ang-Sprawozdanie Zarządu z działalności Grupy

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CONSOLIDATED ANNUAL REPORT
OF THE TRAKCJA POLSKA CAPITAL GROUP
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
published pursuant to § 82 Section 2 of the Finance Minister’s Regulation of 19 February 2009
Warsaw, March 2010
TRAKCJA POLSKA CAPITAL GROUP
Report on the activity of the Issuer’s Group in 2009
Contents of the annual report:
I. Letter from the President of the Management Board to the Shareholders
II. Report on the activity of the Trakcja Polska Capital Group in 2009
III. Management Board’s representation
IV. Consolidated annual financial statements of the Trakcja Polska Capital Group for
the financial year ended 31 December 2009
V. Auditor’s opinion and report
2
Ladies and gentlemen,
2009 was a relatively peaceful year for Trakcja Polska S.A. and for its Capital Group. The decline in
sales revenues did not result from weaker business conditions in Poland and globally, but rather from
delays in several large tenders for construction and installation services in the railway infrastructure
sector. Delays in the process of organizing and making decisions regarding tenders were observable
in the second half of 2008. They resulted in capital expenditures of PKP Polskie Linie Kolejowe in
2009 falling by more than 10% compared to 2008.
The Group's strong financial standing and its suitable approach to risk management, especially FX risk
and its hedging policy allowed the Group companies to make their way through the economy’s most
difficult period, featuring depreciation in the Polish zloty, enormous volatility in exchange rates and
very limited credit availability. Weaker business conditions allowed us to benefit from lower prices for
some services and materials.
The obvious margin improvements resulted not only from some cost price constriction ; this situation
also allowed us to release reserves for FX rate risk hedges. These reserves were established at the
end of 2008 in connection with the sudden depreciation of the Polish zloty. However, the most
important driver of margin growth in 2009 was the increasing utilization of own resources and
increased efficiency of individual Group companies.
The Trakcja Polska Group performed a number of different contracts with the major ones entailing
modernization of the Terespol – Skierniewice, Malczyce – Środa Śląska, Józefinów – Warszawa
Gdańska lines, modernization of the Legionowo, Modlin and Nowy Dwór train stations on the
Warszawa – Gdynia route.
In all these contracts, companies from our Group acted as consortium leaders.
In 2009, we made further steps to increase the level of integration within the Group. As a result of this
strategy, Trakcja Polska S.A. merged with PRK-7 S.A. The operation was possible after the successful
completion of the acquisition of shares from minority shareholders. The merger of the companies will
not only result in significant savings, but also in much closer operating cooperation between these two
companies. In connection with their merger, Mr. Tadeusz Bogdan, the Vice-President of the PRK-7
S.A. Management Board for many years, was appointed to the position of Vice-President of the
Trakcja Polska S.A. Management Board.
The investment that Trakcja Polska S.A. made in Eco-Wind Construction S.A. in June 2009 was the
first step in executing the diversification strategy adopted by the Group, which was previously highly
dependent on business from PKP Polskie Linie Kolejowe S.A. This investment opens opportunities for
the Group to take advantage of the dynamic growth of the renewable energy market, especially the
development of the wind energy sector. Through Eco-Wind Construction, the Trakcja Polska Group
will not only prepare designs for new wind farms – it also intends to participate in project execution.
We are optimistic about our future. Despite the crisis and temporary organizational difficulties,
expenditures for railway transport will grow. Poland has a historic opportunity to modernize this area
thanks to funds from the European Union.
In economic history, public works have often proven to be a means of mitigating the repercussions of
recession. The government of the Republic of Poland is aware of this fact. The Trakcja Polska Capital
Group is prepared to participate in the execution of extensive plans to modernize the Polish railway
lines, to the benefit of Poland, our customers, our partners and our shareholders.
Respectfully yours,
Maciej Radziwiłł
President of the Management Board
Trakcja Polska S.A.
3
Management Board report
on the activity of the
TRAKCJA POLSKA
Capital Group
in 2009
CONTENTS
1.
Business activity of the Trakcja Polska Capital Group............................................................................. 6
Types of products and services................................................................................................................................ 7
Sales structure........................................................................................................................................................... 8
Material construction services agreements ............................................................................................................. 8
Client markets and supply sources .......................................................................................................................... 9
Current and forecast standing of the Trakcja Polska Capital Group ...................................................... 11
2.1. The Group’s financial results in 2009..................................................................................................................... 11
2.2. Major deposits and capital expenditures ............................................................................................................... 13
2.3. Financial ratios of the Group................................................................................................................................... 14
2.4. Evaluation of financial resources management..................................................................................................... 14
2.5. Explanation of differences between the achieved and forecast financial results of the Trakcja Polska Group. 15
2.6. Material events after the balance sheet date......................................................................................................... 15
2.7. Evaluation of possibilities of achieving investment intentions, including capital investments............................. 16
2.8. Description of factors significant for the Capital Group’s development................................................................ 16
2.9. Evaluation of factors and unusual events affecting the 2009 results of the Trakcja Polska Group.................... 17
2.10. Capital Group strategy and development .............................................................................................................. 17
2.11. Risk Factors............................................................................................................................................................. 18
Organization of the Capital Group ......................................................................................................... 19
3.1. Structure of the Capital Group................................................................................................................................ 19
3.2. Information on major Capital Group companies.................................................................................................... 19
3.3. Headcount information............................................................................................................................................ 20
3.4. Changes in basic management principles in the Capital Group .......................................................................... 20
Report on compliance with the corporate governance rules .................................................................. 21
4.1. Indication to what extent the Parent Company refrained from applying certain provisions of the corporate
governance rules, specification of such provisions and explanation of the reasons for such non-application.. 21
4.2. Description of the manner of operation of the Shareholder Meeting, its basic rights, and a description of
shareholder’s rights and the manner of exercising them ...................................................................................... 22
4.3. Composition and operating principles of the Company's management and supervisory bodies and their
committees .............................................................................................................................................................. 22
4.4. Description of basic features of external audit and risk management systems with reference to the process of
drawing up consolidated financial statements....................................................................................................... 24
4.5. Indication of the set of corporate governance rules applicable to the Parent Company and the place where it is
publicly available. .................................................................................................................................................... 24
4.6. Specification of shareholders holding directly or indirectly significant blocks of shares...................................... 24
4.7. Specification of holders of any securities giving special controlling rights including a description of such rights
25
4.8. Specification of any restrictions on voting rights.................................................................................................... 25
4.9. Specification of any restrictions on the transfer of the title to securities issued by Trakcja Polska S.A. ............ 25
4.10. Description of the rules for appointing and dismissing managers and their powers, in particular the right to
make decisions on issuing or redeeming shares .................................................................................................. 25
4.11. Description of amendments to the Articles of Association of Trakcja Polska S.A............................................... 25
4.12. Description of the manner of operation of the Shareholder Meeting, its basic rights, and a description of
shareholder’s rights and the manner of exercising them ...................................................................................... 25
Other information ................................................................................................................................... 27
5.1. Material contracts .................................................................................................................................................... 27
5.2. Credit and loan agreements ................................................................................................................................... 28
5.3. Contingent receivables and liabilities ..................................................................................................................... 29
5.4. Agreements concluded between the Parent Company and managers............................................................... 29
5.5. Remuneration of Management Board and Supervisory Board members ........................................................... 29
5.6. Information on the number of shares held by the Parent Company and shares in related entities held by
persons managing and supervising the Parent Company.................................................................................... 30
5.7. Information about agreements which may result in changes to the proportions of shares held by the current
shareholders............................................................................................................................................................ 30
5.8. Information on employee stock control systems ................................................................................................... 30
5.9. Information on treasury stock purchases............................................................................................................... 30
5.10. Material litigation and disputes ............................................................................................................................... 30
5.11. Important achievements in the area of research and development..................................................................... 31
5.12. Information about the entity acting as the chartered auditor................................................................................. 31
1.1.
1.2.
1.3.
1.4.
2.
3.
4.
5.
5
Figures presented in this report on the Issuer’ Group's activity are stated in thousand Polish zloty, except for items clearly
stating otherwise.
1. BUSINESS ACTIVITY OF THE TRAKCJA POLSKA CAPITAL GROUP
The Group comprised of Trakcja Polska S.A. („Trakcja Polska”, „Company”, „Parent Company”), Przedsiębiorstwo
Robót Kolejowych i InŜynieryjnych S.A. („PRKiI S.A.”, „PRKiI”, „subsidiary”), Bahn Technik Wrocław Sp. z o.o.
(„Bahn Technik”), PRK 7 Nieruchomości Sp. z o.o. („PRK 7 Nieruchomości”) and Eco - Wind Construction S.A.
(„EWC”) is one of the leading entities on the Polish market of rail infrastructure construction. The main line of
business of our Group is organization and execution of construction and assembly work in the area of
comprehensive construction and modernization of railway and tramway tracks. We perform earthworks related to
modernization or construction of railway track substructure, reconstruction of engineering structures (culverts,
bridges, overpasses etc.), works related to the construction or replacement of track structure (railway subgrade).
Additionally, we provide comprehensive services in the area of building contact line power supply systems and
building and modernizing the contact system network. An important element of our offer is construction of
buildings, both for railway infrastructure purposes (railway traction substation buildings, signal towers, junction
posts, station buildings, train depots and others) and general construction (residential and office). Our services
are supplemented by the services of building power supply systems and remote control systems. For over fifty
years, companies from our Capital Group have been building complete medium voltage, and recently also high
voltage electric power installations, in new, modernized and renovated railway power supply structures.
We have modernized several thousand kilometers of railway lines and electrified more than 10,000 km of railway
lines in Poland, built and modernized over 450 traction substations and 380 sectioning cabins. At present, our
Group participates in the modernization of railway lines within the project of adjusting the Polish railway
infrastructure to the integrated transportation system which is being implemented in European Union states.
The major contracts performed recently by our Group include: the contract to modernize the Warszawa Towarowa
– Warszawa Gołąbki – Józefinów – Warszawa Gdańska railway where the overall contract value was PLN 121
million, the contract to modernize the railway hub in Poznań worth EUR 19 million, the contract to modernize the
railway line section from Warszawa Zachodnia to Warszawa Okęcie worth PLN 219 million, the contract to
modernize the E30 railway line, sections Węgliniec - Zgorzelec and Węglliniec - Bielawa Dolna, section Węgliniec
– Pieńsk worth EUR 20 million, the contract to modernize the E20 railway line, section Siedlce – Terespol, stage I,
LOT D, Biała Podlaska – Terespol – Polish Border worth EUR 83 million.
Currently, we are continuing the performance of the contract concluded in 2008 to modernize the E-65 railway line
- Modlin, Nowy Dwór Maz. and Legionowo stations worth approx. EUR 101 million, a few contracts related to the
modernization of the E 65/CE 65 railway line section Warsaw – Gdynia – LCS Ciechanów area for the overall
value of PLN 145 million, the contract related to the modernization of railway line 223 from Czerwonka to Ełk,
section Orzysz to Ełk, km 85.300 – 120.739 worth PLN 38 million, the contract related to reconstruction and
modernization of the E-30/CW-30 railway line, section Opole-Wrocław-Legnica, route Środa Śląska – Malczyce
worth PLN 167 million.
The sixty years of practical experience on the market has allowed us to work out high quality order performance
systems, which are highly valued by our Partners as they ensure safe operation of the infrastructure we build or
renovate and usage of the devices manufactured by our Group.
Bearing in mind the great importance of the quality of products we manufacture, we make efforts to ensure that
our products fulfill the required quality standards, which is confirmed by the numerous certificates that we were
awarded, including: „Certificates of eligibility of systems and products for application in PKP” and „Certificates of
approval for application in PKP” issued by the Railway Science and Technology Center (Centrum NaukowoTechniczne Kolejnictwa, „CNTK”), and certificates of the Electrotechnical Institute (Instytut Elektrotechniki).
The long years of market practice have allowed us to develop project management techniques, which ensure that
we perform the work commissioned to us in keeping with the assumed schedules, while maintaining the required
quality and special requirements submitted by investors.
Most of the projects performed by our Group are financed by funds obtained from the European Union and the
government of the Republic of Poland, so they must be performed in a manner strictly following the EU
procedures, which additionally contributes to the quality of the services provided and products manufactured by
us.
6
1.1.
Types of products and services
The scope of our activity includes the following services:
Comprehensive modernization of railway lines
Modernization of railway lines includes:
•
development and consultation of concepts for all the disciplines, preparation of building design
documentation, working design and obtaining all the permits and approvals, preparation of as-built
documentation,
•
replacement of railway track substructure and superstructure using mechanized substructure and track
machinery and construction of drainage systems
•
dismantling overhead contact systems with removing old foundations and building a new overhead
contact system using modern methods of laying foundations by piling with the use of trains for
continuous replacement of the system,
•
renovation or complete reconstruction of civil engineering facilities, culverts, bridges and overpasses,
•
building power supply systems for railway lines,
•
comprehensive modernization of railway crossings (crossings of roads with railway lines)
•
reconstruction of control systems for railway traffic,
•
preparation of construction sites,
•
construction of complete buildings or their parts,
•
execution of construction installations, civil engineering works for tracks and roads,
•
building overhead and underground power lines
•
building railway and tramway power supply network and water engineering systems.
Moreover, where necessary, we cooperate with specialized companies mainly in the area of tasks related to the
protection of railway traffic and telecommunication.
