ‘non-current assets held for sale’. This has been described in more detail in explanatory notes 10 and 21 to
72
9. Intangible assets
The net book value of intangible assets, during the period of 12 months ended 31 December 2014 and in the comparable period, changed as a result of the following
transactions:
(audited)
Net book value of intangible assets as at 1 January 2014
Internally generated
software and
licenses
Costs of
development
projects in progress
Purchased software,
patents, licenses and
other intangibles
Intangible assets
recognized in
business
combinations
“ASSECO”
trademark
Total
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
124.4
93.8
73.1
577.1
137.6
1,006.0
63.6
70.4
12.5
29.7
-
176.2
-
-
11.8
-
-
11.8
-
-
0.7
29.7
-
30.4
-
70.4
-
-
-
70.4
63.6
-
-
-
-
63.6
(62.9)
(63.6)
(27.9)
(93.7)
-
(248.1)
Amortization charges for the reporting period
(62.9)
-
(22.2)
(80.3)
-
(165.4)
-
-
(2.3)
(0.3)
-
(2.6)
-
-
(3.4)
(13.1)
-
(16.5)
-
(63.6)
-
-
-
(63.6)
(2.8)
(0.2)
5.1
0.3
-
2.4
5.2
-
(4.8)
(0.4)
-
-
(2.4)
9.1
1.9
9.4
-
18.0
125.1
109.5
59.9
522.4
137.6
954.5
11
Capitalization of project development costs
Transfers from the costs of development projects in progress
Loss of control over subsidiaries
Transfers to internally generated software
Impairment write-downs (+/-)
Changes in presentation method (+/-)
Net book value of intangible assets as at 31 December 2014
5
73
For impairment testing purposes, intangible assets are allocated to individual cash-generating units or groups of cash-generating units, which are constituted by individual
subsidiaries or groups of subsidiaries. The conducted annual impairment tests have been described in more detail in explanatory note 12 to these consolidated financial
statements. The recoverable amount of the costs of development projects in progress was measured as at the balance sheet date by analyzing the future cash flows to be
generated by each of such ongoing projects. Based on the carried out analysis, it was determined that the costs of development projects in progress were not impaired as
at the balance sheet date.
(audited)
Net book value of intangible assets as at 1 January 2013
Internally generated
software and
licenses
Costs of
development
projects in progress
Purchased software,
patents, licenses and
other intangibles
Intangible assets
recognized in
business
combinations
“ASSECO”
trademark
Total
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
134.4
60.5
78.7
526.6
137.6
937.8
51.8
85.2
29.4
94.9
-
261.3
-
-
24.8
-
-
24.8
0.7
7.7
4.6
94.9
-
107.9
-
77.5
-
-
-
77.5
51.1
-
-
-
-
51.1
(60.6)
(51.1)
(27.2)
(81.4)
-
(220.3)
Amortization charges for the reporting period
(60.6)
-
(25.1)
(81.4)
-
(167.1)
-
-
(2.1)
-
-
(2.1)
Transfers to internally generated software
-
(51.1)
-
-
-
(51.1)
(1.4)
1.9
(7.5)
7.0
-
-
0.2
(2.7)
(0.3)
30.0
-
27.2
124.4
93.8
73.1
577.1
137.6
1,006.0
Capitalization of project development costs
Transfers from the costs of development projects in progress
Changes in presentation method (+/-)
Net book value of intangible assets as at 31 December 2013
74
Development projects
In 2014 as well as in the comparable period, the development projects carried out by the Group focused on
the generation of new software or significant modification/extension of already marketed applications.
The Group’s policy pertaining to the capitalization of the costs of development projects in progress is
described item 9 of Chapter III “Significant accounting policies”.
In the year ended 31 December 2014, total development project costs which qualified for capitalization
amounted to PLN 70.4 million (vs. PLN 77.5 million in the comparable period) and they were incurred by
the following operating segments:
Polish market
12 months ended
31 Dec. 2014
12 months ended
31 Dec. 2013
(audited)
(audited, restated)
PLN millions
PLN millions
15.1
12.7
8.2
12.7
9.6
9.1
Israeli market
Total
0.2
5.6
32.7
33.8
4.6
3.6
70.4
77.5
Polish market
During the period of 12 months ended 31 December 2014, within the Polish market segment, the largest
expenditures for development work were made by Asseco Poland S.A (PLN 7.2 million) and Asseco Business
Solutions S.A. (PLN 6.1 million).
The largest development projects conducted by the Parent Company during the year ended 31 December
2014 included the following:

Public Services Card
The main task of this project will be to automate the process of collecting cashless smart card payments
made for services provided by public administration, local government and public benefit institutions, as well
as to create an interface to external payment clearing systems.
The research phase was performed as part of the Silesian Public Services Card project carried out for KZK
GOP, whereas its development phase has been commenced from the beginning of the third quarter of 2014.
Until 31 December 2014, total expenditures that have been capitalized as intangible assets amounted to
PLN 3.4 million. The project is scheduled for completion till 31 December 2015.

SOUG (Group Insurance Management System)
This project is intended to create an IT module for the definition and management of group insurance
products. This software enables flexible configuration of insurance products based on risks, clauses,
occupations, base rates, terms and conditions, as well as other parameterization dictionaries.
The research phase of this project was initiated in the second quarter of 2011, whereas its development
phase in the third quarter of 2013. Until 31 December 2014, total expenditures that have been capitalized as
intangible assets amounted to PLN 2.0 million, of which PLN 1.0 million in 2014 alone. The project is
scheduled for completion till 30 June 2015.

Asseco Medical Network
This system is dedicated for the networks of public and non-public healthcare centers, which provide medical
services within in-house, closed or specialized treatment schemes, this is for the networks of hospitals and
specialist outpatient clinics. This software is distinguished by its interoperability and expandable
functionality, cooperation with Data Centers, definable workflow, as well as scalable system architecture.
75
The research phase of this project was initiated in March 2014, whereas its development phase in June 2014.
PLN 0.8 million. The project is scheduled for completion in the third quarter of 2016.

def3000/CBP
The main objective of def3000/CBP (Customer Banking Platform) solution will be to enable access to
the system’s business functionality by means of the so-called mini-applications, i.e. software components
that communicate with other elements of the system through a defined, open interface. In addition,
the software will provide the following functionality:





multiple banking products and services for bank customers within one platform accessible over
the Internet;
flexible arrangement of the offered functions by grouping them within dedicated miniapplications;
active responding to the needs of bank customers through the interpretation and prediction of
activities;
possibility of extending the offered functionality by external service providers;
ability to use the system on any desktop, tablet or mobile device with a web browser.
The development phase of this project was initiated in January 2014. Until 31 December 2014, total
expenditures that have been capitalized as intangible assets amounted to PLN 0.6 million. The project is
scheduled for completion in the third quarter of 2015.

Consolidator
CCR (Comprehensive Consolidated Reporting) is a web-based application, operating in the cloud, which is
designed to support the process of preparation of consolidated financial reports. The application features
flexible mechanisms allowing to define various types of statements and reports. It also enables the creation
of summaries to facilitate the analysis of financial data. Built-in mechanisms allow for rapid implementation
of changes in the templates applied for financial reporting.
In addition to the functionality of entering and verification of financial reports and intragroup transactions,
the CCR application provides support for the entire process of consolidation, including the calculation of
consolidation eliminations (automatic and manual), as well as conversion of currencies. Furthermore,
the application is capable of importing and exporting of .xls files and has a built-in communicator, allowing to
share comments among participants in the consolidation process.
The research phase of this project was initiated in January 2012, whereas its development phase in October
2012. Until 31 December 2014, total expenditures that have been capitalized as intangible assets amounted
to PLN 1.4 million, of which PLN 0.6 million in 2014 alone. The project is scheduled for completion till the end
of 2015.

BSS Cloud
The aim of this project is to create a product allowing for comprehensive handling of processes performed by
Business Support Systems of retail and wholesale telecommunications and television operators, both smallsized (with up to 1000 subscribers) and medium-sized (with up to 10,000 subscribers). As a result, Asseco
Poland will be able to offer comprehensive BSS and Network Inventory for the above-mentioned service
providers.
The research phase of this project was initiated in April 2014, whereas its development phase in May 2014.
PLN 0.4 million. The project is scheduled for completion till the end of 2015.
76
Asseco Business Solutions S.A. incurred expenditures for the development of five products. The largest
expenditures (PLN 2.7 million) were made to develop the Mobile Touch 4.0 application – a mobile SFA/CRM
system taking advantage of the latest touchscreen technologies. ABS Mobile Touch is a multiplatform
application designed to run on mobile devices, such as tablets and smartphones with iOS (Apple) and Android
operating systems. This application is intended to support sales operations conducted in the field.
Another product developed by Asseco Business Solutions in 2014 was Asseco ERP 7.0 – an innovative,
advanced and comprehensive ERP/MRP system which facilitates work across major business functions,
including finance and accounting, human resources and payroll, sales, logistics, controlling, production,
BI and WMS; the actual configuration of the target solution depends on the nature of business operations
and the associated management needs. Expenditures capitalized under this project in 2014 amounted to
PLN 1.5 million.
The third major product, in terms of development spending in 2014, was WP WF - WIN – a set of applications
for the management of small and medium-sized enterprises, designed to help operate the departments of
sales, finance and accounting, human resources, and mobile employees. In 2014, expenditures capitalized
under this project amounted to PLN 1.1 million.
Additionally, in 2014, the company capitalized the development costs of two other products Asseco ERP HR
7.0 and Faktor 3.1, which amounted to PLN 0.5 million and PLN 0.3 million, respectively. The first of these
tools is designed to support the HR management, while accommodating to the client’s individual needs and
specific operations. This application is capable of handling the complete processes of payroll and human
resources management, recruitment of employees, social programs, and planning of trainings. Whereas,
Faktor 3.1 is a program designed to provide full support for businesses engaged in factoring services,
receivables management, as well as debt collection services. This system can be operated by independent
providers of factoring services as well as by banks, offering such services as part of their banking operations.
In the year ended 31 December 2014, capitalized costs of development projects carried out by ASEE Group
amounted in total to PLN 8.2 million.
Within the Banking Solutions segment, capitalized development expenditures, amounting to PLN 5.7 million,
were primarily related to the new lines of ASEBA Experience products – state-of-the-art banking software
offered in the areas of distribution channels, core banking systems, and Business Intelligence solutions.
Due to the development of our ASEBA and ASEBA Experience product lines, in 2014 we capitalized
expenditures for the Experience solutions platform, Product Studio (banking products management solution),
and ASEBA PFM (personal finance management solution). Furthermore, in 2014 we capitalized expenditures
made for the development of InACT software (transaction monitoring, anti-fraud and anti-money laundering
solution) as well as LeaseFlex software (fully-fledged lease and asset lifecycle management solution
dedicated to leasing companies).
The Payment Solutions segment develops a solution marketed under the NestPay® brand. It is a B2B platform
handling the settlements of online card payments between headquarters and a network of dealers, which is
designed to enable banks to offer card acceptance services for web merchants.
A major product developed by the Systems Integration segment in 2014 was Fidelity – comprehensive
solution that automates the full lifecycle of assets and spending processes.
In the “Western European market” segment, development expenditures totalled PLN 9.6 million in 2014, and
most of the them (PLN 8.3 million) were incurred by Matrix 42 AG, a subsidiary of Asseco DACH.
The company’s development work in 2014 focused on two projects: Workspace Management Cloud Version
and My Workspace.
My Workspace project is associated with using cloud-based technologies. This solution provides users with
an easy, secure, centralized and controlled remote access to applications and data, regardless of the
operated hardware platform. This software can be easily and seamlessly integrated with the client’s
infrastructure. Expenditures capitalized under this development project in 2014 amounted to PLN 7.5 million
(EUR 1.8 million).
77
Workspace Management Cloud Version has expanded the company’s product portfolio with an application
for the management of workspace in the cloud. Workspace Management is the crowning product of Matrix
42 that allows for centralization, automation and simplification of installations, as well as proper deployment
and management of both software and hardware resources through self-service web portals. The project
development work was completed in the first quarter of 2014. The total amount of expenditures capitalized
under the project reached PLN 10.3 million (EUR 2.5 million), of which PLN 0.8 million (EUR 0.2 million) were
incurred in 2014.
Israeli market
In the “Israeli market” segment, expenditures for development work amounted to PLN 32.7 million and were
made by Magic Software and Sapiens International companies.
In 2014, Magic continued to develop its flagship products: Magic xpa 3.0 and xpa 3.1, as well as Magic xpi.
In addition, in response to the market demand, the company has commenced the development of new
offline applications that could be operated on mobile devices without connecting to the Internet, equally
efficiently as if being connected.
Described below are the key development projects carried out by Magic in 2014:



Magic xpa – Mobile Android – preparation of a “mobile client” application for Android and iOS
platforms (the company has already offered such solutions for Windows Mobile and BlackBerry
systems). The development work was mainly aimed to enrich the xpa platform with the support for
GigaSpaces XAP solutions acting as an intermediate layer, as well as to add a gateway enabling
the use of GigaSpaces database. Moreover, the Studio component was upgraded by adding a new
version of the Form Designer software, featuring tools that facilitate working with forms designed
for mobile devices, as well as by providing a new version of the Expression Editor module.
Magic xpi – a server integrating with GigaSpaces IMDG technology, which is aimed to entirely
replace the remaining middleware offered by the company. The development work resulted in
the creation of a new version of the Magic Monitor module, an intuitive “dashboard” for
the management and supervision of projects. Magic Monitor provides real-time information on
the activity of launched projects as well as on the status (e.g. workload) of infrastructure.
Further improvements were related to the xpi platform operation in a multi-server environment and
its integration with Salesforce services.
Magic xpi Connectors – a set of tools allowing for integration with the following systems: Dynamics
CRM 2013, Dynamics CRM 2015, Dynamics AX, SugarCRM, as well as Google applications: Google
Drive, Google Docs, and Google Calendar.
Whereas, development work carried out by Sapiens International in 2014 focused on upgrading the solutions
of ALIS (v6.5) and IDIT (v12.1).
ALIS is a comprehensive L&P (Life&Pension) software package for the management of individual, group and
employee insurance products. ALIS manages the entire lifecycle of insurance policies, from marketing
activities, through underwriting processes and claims processing, to all tasks related to termination of the
insurance period. ALIS v6.5 delivers innovative solutions to support life and endowment insurance
operations, and in the future it will be also enhanced with new functionalities within the existing modules.
The project is planned to be completed in the first half of 2015.
The second product developed by Sapiens in 2014 was IDIT v12.1, a component-based insurance solution
intended primarily for European and Asian markets. This software supports traditional property and casualty
insurances, direct insurance and bank assurance products, as well as other operations of insurance brokers.
IDIT integrates front- and back-office processes, allowing for development of new insurance products,
management of insurance policies, underwriting, running a call center, and handling remote users and
partners. Expenditures capitalized under this project in 2014 amounted to PLN 3.3 million (USD 1.1 million).
Development of the current version of this software is scheduled to be finalized at the beginning of 2015.
78
Within the “Eastern European market” segment, only the Moscow-based R-Style Softlab capitalized its
expenditures for development projects which amounted to PLN 4.6 million (RUB 55.8 million) and included:

RS-Bank Integration Component (Services)
RS-Bank is an integrated IT system designed for banks. Thanks to its flexibility, openness and reliability,
the system provides support for a full range of modern banking services, while ensuring a high level of
security and user satisfaction.
The capitalized expenditures were made for the development of a functionality responsible for integration of
the RS-Bank application with external systems based on the service-oriented architecture (SOA).
Expenditures capitalized under this project in 2014 amounted to PLN 2.3 million (RUB 27.8 million).