In our supplementary activity, we manufacture various types of industrial devices used to modernize railway
infrastructure, which include: traction and enclosed switchboards 15 kV, direct current switchboards 3 kV, 1.5 kV,
1 kV, 0.8 kV, switchgear cabinets, local and remote control devices and system disconnector drives, steel frame
structures for assembling substations and power equipment, selected ancillary equipment for the overhead
contact system.
Construction of buildings
Construction of buildings within the Trakcja Polska Group includes:
•
construction of apartment complexes
•
public utility buildings,
•
industrial facilities,
Development activity
The line of business of the Group company PRK 7 Nieruchomości Sp. z o.o. includes, among others, the
following:
•
construction
•
service of real estate on its own account
•
lease of real estate on its own account
PRK 7 Nieruchomości Sp. z o.o. develops apartment complexes and houses on lands previously purchased from
PRK-7 S.A. The company executes real estate development projects using General Contractor services. So far,
such services were provided by PRK-7 S.A. and currently Trakcja Polska S.A.
7
1.2.
Sales structure
The sales structure of construction and installation services by types of works is presented below.
Type of work
Domestic sales
2009
% share
of work
category
2008
% share of
work
category
681,694
100 %
764,096
100 %
Traction work
83,732
12%
123,138
16%
Power-related work
56,779
9%
90,610
12%
Track work
342,847
50%
279,520
37%
Road work
5,320
1%
10,125
1%
119,146
18%
131,547
17%
64,244
9%
98,117
13%
Engineering work
Automation, IT and telecommunication
Earthworks
Others
-
-
-
-
9,627
1%
31,041
4%
-
-
-
-
Foreign sales
681,694
TOTAL
764,096
The table above presents the breakdown of our revenues by respective work types. The sum of revenues by work types is not
equal to the revenues shown in the profit and loss account for the following reasons:
•
in order to keep fixed margins during the term of the contract, we are presenting fixed sales instead of actual sales,
•
we do not include the income on currency transactions, which are presented in the profit and loss account as
revenues on sales of construction services,
•
we do not include adjustments related to discounting of the receivables, which are required by IFRS reporting
principles.
1.3.
Material construction services agreements
Major construction services contracts concluded by Trakcja Polska Group companies in 2009:
Agreement
signing
date
Contract
currency
Contract
value
(thous.)
Counterparty
06.03.2009
PLN
167,221
PKP PLK S.A.
16.04.2009
PLN
38,066
PKP PLK S.A.
14.05.2009
PLN
11,818
20.05.2009
PLN
11,177
16.10.2009
PLN
8,236
16.10.2009
PLN
15,360
16.10.2009
PLN
16,846
10.11.2009
PLN
5,607
PKP PLK S.A.
under an order
from PNI, ZNI
Katowice
PKP Szybka Kolej
Miejska
Trójmieście Sp. z
o.o.
PKP PLK S.A.
under an order
from TCHAS
Polska Sp. z o.o.
PKP PLK S.A.
under an order
from TCHAS
Polska Sp. z o.o.
PKP PLK S.A.
under an order
from TCHAS
Polska Sp. z o.o.
PKP PLK S.A.
under an order
from Zakłady
Usług
Energetycznych i
Komunikacyjnych
Grupa ZUE S.A.
Type of facility
Rebuilding and modernization of the E-30/CE-30 rail line, section
Opole to Wrocław to Legnica, route Środa Śląska – Malczyce, tracks
nos. 1 and 2 along with the Malczyce station
Construction work for the investment task entitled: "Modernization of
the railway line no. 223 between Czerwonka and Ełk, section
Orzysz-Ełk, km: 85.300 ÷ 120.739".
Rebuilding and modernization of the E-30/CW-30 rail line, section
Legnica - Wrocław - Opole, Miękinia station, tracks 1 and 2
Construction work with respect to the extension, modernization and
renovation of the SKM platform, platform access routes, track
system and the traction grid at the Sopot station.
Construction of a tunnel at the Ciechanów station under the project
co-funded by the European Union: "Modernization of the railway line
no. E 65/CE 65 section Warszawa - Gdynia - LCS Ciechanów Area".
Execution of single-discipline works within the project co-funded by
the European Union entitled: "Modernization of the railway line no. E
65/CE 65 section Warszawa - Gdynia - LCS Ciechanów Area".
Delivery of goods under the project co-funded by the European
Union: "Modernization of the railway line no. E 65/CE 65 section
Warszawa - Gdynia - LCS Ciechanów Area".
Single discipline works - power engineering - on the ŚwierczeGąsocin route under the project co-funded by the European Union
entitled: "Modernization of the railway line no. E 65/CE 65 section
8
10.11.2009
PLN
21,425
10.11.2009
PLN
15,398
26.11.2009
PLN
5,251
26.11.2009
PLN
10,396
14.12.2009
1.4.
PLN
37,000
PKP PLK S.A.
under an order
from Zakłady
Usług
Energetycznych i
Komunikacyjnych
Grupa ZUE S.A.
PKP PLK S.A.
under an order
from Zakłady
Usług
Energetycznych i
Komunikacyjnych
Grupa ZUE S.A.
PKP PLK S.A.
under an order
from Zakłady
Usług
Energetycznych i
Komunikacyjnych
Grupa ZUE S.A.
PKP PLK S.A.
under an order
from Zakłady
Usług
Energetycznych i
Komunikacyjnych
Grupa ZUE S.A.
PKP PLK S.A.
under an order
from KZA
Przedsiębiorstwo
Automatyki
i Telekomunikacji
S.A.
Execution of specialized single-discipline works within the project cofunded by the European Union entitled: "Modernization of the
railway line no. E 65/CE 65 section Warszawa - Gdynia - LCS
Ciechanów Area".
Execution of specialized single-discipline works within the project cofunded by the European Union entitled: "Modernization of the
railway line no. E 65/CE 65 section Warszawa - Gdynia - LCS
Ciechanów Area".
Development of a comprehensive detailed design documentation for
the target rail traffic control (SRK) devices with a documentation for
conducting the work in phases, for the existing and target devices
under the project co-funded by the European Union entitled:
"Modernization of the railway line no. E 65/CE 65 section Warszawa
- Gdynia - LCS Ciechanów Area".
Client markets and supply sources
The main recipient of products and services provided by our Group is PKP Polskie Linie Kolejowe S.A.; other
recipients include: PNI Sp. z o.o., PKP Energetyka S.A. and PKP Szybka Kolej Miejska w Trójmieście Sp. z o.o.
The structure of recipients shows that we are still strongly dependent on PKP PLK S.A., which held approx. 86%
share in our sales revenues in 2009. This company has been the main client in the structure of our recipients
since our Company was formed. The second biggest recipient of our services was responsible for just 1.5% of
revenues in the same year.
The structure of suppliers in the analyzed period shows that our Group is not dependent on any business partner
here. In 2009, the share attributed to the largest supplier in total material and service purchases was about 9%.
Our second biggest supplier had a share of about 5% in the total value of purchases of materials and services by
our Company.
In years 2010-2013, PKP PLK plans to invest approx. PLN 32 billion in the modernization of Polish railway
network (based on the "Strategy for the railway transport until 2013" and subsequent publications by PKP PLK
S.A.). About 60% of that amount is to originate from European Union funds.
The railway investment projects slated for execution in years 2008-2013, may be divided into two groups:
•
supraregional projects (international and national)
•
regional projects
The investment projects from the first group are the main tasks, which are to be executed first, due to their high
importance for the economic development of the country. The investment projects from the other group are
supplementary in nature. They will include connections of regional importance, to transport passengers and cargo
to large centers or to the main lines.
9
Investment projects co-funded with EU funds in 2007-2013
Source: Polskie Koleje Państwowe Polskie Linie Kolejowe S.A.
10
2. CURRENT AND FORECAST STANDING OF THE TRAKCJA POLSKA CAPITAL GROUP
2.1.
The Group’s financial results in 2009
Consolidated profit and loss account of the Trakcja Polska Group
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Revenues on sales
Cost of goods sold
Gross profit (loss) on sales
Costs of sales, marketing and distribution
Overhead costs
Other operating income
Other operating expenses
Operating profit (loss)
Financial income
Financial expenses
Gross profit (loss)
Income tax
Net profit (loss) on continuing operations
Discontinued operations
Net profit (loss) on discontinued operations
Profits of associated entities
Net profit for the financial year
Attributable to:
Shareholders in the parent company
Minority shareholders
31.12.2009
31.12.2008
Change
711,624
603,638
107,986
2,339
27,183
1,768
3,580
76,652
15,167
4,027
87,792
17,112
70,680
794,711
718,957
75,754
1,884
19,988
2,089
3,047
52,924
20,524
5,457
67,991
12,245
55,746
-83,087
-115,319
32,232
455
7,195
-321
533
23,728
-5,357
-1,430
19,801
4,867
14,934
138
70,818
55,746
138
15,072
71,573
(755)
54,695
1,051
16,878
-1,806
In 2009, the Trakcja Polska Capital Group generated revenues on sales of PLN 711,624 thousand, which was
10% less than in the previous year. The drop of revenues in 2009 was caused by delays in tenders announced by
the Group's largest client, PKP PLK S.A. During the 12 months ended 31 December 2009, the cost of goods sold
decreased by 16% down to PLN 603,638 thousand. The cost of goods sold decreased 6% more than revenues
on sales; as a result, gross sales profit margin increased by PLN 32,232 thousand, i.e. by 43%. It increased from
10% in 2008 to 15% in 2009.
In 2009, operating profit was PLN 76,652 thousand, marking an increase of 45% over the previous year.
Operating profit plus depreciation increased by 43% in 2009 reaching PLN 86,774 thousand, compared to PLN
60,822 thousand in 2008.
The Group's gross profit for 2009 was PLN 87,792 thousand, which was 29% over the 2008 level. Income tax was
PLN 17,112 in 2009, increasing by 40% or PLN 4,867 thousand over the previous year. The current part was PLN
9,842 thousand, the deferred part was 7,270 thousand, while in 2008 income tax was PLN 12,245 thousand.
The Trakcja Polska Group closed the year 2009 with a net profit of PLN 70,818 thousand, which marked an
increase of 27% as compared to 2008. Net profit attributable to parent company's shareholders was PLN 71,573
thousand, while net profit attributable to minority shareholders reached PLN -755 thousand.
11
Consolidated balance sheet of the Trakcja Polska Group
The table below presents the main line items of the consolidated balance sheet of the Trakcja Polska S.A. Group
as at 31 December 2009 compared to 31 December 2008:
ASSETS
Non-current assets
Property, plant and equipment
Investment property
Consolidation goodwill
Intangible assets
Investments in associated companies
Other financial assets
Financial derivatives
Deferred tax assets
Prepayments and accruals
Current assets
Inventory
Trade receivables and other receivables
Income tax receivables
Cash and cash equivalents
Construction contracts
TOTAL ASSETS
LIABILITIES AND EQUITY
Equity (attributable to shareholders in the parent
company)
Share capital
Share premium account
Revaluation reserve
Other reserve capital
Retained financial result
Minority shareholder capital
Total equity
Total liabilities
Long-term liabilities
Interest-bearing bank credits and loans
Reserves
Liabilities on account of employee benefits
Deferred tax reserve
Other liabilities
Short-term liabilities
Trade liabilities and other liabilities
Reserves
Income tax liabilities
Other financial liabilities
Advances collected towards apartments
TOTAL LIABILITIES AND EQUITY
31.12.2009
212,983
98,634
3,666
2,051
53,052
35,613
256
19,158
553
389,171
75,544
31.12.2008
139,314
52,089
4,219
2,051
51,975
164
28,512
304
614,871
85,662
Change
73,669
46,545
-553
1,077
35,613
92
-9,354
249
-225,700
-10,118
77,351
132,448
-55,097
3,122
24,579
204,121
1,681
2,773
602,154
53,769
313,096
2,092
27,804
754,185
3,122
-29,190
-108,975
-411
-25,031
-152,031
31.12.2009
31.12.2008
369,425
311,607
57,818
16,011
185,812
2,637
84,736
80,229
7,483
376,908
225,246
61,037
43,111
400
7,696
9,778
52
164,209
100,635
15,214
19,316
5,500
2,250
6,725
3
10,487
4,079
602,154
16,011
185,812
2,397
47,480
59,907
5,411
317,018
437,167
59,180
33,267
1,768
5,859
10,493
7,747
46
377,987
207,824
11,596
13,568
5,150
19,524
26,653
370
90,152
3,150
754,185
240
37,256
20,322
2,072
59,890
-211,921
1,857
9,844
-1,368
1,837
-715
-7,747
6
-213,778
-107,189
3,618
5,748
350
-19,524
2,250
-19,928
-367
-79,665
929
-152,031
Change
As at 31 December 2009, the balance sheet total of the Trakcja Polska Group was PLN 602,154 thousand,
decreasing by PLN 152,031 thousand, i.e. 20% compared to the balance sheet total at the end of 2008. Non-
12
current assets increased by PLN 73,669 thousand, i.e. by 53% as compared to 2008, up to PLN 212,983
thousand as at 31 December 2009, while current assets decreased in 2009 by PLN 225,700 reaching PLN
389,171 thousand.
The increase of non-current assets resulted from the purchase of means of transportation and technical
equipment and machinery in the amount of PLN 44,058 thousand (including a Plasser RM 80-750 Ballast
Undercutter Cleaner with transporters, in the amount of PLN 37,630 thousand) by the subsidiary and the
purchase of shares in the associated entity Eco-Wind Construction S.A. for PLN 35,475 thousand by the parent
company.