Interbank v. 5.7
The second project that was developed by R-Style Softlab in 2014 is the Interbank RS line of products.
Interbank RS is a state-of-the-art software that can be easily integrated with the existing core banking
systems, back-office applications and other systems. The Interbank RS platform solves the problem of
creating a unified space for the development of corporate and retail banking. Based on the Interbank RS
platform, the company also developed a variety of applications, including Internet banking for private and
corporate customers, Enterprise Cash Management module, and a wide range of front-office applications.
In 2014, capitalized expenditures amounted to PLN 2 million (RUB 23.8 million) and were made for further
development of remote customer service channels (services available over the Internet, through a web
browser or mobile device applications) as well as for improving the system’s scalability, e.g. in the event of
expanding the underlying server infrastructure.

Business Universe RS
This product is designed to enable automation of banking processes in the segment of Top-30 banks in
Russia. A characteristic feature of this system is its architecture which is based on independent intercommunicating components, which are responsible for specific areas of the bank’s operations.
In 2014, capitalized expenditures amounted to PLN 0.3 million (RUB 4.1 million) and were made for
the development of online banking for retail customers.
79
10. Investment property
The net book value of investment property, during the period of 12 months ended 31 December 2014 and in
the comparable period, changed as a result of the following transactions:
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
32.9
1.6
-
46.8
-
27.9
-
18.9
(0.4)
(8.0)
(0.1)
(0.1)
Note
Net book value of investment property as at 1 January
Purchases
Reclassifications from “Property, plant and equipment”
8
(0.3)
(0.2)
Reclassifications to “Assets held for sale”
21
-
(7.7)
Impairment write-downs
2
(5.5)
(7.6)
Exchange differences on translation of foreign operations:
-
0.1
Net book value of investment property as at 31 December
27.0
32.9
the carrying value of our investment properties reflects their market value at 31 December 2014.
In the comparable period, we have made a significant reclassification of assets from the category “Property,
plant and equipment” to the category of “Investment property”. Changes in the presentation method
involved:

land with an undetermined future purpose as at the date of reclassification;

business premises which are no longer used by the Group to provide services or carry out
administrative tasks.
In the year ended 31 December 2013, the Company verified the value of its investment properties. Property
valuations prepared by professional appraisers showed that the carrying values of some properties exceeded
the carrying value of our investment properties reflected their market value at 31 December 2013.
11. Goodwill
For impairment testing purposes, goodwill arising from obtaining control over subsidiaries is allocated by
the Group in the following way:

to the groups of cash-generating units that constitute an operating segment; or

to individual subsidiaries; or

to operating segments identified by the Parent Company (including: Banking and Finance, Public
Administration, General Business, or Infrastructure).
80
The following table presents the amounts of goodwill as at 31 December 2014 and in the comparable period,
indicating the type of cash-generating units to which it has been allocated:
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
groups of companies that constitute an operating segment
926.1
855.5
Asseco Central Europe Group
402.7
338.5
Asseco South Eastern Europe Group
523.4
517.0
2,203.3
2,084.7
1,650.3
1,487.4
Magic Software Enterprises Ltd.
569.4
488.5
Matrix IT Ltd.
660.1
623.2
individual subsidiaries or groups of subsidiaries (narrower than a
segment)
Israeli market (Formula Systems Group), of which:
Sapiens International Corporation N.V.
420.8
375.7
Western European market, of which:
235.0
287.5
Asseco Solutions A.G. 3)
-
69.3
168.1
153.2
Asseco Spain S.A.
18.2
17.7
Necomplus S.L.
16.3
15.9
32.4
31.4
Eastern European market, of which:
20.4
18.4
UAB Sintagma 2)
16.0
15.5
Matrix42 A.G.
Asseco Danmark
A/S1)
Asseco Georgia LLC
2.6
2.9
1.8
n/a
Polish market, of which:
297.6
291.4
172.3
172.3
Combidata Poland Group
36.1
36.1
Gladstone Consulting Ltd
33.8
29.1
ADH-Soft Sp. z o.o.
4.2
4.2
ZUI OTAGO Sp. z o.o
22.0
22.0
ZUI Novum Sp. z o.o
0.3
0.3
C.K. Zeto Łódź S.A.
3.1
3.1
SKG S.A.
4.4
4.4
19.9
19.9
1.5
n/a
2,077.2
2,095.6
P.I. Zeto Bydgoszcz S.A.
Asseco Software Nigeria Ltd.
operating segments identified within the Parent Company
Goodwill allocated to the segment of “Banking and Finance”
4)
900.1
918.5
Goodwill allocated to the segment of “Public Administration”
916.4
916.4
Goodwill allocated to the segment of “General Business”
129.7
129.7
Goodwill allocated to the segment of “Infrastructure”
131.0
131.0
5,206.6
5,035.8
1)
Goodwill recognized on the acquisition of Asseco Danmark and Peak Consulting.
2) Goodwill recognized on the acquisition of Sintagma UAB and Asseco Lietuva UAB.
3)
Because the company of Asseco Solutions A.G. was moved within the organizational structure of Asseco Group (on 9 January 2014 this
company was sold by Asseco Dach S.A. to Asseco Central Europe a.s.), as of 9 January 2014, goodwill recognized on the acquisition of
Asseco Solutions A.G. has been allocated to Asseco Central Europe.
81
4)
Goodwill arising from the acquisition of R-Style Softlab has been allocated to the cash-generating unit constituted by the “Banking and
Finance” segment identified in the Parent Company. The Group’s management expects that the synergies arising from this transaction will
bring the greatest benefits to the “Banking and Finance” segment which will be able to sell its products to the clients of R-Style Softlab.
During the period of 12 months ended 31 December 2014, the following changes in goodwill arising from
consolidation were observed (the table includes changed items only):
Goodwill as allocated to
reportable segments:
Goodwill at the
beginning of
the period
Transfers
between
segments
Increases due
to obtaining of
control
Decrease
due to loss
of control
Foreign
exchange
differences (+/-)
Goodwill at the
end of the
period
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
(audited, restated)
PLN millions
(audited)
Polish market
Goodwill allocated to the
segment of “Banking and
Finance”
29.1
-
-
-
4.7
33.8
n/a
-
1.4
-
0.1
1.5
918.5
-
-
-
(18.4)
900.1
338.5
69.3
-
(8.0)
2.9
402.7
517.0
-
-
-
6.4
523.4
488.5
-
14.4
-
66.5
569.4
623.2
-
15.5
-
21.4
660.1
375.7
-
1.9
-
43.2
420.8
South Eastern European
market
Asseco South Eastern Europe
Group
Israeli market
Magic Software Enterprises
Ltd.
Matrix IT Ltd.
Sapiens International
Corporation N.V.
-
Asseco Solutions A.G.
69.3
(69.3)
-
-
-
-
153.2
-
10.4
-
4.5
168.1
Asseco Spain S.A.
17.7
-
-
-
0.5
18.2
Necomplus S.L.
15.9
-
-
-
0.4
16.3
Asseco Danmark A/S
31.4
-
-
-
1.0
32.4
Matrix42 A.G.
Sintagma UAB Sp. z o.o.
15.5
-
-
-
0.5
16.0
Asseco Georgia LLC
2.9
-
-
-
(0.3)
2.6
n/a
-
1.5
-
0.3
1.8
-
45.1
(8.0)
133.7
Total changes
In the period of 12 months ended 31 December 2014, the balance of goodwill arising from consolidation was
affected by the following transactions:
i.
On 18 March 2014, Podkarpacki Fundusz Nieruchomości Sp. z o.o. (hereinafter “PFN”) and Prokom
Investments signed an agreement for the sale of shares in Park Wodny Sopot Sp. z o.o. Under the agreement,
PFN acquired 18,143 shares in Park Wodny Sopot Sp. z o.o. representing 98.34% of the share capital of that
company, for the total price of PLN 39.6 million.
82
Non-controlling interests under this transaction were measured proportionally to the percentage share of
such non-controlling interests in the fair value of identifiable net assets of the acquired entity.
The purchase price allocation process was completed by the Group in the year ended 31 December 2014.
The fair values of identifiable assets and liabilities of Park Wodny Sopot Sp. z o.o. as at the date of obtaining
control were as follows:
Fair value as at
the acquisition date
(audited)
PLN millions
Assets acquired
89.5
Trade receivables and other receivables
0.6
0.3
Other assets
0.5
Total assets
90.9
Liabilities acquired
Bank loans
36.1
Provisions
4.0
7.6
Trade payables and other liabilities
2.8
0.1
Total liabilities
50.6
Net assets value
40.3
Value of non-controlling interests
Equity interest acquired
Purchase price
0.7
98.34%
39.6
Goodwill as at the acquisition date
-
The difference between the fair value and book value of net assets acquired resulted primarily from the
determination of the fair value of non-current assets, such as the perpetual usufruct of land and buildings.
Due to the nature of operations conducted by Park Wodny Sopot (not related to IT business), all revenues
and costs generated by this entity are presented by the Group in other operating income or expenses,
respectively.
ii.
Completion of the allocation of the purchase price of R-Style Softlab
On 2 July 2013, Asseco Poland S.A. acquired a 70% stake in the company ZAO R-Style Softlab based in
Moscow, Russia (eng.r-style.com). The shares were purchased from the company Eransor Finance Limited,
registered in Nicosia, Cyprus.
The total transaction cost amounted to USD 28 million (PLN 92.9 million).
In addition, under the R-Style Softlab shares acquisition agreement, both the parties (i.e. non-controlling
shareholders and Asseco Poland S.A.) have been granted put or call options, respectively, for all the
remaining non-controlling interests. These options may be exercised within a period of seven months from
1 May 2016, and their exercise price shall depend on financial results achieved by R-Style Softlab for the
years 2013-2015.
83
Non-controlling interests under this transaction were measured proportionally to the percentage share of
such non-controlling interests in the fair value of identifiable net assets of the acquired entity.
The purchase price allocation process was completed by the Group in the year ended 31 December 2014.
Goodwill arising from the purchase of shares in R-Style Softlab has been recognized on the basis of fair values
of identifiable assets, liabilities and contingent liabilities, which as at the date of obtaining control were as
follows:
Fair value as at
Fair value as at
(audited)
(audited)
RUB millions
PLN millions
Assets acquired
9.5
1.0
Intangible assets
717.5
72.5
Trade receivables
59.5
6.0
59.0
6.0
Other assets
36.6
3.7
Total assets
882.1
89.2
121.5
12.3
3.0
0.3
125.8
12.7
Other liabilities
156.1
15.8
Total liabilities
406.4
41.1
Net assets value
475.7
48.1
142.7
14.4
70%
70%
Purchase price
919.7
92.9
586.7
59.2
Trade payables
The difference between the fair value and book value of net assets acquired resulted primarily from:

fair values of intangible assets recognized as at the acquisition date:
Type of intangible assets
Gross value at the date of obtaining
control
RUB millions
Period of useful life
PLN millions
Customer relations
410.0
41.4
10.5 -13.5
Internally generated software
186.0
18.8
8.5-10.5
33.0
3.3
0.7
629.0
63.5
Backlog of orders
Total