Current assets decreased by PLN 225,700 thousand, i.e. 37% from 31 December 2008.
This decrease resulted primarily from the reduction of the cash balance by PLN 108,975 thousand. It was caused
mainly by the payment of liabilities to counterparties, the purchase of property, plant and equipment and the
purchase of shares in the associated entity. The balance of trade receivables and other receivables also
decreased in connection with their timely payment by the Company's clients. Financial assets also decreased
significantly, i.e. by PLN 29,190 thousand. This resulted from a release of a bank guarantee deposit securing the
refund of an advance under a contract being performed.
The Capital Group’s equity grew as at 31 December 2009 by PLN 57,818 thousand, or 19%, compared to 31
December 2008. The growth in other reserve capital accounts stems from the distribution of the profit carried
forward. Long-term liabilities reached PLN 61,037 thousand, which was less than in the previous year. On the
other hand, short-term liabilities decreased significantly, i.e. by PLN 213,778 thousand, or 57% over the 2008
level. This decline results primarily from the payment of liabilities to subcontractors and material suppliers,
settlements of advances received from investors for contracts being performed and from the payment of the
corporate income tax for 2008.
Consolidated cash flow statement of the Trakcja Polska Group
The table below presents the major items of the Trakcja Polska Group cash flow statement in the years ended 31
December 2009 and 31 December 2008:
Year ended
CASH FLOW STATEMENT
31.12.2009
31.1 2.2008
Cash at the beginning of the period
313,096
141,130
Net ca sh flow on operating activity
-38,891
141,628
Net ca sh flow on investing activity
-86,073
-51,294
Net ca sh flow on financing activity
Total net cash flow
-2,511
81,632
-127,475
171,966
185,621
313,096
Cash at the end of the period
In 2009, net cash flow from operating activity was negative at PLN -38,401 thousand and was PLN 180,029 less
than in the previous year. This was caused primarily by the reduced balance of the short-term trade liabilities,
receivables and the changed balance of derivatives and construction contracts.Net cash from investing activity
recorded a negative balance in 2009, at PLN -68,063 thousand, while the negative cash flows from investing
activity in 2008 was PLN -51,294 thousand. The negative balance in 2009 was caused by the purchase of
property, plant and equipment of PLN 59,483 and the purchase of shares in the associated entity in the amount of
PLN 35,475 thousand.
Cash flows from financing activity were also negative, at PLN 2,511 thousand, compared to the positive flows of
PLN 81,632 thousand in 2008. Te negative balance from financing activity in 2009 resulted primarily from the
repayment of credits and loans and payment of dividends to parent company shareholders.
The Group opened the year 2009 with total cash of PLN 313,096 thousand and ended the year with cash of PLN
204,121 thousand. The overall net cash flows in 2009 were negative at PLN 108,975 thousand.
2.2.
Major deposits and capital expenditures
On 22 May 2009, the management board of Przedsiębiorstwo Robót Komunikacyjnych – 7 S.A. decided to void
the share certificates held by minority shareholders and release the new global share certificate to Trakcja Polska.
S.A. and to transfer the shares acquired from the minority shareholders to the Company - the total of 5,841
shares in PRK-7, for the total price of PLN 210 thousand. As a result of the aforementioned actions and the prior
acquisition of PRK-7 shares, Trakcja Polska S.A. became the sole shareholder of Przedsiębiorstwo Robót
Komunikacyjnych – 7 S.A. On 1 September 2009, the District Court for the Capital City of Warsaw in Warsaw,
12th Economic Division of the National Court Register, registered the merger of Trakcja Polska S.A. as the
acquiring company with Przedsiębiorstwo Robót Komunikacyjnych-7 S.A. as the acquired company. The merger
was settled and recognized as at 31 August 2009 in accounting ledgers of the company, to which the assets of
the merged companies were transferred, i.e. to Trakcja Polska SA, using the pooling of interest method.
13
On 23 June 2009, the parent company acquired by a sale and purchase transaction and by subscription to shares
in the increased capital 40.68% in Eco-Wind Construction S.A., which was classified as an associated entity,
consolidated by the Group using the equity method. The balance sheet date of the acquired company is
consistent with the Group's balance sheet date.
2.3.
Financial ratios of the Group
Profitability ratios
The Trakcja Polska Group profitability ratios presented below improved in 2009 in comparison to 2008. Gross
sales margin increased 5.7 p.p. in 2009, reaching 15.2%. Operating profit plus depreciation reached PLN 86,773
thousand, up by PLN 25,951 thousand from the previous year. The EBITDA margin increased 4.5 p.p. in 2009 up
to 12.2%. The operating profit margin increased 4.1 p.p. up to 10.8%. The net profit margin increased 3.0 p.p.
from 7.0% in 2008 to 10.0% in 2009. ROE fell as compared to previous year to the level of 21.0%, while ROA
reached 10.6%, up 1.9 p.p from its level in the previous year.
PROFITABILITY RATIOS
12 months
ended
31.12.2009
12 months
ended
31.12.2008
Gross s ales profit margin
15.2%
9.5%
EBITDA
EBITDA profit margin
Operating profit margin
Net profit margin
Return on equity (ROE)
Return on assets (ROA)
86,773
12.2%
10.8%
10.0%
21.0%
10.6%
60,822
7.7%
6.7%
7.0%
23.9%
8.7%
The above ratios were calculated according to the following formulas:
Gross sales profit margin = Gross sales profit / Sales income
EBITDA = Operating profit + Depreciation
EBITDA profit margin = (Operating profit + Depreciation) / Sales income
Operating profit margin = Operating profit / Sales income
Net profit margin = Net profit / Sales income
Return on equity (ROE) = Net profit attributable to shareholders in the parent company / Average
equity attributable to shareholders in the parent company
Return on assets (ROA) = Net profit attributable to shareholders in the parent company / Average
assets
Other financial ratios are presented in item 2.4.
2.4.
Evaluation of financial resources management
As at the end of 2009, the Trakcja Polska Group had PLN 204,121 thousand in cash and at the same time
its total financial debt on account of credits and loans was PLN 58,325 thousand. The Group maintains a safe
level of both external financing and financial liquidity. Periodic cash surpluses are invested in short-term bank
term deposits.
The Group’s activity is considerably exposed to fluctuations in foreign currency rates, in particular fluctuations of
the PLN to EUR exchange rate. A substantial part of contracts include agreements whose value is stated in EUR
while the majority of expenses incurred during the performance of these contracts is uncorrelated with this
currency’s exchange rate. In order to mitigate this risk, the Group runs a policy of hedging the FX rate by
concluding currency forward transactions. The Group hedges the FX risk immediately after obtaining information
on winning a tender. As at 31 December 2009, the Group was not using hedge accounting due to changes in
schedules of construction work and delays in payments made by its clients. Currency market fluctuations
combined with delays in EUR payments made by the clients may cause either a negative or positive effect, shown
directly in the Group’s profit and loss account.
Liquidity ratios
At the end of 2009, the working capital in Trakcja Polska Group reached PLN 224,962 thousand and was
PLN 36,638 thousand less than in the previous year. Other liquidity ratios improved compared to the similar
period of the previous year.
14
At the end of 2009, current liquidity ratio was 2.37, up 0.74 from the ratio in 2008. Quick liquidity ratio increased
0.56 up to 1.88. The cash ratio increased 0.36 over the previous year, reaching the level of 1.28. The high liquidity
ratios indicate that the Group would be able to repay all of its short-term liabilities immediately, using its cash.
.
31.12.2009 31.12.2008
LIQUIDITY RATIOS
Working capital
Current liquidity ratio
Quick liquidity ratio
Cash ratio
224,962
2.37
1.88
1.28
236,884
1.63
1.32
0.92
Working capital = Current assets – Short-term liabilities
Current ratio = Current assets / Short-term liabilities
Quick ratio = (Current assets – Inventory – Prepayments, accruals and deferred income – Construction contracts
from assets) / Short-term liabilities
Cash ratio = (Cash and its equivalents + Derivative financial instruments from assets and liabilities) / Short-term
liabilities
Financing structure ratios
The equity to assets ratio increased in 2009 to 0.61, improving by 0.20 from the previous year. Other financing
structure ratios decreased compared to the previous year. The equity to non-current assets ratio decreased by
0.51 down to 1.73. The total debt ratio fell slightly to 0.39 at the end of 2009. This indicates the correct relation of
the Group's assets to its debt. The decrease resulted from the reduction of internal debt and debt financing
expenses. The Group's debt to equity ratio at the end of 2009 decreased to 0.63. This was caused by an increase
of the Group's equity and reduction of its debt level. The Group's equity is more than twice of its liabilities.
FINANCING STRUCTURE RATIOS
Equity to assets ratio
Equity to non-current assets ratio
Total debt ratio
Debt to equity ratio
31.12.2009 31.12.2008
0.61
0.41
1.73
2.24
0.39
0.59
0.63
1.42
Equity to assets ratio = Equity attributed to parent company shareholders / Total assets
Equity to non-current assets ratio = Equity attributed to parent company shareholders / Non-current assets
Total debt ratio = (Total assets – Equity attributed to parent company shareholders) / Total assets
Debt to equity ratio = (Total assets – Equity attributed to parent company shareholders) / Equity attributed to
parent company shareholders
2.5.
Explanation of differences between the achieved and forecast financial results of the
Trakcja Polska Group
The Trakcja Polska Group did not publish any financial result forecasts in 2009.
2.6.
Material events after the balance sheet date
Between the balance sheet date and the date of preparing this Report on the Issuer Capital Group’s activity, i.e.
18 March 2010, the following material events took place:
Contracts for construction services:
On 26 February 2009, Trakcja Polska S.A. entered into a construction work and general contracting
agreement with PRK 7 Nieruchomości Sp. z o.o. The subject matter of the agreement is the performance
of construction work involving construction of buildings with technical infrastructure and design. Net
value of the contract: PLN 41.563.000.
15
Other material events:
•
•
On 26 January 2010, the Management Board of Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych
S.A., a subsidiary of Trakcja Polska S.A., voided the share certificates of minority shareholders and
released the shares acquired by minority shareholders to the Company. Pursuant to the Resolution and
the actual takeover of shares, the Company became the owner of 41.126 shares in PRKiI purchased for
the overall amount of PLN 1.945.671,06. As a result of the aforementioned event and the earlier PRKiI
share purchase transaction, the Company became the owner of 100% registered shares in
Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. with registered offices in Wrocław, ul.
Kniaziewicza 19 and obtained 100% of votes at the Shareholder Meeting of PRKiI. The nominal value
per share is PLN 2.05, resulting in the total nominal value of PLN 2.628.417,75.
On 24 February 2010, the bid submitted by the Trakcja Polska Consortium composed of: Trakcja Polska
S.A., Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A., Przedsiębiorstwo Robót
Komunikacyjnych w Krakowie S.A., Tchas Sp. z o.o., Zakłady Usług Energetycznych i Komunikacyjnych
Grupa ZUE S.A., Przedsiębiorstwo Napraw i Utrzymania Infrastruktury Kolejowej w Krakowie Sp. z o.o.,
Zakład Robót Komunikacyjnych – DOM w Poznaniu Sp. z o.o. was selected as the best bid in the public
procurement order conducted by way of an unlimited tender to Perform construction work for the
comprehensive modernization of stations and routes in the area of LCS Działdowo under project POIiŚ
7.1-41 „Modernization of the E 65/C-E65 railway line section Warsaw – Gdynia – LCS Działdowo area”.
The net price offered by the Consortium was PLN 781.123.909,43.
2.7.
Evaluation of possibilities of achieving investment intentions, including capital
investments
In 2010, we are planning to reduce significantly our investments in machinery and equipment (as compared to the
previous year). As a result of incurring significant expenditures in the previous years, the Trakcja Polska Group is
well equipped in construction equipment and no further significant investments are currently needed.
In order to continue the pursuit of our strategy of diversifying revenue sources, we will make attempts to invest in
entities involved in the construction of roads and to acquire companies operating in specialized infrastructure
construction segments, which have relatively high barriers to entry.
2.8.
Description of factors significant for the Capital Group’s development
We consider the following factors to be among the most important ones exerting a material impact on the financial
results of our Capital Group:
•
The ability to win new construction contracts, which on account of the profile of our Group’s activity is
determined by the level of expenditures on rail and streetcar infrastructure in Poland.
•
The accuracy of estimating the costs of the projects being performed as it exerts a direct impact on decisions
regarding the strategy of participating in tenders, the valuation of contracts for tenders and as a result the
margins generated on the contracts. In turn, the exactitude of estimating cost budgets for contracts is linked
to methodological and external factors, such as changes in the prices of materials and the prices of the
services of subcontractors.
•
The levels of FX rates, especially the Polish zloty-Euro exchange rate. Our Group follows an FX hedging
policy using FX forwards. Our Group cannot however use hedge accounting due to shifts in construction work
schedules and delays in payments made by clients. Having the foregoing in mind, currency market
fluctuations combined with shifts in EUR payments made by clients may cause either a negative or a positive
effect, carried directly in our Capital Group’s financial result.
•
The Central Bank’s monetary policy which has a knock-on effect on changes in loan interest rates. For the
purpose of financing planned acquisitions our Group may take out bank loans. That is also the reason it may
incur the financial expenses determined by the level of interest rates.
•
The timeliness of our clients paying their liabilities. A failure on the part of our business partners to pay their
liabilities on a timely basis may precipitate a deterioration in our financial liquidity.
•
Prospective acquisitions of business entities may bring about positive effects as well as pose threats to the
financial performance of our Capital Group.
Moreover, in the future, changes in the regulations of law demarcating the scope of the Group’s activity may exert
an influence on the Group’s financial results, including tax regulations as well as regulations referring to other
public law burdens and regulations referring to the following:
16
•
the organization of Euro 2012, especially the performance and the possible amendment of the Act of 7
September 2007 on the preparation of the final playoffs of the UEFA Euro 2012 European Championship in
Football (Journal of Laws of 21 September 2007),
•
the procedure for securing public procurements, especially the amendment of the Public Procurement Law,
•
public-private partnership, especially the Act of 28 July 2005 on Public-Private Partnership (Journal of Laws
of 6 September 2005),
•
financing rail infrastructure,
•
environmental protection when carrying out individual projects, especially Environmental Protection Law,
•
renewable energy, especially the Act of 10 April 1997 Energy Law (Journal of Laws 06.89.625),
•
property developer activity of PRK 7 Nieruchomości, the regulations governing buying and selling real
properties, especially the Civil Code, Act of 21 August 1997 on real estate management (Journal of Laws
04.261.263), Act of 24 March 1920 on the purchase of real estate by aliens (Journal of Laws 04.167.1758),
Act of 24 June 1994 on the ownership of premises (Journal of Laws 00.80.903) and the regulations referring
to spatial management and construction.
2.9.
Evaluation of factors and unusual events affecting the 2009 results of the Trakcja
Polska Group
There were no unusual events with material influence on the Group's results in 2009.
2.10.
Capital Group strategy and development
The most important elements of the Trakcja Polska Capital Group strategy include, first, consolidation of its
leading position on the construction and installation market for railway transport and, second, diversification of its
operations into new areas of the construction sector (including residential and road building), renewable energy
engineering and public utility services.
Consolidation of the leading position on the construction/installation services market for the railway
transport in Poland
Our strategy assumes organic growth in the sector. We will strive to increase our production capacity by
increasing the headcount of specialized technical staff and by boosting our productivity through better
organization of the work.
Diversification of operations into new areas of the construction sector (including road construction),
renewable energy
In parallel with the activities aimed at consolidating our leading position in the construction and installation
services sector for rail transport in Poland, we would like to continue diversifying our Group's revenue sources.
We are planning to develop our operating activity to cover several sectors, seek revenues on the maintenance of
infrastructure and licenses and develop the operations of preparing the construction of renewable energy
generating facilities (wind, solar and water energy, based on biogas and biomass) and generating energy from
those sources. This strategy allows us to diversify our revenue sources, while increasing revenues from the
Company’s areas of stable operation. Investments in the renewable energy sector will give us the opportunity to
capture an important position in this quickly developing sector. Our expansion in this and in other areas will be
supported by our strategic investor, COMSA S.A., which already has presence on the markets described above.
Through activities focusing on further diversification of our operations, we intent to make investments serving the
purpose of reducing our relative dependence on PKP PLK. Our decision was motivated by the possibility of future
fluctuations in the level of investments conducted by PKP PLK as well as by the opportunities offered by the
present economic situation in Poland, which, if taken advantage of, may, in our opinion, have a positive impact on
the development and value of our Group.
So far, we have expanded our business activity to include general construction services, residential construction
and specialized construction catering for the needs of PKP group companies. Our diversification strategy also
assumes significant investments in the road construction sector, including several niches in that market, including
the construction of road structures and piling. Our further expansion may also focus on investments in companies
operating in specialized segments of the infrastructure construction sector which has relatively high barriers to
entry.
The diversification of activity will reduce the risk of our operations significantly, while allowing us to maintain the
Group’s rate of growth. We will achieve this by increasing revenues from growth sectors as well as more stable
revenues.
17
2.11.
Risk Factors
We consider the following to be factors that may materially deteriorate our Group’s financial standing:
•
Risk of growing competition,
•
Risk of being dependent on major clients,
•
Risk of the possible loss of subcontractors and possible growth in the prices of subcontractors,
•
Risk of a lack of qualified employees,
•
Currency risk,
•
Risk of raw material price volatility,
•
Risk of the joint and several liability of members in construction syndicates and of the liability for
subcontractors,
•
Risk of underestimating the costs of the projects being performed,
•
Risk of performing construction contracts,
•
Risk of the conditions and procedures for adjudicating tenders,
•
Risk of a growing overdue receivables portfolio,
•
Liquidity risk,
•
Risk of strategy execution.
18
3. ORGANIZATION OF THE CAPITAL GROUP
3.1.
Structure of the Capital Group
As at the balance sheet date the Group's capital structure was as follows:
Trakcja Polska S.A.
seated in Warsaw
PARENT COMPANY
96,79%
100,00%
Przedsiębiorstwo Robót Kolejowych i
InŜynieryjnych SA
seated in Wrocław
PRK 7
Nieruchomości Sp. z o.o.
seated in Warsaw
50,00%
Bahn Technik
Wrocław Sp. z o.o.
seated in Wrocław
On 26 January 2010, the Management Board of Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A., a
subsidiary of Trakcja Polska S.A., voided the share certificates of minority shareholders and released the shares
acquired by minority shareholders to the Company. Pursuant to the Resolution and the actual takeover of shares,
the Company became the owner of 41.126 shares in PRKiI purchased for the overall amount of PLN
1.945.671,06. As a result of the aforementioned event and the earlier PRKiI share purchase transaction, Trakcja
Polska S.A. became the owner of 100% registered shares in Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych
S.A. with registered offices in Wrocław, ul. Kniaziewicza 19 and obtained 100% of votes at the Shareholder
Meeting of PRKiI. The nominal value per share is PLN 2.05, resulting in the total nominal value of PLN
2.628.417,75.
In November 2009, PRKiI S.A. sold its 1.25% stake in Bahn Technik Sp. z o.o. to Leonhard Weiss GmbH & Co
seated in Göppingen.
3.2.
Information on major Capital Group companies
Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych SA
PRKiI S.A. seated in Wrocław is the only company in Poland that performs both track works and electric traction
works. The company's line of business includes primarily: preparation of land for construction works, construction
of complete buildings or their parts, execution of construction installations, railway and road engineering,
execution of overhead and underground power supply lines, execution of electric traction works, water
engineering, rental and operation of construction equipment as well as finishing works.
PRKiI S.A. has modern, highly-specialized stock of machinery (for railway and construction purposes) consisting
of equipment manufactured by reputable global companies, such as Caterpillar, Huddig, Orenstein & Koppel. The
company cooperates with numerous specialized companies, which allows it to offer a comprehensive scope of
services to its clients.
PRK 7 Nieruchomości Sp. z o.o.
PRK 7 Nieruchomości runs a broadly defined real estate development business and has a track record of several
successful investments, which include, among others: Lazurowe Osiedle residential project in Warsaw.
In addition to its real estate development activity, PRK 7 Nieruchomości provides real estate management
services commissioned by residential communities of the residents who purchased apartments in the complexes
built by the company.
Bahn Technik Wrocław Sp. z o.o.
19
At present, PRKiI holds a 50% stake in the share capital of Bahn Technik. The remaining 50% is held by a
German law company Leonhard Weiss GmbH & Co seated in Göppingen.
The line of business of Bahn Technik Wrocław includes: sale of Strail crossing surface by Gummiwerk Kraiburg
Elastik GmbH, thermite welding, repair and renovation of turnouts, renovation of railway and tramway crossings,
execution of prestressed, glued insulation joints, sale of Railtech welding materials, sale of Perker SR rail
lubrication systems.
Bahn Technik Wrocław provides its services in Poland as well as abroad. The company is building its brand
based on the appropriate GIK and UTK certificates, as a result of which its works meet the strictest requirements
and standards of railway certificates.
3.3.
Headcount information
Average headcount in the Group in the reporting period
Management Board of the parent company
Management Boards of the Group’s entities
Administration
Sales department
Production division
Others
Total
2009
5
5
136
28
890
14
1,078
2008
4
7
138
23
860
21
1,053
Headcount in the Group as at
Administration
Sales department
Production division
Others
Total
31.12.2009
5
5
127
27
858
18
1040
31.12.2008
4
7
140
24
857
18
1050
Number of employees in the Group’s companies as at
Trakcja Polska S.A.
PRKiI S.A. + BahnTechnik Sp. z o.o.
PRK-7 S.A.
PRK7 Nieruchomości Sp. z o.o.
Total
31.12.2009
504
523
13
1040
31.12.2008
286
524
229
11
1050
3.4.
Changes in basic management principles in the Capital Group
The basic management principles in the Trakcja Polska Capital Group did not change in 2009.
20
4. REPORT ON COMPLIANCE WITH THE CORPORATE GOVERNANCE RULES
4.1.
Indication to what extent the Parent Company refrained from applying certain
provisions of the corporate governance rules, specification of such provisions and explanation
of the reasons for such non-application
According to the representation of the Management Board published in current report no. 2/2008 of 19 March
2008, the Parent Company undertook to observe the corporate governance rules contained in the document
entitled “Code of Best Practice for WSE Listed Companies” except for the following rules:
Rule referred to in part II item 3 of the Code of Best Practice
Before a company executes a significant agreement with a related entity, its Management Board shall request the
approval of the transaction/agreement by the Supervisory Board. This condition does not apply to typical
transactions made on market terms within the operating business by the company with a subsidiary where the
company holds a majority stake. Our Company will not apply the above rule.
Explanation:
Our Company observes this rule partially. Our Company’s Articles of Association require the Supervisory Board's
consent to conclude any agreements, transactions or several related agreements or transactions with related
entities, in line with the definition adopted in Article 4 § 1 Sections 4 and 5 of the Commercial Company Code
(except for agreements and transactions with entities from the Company’s Capital Group), if their value exceeds
the limits specified by the Supervisory Board. Due to the fact that not all transactions/agreements with related
entities mentioned in the rule set forth in part II item 3 of the Code of Best Practice will require approval of the
Supervisory Board, we cannot assure that our Company observes this rule. In order to mitigate the risk related to
the non-application of the foregoing rule, the Company's Management Board intends to move to the Supervisory
Board to set the limits above which the Supervisory Board's approval is required for the execution of
transactions/agreements with related entities at the required level consistent with the materiality criterion set forth
in the Code of Best Practice.
Rule referred to in part III item 7 of the Code of Best Practice
The Supervisory Board should establish at least an audit committee. The committee should include at least one
member independent of the company and entities with significant connections with the company, who has
qualifications in accounting and finance. In companies where the Supervisory Board consists of the minimum
number of members required by law, the tasks of the committee may be performed by the Supervisory Board.
Our Company does not apply the above rule.
Explanation:
Our Company does not comply with the above rule. The Supervisory Board bylaws do not include any rules for
the appointment and operation of the audit committee. Because of the small number of members in our
Supervisory Board, the functions of the audit committee would have to be performed by the entire Supervisory
Board. However, the Company cannot assure that a person sufficiently qualified in accounting and finance would
be appointed to the Supervisory Board, which is the condition necessary for observing the rule set forth in part III
item 7 of the Code of Best Practice. In order to mitigate the risk related to the non-application of the foregoing
rule, the Supervisory Board may use services of professional audit consultants.
Annex I to the Commission Recommendation of 15 February 2005 on the role of non-executive or supervisory
directors (…) should apply to the tasks and the operation of the committees of the Supervisory Board. Our
Company does not apply the above rule.
Explanation:
Our Company does not comply with the above rule. The Supervisory Board Bylaws do not specify the rules for
appointing and operating an audit committee. Such a rule can be adopted only together with the adoption of the
rule referred to in part III item 7 of the Code of Best Practice which has not been adopted for application by our
Company for the reasons presented above.
Execution by the company of an agreement/transaction with a related entity which meets the conditions of section
II.3 requires the approval of the Supervisory Board. Our Company will not apply the above rule.
Explanation:
Our Company observes this rule partially. This rule may only be adopted together with the rule referred to in part
II item 3 of the Code of Best Practice which has not been adopted for application by our Company for the reasons
presented above. In order to mitigate the risk related to the non-application of the foregoing rule, the Company's
Management Board intends to move to the Supervisory Board to set the limits above which the Supervisory
Board's approval is required for the execution of transactions/agreements with related entities at the required level
consistent with the materiality criterion set forth in the Code of Best Practice.
21
4.2.
Description of the manner of operation of the Shareholder Meeting, its basic rights, and
a description of shareholder’s rights and the manner of exercising them
The Company’s Shareholder Meeting operates on the basis of provisions of the Commercial Company Code, the
Company’s Articles of Association and the Shareholder Meeting's Bylaws. Shareholder Meetings are convened
through announcements made on the Company's website and in the manner specified for publication of current
information according to the act on the public offering and conditions for introducing financial instruments to
organized trading and on public companies. The Company's Articles of Association additionally set forth that a
Shareholder Meeting may be convened by an announcement published in the Court and Business Monitor.