deferred tax liabilities recognized due to valuation of these assets amounting to PLN 12.7 million.
Goodwill arising from the acquisition of R-Style Softlab has been allocated to the cash-generating unit
constituted by the “Banking and Finance” segment identified in the Parent Company. The Group’s
management expects that the synergies arising from this transaction will bring the greatest benefits to the
“Banking and Finance” segment which will be able to sell its products to the clients of R-Style Softlab.
84
iii. Acquisition of shares in Asseco Kazakhstan LLP
On 11 June 2014, Asseco Poland signed an agreement to acquire 51% of shares in New Technology Integrator
LLP, an information technology company based in Almaty, Kazakhstan, for the price of PLN 3.0 million
(USD 1.0 million). Following this transaction, the acquired company has been renamed as Asseco Kazakhstan
LLP.
In addition, under the Asseco Kazakhstan shares acquisition agreement, non-controlling shareholders have
been granted put options for all the remaining non-controlling interests. These options may be exercised
after 2018, and their exercise price shall depend on financial results achieved by Asseco Kazakhstan LLP after
2014.
As at 31 December 2014, the process of allocation of the purchase price of Asseco Kazakhstan LLP has been
already completed. The fair values of identifiable assets and liabilities of Asseco Kazakhstan LLP as at the date
of obtaining control were as follows:
Fair value as at
Assets acquired
Net assets value
Purchase price
Fair value as at
(audited)
(audited)
KZT millions
PLN millions
192.9
3.2
19.4
0.3
173.5
2.9
51%
51%
183.5
3.0
95.0
1.5
iv. Acquisition of shares in Asseco Software Nigeria Ltd
On 28 July 2014, Asseco Poland acquired 5,100 thousand shares in Asseco Software Nigeria Ltd seated in
Lagos, Nigeria. The acquired shares represent 51% of the share capital of Asseco Software Nigeria and carry
51% of voting rights at the general meeting of that company. The 51% stake was purchased for PLN
3.1 million (USD 1 million).
As at 31 December 2014, the process of allocation of the purchase price of Asseco Software Nigeria has been
already completed. The fair values of identifiable assets and liabilities of Asseco Software Nigeria as at
the date of obtaining control were as follows:
Assets acquired
Fair value as at
Fair value as at
(audited)
(audited)
NGN millions
PLN millions
161.0
3.1
-
-
161.0
3.1
51%
51%
78.9
1.5
161.0
3.1
78.9
1.5
Net assets value
Purchase price
85
v.
Acquisition of shares in Silverback MDM Pty Ltd
On 23 September 2014, Matrix42 AG (a subsidiary of Asseco DACH S.A.), together with the key management
personnel of Matrix42 AG, established the company Matrix Development Holding GmbH (Matrix42 holds
60% in the share capital of Matrix Development Holding). Subsequently, Matrix Development acquired 100%
of shares in the Australian company Silverback MDM Pty Ltd. Silverback is a vendor of Enterprise Mobility
Management (EMM) software. Apart from EMM solutions, Matrix will gain access to Silverback’s strong base
of customers, including major financial services companies in the Asia Pacific region.
As at 31 December 2014, the process of purchase price allocation has not yet been completed by the Group.
Therefore, in the period of 12 months from the acquisition date, i.e. till 23 September 2015, goodwill
recognized on the acquisition of Silverback MDM Pty Ltd may be subject to change.
Fair value as at
(audited)
EUR’000
Fair value as at
(audited)
PLN millions
Assets acquired
Net assets value
2,074.0
402.0
1,672.0
8.8
1.7
7.1
Purchase price
60%
669.0
3,959.6
60%
2.9
16.9
2,956.6
12.6
vi. Acquisition of Knowledge Partners International LLC
On 30 July 2014, Sapiens Decision NA Inc, a subsidiary of Sapiens International Corporation, took over
the company Knowledge Partners International LLC (hereinafter “KPI”). KPI is a pioneer and a recognized
leader in the provision of consulting and training services related to supporting decision-making processes.
KPI owns the patent to the “Decision Model” product. The purchase price comprised a cash consideration of
USD 2.2 million as well as a 3% stake in Sapiens Software Solutions (Decision) Ltd.
In addition, under the KPI shares acquisition agreement, both the parties (i.e. KPI’s non-controlling
shareholders and Sapiens) have been granted put or call options, respectively, for all the remaining
non-controlling interests in Sapiens Software Solutions (Decision) Ltd. These options may be exercised within
a period of 48 months from the transaction date.
Therefore, in the period of 12 months from the acquisition date, i.e. till July 2015, goodwill recognized on
the acquisition of Knowledge Partners International LLC may be subject to change.
86
The provisional values of identifiable assets and liabilities of Knowledge Partners International LLC as at
the date of obtaining control were as follows:
Provisional value
as at the acquisition date
Provisional value
(audited)
(audited)
USD’000
PLN millions
Assets acquired
Intangible assets
1,400
4.3
Trade receivables
313
1.0
139
0.4
Other assets
93
0.3
Total assets
1,945
6.0
Trade payables
87
0.3
Other liabilities
91
0.3
Total liabilities
178
0.6
Net assets value
1,767
5.4
100%
100%
Purchase price
2,380
7.4
613
2.0
The difference between the fair value and book value of net assets acquired resulted primarily from
intellectual property rights in the methodology of the “Decision Model” software. The fair value of KPI’s
intellectual property in this product was estimated at USD 1.4 million.
vii. Acquisition of DataMind Ltd.
On 29 January 2014, Magic Software Enterprises Group acquired 80% of shares in DataMind Ltd. for
a maximum consideration of NIS 2.6 million. The purchase price is comprised of a fixed amount of
NIS 1.8 million (PLN 1.7 million) that was paid on the transaction date, and a deferred conditional payment
which shall depend on the achievement of a target operating profit by DataMind in the years 2014-2015.
According to the fair value measurement, the conditional payment resulting from this transaction amounted
to NIS 0.8 million (PLN 0.7 million) as at the acquisition date.
The provisional values of identifiable assets and liabilities of DataMind Ltd as at the date of obtaining control
were as follows:
Provisional value
Provisional value
(audited)
(audited)
USD’000
PLN millions
Assets acquired
151
0.5
(13)
(0.1)
Net assets value
138
0.4
158
0.5
Purchase price
753
2.4
773
2.5
87
Therefore, goodwill recognized on this acquisition may be subject to change in the period of 12 months from
the date of obtaining control over this company.
viii. Acquisition of shares in Formula Telecom Solutions Ltd
On 1 October 2014, Magic Software Enterprises Ltd (an indirect subsidiary of the Parent Company) acquired
100% of shares in Formula Telecom Solutions Ltd (hereinafter “FTS”) (www.fts-soft.com).
The purchase price of 100% of shares in this company amounted to USD 5,800 thousand (PLN 18.4 million).
The whole amount was paid on the transaction date.
The provisional values of identifiable assets and liabilities of FTS as at the date of obtaining control were as
follows:
Provisional value
Provisional value
(audited)
(audited)
USD’000
PLN millions
Assets acquired
Intangible assets recognized in business combinations
(provisional values)
Trade receivables
60
0.2
2,855
9.1
282
0.9
1,154
3.7
Other assets
248
0.9
Total assets
4,599
14.8
Trade payables
318
1.0
391
1.2
Other liabilities
748
2.4
783
2.5
Provisions for employee benefits
304
1.0
Total liabilities
2,544
8.1
Net assets value
2,055
6.7
100%
100%
Purchase price
5,800
18.4
3,745
11.7
Therefore, goodwill recognized on this acquisition may be subject to change in the period of 12 months from
the date of obtaining control over this company.
88
ix. Acquisition of Insync Staffing Inc by Formula Systems Ltd (1985)
On 4 April 2014, Formula Systems took over Insync Staffing Inc, an American provider of consulting services
and human resources outsourcing for the sectors of technology and professional services (i.e. providers of
services in accounting and finance, administration, customer service, health care, human resources
management, marketing, etc.). The purchase price amounted to PLN 12.7 million (USD 4.0 million).
The management of Formula believes this acquisition will strengthen the group’s existing presence on the US
market and help expand the current customer base with leading Fortune 500 companies.
The fair values of identifiable assets and liabilities of the acquired company as at the date of obtaining
control were as follows:
Fair value as at
Fair value as at
(audited)
(audited)
USD’000
PLN millions
Assets acquired
Intangible assets recognized in business combinations
1,000
3.2
Trade receivables
3,832
12.2
Total assets
4,832
15.4
-
-
Net assets value
4,832
15.4
100%
100%
Purchase price
4,000
12.7
Negative goodwill as at the acquisition date
(832)
(2.7)
Negative goodwill arising from the final allocation of the purchase price of Insync Staffing Inc was recognized
in financial income.
x.
Acquisitions made by Matrix IT Group
In January 2014, Matrix IT finalized the acquisition of 100% of shares in Hoshen Eliav Engineering Systems
Ltd. for approx. NIS 2.6 million payable in cash. The company focuses on providing consulting services for
security companies. A portion of the purchase price was determined as a conditional payment to be made
provided the acquired company achieves the target level of gross profit over the next three years. As at
the date of preparing this report, the company valuation process has not yet been completed. Hence, it has
been temporarily assumed that the excess of purchase price over net assets acquired amounting to NIS 3.5
million shall be accounted for as intangible assets acquired in a business combination in the amount of
NIS 705 thousand, whereas the rest shall be recognized as goodwill. According to the fair value
measurement, the conditional payment resulting from this transaction amounted to NIS 757 thousand as at
the acquisition date.
In March 2014, Matrix IT acquired 100% of shares in TopQ (Aqua) Software for approx. NIS 4 million payable
in cash. The acquired company is specialized in the provision of tools and automation of software testing
processes. A portion of the purchase price was determined as a conditional payment to be made provided
the acquired company achieves the target level of gross profit over the next years. As at the date of
preparing this report, the company valuation process has not yet been completed. According to
the Management’s best judgment, it has been temporarily assumed that the excess of purchase price over
net assets acquired amounting to NIS 4.2 million shall be accounted for as intangible assets in the amount of
NIS 1.4 thousand, whereas the rest shall be recognized as goodwill. According to the fair value measurement,
the conditional payment resulting from this transaction amounted to NIS 222 thousand as at the acquisition
date.
89
In February 2014, Matrix IT acquired 100% of shares in Infinity Labs R&D for a consideration of NIS 0.96
million, of which NIS 0.03 million was paid on the transaction date, whereas the remaining amount of
NIS 0.84 million has been deposited with the trustee, who has been obligated to pay out that amount in
seven equal instalments. The taken over company is specialized in the so-called pervasive computing as well
as in the provision of trainings to students in exchange for their commitment to work for a specific IT industry
client once their study program is completed.
12. Impairment testing
In line with the Group’s policy, each year as at 31 December, the Management Board of the Parent Company
performs an annual impairment test on cash-generating units or groups of cash-generating units to which
goodwill or/and intangible assets with an indefinite period of useful life have been allocated.
Each impairment test requires making estimates of the recoverable amount of a cash-generating unit or
a group of cash-generating units to which goodwill is allocated.
In the case of cash-generating units constituted by companies quoted on an active market, factors indicating
potential impairment may include: low market capitalization of a given cash-generating unit (i.e. surplus of its
book value over its market value).
Both as at 31 December 2014 and during the period of 12 months ended 31 December 2014, the stock
market capitalization of Asseco Poland remained under the book value of the Group’s assets.
The Management Board of Asseco considered such situation as an indication of possible impairment of our
cash-generating units to which goodwill has been allocated.
Our companies or groups of companies quoted on an active market include: Asseco Central Europe a.s.,
Asseco Business Solutions S.A., Magic Software Enterprises Ltd, Matrix IT Ltd, Sapiens International
Corporation N.V., and Asseco South Eastern Europe S.A.
The table below compares the market values of our cash-generating units constituted by companies or
groups of companies quoted on an active market against their book values as at 31 December 2014:
31 Dec. 2014
(audited)
carrying value of cash-generating
unit
fair value
surplus (+) / deficit (-) of
fair value over book value
Asseco Central
Europe a.s.
Asseco South
Eastern
Europe S.A.
Asseco
Business
Solutions S.A.
Magic
Software
Enterprises
Ltd.
Matrix IT Ltd.
Sapiens
International
Corporation
N.V.
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
531.7
760.1
205.7
812.4
1,086.0
525.2
339.8
401.5
414.3
1,043.7
1,011.8
1,250.4
(191.9)
(358.6)
208.6
231.3
(74.2)
725.2
Hence, as at 31 December 2014, low market capitalization might indicate possible impairment of
the following companies or groups of companies quoted on an active market: Asseco Central Europe,
Asseco South Eastern Europe, and Matrix IT Ltd.
In the calculation of the value in use of cash-generating units or groups, which are constituted by individual
subsidiaries, the following assumptions have been adopted:

for each subsidiary, the so-called business units were analyzed which, when put together, comprise
the budget and forecasts of the whole subsidiary company;

detailed forecasts covered the period of 5 years, for which increasing cash flows were assumed,
while for further time of each subsidiary operations the residual value was computed assuming no
growth in cash flows;

the assumed increases in cash flows depend upon the strategy of the entire Group, tactical plans of
individual companies, they take due account of conditions prevailing in particular markets by region
and sector, at the same time reflecting the present and potential order backlogs;

the forecasts for foreign subsidiaries assumed growth of sales in their functional currencies;
90

the discount rates applied were equivalent to the weighted average cost of capital for a given cashgenerating unit. Particular components of the discount rate were determined taking into account
the market values of risk-free interest rates, the beta coefficient leveraged to reflect the market
debt-equity structure, as well as the expected market yield.
The Group carried out a sensitivity analysis in relation to other goodwill impairment tests conducted as at
31 December 2014, in order to find out how much the selected parameters applied in the model could be
changed so that the estimated value in use of cash-generating units equalled their carrying values.
Such sensitivity analysis examined the impact of changes in the applied:

real discount rate applied for the residual period, i.e. cash flows generated after 2019;