Unless regulations of the Commercial Company Code or the Trakcja Polska S.A. Articles of Association provide
otherwise, Shareholder Meeting resolutions are adopted with the absolute majority of votes, while resolutions in
the matter of redeeming shares must be adopted with the 3/4 (three fourths) majority of votes. Shareholder
Meeting resolutions must be adopted in matters specified in the Commercial Company Code, especially in the
matter of examining and approving the Management Board report on the Company's activity and the financial
statements for the previous financial year, discharging members of the Company's corporate bodies on the
performance of their duties, selling or leasing the enterprise or its organized part and establishing limited right in
rem, issue of convertible bonds or with drawing rights, retirement of shares, creation and liquidation of additional
reserve capital; in case of the Company's liquidation, the Shareholder Meeting will appoint liquidators and specify
the manner of conducting the liquidation process. The Management Board submits draft Shareholder Meeting
resolutions to the Supervisory Board for its prior opinion. Shareholders may participate in Shareholder Meetings
and exercise their voting right in person or by proxy. Management Board Members and Supervisory Board
Members do participate in Shareholder Meetings. If a Shareholder Meeting has any financial matters in its
agenda, a chartered auditor should be present. Media may participate in the Shareholder Meeting, unless the
subject matter of the meeting indicates that their presence might cause damage to the Company. A motion to
approve presence of media representatives is submitted to voting by the Chairperson of the Shareholder Meeting
immediately after the attendance record is signed.
The rights of Company shareholders, including minority shareholders, are exercised to the extent and in the
manner compliant with provisions of the Commercial Company Code.
4.3.
Composition and operating principles of the Company's management and supervisory
bodies and their committees
4.3.1. Management Board
The Company’s Management Board is composed of the following persons:
Maciej Radziwiłł – President of the Management Board,
Tadeusz Kozaczyński – Vice President of the Management Board,
Tadeusz Kałdonek – Vice President of the Management Board,
Dariusz Mańkowski – Vice President of the Management Board,
Tadeusz Bogdan – Vice President of the Management Board.
There were changes in the composition of the Company’s Management Board in the last financial year. On 31
October 2009, the Company's Supervisory Board appointed Mr. Tadeusz Bogdan to the position of the Vice
President of the Management Board, Rail Construction Director.
No changes have been made to the Company’s Management Board composition after the balance sheet date.
The Company’s Management Board operates pursuant to the provisions of the Commercial Companies Code, the
Company’s Articles of Association and the Management Board Bylaws. Pursuant to the Company’s Articles of
Association, the Management Board is composed of between 1 and 5 members appointed and dismissed by the
Supervisory Board. Management Board members are appointed for a joint 3-year term of office. The Supervisory
Board sets and changes remunerations and sets other terms and conditions of employment of Management
Board members. Pursuant to the Articles of Association, the Management Board manages the Company’s activity
and represents it externally. The powers of the Management Board comprise all matters which are not reserved
for the powers of the Shareholder Meeting or the Supervisory Board. Management Board resolutions are adopted
by an absolute majority of votes cast by Management Board members attending the meeting or participating in
the voting. In the event of a tie vote, the vote of the President of the Management Board prevails. Two
Management Board members acting jointly or one Management Board member acting jointly with a general proxy
are authorized to submit representations and to sign documents on behalf of the Company. An attorney-in-fact is
authorized, pursuant to a resolution adopted by the Management Board, to undertake certain activities on behalf
of the Company (to the extent permitted by the power of attorney).
22
4.3.2. Authorized agents
There are the following Authorized Agents acting for the Company:
ElŜbieta Okuła – Independent authorized agent,
Jan Sęktas – Jointly authorized agent.
During the last financial year, Mr. Jan Sęktas was appointed to the position of the Company's Authorized Agent
(joint authorization) by the resolution adopted by the Company's Management Board on 4 November 2009.
The Authorized Agents act pursuant to provisions of the Civil Code, Commercial Company Code, the Company’s
Articles of Association and the Company's internal bylaws.
4.3.3. Supervisory Board
The Company’s Supervisory Board is composed of the following persons:
Jorge Miarnau Montserrat – Chairman,
Miquel Llevat Vallespinosa – Deputy Chairman,
Rodrigo Pomar Lòpez – Supervisory Board Member,
Paweł Maciej Ziółek – Supervisory Board Member,
Tomasz Szyszko - Supervisory Board Member.
No changes were made in the composition of the Supervisory Board in 2009.
Also, no changes were made in the composition of the Supervisory Board after the balance sheet date.
The Company’s Supervisory Board operates on the basis of provisions of the Commercial Company Code, the
Company’s Articles of Association and the Supervisory Board Bylaws. The Company’s Supervisory Board
consists of 5 members. The Supervisory Board is composed of the Chairman, Deputy Chairman and the
remaining members. Supervisory Board members are appointed by the Shareholder Meeting for a 3-year term of
office. Supervisory Board members are appointed for a joint term. The Supervisory Board or its individual
members appointed by the Shareholder Meeting may be dismissed by a resolution adopted by the Shareholder
Meeting before the elapse of the Supervisory Board's term. If a Supervisory Board member is dismissed during
the term of office and another person is appointed to fill that place, the tenure of the newly appointed person ends
upon the elapse of the entire Supervisory Board's tenure. The same also applies when the entire Supervisory
Board is dismissed during its term of office and a new Supervisory Board is appointed, also when new members
are added to the Supervisory Board during its term of office. The Supervisory Board elects the Chairman and the
Deputy Chairman from among its members.
The work of the Supervisory Board is headed by the Supervisory Board Chairman and during his/her absence –
the Deputy Chairman. Supervisory Board members may be reelected for another term of office. Supervisory
Board meetings are convened at least once per two months by its Chairman who also chairs the meetings. In
absence of the Supervisory Board Chairman, the meetings are chaired by the Deputy Chairman. The Supervisory
Board Chairman convenes Supervisory Board meetings also upon a written motion of the Company’s
Management Board or a Supervisory Board member.
The Supervisory Board exercises permanent supervision over the Company’s activity. Supervisory Board
resolutions are required in matters reserved for the Supervisory Board in the Commercial Company Code and in
Article 16 of the Company's Articles of Association. The Supervisory Board appoints the Company's chartered
auditor. Unless the Company's Articles of Association provides for any exceptions in this respect, Supervisory
Board resolutions are made by the ordinary majority of votes. In the event of a tie vote, the Supervisory Board
Chairman’s vote shall prevail. A Supervisory Board resolution may be adopted at a meeting provided that all of its
members have been invited and at least 3/5 of its members is present at the meeting, including the Chairman or
Deputy Chairman. If there is no quorum at a Supervisory Board meeting, the Chairman sets the date of the next
meeting, which is held no later than 7 days after the meeting which is not held because of the lack of a quorum.
According to the Articles of Association, it is permitted for Supervisory Board to adopt resolutions by following a
written procedure or via remote means of direct communication.
23
Due to the number of Supervisory Board members and lack of statutory requirements, there is no Supervisory
Board Audit Committee or Appointment and Remuneration Committee.
4.4.
Description of basic features of external audit and risk management systems with
reference to the process of drawing up consolidated financial statements
The Group draws up financial statements in accordance with the applicable regulations, in particular with the
International Accounting Standards, International Financial Reporting Standards and the related interpretations
announced in the form of the European Commission regulations, hereinafter referred to as “IAS”, as given in art.
2, sec. 3 of the Accounting Act of 29 September 1994 (as later amended), and with regard to issues not regulated
in IAS, pursuant to provisions of the Accounting Act and the executive regulations issued on its basis. The Parent
Company does not have a separate internal audit unit, therefore activities connected with internal audit are
conducted by the Company’s Management Board and employees.
In practice, financial statements and reports are prepared by qualified employees of the financial division under
the supervision of the Vice President of the Management Board – Financial Director.
In 2009, Trakcja Polska S.A. (and its subsidiary, PRKiI) kept its accounting ledgers in the IT system "Impuls". The
structure of the system ensures a transparent allocation of powers, consistent records of operations in the ledgers
and cross-validation between the reporting ledger, general ledger and auxiliary ledgers. The high flexibility of the
system makes it possible to adjust it on an ongoing basis to the changing accounting principles or other legal
norms.
The consolidated financial statements are prepared based on uniform consolidation packages prepared
electronically by respective Capital Group companies. The process of consolidating data is conducted in the
Parent Company's Accounting Department under the supervision of the Chief Accountant.
One of the most important elements in the process of drawing up the Group’s financial statements is verification
of financial statements by an independent auditor, whose tasks include in particular: review of the interim and
audit of the annual financial statements - both standalone and consolidated - of the Parent Company The
independent auditor is selected by the Supervisory Board.
After the auditor completes the audit of financial statements, they are sent to Supervisory Board members and the
Supervisory Board assesses their compliance with the ledgers and documents and with the factual status. In
addition, findings of reviews or audits conducted by the auditor are presented to the Supervisory Board and the
Shareholder Meeting of Trakcja Polska S.A.
4.5.
Indication of the set of corporate governance rules applicable to the Parent Company
and the place where it is publicly available.
In 2008, Trakcja Polska S.A. applied the set of corporate governance rules collected in the document entitled
“Code of Best Practice for WSE Listed Companies,” published in the Appendix to Resolution No. 12/1170/2007 of
the WSE Supervisory Board dated 4 July 2007.
The document is available in the offices of the Warsaw Stock Exchange, on its website devoted to corporate
governance issues at http://corp-gov.gpw.pl and on the Company’s website in the “Corporate governance”
tab.
4.6.
Specification of shareholders holding directly or indirectly significant blocks of shares
According to knowledge of the Parent Company’s Management Board, the following shareholders held, directly or
through subsidiaries, at least 5% of the overall number of votes at the Shareholder Meeting on the date of
approving the Statements:
Num ber of
shares
% in share
capital
COMSA SA
81,065,510
ING
15,072,408
63,967,562
160,105,480
Shareh older
Other shareholders
Total shares
Nu mber of
votes
% of vo tes at
GMS:
50.63%
81,065,510
50.63%
9.41%
15,072,408
9.41%
39.96%
100.00%
63,967,562
160,105,480
39.96%
100.00%
24
As at the date of approving the Statements, the shareholder controlling the Parent Company is a company formed
according to the Spanish law, COMSA S.A., seated in Barcelona, holding 81,065,510 shares of the Issuer and the
same number of votes at the Shareholder Meeting, which represents 50.63% of the total number of votes at the
Shareholder Meeting.
COMSA S.A., which is part of the Spanish group COMSA EMTE, specializes in providing construction, installation
and maintenance services for railway infrastructure, including in particular: railway construction, installation of
contact power supply networks, installation of power supply devices for trains and tramways, design of railway
infrastructure, installation of railway signaling systems. The COMSA EMTE S.A. Group conducts its activity mainly
in Europe and also in Argentina, Chile and Australia. In addition to the operations related to construction,
installation and maintenance services for the railway infrastructure COMSA Group companies also operate on the
general construction market, railway transport market, sand and gravel extraction, real estate trading.
4.7.
Specification of holders of any securities giving special controlling rights including a
description of such rights
All shares of the Parent Company are ordinary shares, giving no special rights.
4.8.
Specification of any restrictions on voting rights
Resolutions at the Shareholder Meeting are adopted with the absolute majority of votes, with the exception of
resolutions on retiring shares, which are adopted with the majority of 3/4 (three fourths) of votes. Apart from the
above restrictions and those following from universally prevailing provisions, the Parent Company’s internal acts
do not introduce any additional restrictions.
4.9.
Specification of any restrictions on the transfer of the title to securities issued by
Trakcja Polska S.A.
Apart from the restrictions following from universally applicable provisions of law, the Company’s internal acts do
not provide for any additional restrictions.
4.10. Description of the rules for appointing and dismissing managers and their powers, in
particular the right to make decisions on issuing or redeeming shares
Pursuant to the Company’s Articles of Association, the Management Board is appointed and dismissed by way of
a resolution adopted by the Supervisory Board. The Supervisory Board adopts resolutions if at least 3/5 (three
fifths) of its members are present at the meeting, including the Supervisory Board Chairperson or Vice
Chairperson, and all the members have been invited to the meeting. Management Board members are appointed
for a joint 3-year term of office. Pursuant to the Articles of Association, the Management Board manages the
Company’s activity and represents it externally. The powers of the Management Board comprise all matters which
are not reserved for the powers of the Shareholder Meeting or the Supervisory Board. Two Management Board
members acting jointly or one Management Board member acting jointly with a general proxy are authorized to
submit representations and to sign on behalf of the Company. An attorney-in-fact is authorized, pursuant to a
resolution adopted by the Management Board, to undertake certain activities on behalf of the Company (to the
extent permitted by the power of attorney). The rules for making decisions on issuing or redeeming shares
do not differ from the rules resulting from generally binding provisions of law.
4.11.
Description of amendments to the Articles of Association of Trakcja Polska S.A.
The principles for amending the Company's Articles of Association do not differ from the principles set forth in the
universally applicable provisions of law.
4.12. Description of the manner of operation of the Shareholder Meeting, its basic rights, and
a description of shareholder’s rights and the manner of exercising them
The Company’s Shareholder Meeting operates on the basis of provisions of the Commercial Company Code, the
Company’s Articles of Association and the Shareholder Meeting's Bylaws. The Shareholder Meeting is convened
by an announcement published in the Court and Business Monitor. Unless regulations of the Commercial
Company Code or the Trakcja Polska S.A. Articles of Association provide for otherwise, the Shareholder Meeting
resolutions are adopted with the absolute majority of the votes cast, with resolutions on redeeming shares,
however, adopted with the majority of 3/4 (three fourths) of the votes cast. Shareholder Meeting resolutions must
be adopted in matters specified in the Commercial Company Code, especially in the matter of examining and
approving the Management Board report on the Company's activity and the financial statements for the previous
financial year, discharging members of the Company's corporate bodies on the performance of their duties, selling
25
or leasing the enterprise or its organized part and establishing limited right in rem, issue of convertible bonds or
with drawing rights, retirement of shares, creation and liquidation of additional reserve capital; in case of the
Company's liquidation, the Shareholder Meeting will appoint liquidators and specify the manner of conducting the
liquidation process. The Management Board submits draft Shareholder Meeting resolutions to the Supervisory
Board for its prior opinion. Shareholders may participate in Shareholder Meetings and exercise their voting right in
person or by proxy. Management Board Members and Supervisory Board Members do participate in Shareholder
Meetings. If a Shareholder Meeting has any financial matters in its agenda, a chartered auditor should be present.
Management Board members and Company employees cannot be proxies at the Shareholder Meeting. Media
may participate in the Shareholder Meeting, unless the subject matter of the meeting indicates that their presence
might cause damage to the Company. A motion to approve presence of media representatives is submitted to
voting by the Chairperson of the Shareholder Meeting immediately after the attendance record is signed.
The rights of Company shareholders, including minority shareholders, are exercised to the extent and in the
manner compliant with provisions of the Commercial Company Code.
26
5. OTHER INFORMATION
5.1.
Material contracts
Insurance contracts
Property insurance
Our Company and companies from our Group maintain standard insurance policies covering protection of
movable assets against losses as well as third party liability insurance in connection with conducted business
activity and owned assets, concluded with the following insurance companies: Towarzystwo Ubezpieczeń i
Reasekuracji WARTA S.A., Powszechny Zakład Ubezpieczeń S.A., Sopockie Towarzystwo Ubezpieczeń ERGO
Hestia S.A., AIG Europe S.A. Branch in Poland, Generali Towarzystwo Ubezpieczeń S.A., Towarzystwo
Ubezpieczeń Allianz Polska S.A., Towarzystwo Ubezpieczeń na śycie ING Nationale-Nederlanden Polska S.A.
the following agreements should be noted in particular:
•
•
•
•
•
•
•
•
•
•
•
property insurance agreement against fire and other random perils concluded by Trakcja Polska S.A.
with Towarzystwo Ubezpieczeń i Reasekuracji WARTA S.A. (policy no. 90061248608/AR/EP/2009). The
sum insured is PLN 28,087,895. The policy expires on 10 April 2010.
third party liability insurance related to the Company's business activity concluded by the Company with
Generali Towarzystwo Ubezpieczeń S.A. (policy no. PO/00060190/2008). The sum insured is PLN
5,000,000. The policy expires on 31 December 2010.
third party liability insurance related to the business activity, concluded by the subsidiary PRKiI S.A. with
Sopockie Towarzystwo Ubezpieczeń ERGO HESTIA S.A. (policy no. 901004660351). The sum insured
is PLN 10,000,000. The policy expires on 31 December 2010.
a casco co-insurance agreement for track-bound vehicles (cleaner) concluded by the subsidiary PRKiI
S.A. with Towarzystwo Ubezpieczeń AXA S.A. and PZU S.A. The sum insured is PLN 36,580,600. The
policy expires on 2 April 2010.
a co-insurance agreement covering assets, electronic and other equipment concluded by the subsidiary
PRKiI S.A. with Sopockie Towarzystwo Ubezpieczeń ERGO HESTIA S.A. and Towarzystwo
Ubezpieczeń i Reasekuracji WARTA S.A. (policy no. Polisa/KOAS/PRKiI/Majątek/2009/1).
The sum insured is: PLN 33,204,272.67. The policy expires on 11.04.2010
a co-insurance agreement covering construction equipment and machinery (profiler and cleaner)
concluded by the subsidiary PRKiI S.A. with Sopockie Towarzystwo Ubezpieczeń ERGO HESTIA S.A.
and
Towarzystwo
Ubezpieczeń
i
Reasekuracji
WARTA
S.A.
(policy
no.
Polisa/KOAS/PRKiI/Majątek/2009/2).
The sum insured is: PLN 5,272,000. The policy expires on 11 April 2010.
an insurance agreement covering construction risks related to works on section E-30 Opole-WrocławLegnica concluded by the Company with Towarzystwo Ubezpieczeń Allianz Polska S.A. (policy no.15607-390-05702175). The sum insured is PLN 85,835,340. The policy expires on 20 March 2010.
an agreement to insure construction risks in connection with works on comprehensive modernization of
the Legionowo, Nowy Dwór Mazowiecki, Modlin stations, concluded by the Company with T.U. Generali
S.A. and Sopockie Towarzystwo Ubezpieczeń Ergo Hestia S.A. (policy no. PO/00052142/2008). The
sum insured is EUR 123,362,757.52. The policy expires on 16 June 2010.
an insurance agreement covering construction risks related to works on the section Warszawa Główna
Towarowa – Józefinów – Gołąbki (lines 19, 507, 509) concluded by the Company with Towarzystwo
Ubezpieczeń Allianz Polska S.A. (policy no. 000-08-389-05703076). The sum insured is PLN
119,934,732.69. The expiration date is 31 May 2010.
an insurance agreement covering construction risks related to works on section Orzysz – Ełk concluded
with Towarzystwo Ubezpieczeń Allianz Polska S.A. (policy no. 000-08-389-05703076). The sum insured
is PLN 38,066,367.32. The policy expires on 30 November 2012.
an insurance agreement covering construction risks related to works on section E-30 Opole-WrocławLegnica concluded by the Company with Towarzystwo Ubezpieczeń Allianz Polska S.A. (policy no.15607-390-05702175). The sum insured is PLN 85,835,340. The policy expires on 20 March 2010.
Casualty insurance
Our Company and companies from our Group hold standard insurance policies covering protection of third party
liability insurance for members of corporate bodies of the Company and Group companies as well as life
insurance for the Company’s Management Board Members, concluded with the following insurance companies:
AIG Europe S.A. Branch in Poland, Towarzystwo Ubezpieczeń na śycie ING Nationale-Nederlanden Polska S.A.,
PZU S.A.
the following agreements should be noted in particular:
27
•
•
•
life insurance agreement for members of the Company's Management Board concluded with ING
Towarzystwo Ubezpieczeń na śycie ING Nationale - Nederlanden Polska S.A. (policy no. 0000296G).
The sum insured is PLN 4,500,600. The policy expires on 9 March 2010.
insurance agreement covering the Public Offering of Securities, concluded by the Company with AIG
Europa S.A. Branch in Poland (policy no. 236100198). The sum insured is PLN 20,000,000. The policy
expires on 24 January 2011.
professional liability insurance agreement for designers and architects concluded by the subsidiary PRKiI
S.A. with Sopockie Towarzystwo Ubezpieczeń Ergo Hestia S.A. (policy no. 901004660352). The sum
insured is: PLN 1,000,000. Valid until: 31.12.2010
Cooperation and collaboration agreements
Framework agreements on cooperation with regard to transactions on the financial market, concluded by our
companies from our Group with Bank PEKAO S.A. and Bank Handlowy S.A.
The subject matter of the agreements is to define rules for cooperation with regard to concluding transactions on
the financial market between the Group companies and the bank.
5.2.
Credit and loan agreements
Credit and loans
The list of loans taken out and granted by Trakcja Polska Capital Group companies as at 31 December 2009 is
presented in the tables below:
Parent Company’s loans:
Loan amount
(PLN thous.)
Company name
Loan type
Agreement date
Maturity
Interest rate
Loan amount
outstanding as at
31.12.2009
WIBOR 1M
+0.55%
Bank PEKAO SA
55,000 Investment loan
28.11.2007
30.11.2012
32,083, of which:
21,083 – long-term
liabilities
11,000 – short-term
liabilities
Total
32,083
Credits and loans of the remaining Group companies:
Debtor
PRKiI
PRKiI
Company name
BRE Bank S.A.
NORDEA Bank
PRKiI
NORDEA Bank
Bahn Technik
Kredyt Bank S.A.
Bahn Technik
Leonard Weiss
International
GmbH
Loan amount
(PLN thous.)
2,000
Loan type
Agreement date
22.03. 2000
Current account Annex no. 20 of
22.10.2009
overdraft
Contract no. FKIEUR-ZOKK1-0900003 of
09.02.2009
06.07.2009
500
PLN 411 /
EUR 100 thous.
Interest rate
21.10.2010
WIBOR O/N+1.2%
-
07.02.2014
Euribor 1M+2.5%
22,410
31.07.2012
Euribor 1M+3.1%
1,988
Current account
overdraft
Contract no.
1999-1065 of
13.07.1999,
annex no. 17 of
25.05.2009
22.05.2010
WIBOR O/N+2.95%
Loan
Loan agreement
[no. 1/2009 of
30.11.2009
30.11.2010
3%
Total
Loan amount
outstanding as at
31.12.2009
Maturity
-
411
Total
24,809
Group
56,892
28
Loans from Group Companies to related entities:
Debtor
Creditor
Granted loan
amount
Agreement date
Maturity
Interest rate
Loan amount
outstanding as at
31.12.2009
PRK 7
Nieruchomości
Trakcja Polska
4,750
26.11.2008
Annex no. 3 of
31.12.2009
31.03.2010
WIBOR 3M+1%
4,500
PRK 7
Nieruchomości
PRKiI
2,500
21.11.2007
Annex no. 7 of
31.12.2009
31.03.2010
WIBOR 3M+1%
2,500
PRK 7
Nieruchomości
PRKiI
3,000
07.11.2007
Annex no. 7 of
31.12.2009
31.03.201
WIBOR 3M+1%
2,000
Bahn Technik
PRKiI
411
30.11.2009
30.11.2010
WIBOR 3M+2%
411
Total
9,411
5.3.
Contingent receivables and liabilities
The list of the Group's contingent receivables and liabilities is presented in note no. 42 of the Annual consolidated
financial statements of the Trakcja Polska Capital Group, while detailed information on sureties and guaranties
extended by Group companies, including mutual sureties and guarantees may be found in the Attachment to the
Consolidated financial statements of Trakcja Polska S.A.
5.4.
Agreements concluded between the Parent Company and managers
The Parent Company concluded employment agreements with Management Board members, which provide for a
compensation equal to 12 basic monthly salaries if those agreements are terminated prematurely. Also, no
competition agreements were concluded between Management Board members and the Spanish company
COMSA. The Trakcja Polska company would pay compensation under the aforementioned agreements.
5.5.
Remuneration of Management Board and Supervisory Board members
Remuneration of the Parent Company's Management Board members in 2009 is presented in the table below.
First and last name
2009
Maciej Radziwiłł
1,992
Tadeusz Kałdonek
593
Tadeusz Kozaczyński
811
Dariusz Mańkowski
472
Tadeusz Bogdan
Total
398
4,266
The amount of PLN 4,076 thousand was posted to the Parent Company's expenses, while the remaining
remuneration amount was charged to expenses of subsidiaries.
Remuneration of the Parent Company's Supervisory Board members in 2009 is presented in the table below.
First and last name
2009
Jorge Miarnau Montserrat
-
Miquel Llevat Vallespinosa
-
Rodrigo Pomar Lopez Gil
Tomasz Szyszko
Paweł Ziółek
Total
60
60
120
29
5.6.
Information on the number of shares held by the Parent Company and shares in related
entities held by persons managing and supervising the Parent Company
As at the date of approving the financial statements, the Issuer’s Parent Company shares held by persons
discharging executive and supervisory functions were as follows:
First and last name
Maciej Radziwiłł
Tadeusz Kałdonek
Dariusz Mańkowski
Function
President of the Management
Board
Vice-President of the
Management Board
Vice-President of the
Management Board
Number of
shares
% in the
ownership
structure
280
0.00%
2,550,960
1.59%
450,500
0.28%
From the publication date of the previous report, i.e. from 16 November 2008, no changes took place in the
Parent Company's shareholding structure.
The Company’s Management Board members or Supervisory Board members do not hold any shares in any
entities belonging to the Capital Group.
5.7.
Information about agreements which may result in changes to the proportions of
shares held by the current shareholders
The Parent Company’s Management Board is unaware of any agreements (including any agreements which may
have been executed after the balance sheet date) which may result in future changes to the proportions of shares
held by the current shareholders.
5.8.
Information on employee stock control systems
The Trakcja Polska Group did not introduce any employee stock programs.
5.9.
Information on treasury stock purchases
In 2009, the Trakcja Polska Group did not purchase any treasury stock.
5.10.
Material litigation and disputes
A procedure in the matter of appeals submitted on 26 and 27 July 2007 by the Kazimierza Deyny 7 Residential
Community in Warsaw and by a natural person against a decision to approve the construction design and to issue a
construction permit for a multi-family residential complex with an underground garage with a necessary technical
infrastructure on the plots located at ul. gen. Pełczyńskiego in Warsaw. In connection with the property development
investment project planned by PRK – 7 S.A. in Warsaw in the vicinity of ul. Pełczyńskiego, a decision was issued by
the authority of the Mayor of the Capital City of Warsaw on 9 July 2007 on a building permit (no. 504/Bem/2007,
reference number: AM-BK/7353/13/07/ME). The Kazimierza Deyny 7 Residential Community in Warsaw appealed
the foregoing decision challenging the right of PRK – 7 S.A. to conduct the investment project on one of the plots of
land (record no. 111/31 section 6-11-02). As part of the appeal procedure pending before the Mazowiecki Voivode,
PRK 7 S.A. raised an argument that according to the notary deed on the purchase of the real estate on which the
investment is to be conducted, each perpetual usufruct user of that plot has the right of passage through that plot
and the right to use this plot for construction purposes, especially the right to build a road, walkway, heating network,
power network, water and sewage, natural gas, telephone networks and to connect them to the infrastructure and
buildings to be erected as part of this investment. Accordingly, PRK 7 Nieruchomości believes that the claims made
by the Kazimierza Deyny 7 Residential Community are unfounded. On 14 January 2008 PRK - 7 S.A. received a
decision from the Mazowiecki Voivode repealing the building permit and remanding the case to re-examination by
the first instance authority. Accordingly, on 12 February 2008 the investor filed a complaint with the Voivodship
Administrative Court, petitioning for the decision to be repealed in its entirety, alleging that the authority issuing the
decision had grossly breached material and process law. On 27 May 2008 the Voivodship Administrative Court in
Warsaw repealed the decision of the Mazowiecki Voivode, repealing the decision made by the Mayor of the Capital
City of Warsaw on the building permit and remanding the case to re-examination.