average annual effective rate of change in free cash flows over the forecast period, i.e. in the years
2015-2019;
as factors with influence on the recoverable amount of a cash-generating unit, assuming other factors remain
unchanged.
The results of the conducted sensitivity analysis are presented in the table below:
Carrying value of
cash-generating
unit
PLN millions
Average rate of change
in cash flows
applied for
the forecast
terminal
period
Discount rate
applied for
the residual
period
terminal
%
%
%
%
Cash-generating units constituted by companies or groups
of companies
531.7
6.9%
20.0%
8.7%
760.1
8.8%
15.8%
22.1%
15.0%
Matrix IT Ltd.
1,105.3
7.2%
10.4%
(3.0%)
(8.3%)
Matrix42 A.G.
(2.6%)
169.9
6.9%
8.5%
7.3%
4.2%
Asseco Spain S.A.
49.4
9.8%
∞
(4.6%)
(29.2%)
Necomplus S.L.
52.8
9.8%
16.8%
34.7%
24.2%
Combidata Poland Group
51.3
9.0%
12.3%
18.6%
11.7%
Asseco Danmark
62.4
7.3%
7.6%
(4.4%)
(5.0%)
UAB Sintagma
18.0
10.8%
22.2%
(21.6%)
(29.3%)
36.3
10.4%
13.9%
22.0%
22.5%
ZUI OTAGO Sp. z o.o
32.0
9.0%
77.2%
27.7%
2.3%
C.K. Zeto Łódź
32.5
10.8%
56.4%
56.5%
32.2%
P.I. Zeto Bydgoszcz S.A.
72.9
9.0%
49.5%
5.0%
(14.8%)
SKG S.A.
14.4
10.8%
33.4%
8.6%
(5.7%)
ADH-Soft Sp. z o.o.
6.4
10.8%
∞
31.0%
(11.8%)
Asseco Georgia LLC
4.5
18.0%
∞
105.4%
51.8%
5.7
22.2%
∞
30.5%
0.4%
7.2%
7.6%
11.7%
11.2%
7.2%
7.5%
2.1%
1.8%
7.2%
50.2%
17.7%
(6.3%)
7.2%
10.1%
28.5%
23.2%
Cash-generating units constituted by operating segments
identified by the Parent Company
Goodwill allocated to the segment of “Banking
1,346.8
and Finance”
Goodwill allocated to the segment of “Public
1,281.1
Administration”
Goodwill allocated to the segment of “General
306.3
Business”
Goodwill allocated to the segment of
162.0
“Infrastructure”
∞ - means that the terminal discount rate for the residual period is greater than 100%.
The conducted impairment test did not indicate a necessity for the Parent Company to recognize any
impairment charges on its cash-generating units as at 31 December 2014.
91
13. Entities with significant non-controlling interests
In section IV of these consolidated financial statements, we have presented information on entities in which
the Group holds less than 100% of shares, including their company names, countries of registration, as well
as equity interests and voting rights held by the Group. In the Management’s opinion, the entities with
significant individually held non-controlling interests are: Asseco South Eastern Europe S.A., Asseco Business
Solutions S.A., Magic Software Enterprises Ltd, Matrix IT Ltd, and Sapiens International Corporation N.V.
In the case of other entities with non-controlling interests, individually held non-controlling interests do not
exceed 2% of total non-controlling interests therein, hence they have not been considered as entities with
significant non-controlling interests. The tables below present selected financial data of entities with
significant individually held non-controlling interests for the period of 12 months ended 31 December 2014
and as at 31 December 2014.
These figures do not include eliminations of intercompany transactions.
(audited)
Asseco South
Eastern
Europe S.A.
Asseco
Business
Solutions S.A.
Magic
Software
Enterprises
Ltd.
Matrix IT Ltd.
Sapiens
International
Corporation
N.V.
Other
individually
insignificant
Total
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
Sales revenues
502.5
145.0
522.2
1,859.1
500.4
1,226.2
4,755.4
Operating profit
46.0
34.2
55.9
109.4
42.3
105.8
393.6
-
28.6
47.0
73.9
42.0
49.1
240.6
19.1
15.3
37.7
57.0
32.7
8.4
170.2
72.9
39.1
54.7
83.4
69.8
129.1
449.0
(59.0)
(9.7)
(82.3)
(22.9)
(135.9)
(73.6)
(383.4)
14.8
(26.7)
147.8
(56.1)
4.7
10.6
95.1
(8.1)
(14.3)
(14.3)
(31.6)
(0.3)
(33.6)
(102.2)
Profit for the reporting period
attributable to non-controlling interests
activities
activities
activities
Dividends paid out to non-controlling
shareholders
Asseco South
Eastern
Europe S.A.
Asseco
Business
Solutions S.A.
PLN millions
PLN millions
Current assets
(audited)
Magic
Software
Matrix IT Ltd.
Enterprises
Ltd.
Sapiens
International
Corporation
N.V.
Other
individually
insignificant
PLN millions
PLN millions
PLN millions
PLN millions
235.4
90.3
449.6
853.8
310.9
703.5
(142.6)
(23.0)
(88.2)
(614.8)
(162.3)
(405.9)
92.8
67.3
361.4
239.0
148.6
297.6
Non-current assets
612.9
194.1
325.7
575.7
483.9
469.5
(26.5)
(0.7)
(20.5)
(272.6)
(24.6)
(264.8)
89.0
57.5
254.3
145.7
167.9
320.9
(44.5)
-
(11.7)
(350.5)
-
(258.5)
44.5
57.5
242.6
(204.8)
167.9
62.4
Current liabilities
Working capital
Long-term and short-term debt
Net cash (+)/Net debt (-)
92
The tables below present selected financial data of entities with significant individually held non-controlling
interests for the period of 12 months ended 31 December 2013 and as at 31 December 2013. These figures
do not include eliminations of intercompany transactions.
(audited, restated)
Asseco South
Eastern
Europe S.A.
Asseco
Business
Solutions S.A.
Magic
Software
Enterprises
Ltd.
Matrix IT Ltd.
Sapiens
International
Corporation
N.V.
Other
individually
insignificant
Total
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
PLN millions
Sales revenues
470.4
146.0
458.8
1,695.7
428.5
1,011.6
4,211.0
Operating profit
41.6
31.8
51.1
106.1
32.4
107.9
370.9
36.0
26.8
47.8
69.6
32.9
130.4
343.5
Profit for the reporting period
attributable to non-controlling interests
17.6
14.5
37.0
54.0
24.4
(4.0)
143.5
15.9
40.7
69.7
125.6
52.7
134.0
438.6
-
(7.8)
(67.9)
(19.9)
(28.9)
141.2
16.7
(37.9)
(26.4)
(10.5)
(106.7)
106.1
16.9
(58.5)
(22.3)
(14.1)
(11.9)
(23.7)
(8.1)
(28.3)
(108.4)
activities
activities
activities
Dividends paid out to non-controlling
shareholders
Asseco South
Eastern
Europe S.A.
Asseco
Business
Solutions S.A.
PLN millions
PLN millions
Current assets
(audited, restated)
Magic
Software
Matrix IT Ltd.
Enterprises
Ltd.
Sapiens
International
Corporation
N.V.
Other
individually
insignificant
PLN millions
PLN millions
PLN millions
PLN millions
243.1
96.9
214.5
778.5
295.5
519.9
Current liabilities
(142.7)
(32.0)
(76.3)
(544.1)
(121.8)
(365.0)
Working capital
100.4
64.9
138.2
234.4
173.7
154.9
Non-current assets
577.5
194.5
287.0
532.1
340.2
478.1
(6.9)
(0.4)
(30.2)
(261.6)
(8.9)
(78.1)
65.0
54.7
105.8
129.1
214.1
239.5
Long-term and short-term debt
(2.8)
-
(10.3)
(279.1)
-
(116.3)
Net cash (+)/Net debt (-)
62.2
54.7
95.5
(150.0)
214.1
123.2
93
14. Investments accounted for using the equity method
As at 31 December 2014, the Parent Company’s associated entities included Postdata, CodeConnexion, Prvni
Certifikacni Autorita, and Tiltan System Engineering.
As at 31 December 2013, the Parent Company’s associated entities included Postdata, CodeConnexion, Prvni
Certifikacni Autorita, Crystal Consulting, and Tiltan System Engineering.
The table below presents condensed information on the Asseco Group’s investments in associates:
Non-current assets
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
3.3
32.7
Current assets
14.9
6.0
(3.7)
(13.5)
Current liabilities
(2.3)
(2.5)
Net assets
12.2
22.7
Book value of investments
17.6
18.8
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
Sales revenues
26.4
27.1
Net profit (loss)
0.2
4.1
1.9
1.4
94
15. Financial assets
As at 31 December 2014 and in the comparable period, the Group held the following financial assets:
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
Long-term
Short-term
Long-term
Short-term
PLN millions
PLN millions
PLN millions
PLN millions
29.9
1.2
7.5
19.4
Loans, of which:
loans granted to entities related through
the key management personnel
granted to employees
0.7
0.5
0.3
1.3
granted to other entities
1.7
0.6
13.4
1.0
term cash deposits
1.9
38.8
1.7
7.2
34.2
41.1
22.9
28.9
2.7
3.5
5.9
2.8
corporate bonds (quoted on active markets)
-
17.1
-
17.7
Treasury bonds
-
25.0
-
23.9
shares in companies quoted on active markets
-
13.3
-
10.1
other assets
-
0.1
-
-
2.7
59.0
5.9
54.5
shares in companies quoted on active markets
3.1
0.8
2.1
0.7
shares in companies not listed on stock markets
Treasury and corporate bonds (quoted on active
markets)
9.5
-
12.0
-
116.1
42.0
-
1.9
128.7
42.8
14.1
2.6
165.6
142.9
42.9
86.0
profit or loss, of which:
forward contracts
Financial assets available for sale, of which:
Total
Loans granted are measured at amortized cost at each balance sheet date. Loans to related parties were
granted on an arm’s length basis.
Loans granted to related parties
Loans granted to related parties include loans granted to the following related companies:
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
Gambit Sp. z o.o.1)
Matrix42 Inc. 2)
Loans granted to other related parties
1)
7.3
8.7
23.8
18.1
-
0.1
31.1
26.9
In the period of 12 months ended 31 December 2014 as well as in the comparable period, Mr. Krzysztof Koszewski, Member of the Supervisory Board of
Combidata Poland Sp. z o.o., was a shareholder in Gambit Sp. z o.o.
2)
In the period of 12 months ended 31 December 2014 as well as in the comparable period, the Group held an 18% equity interest in Matrix42 Inc.
95
Loans granted to other entities
On 17 March 2014, Asseco Poland S.A. and Prokom Investments S.A. signed an annex to their memorandum
of understanding of 20 December 2012 under which the parties determined the amount of Prokom
Investments liabilities towards Asseco Poland at PLN 39.6 million and changed the deadline for repayment of
Prokom’s outstanding liabilities. Under the said annex, Prokom agreed to repay all liabilities to Asseco on
the date of selling its shares in Park Wodny Sopot Sp. z o.o. seated in Sopot.
On 18 March 2014, Podkarpacki Fundusz Nieruchomości Sp. z o.o. (hereinafter “PFN”) and Prokom
Investments signed an agreement for the sale of shares in Park Wodny Sopot Sp. z o.o. Under the agreement,
PFN acquired 18,143 shares in Park Wodny Sopot Sp. z o.o. representing 98.34% of the share capital of that
company, for the total price of PLN 39.6 million. PFN was authorized to pay the total sale price to Asseco
Poland on behalf and by assignment of Prokom Investments. PFN accepted the assignment and became liable
and responsible for payment of the whole price directly to Asseco.
Concurrently, Asseco Poland S.A. had a liability towards PFN in the amount of PLN 39.6 million which resulted
from the acquisition of new shares in PFN, in accordance with the declaration issued on 14 March 2014.
On 18 March 2014, Asseco Poland and PFN concluded an agreement to offset their mutual obligations, both
of which were therefore reduced by PLN 39.6 million. As a result, Asseco’s liabilities to PFN have been
entirely extinguished with its receivables from Prokom; whereas, PFN’s liabilities to Asseco have been
entirely compensated with the payment due from Asseco for the acquisition of new shares in PFN.
Following the above-mentioned transactions, Asseco Poland’s claims against Prokom Investments have been
fully settled.
The nominal value (i.e. before allowances) of commercial papers, which were settled on the basis of
the memorandum of understanding of 17 March 2014, amounted to PLN 26.0 million; whereas, their carrying
value as at 31 December 2013, as estimated by the Management Board of the Parent Company, equalled
PLN 7.3 million. The said transaction resulted in reversing the allowances that were recognized for these
commercial papers in prior reporting periods. The gain achieved on such revaluation of commercial papers
was recognized in financial income (see explanatory note 2 to these consolidated financial statements).
Furthermore, as at 31 December 2013, the nominal value (i.e. before allowances) of other receivables from
Prokom Investments, which were settled on the basis of the memorandum of understanding of 17 March
2014, amounted to PLN 10.6 million; whereas, their carrying value as at 31 December 2013 equalled
PLN 1.2 million, as estimated by the Parent Company’s Management. The said transaction resulted in
reversing the allowances that were recognized for these receivables in prior reporting periods. The gain
achieved on such revaluation of receivables was recognized in financial income (see explanatory note 3 to
these consolidated financial statements).
The balance of term cash deposits includes term deposits with an original maturity of more than 3 months.
Financial assets carried at fair value through profit or loss include forward transactions for purchase or sale
of foreign currencies and the portfolio of financial assets held for trading, which comprise corporate bonds
quoted on active markets and investment-rated Treasury bonds, as well as shares in companies quoted on
active markets. Investments in debt securities and company shares are an alternative form of spare cash
management as applied by Matrix IT Ltd. (a subsidiary of the Formula Systems Group). Forward transactions
have been concluded chiefly in order to hedge against the foreign currency risk resulting from finance leases
of real estate.
The fair value of currency forward contracts is determined at each balance sheet date using calculation
models based on inputs that are directly observable in active markets. Whereas, the fair value of the financial
assets portfolio is determined on the basis of quoted prices of such assets in active markets.
Financial assets available for sale include primarily equity investments not exceeding 20% of the target
company’s outstanding stock as well as bonds purchased without an intention to be held to maturity.
Investments in companies quoted on active markets are measured at fair value at each balance sheet date,
on the basis of their closing prices on the balance sheet date. Any changes in such valuation are recognized in
other comprehensive income. Investments in companies not quoted on active markets are measured at their
purchase cost adjusted by any impairment charges.
96
Financial assets available for sale increased substantially due to the acquisition of long-term corporate bonds
by Sapiens International (for the amount of PLN 110.9 million / USD 34.9 million) and by Magic Software
Enterprises (for the amount of PLN 38.1 million / USD 12.0 million). These companies chose this form of
investing their spare cash as an alternative to bank deposits, because bonds are expected to bring a higher
return on investment than bank deposits. All the purchased bonds are investment grade and are measured at
fair value on the basis of their market quoted prices (level 1). As at 31 December 2014, the fair value of such
bonds amounted to PLN 157.1 million, of which PLN 116.1 million represented long-term assets.
16. Prepayments and accrued income
As at 31 December 2014 and in the comparable period, prepayments and accrued income included
the following items:
Prepaid services, of which:
maintenance services and license fees
sponsoring
rents and averaging of instalments under
operating leases
insurance
other services
Expenses related to services performed for which
revenues have not been recognized yet
Other prepayments and accrued income
Total
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
Long-term
Short-term
Long-term
Short-term
PLN millions
PLN millions
PLN millions
PLN millions
32.4
100.7
24.0
79.9
30.5
80.7
22.7
62.1
-
0.1
-
0.4
-
5.7
-
2.9
-
3.4
0.1
4.4
1.9
10.8
1.2
10.1
-
2.0
-
2.5
-
2.7
0.1
3.0
32.4
105.4
24.1
85.4
97
17. Long-term and short-term receivables
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
Long-term
Short-term
Long-term
Short-term
PLN millions
PLN millions
PLN millions
PLN millions
Trade receivables, of which:
from related parties
-
6.1
-
8.7
0.8
1,378.5
2.8
1,278.9
(57.9)
-
(49.0)
0.8
1,326.7
2.8
1,238.6
-
61.0
-
39.1
Value added tax
-
14.7
-
8.1
Other
-
13.4
-
16.4
-
28.1
-
24.5
Receivables from valuation of IT contracts
-
240.3
-
170.2
Receivables from uninvoiced deliveries
-
200.3
-
187.3
32.5
40.6
39.7
43.7
-
(4.3)
(7.4)
(9.0)
32.5
476.9
32.3
392.2
from other entities
Allowance for doubtful receivables
Other receivables
Other receivables
Allowance for other uncollectible receivables
Related party transactions have been presented in explanatory note 29 to these consolidated financial
statements.
Other receivables from the state and local budgets include primarily receivables of Matrix IT arising from
government grants awarded for employing workers of Arabic origin as well as of other religious and ethnic
minorities.
Receivables from valuation of IT contracts (implementation contracts) result from the surplus of
the percentage of completion of implementation contracts over invoices issued.
Receivables relating to uninvoiced deliveries result from sales of services which were performed during
the reporting period, but have not been invoiced until the balance sheet date.
The balance of other receivables includes, among others, receivables relating to guarantees of due
performance of contracts (i.e. security in cash extended in favour of customers in order to compensate for
their potential losses should the Company fail to fulfil its contractual obligations), receivables from disposal
of tangible assets, receivables from security deposits paid-in, as well as receivables from disposal of shares.
As described above, in 2014, our receivables from Prokom Investments S.A. were fully settled. As at
31 December 2013, the nominal value (i.e. before allowances) of other receivables from Prokom
Investments, which were settled on the basis of the memorandum of understanding of 17 March 2014,
amounted to PLN 10.6 million; whereas, their carrying value as at 31 December 2013 equalled PLN 1.2
million, as estimated by the Parent Company’s Management. The said transaction resulted in reversing the
allowances that were recognized for these receivables in prior reporting periods. The gain achieved on such
revaluation of receivables was recognized in financial income (see explanatory note 3 to these consolidated
financial statements).
98
The Group has an adequate policy in place that allows for selling products to reliable clients only. Owing to
that, in the Management’s opinion the credited sales risk would not exceed the level covered with
allowances for doubtful receivables. The Group’s policy for establishing allowances for doubtful receivables is
described in item 16 of the “Significant accounting policies”.
The following table presents the ageing structure of gross receivables (i.e. before allowances and discounts)
as at 31 December 2014 and 31 December 2013, which provides the basis for recognition of allowances
following the general rules:
Ageing of trade receivables
Receivables not yet due
Past-due receivables not subject to allowances
Receivables past-due up to 3 months
31 Dec. 2014
31 Dec. 2013
(audited)
(audited, restated)
PLN millions
%
PLN millions
%
1,008.5
72.9%
901.2
69.9%
376.9
27.1%
389.2
30.1%
274.7
19.8%
299.0
23.2%
Receivables past-due from 3 to 6 months
26.8
1.9%
40.4
3.1%
Receivables past-due from 6 to 12 months
34.6
2.5%
21.1
1.6%
Receivables past-due over 12 months
40.8
2.9%
28.7
2.2%
1,385.4
100.0%
1,290.4
100.0%
Total trade receivables, gross (before allowances)
Allowances for trade receivables
Book value of trade receivables
(57.9)
(49.0)
1,327.5
1,241.4
As at 31 December 2014, the Company had PLN 17.6 million in trade receivables from Mostostal Warszawa
S.A., including: PLN 10.3 million for work performed in the construction of the Sports and Entertainment Hall
in Czyżyny, PLN 3.9 million for work performed at the shopping mall Brama Mazur in Ełk, and PLN 3.1 million
for the construction of the Białystok University campus. Because these trade receivables have not been
settled, in accordance with its accounting policy, the Group should create an allowance for such receivables
in the amount of PLN 10.0 million. However, as the Company completed all of its work and the said payments
are delayed as a result of ongoing acceptance procedures between Mostostal S.A. and project investors, the
Company’s Management decided not to recognize any allowances because the collection of our receivables
is not at risk.
18. Implementation contracts
In the years 2014 and 2013, the Group executed a number of the so-called IT implementation contracts.
In line with IAS 11, sales generated from such contracts are recognized according to the percentage of
completion of relevant contracts. The Group measures the percentage of completion of IT implementation
contracts using basically the “cost-to-cost” method (this is by determining the relation of costs incurred to
the overall project costs) or by the “effort-expended” method (by determining the portion of work
completed out of the total work effort required in a project).
99
The following table includes basic data about the ongoing IT implementation contracts:
Revenues from execution of IT contracts recognized
in the reporting period
12 months ended
31 Dec. 2014
12 months ended
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
680.4
759.7
For all projects being in progress at the balance sheet date:
Revenues recognized from execution of IT contracts (cumulative)
3,185.9
2,651.5
(2,246.0)
(1,750.5)
Net provisions for losses on IT contracts
(9.4)
(12.9)
Profit (loss) on execution of IT contracts
930.5
888.1
2,965.7
2,506.6
Costs incurred due to execution of IT contracts (cumulative)
Invoiced revenues from execution of IT contracts (cumulative)
Receivables arising from valuation of IT contracts
240.3
170.2
Liabilities arising from valuation of IT contracts
(20.1)
(25.2)
-
(0.1)
19. Inventories
The Group holds two main categories of inventories: goods for resale, and service parts. The category of
goods for resale includes mainly computer hardware and third-party software licenses intended for resale
under the implementation or supply contracts. Hence, majority of goods for resale are purchased for the
purpose of execution of already signed or highly probable contracts.
The category of service parts includes computer hardware, spare parts and other materials that have been
purchased for the performance of maintenance services.
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
61.1
94.8
4.0
6.1
Write-down on goods for resale (-)
(5.3)
(5.0)
Total
59.8
95.9
Computer hardware, third-party software licenses and other
goods for resale
Computer hardware, spare parts and other materials intended for
the performance of repair/maintenance services
A significant decrease in inventories in 2014 resulted from the completion or considerable progress in
the implementation of the following projects conducted by the Parent Company:
 Silesian Public Services Card – performed under a contract with the Municipal Transport Union of
the Upper Silesian Industrial Region (KZK GOP). We are about to complete one of the successive stages of
the project, which involves the supply of individual and common infrastructure for the participating
municipalities and KZK GOP, as well as installation of computer hardware;
 Subcarpathian Medical Information System – we have completed the project in cooperation with several
regional hospitals. These medical centers have been equipped with computer hardware, network
infrastructure, as well as diagnostic and radiological equipment;
 The Company has also completed several smaller-size projects, including the Dynamic Passenger
Information System for KZK GOP, supply of Active Network Devices for the cities of Łęczna and Zabrze,
as well as supply of IT infrastructure for the Agricultural Social Insurance Fund.
100
20. Cash and cash equivalents
Cash at bank
Cash on hand
Short-term bank deposits (up to 3 months)
Other cash equivalents
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
702.3
682.2
0.8
1.0
520.7
285.4
-
-
1,223.8
968.6
Interest accrued on cash and cash equivalents
(0.3)
(0.2)
Bank overdraft facilities utilized for current liquidity management
Total cash and cash equivalents as disclosed in the cash flow
statement
(2.8)
(4.2)
1,220.7
964.2
Total cash and cash equivalents as disclosed in the balance sheet
The interest on cash at bank is calculated with variable interest rates, depending on interest rates offered on
bank deposits. Short-term deposits are made for varying periods of between one day and three months and
earn interest at their respective fixed interest rates.
21. Non-current assets held for sale
During the period of 12 months ended 31 December 2013, the Group reclassified several of its real estate
properties (land, business premises and office buildings) from property, plant and equipment to the category
of “Non-current assets held for sale”. All the reclassified properties are available for immediate sale in their
existing condition (presently these properties are not used by the Group). The decisions have been made to
sell all of these properties and we actively seek potential buyers. At the moment of reclassification, the fair
values of these properties (determined on the basis of professional appraisal reports prepared in 2013)
exceeded their carrying values, hence, as at 31 December 2013, there were no indications of impairment of
any of the reclassified properties.
As at 31 December 2014, the fair values of these reclassified properties exceeded their carrying values,
hence, as at 31 December 2014, there were no indications of impairment of any of the reclassified
properties.
The value of non-current assets held for sale decreased as a result of the following transactions:

disposal of two residential apartments located in Gdynia, at Króla Jana III St., for the total price PLN
1.7 million;

disposal of a sports hall located in Gdynia for the total price PLN 3.5 million.
Moreover, on 28 November 2014, the Company signed a preliminary agreement to sell its real estate located
in Warsaw, at 74, 17 Stycznia St. The determined selling price of this property was also higher than its
carrying value. The final agreement to sell the above-mentioned property was signed on 24 February 2015.
22. Share capital
The Company’s share capital as at 31 December 2014 and in the comparable period amounted to
PLN 83,000,303.00 and has been fully paid up. The share capital is divided into 83,000,303 ordinary shares
with a par value of PLN 1 each. The Company has not issued any preference shares.
During the year ended 31 December 2014, the amount of the share capital remained unchanged.
The Company’s authorized capital is equal to its share capital.
101
23. Interest-bearing bank loans and debt securities issued
Outstanding debt as at:
Loan currency
Effective interest rate
EONIA + margin
Bank overdraft facilities
EUR
EURIBOR + margin
fixed interest rate
MKD
fixed interest rate
PLN
WIBOR + margin
multi-currency
EURIBOR + margin
JPY
NIS
USD
fixed interest rate
fixed interest rate
fixed interest rate
Repayment date
Q4 2013
not specified
Q3 2013
Q4 2013
Q1 2014
Q2 2014
Q3 2014
Q4 2014
Q1 2015
Q2 2015
Q4 2015
Q2 2014
Q4 2014
Q1 2015
Q4 2013
Q4 2014
Q2 2014
Q3 2014
Q4 2014
Q1 2015
Q2 2015
Q4 2015
2016
not specified
Q2 2014
Q2 2015
2017
not specified
not specified
Q1 2015
TOTAL
Maximum debt as at:
31 Dec. 2014
31 Dec. 2013
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
(audited)
(audited,
restated)
PLN millions
PLN millions
PLN millions
PLN millions
0.4
2.7
0.2
6.4
55.2
64.9
2.1
2.6
0.4
1.2
7.8
0.1
34.9
49.1
2.1
12.1
2.1
1.3
2.4
0.2
25.5
150.0
370.0
0.5
6.4
4.3
not specified
19.2
596.1
9.3
1.0
20.8
2.1
14.4
12.4
2.9
4.1
8.6
3.4
0.2
175.0
152.0
3.0
70.0
150.0
10.4
0.2
not specified
639.8
102
31 Dec. 2014
Loan currency
Repayment date
Short-term
(audited)
(audited)
PLN millions
EURIBOR + margin
EUR
Non-revolving bank loans
fixed interest rate
Prime (Israel) + margin
NIS
fixed interest rate
PLN
WIBOR + margin
LIBOR + margin
fixed interest rate
USD
TRY
fixed interest rate
12M Treasury bonds + margin
HRK/EUR
EURIBOR + margin
BAM
RSD
fixed interest rate
fixed interest rate
fixed interest rate
Q3 2014
Q4 2014
Q1 2015
Q2 2015
Q3 2015
Q4 2015
Q4 2016
2017
2018
2022
2018
Q4 2015
Q1 2016
Q2 2016
Q2 2015
Q1 2016
Q2 2016
Q3 2016
2017
2018
2019
2020
2022
Q4 2014
Q4 2016
Q1 2014
Q1 2015
Q4 2016
2017
2019
Q2 2014
2017
Q1 2016
TOTAL
31 Dec. 2013
Long-term
0.5
1.9
1.5
0.1
0.9
1.4
13.5
4.5
2.7
36.9
89.3
50.5
180.4
90.3
1.9
4.2
11.9
0.5
0.4
493.3
PLN millions
1.8
5.2
0.7
1.3
0.5
0.4
15.7
0.1
1.1
0.2
9.0
3.6
17.9
30.5
13.7
4.8
13.1
9.8
0.2
1.9
3.4
2.6
0.4
4.8
142.7
Long-term
(audited,
restated)
PLN millions
0.1
0.7
12.2
8.9
0.1
1.3
18.7
2.4
13.6
6.1
38.3
61.5
41.1
122.0
5.7
3.5
3.5
0.2
339.9
Short-term
(audited,
restated)
PLN millions
1.3
1.2
0.2
1.0
1.2
2.0
4.3
2.7
0.4
8.7
1.1
9.2
3.5
10.5
15.7
8.7
16.3
12.1
3.0
0.3
2.0
1.2
0.2
106.8
103
31 Dec. 2014
Long-term
Borrowings
Loan currency
EUR
fixed interest rate
NIS
fixed interest rate
Repayment date
Q1 2014
Q1 2015
Q2 2015
Q3 2015
Q4 2014
2016
2018
2019
2020
2021
2022
Not specified
TOTAL
31 Dec. 2013
Short-term
(audited)
(audited)
PLN millions
PLN millions
11.6
0.3
7.4
0.2
0.2
1.7
21.4
Long-term
4.0
0.1
0.1
4.2
Short-term
(audited,
(audited,
restated)
PLN millions
restated)
PLN millions
0.2
0.4
1.1
15.0
7.6
0.2
0.9
25.4
1.1
0.6
0.6
0.5
0.5
0.2
3.8
0.2
7.5
The Group’s liabilities under non-revolving bank loans and borrowings amounted to PLN 661.6 million as at 31 December 2014, of which PLN 514.7 million represented
debt with maturities of over 12 months. As at 31 December 2013, liabilities under non-revolving bank loans and borrowings amounted to PLN 479.6 million, of which
PLN 365.3 million represented long-term debt.
In the reporting period, the margins realized by lenders to Asseco Group companies ranged from 1 to 7 percentage points on an annual basis. Whereas, in the comparable
period such margins ranged from 0.2 to 4.05 percentage points per annum.
Both as at 31 December 2014 and 31 December 2013, the Group had no liabilities resulting from debt securities issued.
Hence, the Group’s total liabilities under all bank loans and borrowings taken out and debt securities issued aggregated at PLN 726.5 million as at 31 December 2014,
as compared with PLN 528.7 million outstanding as at 31 December 2013.
The balance of non-revolving bank loans increased primarily due to a bank loan amounting to approx. PLN 180.4 million (NIS 200.0 million) that was taken by Formula
Systems in January 2014. This loan is secured with a portion of shares held by Formula in the companies of Magic, Matrix and Sapiens. The loan is to be repaid in 5 annual
instalments, starting from January 2016. The loan bears a fixed interest rate of 5.5% per annum. The funds obtained from the loan can be used to finance new
acquisitions as well as to increase Formula’s shareholdings in Magic, Matrix and Sapiens.
104
Assets serving as security for bank loan facilities:
Utilized amount of loan facility
secured with assets
Net value of assets
Category of assets
Land and buildings
Computers and other office equipment
Long-term investments
Inventories
Current and future receivables
TOTAL
31 Dec. 2014
31 Dec. 2013
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
(audited)
(audited,
restated)
PLN millions
PLN millions
PLN millions
PLN millions
208.7
188.1
105.5
4.5
7.9
8.2
140.5
4.7
560.8
51.2
221.2
19.9
1.1
-
-
-
72.2
65.6
10.7
15.0
847.3
312.8
345.6
180.1
Some loans taken from Polish and Israeli banks come with the so-called covenants which impose an
obligation to maintain certain financial ratios at the levels required by the bank. These ratios are related to
the level of indebtedness, e.g. debt to EBITDA or debt to equity ratios, or to achieving the expected operating
profits. In the event a company carrying such a covenanted loan fails to satisfy the said requirements,
the bank may apply a sanction in the form of a higher credit margin. Should the bank deem the new level of
a ratio to be unacceptable, the bank may in certain cases exercise its rights in the collateral provided as
security. As at 31 December 2014 and in the comparable period, we did not default on any of such financial
covenants.
24. Finance lease liabilities
As at 31 December 2014, the subjects of finance lease agreements, where the Group is a lessee, included:

office buildings,

cars,

IT hardware.
The table below presents the ageing structure of finance lease liabilities as at 31 December 2014 and in
the comparable period:
Leasing of real estate
Leasing of transportation vehicles
Leasing of IT hardware
Total
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
Long-term
Short-term
Long-term
Short-term
PLN millions
PLN millions
PLN millions
PLN millions
104.6
18.3
119.4
16.7
2.2
1.3
2.8
1.7
3.3
1.8
7.0
4.3
110.1
21.4
129.2
22.7
105
Leasing of real estate
Net value of office buildings which are held under finance lease agreements amounted to PLN 48.3 million as
at 31 December 2014, as compared with PLN 56.0 million as at 31 December 2013.
Future minimum cash flows and liabilities under the real estate finance lease agreement are as follows:
31 Dec. 2014
31 Dec. 2013
(audited)
(audited, restated)
PLN millions
PLN millions
Minimum lease payments
in the period shorter than 1 year
24.7
23.9
in the period from 1 to 5 years
99.8
120.4
in the period longer than 5 years
20.5
20.1
Future minimum lease payments
145.0
164.4
22.1
28.3
18.3
16.7
84.5
99.8
20.1
19.6
122.9
136.1
Future interest expense
Present value of finance lease commitment
Finance lease commitment
As at 31 December 2014 and in the comparable period, the effective rate of return on the above finance
leases equalled 4.6%.
Leasing of cars and IT hardware
Net value of IT hardware and cars which are held under finance lease agreements amounted to PLN 9.4
million as at 31 December 2014, as compared with PLN 17.8 million as at 31 December 2013.
The aggregate future cash flows and liabilities under such finance lease of cars and equipment are as follows:
31 Dec. 2014
31 Dec. 2013
(audited)
(audited, restated)
PLN millions
PLN millions
Minimum lease payments
3.6
6.8
5.8
10.6
-
-
Future minimum lease payments
9.4
17.4
Future interest expense
0.8
1.6
3.1
6.0
5.5
9.8
Present value of finance lease commitment
Finance lease commitment
-
-
8.6
15.8
106
25. Financial liabilities
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
Long-term
Short-term
Long-term
Short-term
PLN millions
PLN millions
PLN millions
PLN millions
-
14.9
-
7.2
10.4
11.6
11.3
44.0
90.3
37.2
133.0
25.2
-
1.1
0.2
0.3
100.7
64.8
144.5
76.7
Dividend payment liabilities
Liabilities for the acquisition of shares – deferred
and contingent payments for controlling interests
Liabilities for the acquisition of shares in
subsidiaries (put options)
Other financial liabilities
As at 31 December 2014 and in the comparable period, dividend payment liabilities comprised basically
dividends payable to non-controlling shareholders in our subsidiaries.
As at 31 December 2014 and in the comparable period, the Group carried estimated liabilities resulting from
deferred and/or contingent payments for controlling interests. The amounts of the above-mentioned
liabilities have been measured using the price calculation formula as defined in the controlling interest
acquisition agreements, which shall correspond to a given company’s net profit for the contractual term
multiplied by a predetermined coefficient.
The table below presents liabilities resulting from deferred and/or contingent payments for controlling
interests in subsidiaries as at 31 December 2014 and in the comparable period:
Liabilities for deferred and/or contingent payments
for controlling interests
Liabilities for acquisitions made by Asseco Central Europe Group
Liabilities for acquisitions made by Asseco South Eastern Europe
Group
Liabilities for acquisitions made by Magic Software Enterprises
Group
Liabilities for acquisitions made by Matrix IT Group
Liabilities for the acquisition of SKG S.A.
Liabilities for the acquisition of Silverback PTY Ltd
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
1.4
3.5
1.9
1.8
1.6
16.7
11.4
32.5
-
0.8
5.7
n/a
22.0
55.3
As at 31 December 2014 and in the comparable period, the Group had liabilities resulting from
the acquisition of non-controlling interests in subsidiaries (put options). The amounts of such liabilities have
been estimated using the formula for calculation of the exercise price of options that the Group granted to
non-controlling shareholders, which corresponds to a given company’s net profit for the contractual term
multiplied by a predetermined coefficient.
107
The table below presents liabilities resulting from put options granted to non-controlling shareholders in
subsidiaries as at 31 December 2014 and in the comparable period:
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
Liabilities under put options granted to non-controlling
shareholders
Asseco Lietuva UAB
Asseco South Eastern Europe S.A.1)
Multicard d.o.o.
Companies of Matrix IT Group 2)
0.8
0.8
37.2
46.1
n/a
n/a
35.1
62.2
Companies of Magic Software Enterprises Group 3)
2.2
2.1
Companies of Sapiens International Group
0.6
n/a
SKG S.A.
ZAO R-Style Softlab
Asseco Solutions A.G.
1)
Option granted in favour of the European Bank for Reconstruction and Development
2)
Liabilities related to the acquisition of companies: Babcom Centers, Matchpoint, K.B.I.S., and Exzac.
3)
Liabilities related to the acquisition of CommIT Software Ltd.
6.9
7.1
36.8
39.9
3.2
n/a
4.7
n/a
127.5
158.2
108
26. Provisions
Warranty repairs
and products
returned
Costs related to
on-going court
proceedings
Provision for postemployment
benefits
Provision for
tax risks
PLN millions
PLN millions
PLN millions
PLN millions
Other provisions
Total
PLN millions
PLN millions
44.8
2.6
13.6
5.4
11.3
77.7
Provisions created during the reporting period
13.6
4.7
28.7
0.3
2.2
49.5
Unwinding of actuarial discounts/gains/losses
-
-
6.0
-
-
6.0
Provisions utilized during the reporting period
(5.2)
-
(35.0)
-
(7.8)
(48.0)
Provisions reversed during the reporting period
(12.2)
-
(1.7)
(0.5)
(2.8)
(17.2)
-
4.0
3.1
-
-
7.1
-
0.8
1.2
0.7
0.1
2.8
41.0
12.1
15.9
5.9
3.0
77.9
As at 31 December 2014, of which
41.0
12.1
15.9
5.9
3.0
77.9
Short-term as at 31 December 2014
14.0
7.5
0.5
4.5
2.8
29.3
Long-term as at 31 December 2014
27.0
4.6
15.4
1.4
0.2
48.6
44.8
2.6
13.6
5.4
11.3
77.7
Short-term as at 1 January 2014
12.2
2.4
0.5
5.4
10.8
31.3
Long-term as at 1 January 2014
32.6
0.2
13.1
-
0.5
46.4
The provision created for the costs of warranty repairs corresponds to provision of own software guarantee services as well as to handling of the guarantee maintenance
services being provided by the producers of hardware that was delivered to the Group’s customers.
The provision for post-employment benefits relates entirely to retirement benefits which are to be paid to the Group’s employees when they go into retirement.
109
27. Long-term and short-term liabilities
As at 31 December 2014 and in the comparable period, the Group had the following liabilities:
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
Long-term
Short-term
Long-term
Short-term
PLN millions
PLN millions
PLN millions
PLN millions
Trade payables, of which
from related parties
-
1.0
-
4.5
0.2
415.7
0.3
432.0
0.2
416.7
0.3
436.5
-
29.0
-
21.0
Value added tax (VAT)
-
86.6
-
94.6
Personal income tax (PIT)
-
17.5
-
17.2
Social Insurance Institution (ZUS)
-
22.7
-
20.1
Income tax on dividends paid out
-
2.9
-
0.8
Other
-
0.7
7.2
3.9
-
130.4
7.2
136.6
-
29.5
-
38.1
1.1
42.9
-
57.3
-
138.7
-
124.5
12.1
22.8
1.7
44.1
13.2
233.9
1.7
264.0
from other entities
Other liabilities
Liabilities arising from valuation of IT contracts
(incl. provisions for losses on contracts)
Liabilities for uninvoiced deliveries
Liabilities to employees (including salaries
payable)
Other liabilities
-
Trade payables are non-interest bearing. Related party transactions are presented in explanatory note 29 to
28. Accruals and deferred income
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
Long-term
Short-term
Long-term
Short-term
PLN millions
PLN millions
PLN millions
PLN millions
Accruals, of which:
Accrual for unused holiday leaves
-
81.9
-
68.0
Accrual for employee and management bonuses
-
134.3
-
122.1
Provision for expenses
-
103.1
-
80.2
-
319.3
-
270.3
23.8
224.5
23.1
183.3
6.6
33.1
2.5
33.2
35.2
2.4
37.1
7.5
Deferred income, of which:
Maintenance services and license fees
Other prepaid services
Grants for the development of assets
Other
-
1.3
-
19.8
65.6
261.3
62.7
243.8
110
The balance of accruals comprises: accruals for unused holiday leaves, accruals for salaries of the current
period to be paid out in future periods which result from the bonus schemes applied by the Group, provision
for the audit of financial statements, and provisions for operating expenses of the Group’s companies which
were incurred in the current reporting period but have not been invoiced until the balance sheet date.
The balance of deferred income comprises mainly future revenues recognized over time for the provision of
services, such as IT support services, as well as grants for the development of assets. Grants for the
development of assets represent subsidies received by the Group in connection with its development
projects or projects related to the creation of IT competence centers.
29. Related party transactions
Asseco Group sales to related parties:
12 months
ended
31 Dec. 2014
(audited)
Name of entity
12 months
ended
31 Dec. 2013
(audited,
restated)
PLN millions
PLN millions
Transactions with associates and jointly controlled companies
Postdata S.A.
sale of goods and services related to implemented IT projects
8.4
8.1
E-mon d.o.o.
0.3
1.0
Multicard d.o.o.
0.3
0.5
Total
9.0
9.6
n/a
15.3
4.6
18.1
0.6
1.0
Sale of services related to operating activities
n/a
0.9
-
0.4
-
1.6
1.9
4.5
0.1
0.1
0.4
0.3
7.6
42.2
-
0.1
-
0.1
0.1
0.1
16.7
52.0
Transactions with entities related through the Group’s Key Management Personnel
sale of goods and services related to implemented IT projects;
Polnord S.A.1)
rental of office space
Decsoft S.A. 2)
Ruch S.A.
3)
Epta d.o.o. 4)
Matrix42 Inc.
Disig, a.s.
5)
6)
Virte a.s.7)
8)
Konferenta UAB
Other entities related through the
key management personnel
sale of services and licenses related to implemented IT
projects
Total
Transactions with Members of the Management Board and Supervisory Board and Commercial
Proxies of Asseco Poland S.A.
sale of goods and services related to other activities
Total
Transactions with Members of Management Boards and Supervisory Boards and Commercial
Proxies of other Group companies
Total related party transactions
1)
In the period of 12 months ended 31 December 2013, Mr. Przemysław Sęczkowski, Vice President of the Company’s Management
Board, served as Member of the Supervisory Board of Polnord S.A. He held this position till 2 December 2013.
2)
In the period of 12 months ended 31 December 2014 as well as in the comparable period, Mr. Jacek Duch, Chairman of the Company’s
Supervisory Board, served as Member of the Supervisory Board of Decsoft S.A.
3)
In the period of 12 months ended 31 December 2014 and in the comparable period, Mr. Dariusz Stolarczyk, Member of the Company’s
Supervisory Board served as Member of the Management Board of Ruch S.A. He has held this position since 1 September 2013.
4)
In the period of 12 months ended 31 December 2013, a major shareholder in Epta d.o.o also served as President of the Management
Board of EŽ RAČUNALSTVO 2013 d.o.o (a subsidiary of Asseco South Eastern Europe, which was acquired on 23 October 2013).
On 2 January 2014, EŽ RAČUNALSTVO 2013 d.o.o. was merged with another company of Asseco South Eastern Europe Group.
111
5)
6)
7)
8)
In the period of 12 months ended 31 December 2014 as well as in the comparable period, our subsidiary Matrix42 AG held an 18%
equity interest in Matrix42 Inc. In addition, in the period of 12 months ended 31 December 2014 as well as in the comparable period,
Mr. Herbert Uhl, a major shareholder in Matrix42 Inc, was also a non-controlling shareholder in Asseco DACH S.A.
In the period of 12 months ended 31 December 2013, Juraj Kováčik served as Member of the Supervisory Board of Disig, a.s. (as of
23 September 2013) as well as performed managerial functions in Slovanet a.s. (a subsidiary of Asseco Central Europe).
In the period of 12 months ended 31 December 2014 as well as in the comparable period, Mr. Juraj Kováčik performed managerial
functions in Virte, a.s. and in Slovanet a.s. (a subsidiary of Asseco Central Europe).
In the period of 12 months ended 31 December 2014 as well as in the comparable period, shareholders in UAB Konferenta,
Mr. Albertas Sermokas and Mr. Evaldas Drasutis were non-controlling shareholders in our subsidiary UAB Sintagma and Asseco
Lietuva. Furthermore, they both served as members of the managerial stuff of UAB Sintagma and Asseco Lietuva.
112
Asseco Group purchases from related parties:
12 months
ended
31 Dec. 2014
Name of entity
PLN millions
PLN millions
0.7
0.8
0.7
0.8
(audited)
12 months
ended
31 Dec. 2013
(audited,
restated)
Transactions with associates
purchase of goods and services related to implemented IT
projects
Total
Postdata S.A.
Transactions with entities related through the Group’s Key Management Personnel
Koma Nord Sp. z o.o. 1)
purchase of services related to implemented IT projects
0.4
0.4
Top Fin Sp. z o.o.2)
2.7
1.8
n/a
0.6
-
1.6
-
4.4
MHM d.o.o.6)
Purchase of tangible assets, goods and services related to
operating activities
projects
projects
5.6
5.7
DM3 d.o.o.7)
0.6
0.6
-
0.2
1.6
0.7
0.6
0.6
0.5
0.5
n/a
1.7
n/a
4.1
1.2
1.1
2.2
2.9
15.4
26.9
Transactions with Members of Management Boards and Supervisory Boards and Commercial
Proxies of other Group companies
Dariusz Brzeski
purchase of advisory services
1.7
1.0
Andrzej Gerlach
0.1
2.3
Piotr Jakubowski
0.4
0.4
Jozef Klein
6.3
-
2.1
-
2.3
2.5
12.9
6.2
29.0
33.9
Epta d.o.o.3)
Matrix42 Inc. 4)
Matrix42 Ukraine5)
Business Data Consulting S.R.L.
MB Distribution
8)
Ltd.9)
MPS d.o.o., Skopje 10)
Sospes d.o.o.11)
Disig, a.s.12)
FOMAX, a.s.13)
UAB Linkas 14)
projects
projects
projects
projects
rental of office space; purchase of services related to other
activities
Other entities related through the
key management personnel
Total
Jacek Duch
Transactions with other members of management boards and supervisory boards and
commercial proxies of other Group companies
Total
1)
2)
3)
In the period of 12 months ended 31 December 2014 as well as in the comparable period, Mr. Andrzej Gerlach, the Company’s
Commercial Proxy, served as Member of the Supervisory Board of Koma Nord Sp. z o.o.
In the period of 12 months ended 31 December 2014 and in the comparable period, Mr. Andrzej Gerlach, the Company’s Commercial
Proxy, and Mrs. Ewa Góral, the wife of Mr. Adam Góral, President of the Company’s Management Board, as well as Mrs. Jolanta Wiza,
the wife of Mr. Artur Wiza, the Company’s Managing Director, were partners in the company Top Fin Sp. z o.o. Moreover, in the
analyzed period Mrs. Jolanta Wiza served as President of the Management Board of Top Fin Sp. z o.o. Since July 2013, Mr. Adam
Góral, President of the Company’s Management Board, has been the owner of business premises rented out to Top Fin Sp. z o.o.
In the period of 12 months ended 31 December 2013, a major shareholder in Epta d.o.o also served as President of the Management
Board of EŽ RAČUNALSTVO 2013 d.o.o (a subsidiary of Asseco South Eastern Europe, which was acquired on 23 October 2013).
On 2 January 2014, EŽ RAČUNALSTVO 2013 d.o.o. was merged with another company of Asseco South Eastern Europe Group.
113
4)
5)
6)
7)
8)
9)
10)
11)
12)
13)
14)
In the period of 12 months ended 31 December 2014 as well as in the comparable period, our subsidiary Matrix42 AG held an 18%
equity interest in Matrix42 Inc. In addition, in the period of 12 months ended 31 December 2014 as well as in the comparable period,
Mr. Herbert Uhl, a major shareholder in Matrix42 Inc, was also a non-controlling shareholder in Asseco DACH S.A.
In the period of 12 months ended 31 December 2014 as well as in the comparable period, Mr. Jochen Jaser, a shareholder in Matrix42
Ukraine, was also a non-controlling shareholder in our subsidiary Asseco DACH S.A. Furthermore, Mr. Jaser serves as member of the
managerial stuff of our subsidiary Matrix42 A.G.
In the period of 12 months ended 31 December 2014 as well as in the comparable period, shareholders in MHM d.o.o. served as
members of the managerial stuff of subsidiaries of Asseco South Eastern Europe.
In the period of 12 months ended 31 December 2014 as well as in the comparable period, Mr. Mihail Petreski, a shareholder in DM3
d.o.o., served as Vice Chairman of the Supervisory Board of Asseco South Eastern Europe.
In the period of 12 months ended 31 December 2014 as well as in the comparable period, the company Business Data Consulting S.R.L.
was related through the key management personnel of a subsidiary of Asseco South Eastern Europe.
In the period of 12 months ended 31 December 2014 as well as in the comparable period, the company MB Distribution Ltd. was
related through the key management personnel of a subsidiary of Asseco South Eastern Europe.
In the period of 12 months ended 31 December 2014 as well as in the comparable period, Mr. Mihail Petreski, a shareholder in MPS
d.o.o., Skopje, served as Vice Chairman of the Supervisory Board of Asseco South Eastern Europe.
In the period of 12 months ended 31 December 2014 as well as in the comparable period, the company Sospes d.o.o. was related
through the key management personnel of a subsidiary of Asseco South Eastern Europe.
In the period of 12 months ended 31 December 2013, Juraj Kováčik served as Member of the Supervisory Board of Disig, a.s. (as of
23 September 2013) as well as performed managerial functions in Slovanet a.s. (a subsidiary of Asseco Central Europe).
In the period of 12 months ended 31 December 2013, Peter Máčaj served as Member of the Supervisory Board of Fomax, a.s. as well
as performed managerial functions in Slovanet a.s. (a subsidiary of Asseco Central Europe). In addition, during the analyzed period,
Mr. Juraj Kováčik performed managerial functions both in Fomax, a.s. and in Slovanet a.s.
In the period of 12 months ended 31 December 2014 as well as in the comparable period, shareholders in UAB Linkas, Mr. Albertas
Sermokas and Mr. Evaldas Drasutis were non-controlling shareholders in our subsidiary UAB Sintagma and Asseco Lietuva.
Furthermore, they both served as members of the managerial stuff of UAB Sintagma and Asseco Lietuva.
114
Trade receivables and other receivables
as at
Name of entity
Trade payables and other
liabilities as at
31 Dec. 2014
31 Dec. 2013
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
(audited)
(audited,
restated)
PLN millions
PLN millions
PLN millions
PLN millions
Associates and jointly controlled companies
Postdata S.A.
E-mon d.o.o.
Multicard d.o.o.
Transactions with entities related through
the Group’s Key Management Personnel
Polnord S.A.
Koma Nord Sp. z o.o.
3.0
1.8
0.2
0.1
-
-
0.1
-
0.1
0.5
-
-
3.1
2.4
0.2
0.1
n/a
2.1
n/a
-
-
-
-
0.1
Decsoft S.A.
3.3
0.6
-
-
Ruch S.A.
0.7
1.2
-
-
Top Fin Sp. z o.o.
0.3
-
0.2
0.2
Epta d.o.o.
-
0.3
-
0.6
Matrix42 Inc.
-
3.9
-
-
MB Distribution Ltd.
-
-
-
0.1
Disig a.s.
-
1.4
-
0.3
Virte a.s.
-
2.4
-
-
Fomax a.s.
-
-
-
2.5
UAB Linkas
-
-
0.4
0.3
Higher School of Finance and Administration in Sopot
1.5
1.5
-
-
Other
0.4
0.3
0.3
-
Total
6.2
13.7
0.9
4.1
Transactions with Members of Management Boards
and Supervisory Boards and Commercial Proxies of
other Group companies
Dariusz Brzeski
-
-
0.1
0.1
Piotr Jakubowski
-
-
-
0.1
Other persons
1.5
0.1
0.1
0.1
Total
1.5
0.1
0.2
0.3
10.8
16.2
1.3
4.5
Transactions with related parties are carried out on an arm’s length basis.
As at 31 December 2014, the balance of receivables from related parties comprised trade receivables
(PLN 6.1 million) as well as other receivables (PLN 4.7 million).
As at 31 December 2013, the balance of receivables from related parties comprised trade receivables
(PLN 8.7 million) as well as other receivables (PLN 7.5 million).
As at 31 December 2014, liabilities to related parties comprised trade payables (PLN 1.0 million) as well as
other liabilities (PLN 0.3 million).
As at 31 December 2013, liabilities to related parties comprised only trade payables (PLN 4.5 million).
Loans granted to related parties are described in explanatory note 15 to these consolidated financial
statements.
115
30. Notes to the Statement of Cash Flows
Cash flows – operating activities
The table below presents items included in the line “Changes in working capital”:
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
Change in inventories
33.3
(17.1)
Change in receivables
(69.6)
(59.4)
Change in liabilities
(57.0)
48.8
27.1
(1.5)
Change in prepayments and accruals
Change in provisions
(15.0)
23.5
(81.2)
(5.7)
Cash flows – investing activities
In the period of 12 months ended 31 December 2014, the balance of cash flows from investing activities was
affected primarily by the following proceeds and expenditures:

Acquisitions of property, plant and equipment and intangible assets include purchases of property, plant
and equipment for PLN 109.4 million, purchases of intangible assets for PLN 24.8 million, as well as
expenditures for ongoing development projects amounting to PLN 69.9 million.

Expenditures for the acquisition of subsidiaries and associates, and cash and cash equivalents in
the acquired subsidiaries as at the date of obtaining control:
for the period of 12 months ended 31 December 2014
Acquisition of
subsidiaries
Cash in subsidiaries
acquired
(audited)
(audited, restated)
PLN millions
PLN millions
Acquisitions made by Formula Systems Group
(12.7)
-
Acquisitions made by Magic Software Enterprises Group
(15.4)
3.7
(18.2)
4.4
Acquisitions made by Sapiens International Corp. Group
(7.0)
0.4
Acquisitions made by Asseco Central Europe Group
(1.8)
-
Acquisitions made by Asseco South Western Europe Group
(1.1)
1.8
Acquisitions made by Asseco DACH Group
(14.5)
0.5
Other acquisitions
(22.8)
0.2
(93.5)
11.0

The following table presents detailed cash flows relating to loans during the period of 12 months ended
31 December 2014:
Loans for other related entities
Loans collected
Loans granted
(audited)
(audited, restated)
PLN millions
PLN millions
1.4
(5.5)
Loans for employees
14.1
(0.2)
Term cash deposits with original maturities exceeding 3 months
10.4
(47.3)
Total
25.9
(53.0)
116
Cash flows – financing activities

“Proceeds from transactions with non-controlling interests” include primarily capital raised from
issuances of shares made by companies of Formula Systems Group under their employee stock option
plans which were paid up by non-controlling shareholders, as well as PLN 167.0 million (USD 54.7 million)
of capital raised from the issuance of shares carried out by Magic Software Enterprises in the first
quarter of 2014;

“Proceeds from bank loans and borrowings” include primarily a bank loan amounting to PLN 176.5
million (NIS 200 million) that was taken by Formula Systems;