In its justification of the judgment, the Voivodship Administrative Court pointed out, inter alia, that the Mazowiecki
Voivode, when issuing the decision to repeal the decision made by the Mayor of the Capital City of Warsaw on the
building permit and remanding the case to re-examination had breached the regulations of administrative procedure.
The court also pointed out that when remanding the case to re-examination the Mazowiecki Voivode should justify
the necessity of conducting an explanatory proceeding in its entirety or to a considerable degree, as well as point out
for what reasons it did not conduct a supplementary proceeding on its own.
30
On 23 July 2008 the Kazimierza Deyny 7 Residential Community filed a cassation complaint against the judgment
handed down by the Voivodship Administrative Court.
The Voivodship Administrative Court had dismissed the complaint filed by the Kazimierza Deyny 7 Residential
Community since the complaint had not been paid for properly. The case was transferred to the Mazowiecki Voivode
to be re-examined.
On 12 November 2008, PRK – 7 S.A. received a Decision from the Mazowiecki Voivode (file number WI.ISMS/7144WB/18/07) upholding the Decision on the building permit, issued to PRK – 7 S.A.
On 19 December 2008 the Kazimierza Deyny 7 Residential Community lodged a complaint against the
aforementioned decision of the Mazowiecki Voivode with the Voivodship Administrative Court in Warsaw, alleging
that it had breached the regulations of the proceeding in art. 10 § 1 of the Administrative Proceedings Code by a
failure to apply it and the substantive law - art. 32 sec. 4 item 2 of the Construction Law through its incorrect
interpretation.
On 16 March 2009, PRK – 7 SA filed its response to the Court to the foregoing complaint, petitioning for it to be
dismissed as in the opinion of the Company the complaint was unfounded.
In its judgment of 3 April 2009 the Voivodship Administrative Court dismissed the complaint lodged by the
Kazimierza Deyny 7 Residential Community against the decision made by the Mazowiecki Voivode to uphold the
power of the decision made by the Mayor of the capital city of Warsaw on 9 July 2007 to grant a construction
permit to PRK – 7 SA. In the justification to the judgment, the Voivodship Administrative Court pointed out that the
Mazowiecki Voivode had not committed the abrogations alleged by the Deyny 7 Residential Community.
According to the information we hold the Kazimierza Dejny 7 Residential Community has filed a cassation
complaint against the Voivodship Administrative Court’s judgment. On 23 September 2009 Trakcja Polska SA
(legal successor after the merger with PRK – 7 SA) filed a response to the cassation complaint with the Supreme
Administrative Court. At present, Trakcja Polska SA is waiting for the hearing date to be set.
On 11 December 2009, the subsidiary, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. in Wrocław filed
a statement of claim with the Court in Wrocław against Przedsiębiorstwo Budowlane FAMBUD Sp. z o.o. to pay
the amount of PLN 366,000. The Company pursues its claims due to the failure to pay the invoice of 7 September
2009 for the performance of work and services with respect to the insulation of the traction grid. The Company
received a reply to the claim and was summoned to pay the advance for the costs of court proceedings. The date
of the hearing was set at 11 March 2010.
In December 2008, the subsidiary, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. in Wrocław filed a
statement of claim with the District Court in Legnica against Kopalnia Bazalt to pay the amount of PLN 313,156.
The statement of claim pertains to the claim for damages for replacing the defective basalt ballast delivered by the
supplier for the construction of tracks on the Legnica-Miłkowice route. The case is pending. Evidence proceedings
are conducted currently. One piece of evidence was an opinion from the Geological Institute regarding the origin
of the defective ballast. Another piece of evidence was detrimental for the claimant, i.e. PRKiI S.A. and an
objection was raised. At present, the Company is waiting for the hearing date to be set.
Another court proceeding pertains to the statement of claim also filed by the subsidiary Przedsiębiorstwo Robót
Kolejowych i InŜynieryjnych S.A. in Wrocław. The statement of claim was filed against ŁuŜycka Kopalnia Bazaltu
„Księginki” S.A. to pay the amount of PLN 343,389 as a claim to replace the defective ballast on the Pieńsk –
Jędrzychowice route. In the first instance, a ruling was issued that dismissed, however as a result of the appeal,
the Appellate Court in Wrocław repealed the ruling and forwarded it to the District Court in Jelenia Góra to be
reconsidered. At present, the case is waiting to be resolved.
Transactions with related entities
All the transactions concluded by the Parent Company or its subsidiaries with related entities were concluded on
an arm’s length basis.
Detailed information on the transactions with related entities is given in note no. 54 of the Annual consolidated
financial statements of the Trakcja Polska Capital Group.
5.11.
Important achievements in the area of research and development
The line of business of the Trakcja Polska Group does not require significant work in the area of research and
development.
5.12.
Information about the entity acting as the chartered auditor
The entity authorized to audit the Company’s standalone financial statements is BDO Sp. z o.o. (which is the legal
successor of BDO Numerica International Auditors & Consultants Sp. z o.o.) seated in Warsaw at ul. Postępu 12.
On 29 July 2009, the Company concluded an agreement with BDO Sp. z o.o. (the legal successor of BDO
Numerica International Auditors & Consultants Sp. z o.o.) to:
31
Review the semi-annual standalone financial statements drawn up as at 30 June 2009 in compliance
with International Accounting Standards
Audit the annual standalone financial statements drawn up as at 31 December 2009 in compliance with
International Accounting Standards
Moreover, other Group companies (PRKiI S.A., PRK 7 Nieruchomości Sp. z o.o.) concluded agreements with the
aforementioned auditor to review their semi-annual and audit their annual financial statements.
The remuneration for the audit and review of the statements and for other services is presented in the table
below.
12 months
ended
31.12.2009
12 months
ended
31.12.2008
- for auditing standalone and consolidated statements for the given financial year
268
309
- for reviewing standalone and consolidated statements for the given financial year
162
187
-
-
50
71
480
567
Total net fee, due or paid:
- for tax consulting services
- for other considerations than reviewing and auditing standalone and consolidated
statements for the given financial year and tax consulting services
Total
Warsaw, 18 March 2010
Maciej Radziwiłł
Tadeusz Kałdonek
Vice-President of the Management Board
Dariusz Mańkowski
Tadeusz Bogdan
32
MANAGEMENT BOARD'S REPRESENTATION
To the best of our knowledge, the consolidated financial statements of the Trakcja Polska S.A. Capital Group for
the period from 1 January 2009 to 31 December 2009 and the comparative data for the period from 1 January
2008 to 31 December 2008 have been prepared in compliance with the accounting principles in force and truly,
reliably and clearly reflect the Company’s assets and financial standing as well as its financial result. The
Management Board’s report on the activity of the Issuer’s Capital Group presents a true picture of the
development, achievements, risks, threats and situation of the Trakcja Polska Capital Group.
We also represent that the entity authorized to audit financial statements which audited the annual consolidated
financial statements of the Trakcja Polska Capital Group for the 12 months ended 31 December 2009, BDO Sp. z
o.o., was selected in compliance with the provisions of law. That entity as well as the auditors who conducted the
audit satisfied the conditions for expressing an unbiased and independent opinion about the audit as required by
the binding provisions of law and professional norms.
Maciej Radziwiłł
……………….
Vice President of the Management Board
……………….
Tadeusz Kałdonek
……………….
Dariusz Mańkowski
………………
Tadeusz Bogdan
………………
Annual consolidated financial statements
of the Trakcja Polska Capital Group
for the financial year
ended 31 December 2009
CONSOLIDATED FINANCIAL STATEMENTS
OF THE TRAKCJA POLSKA CAPITAL GROUP
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
Warsaw, March 2010
Annual consolidated financial statements for the year ended 31 December 2009
(all figures in PLN thousand, unless stated otherwise)
APPROVAL OF THE ANNUAL CONSOLIDATED FINANCIAL STATEMENTS
The Management Board of Trakcja Polska SA has approved the annual consolidated financial statements of the
Trakcja Polska Capital Group for the period from 1 January 2009 to 31 December 2009.
The annual consolidated financial statements for the period from 1 January 2009 to 31 December 2009 were
prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International
Accounting Standards Board (“IASB”) and in accordance with the IFRS approved by the European Union. In this
report, information is presented in the following order:
1.
The consolidated profit and loss account for the period from 1 January 2009 to 31 December 2009 showing
a net profit of PLN 70,818 thousand.
2.
The consolidated statement of comprehensive income for the period from 1 January 2009 to 31 December
2009 showing the comprehensive income of PLN 71,058 thousand;
3.
The consolidated balance sheet as at 31 December 2008 showing assets and liabilities of
PLN 602,154 thousand.
4.
The consolidated cash flow statement for the period from 1 January 2009 to 31 December 2009 showing a
decrease in net cash by PLN 127,475 thousand.
5.
The statement of changes in consolidated equity for the period from 1 January 2009 to 31 December 2009,
showing an increase in equity of PLN 59,890 thousand.
6.
Notes and explanations.
Except for the line items in which the contrary has been explicitly indicated, the annual consolidated financial
statements have been prepared in thousands of Polish zloty.
Some of the financial and operational data included in these financial statements have been rounded. For this
reason, in some of the tables presented in the statements, the sum of amounts in a column or row may differ
slightly from the total amount stated for that column or row.
Maciej Radziwiłł
Tadeusz Bogdan
Tadeusz Kałdonek
Dariusz Mańkowski
F-2
CONTENTS
CONSOLIDATED PROFIT AND LOSS ACCOUNT ............................................................................................... 5
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME....................................................................... 6
CONSOLIDATED BALANCE SHEET .................................................................................................................... 7
CONSOLIDATED CASH FLOW STATEMENT ...................................................................................................... 8
STATEMENT OF CHANGES IN CONSOLIDATED EQUITY................................................................................. 9
NOTES AND EXPLANATIONS............................................................................................................................ 11
1.
General information ............................................................................................................................... 11
2.
Composition of the Group ...................................................................................................................... 11
3.
Composition of the Parent Company’s Management Board .................................................................. 12
4.
Approval of the annual consolidated financial statements for publication .............................................. 12
5.
Significant values based on professional judgment and estimates ........................................................ 12
5.1.
Professional judgment ........................................................................................................................... 12
5.2.
Uncertainty of estimates ........................................................................................................................ 12
6.
Basis for drawing up the annual consolidated financial statements ....................................................... 13
6.1.
Compliance Statement........................................................................................................................... 13
7.
New standards and interpretations which were published but have not yet come into effect................. 14
8.
Key accounting principles ...................................................................................................................... 17
8.1.
Consolidation rules ................................................................................................................................ 17
8.2.
Conversion of items denominated in foreign currency ........................................................................... 17
8.3.
Property, plant and equipment............................................................................................................... 17
8.3.1. Fixed assets........................................................................................................................................... 17
8.3.2. Fixed assets under construction ............................................................................................................ 18
8.3.3. Perpetual usufruct right to land .............................................................................................................. 18
8.4.
Leasing .................................................................................................................................................. 18
8.5.
Impairment of non-financial assets ........................................................................................................ 19
8.6.
Cost of external funding ......................................................................................................................... 19
8.7.
Investment property ............................................................................................................................... 19
8.8.
Intangible assets.................................................................................................................................... 19
8.8.1. Costs of research and development work.............................................................................................. 20
8.8.2. Goodwill ................................................................................................................................................. 20
8.9.
Financial instruments ............................................................................................................................. 20
8.10.
Investment in the jointly controlled entity ............................................................................................... 22
8.11.
Investment in the associated entity........................................................................................................ 22
8.12.
Financial derivatives .............................................................................................................................. 22
8.13.
Inventory ................................................................................................................................................ 23
8.14.
Trade receivables and other receivables ............................................................................................... 23
8.15.
Cash and cash equivalents.................................................................................................................... 23
8.16.
Equity..................................................................................................................................................... 23
8.17.
Interest-bearing bank credits, loans and debt securities ........................................................................ 24
8.18.
Trade liabilities and other liabilities ........................................................................................................ 24
8.19.
Reserves................................................................................................................................................ 24
8.20.
Retirement severance pays and jubilee awards .................................................................................... 24
8.21.
Prepayments and accruals .................................................................................................................... 24
8.22.
Revenues............................................................................................................................................... 25
8.22.1. Sales of merchandise and products....................................................................................................... 25
8.22.2. Provision of services .............................................................................................................................. 25
8.22.3. Interest................................................................................................................................................... 25
8.22.4. Dividends ............................................................................................................................................... 25
8.22.5. Development activity.............................................................................................................................. 25
8.23.