Expenditures for the acquisition of non-controlling interests include the following items:
(unaudited)
PLN millions
(40.2)
Acquisition of an additional stake in Magic
(21.1)
Acquisition of an additional stake in Matrix IT
Acquisition of an additional stake in Sapiens International
Acquisition of treasury shares by Asseco Danmark &
PeakConsulting
Acquisition of other non-controlling interests
Total
(4.0)
(37.8)
(1.9)
(0.3)
(105.3)
31. Off-balance-sheet liabilities towards other entities
The Group is a party to a number of rental, leasing and other contracts of similar nature, resulting in the
following off-balance-sheet liabilities for future payments:
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
PLN millions
PLN millions
Liabilities under leases of space
In the period up to 1 year
In the period from 1 to 5 years
Over 5 years
89.1
85.1
205.0
195.2
9.5
2.6
303.6
282.9
In the period up to 1 year
46.8
42.7
In the period from 1 to 5 years
40.6
37.2
-
-
87.4
79.9
Liabilities under operating lease agreements
Over 5 years
117
32. Objectives and principles of financial risk management
Asseco Group is exposed to a number of risks arising either from the macroeconomic situation of
the countries where the Group companies operate as well as from microeconomic situation in individual
companies. The main external factors that may have an adverse impact on the Group’s financial
performance are: (i) fluctuations in foreign currency exchange rates versus the Polish zloty, and
(ii) changes in official interest rates. The financial results are also indirectly affected by the pace of GDP
growth, value of public orders for IT solutions, level of capital expenditures made by enterprises, and
the inflation rate. Whereas, the internal factors with potential negative bearing on the Group’s performance
are: (i) risk related to the increasing cost of work, (ii) risk arising from underestimation of the project costs
when entering into contracts, and (iii) risk of concluding a contract with a dishonest customer.
Foreign currency risk
The Group’s presentation currency is the Polish zloty; however, many contracts or lease agreements are
denominated in foreign currencies. With regard to the above, the Group is exposed to potential losses
resulting from fluctuations in foreign currency exchange rates versus the Polish zloty in the period from
concluding a contract until it is invoiced or paid for. Moreover, functional currencies of the Group’s foreign
subsidiaries are the local currencies of the countries where they operate. Consequently, assets and financial
results of such subsidiaries need to be converted to Polish zlotys and their values presented in the Group
financial statements may change as they remain under the influence of foreign currency exchange rates.
Identification: According to the Group’s procedures pertaining to entering into commercial contracts, each
agreement that is concluded or denominated in a foreign currency different from the functional currency
shall be entered into a detailed record.
Measurement: The exposure to foreign currency risk is measured by the amount of an embedded financial
instrument on one hand, and on the other by the amount of currency derivatives concluded for hedging
purposes. The procedures applicable to the execution of IT projects require making systematic updates of
the project implementation schedules as well as the cash flows generated under such projects.
Objective: The purpose of counteracting the risk of fluctuations in foreign currency exchange rates is to
mitigate their negative impact on the contract margins.
Actions: Contracts settled in foreign currencies are hedged with simple derivatives such as currency forward
contracts, while instruments embedded in foreign currency denominated contracts are hedged with
non-deliverable forward contracts. Whereas, contracts concluded in foreign currencies are hedged with
forward contracts with delivery of cash.
Matching the actions to hedge against the foreign currency risk means selecting suitable financial
instruments to offset the impact of changes in the risk-causing factor on the Group’s financial performance
(changes in embedded instruments and concluded instruments are balanced out). Nevertheless, because
the project implementation schedules and cash flows generated thereby are characterized by a high degree
of changeability, the Group companies are prone to changes in their exposure to foreign exchange risk.
Therefore, the companies dynamically transfer their existing hedging instruments or conclude new ones
with the objective to ensure the most effective matching. It has to be taken into account that the valuation
of embedded instruments changes with the reference to the parameters as at the contract signing date
(spot rate and swap points), while transferring or conclusion of new instruments in the financial market may
only be effected on the basis of current rates available. Hence, it is possible that the value of financial
instruments will not be matched and the Group’s financial result will be potentially exposed to the foreign
currency risk.
Interest rate risk
Changes in the market interest rates may have a negative influence on the financial results of the Group.
The Group is exposed to the risk of interest rate changes primarily in the following areas of its business
activities: (i) changes in the value of interest charged on loans granted by external financial institutions to
the Group companies, which are based on variable interest rates, and (ii) changes in the valuation of debt
securities such as Treasury and corporate bonds, as well as derivative instruments held.
118
Identification: The interest rate risk arises and is recognized by individual companies of the Group at
the time of concluding a transaction or a financial instrument exposed to such risk. All such agreements are
subject to analysis by appropriate departments within the Group companies.
Measurement: The Group companies measure their exposure to the interest rate risk by preparing
the statements of total amounts of financial instruments exposed to such risk. Additionally, the Group
companies maintain records of debt planned to be incurred during the next 12 months, and in case of
long-term instruments – for the period of their maturity.
Objective: The purpose of reducing such risk is to mitigate against incurring higher expenses due to
the concluded financial instruments based on a variable interest rate, or losses on the revaluation of debt
securities carried at fair value.
Actions: In order to reduce their interest rate risk, the Group companies may: (i) try to avoid taking out loan
facilities based on a variable interest rate or, if not possible, (ii) conclude forward rate agreements.
Matching: The Group gathers and analyzes the current market information concerning present exposure to
the interest rate risk.
Financial liquidity risk
The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This solution
takes into account the maturity deadlines of investments and financial assets (e.g. receivables, other
financial assets) as well as the anticipated cash flows from operating activities.
The Group’s objective is to maintain a balance between continuity and flexibility of financing by using
various sources of funds.
The table below discloses the Group’s trade payables as at 31 December 2014 and 31 December 2013,
by maturity period based on contractual undiscounted payments.
Trade payables
31 Dec. 2014
31 Dec. 2013
(audited)
(audited, restated)
PLN millions
Liabilities due already
%
PLN millions
%
79.4
19.05%
31.7
7.26%
326.1
78.22%
402.8
92.22%
Liabilities falling due within 3 to 6 months
2.4
0.58%
0.6
0.14%
Liabilities falling due within 6 to 12 months
9.0
2.16%
1.7
0.38%
416.9
100.0%
436.8
100.0%
Liabilities falling due within 3 months
The tables below present the ageing structure of other financial liabilities as at 31 December 2014 and
31 December 2013.
Liabilities falling
due within 3
months
Liabilities falling
due within 3 to 12
months
Liabilities falling
due within
1 to 5 years
Liabilities falling
due after 5 years
Total
(audited)
Bank loans and borrowings
Total
92.7
124.0
473.4
83.3
7.4
20.9
105.6
20.5
773.4
154.4
100.1
144.7
578.2
104.0
927.0
42.0
121.4
314.7
69.7
547.8
8.4
22.3
131.0
20.1
181.8
50.4
143.1
446.5
89.8
729.8
(audited, restated)
Bank loans and borrowings
Total
119
Items of income, expenses, gains and losses recognized in the income statement
As at 31 December 2014, the following items of income, expenses, gains and losses were recognized in
the Group’s income statement:
Items of income, expenses, gains and losses recognized in the income
statement
For the period of 12 months ended 31 December 2014 (audited)
Interest income
(expenses):
PLN millions
Reversal
(recognition)
of impairment
write-downs
Gain (loss) on
valuation and
exercise
Total
PLN millions
PLN millions
PLN millions
Financial assets
Financial assets carried at fair value through profit or loss
Debt securities
1.6
(0.2)
1.6
3.0
1.6
-
1.3
2.9
Currency forward contracts
-
-
0.4
0.4
Shares
-
(0.2)
(0.1)
(0.3)
7.7
-
-
7.7
1.3
(0.2)
-
1.1
-
(0.2)
-
(0.2)
1.3
-
-
1.3
Shares
Debt securities
Loans granted and receivables
6.3
16.8
-
23.1
Loans granted to related parties
0.5
-
-
0.5
Loans granted to other entities
2.9
24.0
-
26.9
Trade receivables from other entities
2.9
(7.2)
-
(4.3)
-
-
(1.3)
(1.3)
-
-
(1.3)
(1.3)
(32.7)
-
-
(32.7)
(29.3)
-
-
(29.3)
(3.4)
-
-
(3.4)
(0.8)
-
-
(0.8)
(16.6)
16.4
0.3
0.1
Financial liabilities carried at fair value through profit or loss
Forward contracts / futures
issued
Bank loans
Interest-bearing borrowings
Trade payables
Total
120
Fair value
As at 31 December 2014, the Group held the following financial assets measured at fair value:
As at 31 December 2014 (audited)
Book value
Level 1i)
Level 2 ii)
Level 3 iii)
PLN millions
PLN millions
PLN millions
PLN millions
6.2
-
6.2
-
Treasury and corporate bonds
42.1
42.1
-
-
Shares in companies quoted on active markets
13.3
13.3
-
Other assets
Total
0.1
0.1
61.7
55.4
6.2
0.1
Shares in companies listed on regulated markets
3.9
3.9
-
-
Shares in companies not listed on regulated markets
9.5
-
-
9.5
158.1
158.1
-
-
Total
171.5
162.0
-
9.5
i. fair value determined on the basis of quoted prices offered in active markets for identical assets;
ii. fair value determined using calculation models based on inputs that are, either directly or indirectly, observable in active markets;
iii. fair value determined using calculation models based on inputs that are not, directly or indirectly, observable in active markets.
As at 31 December 2013, the Group held the following financial assets measured at fair value:
As at 31 December 2013 (audited, restated)
Book value
Level 1i)
Level 2 ii)
Level 3 iii)
PLN millions
PLN millions
PLN millions
PLN millions
8.7
-
8.7
-
41.6
41.6
-
-
Shares in companies quoted on active markets
10.1
10.1
-
-
Total
60.4
51.7
8.7
-
2.8
2.8
-
-
12.0
-
-
12.0
1.9
1.9
-
-
16.7
4.7
-
12.0
Shares in companies listed on regulated markets
Shares in companies not listed on regulated markets
Total
i. fair value determined on the basis of quoted prices offered in active markets for identical assets;
ii. fair value determined using calculation models based on inputs that are, either directly or indirectly, observable in active markets;
iii. fair value determined using calculation models based on inputs that are not, directly or indirectly, observable in active markets.
121
33. Employment
Numbers of employees in the Group companies as at:
Management Board of the Parent Company
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
11
11
120
135
15,718
14,204
Sales departments
1,236
1,163
Administration departments
1,396
1,280
18,481
16,793
Management Boards of the Group companies
Production departments
Total
31 Dec. 2014
31 Dec. 2013
(audited)
(audited,
restated)
Asseco Poland S.A.
3,062
3,137
Formula Systems Group
9,429
7,566
1,450
1,442
Numbers of employees in the Group companies as at:
1,403
1,416
ZAO R-Style Softlab
726
848
595
592
Asseco South Western Europe Group
520
488
Asseco DACH Group
211
363
C.K. Zeto Łódź S.A.
141
147
Sintagma UAB Sp. z o.o.
166
159
Combidata Poland Sp. z o.o.
126
143
ZUI OTAGO Sp. z o.o.
144
130
PI Zeto Bydgoszcz S.A.
115
120
ZUI Novum Sp. z o.o.
63
59
ADH-Soft Sp. z o.o.
50
47
SKG S.A.
43
44
Asseco Georgia LLC
30
42
Asseco Danmark A/S
30
25
Peak Consulting Group ApS
18
14
Gladstone Consulting Ltd.
-
-
70
n/a
Sigilogic Sp. z o.o.
56
n/a
Asseco Resovia S.A.
4
4
Gdyński Klub Koszykówki “Arka” S.A.
7
7
16
n/a
Asseco Kazakhstan
Total
6
n/a
18,481
16,793
122
34. Remuneration of the entity authorized to audit financial statements
The table below discloses the amounts due to the entity authorized to audit financial statements of
the Company, namely Ernst & Young Audyt Polska Sp. z o.o. sp.k. (formerly: Ernst & Young Audit Sp. z o.o.),
paid or payable for the years ended 31 December 2014 and 31 December 2013, in a breakdown by type of
service:
12 months ended
31 Dec. 2014
Obligatory audit of the annual financial statements
Other certification services
Transaction advisory services
Total
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
1.4
1.4
-
-
-
-
1.4
1.4
35. Remuneration of the Management Board and Supervisory Board of Asseco Poland S.A.
The table below presents the amounts of remuneration payable to individual Members of the Company’s
Management Board and Supervisory Board for performing their duties at the Parent Company during the
years 2014 and 2013.
12 months ended
31 Dec. 2014
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
2.2
1.9
1.4
1.5
Management Board
Adam Góral
Przemysław Borzestowski
Andrzej Dopierała
1
1.2
0.7
Tadeusz Dyrga
1.6
1.8
Rafał Kozłowski
1.0
0.8
Marek Panek
1.3
1.1
Paweł Piwowar
1.8
1.7
Zbigniew Pomianek
2.3
2.0
1.2
1.2
Przemysław Sęczkowski
1.9
1.7
Robert Smułkowski
2.0
1.9
17.9
16.3
Jacek Duch
0.20
0.17
Piotr Augustyniak
0.10
0.07
Dariusz Brzeski
0.10
0.07
Artur Kucharski
0.10
0.07
Adam Noga
0.14
0.11
Dariusz Stolarczyk
0.10
0.07
Total
0.74
0.56
Total
Supervisory Board
1.
The Company’s Supervisory Board, during its meeting held on 21 June 2013, appointed Mr. Andrzej Dopierała to serve as Member
and Vice President of the Company’s Management Board over the five-year joint term of office running from 2011 to 2016. Mr.
Andrzej Dopierała has taken the position of Vice President of the Management Board as of 1 September 2013.
123
The table below presents remuneration payable to Members of the Management Board and Supervisory
Board of Asseco Poland for acting as Members of the Management Boards and/or Supervisory Boards in
subsidiaries of Asseco Poland during the years 2014 and 2013.
12 months ended
31 Dec. 2014
Members of the Management Board of Asseco Poland performing
functions in subsidiaries
Members of the Supervisory Board of Asseco Poland performing
functions in subsidiaries
Total
(audited)
12 months ended
31 Dec. 2013
(audited, restated)
PLN millions
PLN millions
1.2
0.3
-
-
1.2
0.3
36. Capital management
The primary objective of the Group’s capital management is to maintain a favourable credit rating and a safe
level of capital ratios in order to support the Group’s business operations and maximize shareholder value.
The Group manages its capital structure and makes necessary adjustments in response to the changing
economic conditions. In order to maintain or adjust its capital structure, the Group may decide to pay out
a dividend, return some capital to shareholders, or issue new shares.
The Group consistently monitors the balance of its capital using the leverage ratio, which is calculated as
a relation of net liabilities to total equity increased by net liabilities. Net liabilities include interest-bearing
bank loans, borrowings, trade payables and other liabilities, decreased by cash and cash equivalents.
31 Dec. 2014
31 Dec. 2013
(audited)
(audited, restated)
PLN millions
PLN millions
Interest-bearing loans and borrowings
726.5
528.7
131.5
151.9
Trade payables, state budget liabilities, and other liabilities
823.4
867.3
(1,223.8)
(968.6)
457.6
579.3
Equity
5,282.9
5,247.5
Equity and net debt
5,740.5
5,826.8
8.0%
9.9%
Minus cash and cash equivalents (-)
Net debt
Leverage ratio
124
37. Significant events after the balance sheet date
 Acquisition of shares in Szczecin-based UNIZETO TECHNOLOGIES S.A. by Asseco Systems S.A.
On 13 February 2015, the Company signed an agreement to purchase 911,150 shares representing 81.3% of
the share capital and voting rights at the general meeting of UNIZETO TECHNOLOGIES S.A. seated at
21 Królowej Korony Polskiej St., 70-486 Szczecin (hereinafter referred to as “UNIZETO”). The agreement has
been concluded between our subsidiary Asseco Systems S.A., acting as the Buyer, and 45 natural person
shareholders of UNIZETO, acting as the Sellers. This agreement is conditional because the Articles of
Association of UNIZETO provide the holders of preference shares in UNIZETO with the right of pre-emption,
which can be exercised by submitting a declaration to buy the Shares subject to the above-mentioned
agreement within one week of receiving relevant notification.
As the entitled shareholders did not exercise their pre-emption rights to acquire shares in UNIZETO within
the deadline determined in the above-mentioned agreement, on 23 February 2015, Asseco Systems S.A.
effectively purchased 911,150 shares in UNIZETO.
On 26 February 2015, Asseco Systems S.A. concluded the next conditional agreement to purchase 100,844
registered preference shares representing 9.0% of the share capital and voting rights at the general meeting
of UNIZETO. This agreement is conditional because the Articles of Association of UNIZETO provide the
holders of preference shares in UNIZETO with the right of pre-emption, which can be exercised by submitting
a declaration to buy the Shares subject to the above-mentioned agreement within one week of receiving
relevant notification.
 Disposal of real estate located at 74, 17 Stycznia St., Warsaw
On 28 November 2014, the Company signed a preliminary agreement to sell its real estate located in
Warsaw, at 74, 17 Stycznia St. The final agreement to sell the above-mentioned property was signed on
24 February 2015.
125
Asseco Poland S.A.
14 Olchowa St.
35-322 Rzeszów, Poland
phone: +48 17 888 55 55
fax: +48 17 888 55 50
e-mail: [email protected]
www.inwestor.asseco.pl

Annual Report of Asseco Group for the year ended 31 December 2014

Transcription

Similar documents

OFFER Online payments

Poland TSsupply-and-background-2014

1 EU non-Grant financiaL instrUmEnts at Bank Gospodarstwa

Diapositiva 1

Teleplan Annual Report 2007 from website

Teleplan_GB_2006_Final

Fan Zone Guide - UEFA EURO 2012 w Gdańsku

Annual Report 2005

4 MB Biuletyn 4/2015

Renewable source of eco-development