Taxes ..................................................................................................................................................... 26
8.23.1. Current tax ............................................................................................................................................. 26
8.23.2. Deferred tax ........................................................................................................................................... 26
8.23.3. Goods and services tax (VAT) ............................................................................................................... 26
8.24.
Earnings per share ................................................................................................................................ 26
8.25.
Effect of applying new accounting standards and changes in accounting policies ................................ 27
9.
Financial highlights ................................................................................................................................ 29
10.
Segment information.............................................................................................................................. 32
11.
Revenues on sales ................................................................................................................................ 34
12.
Operating expenses............................................................................................................................... 35
13.
Other operating income ......................................................................................................................... 36
14.
Other operating expenses...................................................................................................................... 37
15.
Financial income.................................................................................................................................... 37
16.
Financial expenses ................................................................................................................................ 37
17.
Income tax ............................................................................................................................................. 38
F-3
18.
Earnings (losses) per share ................................................................................................................... 39
19.
Property, plant and equipment............................................................................................................... 40
20.
Investment property ............................................................................................................................... 41
21.
Consolidation goodwill ........................................................................................................................... 43
22.
Goodwill impairment test........................................................................................................................ 44
23.
Intangible assets.................................................................................................................................... 45
24.
Financial assets ..................................................................................................................................... 47
25.
Investment in the jointly controlled and associated entity ...................................................................... 48
26.
Financial derivatives .............................................................................................................................. 49
27.
Deferred tax assets................................................................................................................................ 50
28.
29.
Inventory ................................................................................................................................................ 51
30.
Trade receivables and other receivables ............................................................................................... 52
31.
Cash and cash equivalents.................................................................................................................... 53
32.
Construction contracts ........................................................................................................................... 54
33.
Capital management.............................................................................................................................. 55
34.
Equity..................................................................................................................................................... 55
35.
Minority shareholder capital ................................................................................................................... 57
36.
Long-term liabilities ................................................................................................................................ 57
37.
Currency structure of long-term liabilities............................................................................................... 57
38.
Reserves................................................................................................................................................ 58
39.
Age structure of reserves....................................................................................................................... 58
40.
Liabilities on account of employee benefits............................................................................................ 59
41.
Deferred tax reserve .............................................................................................................................. 59
42.
Interest-bearing bank credits and loans ................................................................................................. 60
43.
Operating lease liabilities – the Group as a lessee ................................................................................ 62
44.
Liabilities under financial lease agreements and rent with a purchase option agreements.................... 63
45.
46.
Age structure of accruals and prepayments........................................................................................... 63
47.
Information on financial instruments ...................................................................................................... 63
48.
Notes to the cash flow statement........................................................................................................... 68
49.
Contingent receivables and liabilities ..................................................................................................... 68
50.
Material litigation and disputes............................................................................................................... 69
51.
Dividends paid and declared.................................................................................................................. 70
52.
Information on granted guarantees and sureties and collateral on assets............................................. 71
53.
Information on revenues, costs and results on discontinued activity ..................................................... 72
54.
Information on related entities................................................................................................................ 72
55.
Information on benefits for the key staff ................................................................................................. 73
56.
Material events in the financial year and after the balance sheet date .................................................. 74
57.
The financial statements under high inflation conditions........................................................................ 76
58.
Headcount ............................................................................................................................................. 76
59.
Assets and liabilities of the Company Social Benefit Fund (ZFŚS)........................................................ 76
60.
Information about the entity acting as the chartered auditor. ................................................................. 77
Schedule to the annual consolidated financial statements................................................................................... 79
F-4
CONSOLIDATED PROFIT AND LOSS ACCOUNT
Financial year ended
Note
31.12.2009
31.12.2008
Continuing operations
Revenues on sales
11
711,624
794,711
Cost of goods sold
12
603,638
718,957
107,986
75,754
2,339
27,183
1,768
3,580
1,884
19,988
2,089
3,047
76,652
52,924
15,167
4,027
20,524
5,457
138
-
87,930
67,991
17,112
12,245
70,818
55,746
Gross sales profit
Costs of sales, marketing and distribution
Overhead costs
12
12
13
14
Operating profit
Financial income
Financial expenses
15
16
Share in the results of the associated entity
Gross profit
Income tax
17
Net profit on continued activity
Discontinued operations
Net profit for the period
-
-
70,818
55,746
Attributable to:
71,573
-755
54,695
1,051
0.44
0.44
0.37
0.37
Earnings per share attributable to shareholders during the period (in PLN per share)
Basic
Diluted
18
18
Earnings per share on continued operations, attributable to shareholders during the period (in PLN per share)
Basic
Diluted
18
18
0.44
0.44
0.37
0.37
Earnings per share attributable to shareholders of the parent company during the period (in PLN per share):
Basic
Diluted
18
18
F-5
0.45
0.45
0.36
0.36
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Note
Adjustment of perpetual usufruct right to land
COMPREHENSIVE INCOME FOR THE PERIOD
31.12.2009
70,818
31.12.2008
55,746
240
-
71,058
55,746
71,058
55,746
Attributed to:
F-6
CONSOLIDATED BALANCE SHEET
Note
Assets
Non-current assets
Investment property
Intangible assets
Investments in associated companies
Deferred tax assets
19
20
21
23
25
24
26
27
28
Current assets
Inventory
Income tax receivables
29
30
24
26
31
28
32
Assets earmarked for sale
Total Assets
Note
Liabilities and Equity
Equity attributable to shareholders in the parent company
Share capital
Share premium account
Revaluation reserve
Other reserve capital
Retained financial result
Minority share
34
34
35
Total equity
Reserves
Other liabilities
42
38
40
41
26
Reserves
Income tax liabilities
Advances collected towards apartments
42
42
38
40
26
45
32
Liabilities related to assets held for trading
Total Liabilities and Equity
Notes and explanations to the annual consolidated financial statements form an integral part thereof.
F-7
31.12.2009
31.12.2008
212,983
98,634
3,666
2,051
53,052
35,613
256
19,158
553
139,314
52,089
4,219
2,051
51,975
164
28,512
304
389,171
75,544
77,351
3,122
24,579
204,121
1,681
2,773
614,871
85,662
132,448
-
-
602,154
31.12.2009
754,185
31.12.2008
369,425
16,011
185,812
2,637
84,736
80,229
7,483
311,607
16,011
185,812
2,397
47,480
59,907
5,411
376,908
317,018
61,037
43,111
400
7,696
9,778
52
59,180
33,267
1,768
5,859
10,493
7,747
46
164,209
15,214
100,635
19,316
5,500
2,250
6,725
3
10,487
4,079
377,987
11,596
207,824
13,568
5,150
19,524
26,653
370
90,152
3,150
-
-
602,154
754,185
53,769
313,096
2,092
27,804
CONSOLIDATED CASH FLOW STATEMENT
Note
Cash flow on operating activity
Gross profit on continued activity
Gross profit (loss) on discontinued activity
Adjustments for the following items:
Depreciation
FX gains and losses
Net interest and dividends
Profit on investment activity
Movement in receivables
Movement in inventories
Movement in liabilities, except for credits and loans
Movement in prepayments, deferred income and accruals
Movement in reserves
Movement in construction contracts
Movement in financial derivatives
Income tax paid
Others
Net cash flow on operating activity
31.12.2009
31.12.2008
87,930
-
67,991
-
10,121
1,315
1,358
36
55,097
10,118
-102,746
724
4,380
-54,634
-27,675
-24,851
-64
-38,891
7,898
-3,485
3,509
-235
-13,860
-2,518
50,001
-12,935
6,772
15,386
37,131
-13,330
-697
141,628
Sale (purchase) of intangible assets and property, plant and equipment
-59,398
-14,772
- purchase
- sale
Sale (purchase) of shares and ownership interests in subsidiaries
- purchase, after adjustments for acquired cash
- sale
Sale (purchase) of shares and ownership interests in associates
- purchase
- sale
Loans
- extended
- returned
Financial assets
- granted or purchased
- returned
Interest received
Net cash flow on investing activity
-59,483
85
-35,475
-35,475
-15,278
506
-10
-
-
8,800
-19,343
28,143
-36,512
-74,638
38,126
-86,073
-51,294
1,700
28,981
-13,918
-16,011
-2,509
-736
-18
-2,511
111,499
-25,551
-3,519
-797
81,632
-127,475
171,966
313,096
185,621
-
141,130
313,096
-
12
Cash flow on investing activity
Cash flow on financing activity
Net proceeds from the issue of shares
Proceeds from bond issues
Expenditures for the purchase of treasury stock
Expenditures for bond redemptions
Proceeds from obtained loans and credits
Repayment of credits and loans
Dividends paid to the shareholders of the parent company
Interest paid
Payments of liabilities for financial lease agreements
Others
Net cash flow on financing activity
Total net cash flow
Net foreign exchange differences
- cash with limited ability to use
48
F-8
-10
-
STATEMENT OF CHANGES IN CONSOLIDATED EQUITY
Equity attributable to shareholders in the parent company
As at 1.01.2009
Revaluation Other reserve
Retained
reserve
capital
financial result
Share premium
account
Share capital
Minority
capital
Total
Total equity
16,011
185,812
2,397
47,480
59,907
311,607
5,411
Correction of errors
-
-
-
-
-
-
-
-
Changes in accounting principles
-
-
-
-
-
-
-
-
16,011
185,812
2,397
47,480
59,907
311,607
5,411
317,018
71,058
As at 1.01.2009 after adjustments
317,018
Comprehensive income for the period
-
-
240
-
71,573
71,813
-755
Issue of shares
-
-
-
-
-
-
-
-
Capital expenditures incurred for the issue of shares
-
-
-
-
-
-
-
-
Distribution of profit
-
-
-
39,801
-39,801
-
-
-
Dividend payment
-
-
-
-
-16,011
-16,011
-
-16,011
Other changes
As at 31.12.2009
-
-
-
-2,545
4,561
2,016
2,827
4,843
16,011
185,812
2,637
84,736
80,229
369,425
7,483
376,908
F-9
pro forma
Share premium
account
Share capital
As at 1.01.2008
Revaluation Other reserve
Retained
reserve
capital
financial result
Minority
capital
Total
13,011
77,313
2,397
21,937
30,797
Correction of errors
-
-
-
-
-
-
-
-
Changes in accounting principles
-
-
-
-
-
-
-
-
13,011
77,313
2,397
21,937
30,797
145,455
4,394
149,849
-
-
-
-
54,695
54,695
1,051
55,746
3,000
117,000
-
-
-
120,000
-
120,000
As at 1.01.2008 after adjustments
Comprehensive income for the period
Issue of shares
145,455
Total equity
4,394
149,849
Capital expenditures incurred for the issue of shares
-
-8,501
-
-
-
-8,501
-
-8,501
Distribution of profit
-
-
-
25,584
-25,584
-
-
-
Dividend payment
-
-
-
-
-
-
Other changes
-
-
-
-41
-1
-42
-34
-76
16,011
185,812
2,397
47,480
59,907
311,607
5,411
317,018
As at 31.12.2008
F-10
NOTES AND EXPLANATIONS
1.
General information
These consolidated financial statements of the Group cover the period of the financial year ended 31 December
2009 and comparative data.
The Trakcja Polska Capital Group (“Group”) consists of the parent company Trakcja Polska S.A. (“TP”, “TP
S.A.”, “parent entity”, “Company”, “Parent Company”) and its subsidiaries (see note 2).
The parent company of the Group in its present form was established on 30 November 2004 as a result of
acquisition of the holding company Trakcja Polska S.A. by Przedsiębiorstwo Kolejowych Robót
Elektryfikacyjnych S.A. (Railway Electrification Works Company, “PKRE S.A.”). The Company’s business name
is Trakcja Polska and was changed by Resolution no. 2 adopted by the Extraordinary Shareholder Meeting on 22
November 2007. This change was confirmed by the entry in the National Court Register on 10 December 2007.
The Company’s previous business name was Trakcja Polska – PKRE S.A. The parent company operates
pursuant to articles of association drawn up in the form of the notary deed on 26 January 1995 (Rep. A no.
863/95), as later amended.
On 1 September 2009, the District Court for the Capital City of Warsaw in Warsaw, 12th Economic Division of
the National Court Register, registered the merger of Trakcja Polska S.A. as the acquiring company with
Przedsiębiorstwo Robót Komunikacyjnych-7 S.A. as the acquired company. The company merger was settled
and recognized as at 31 August 2009 in accounting ledgers of the company, to which the assets of the merged
companies were transferred, i.e. to Trakcja Polska SA, using the pooling of interest method.
The actual merger of the companies, according to IFRS 3 took place on the date of obtaining control, i.e. on 01
September 2007. Benchmarking data in the standalone financial statements of the merged company stem from
the consolidated financial statements of the Capital Group.
Benchmarking data for the previous financial year have been defined in such a way as if the merger took place in
the previous financial year.
On 29 January 2002, the Company was entered in the National Court Register in the District Court in
Warsaw at the 19th Business Division under file number KRS 0000084266. The Company Trakcja
Polska – PKRE S.A. was assigned the statistical number REGON 010952900, the taxpayer identification no. NIP
525-000-24-39 and code PKD 4523A. The parent company’s seat is located in Warsaw at Al. Jana Pawła II no.
11.
The duration of the parent company and other entities comprising the Group is indefinite.
The Company’s line of business as stated in its articles of association includes specialized
construction and installation work for electrification of railway and tramway lines. The Company
specializes in the following types of activity:
work on foundations and networks,
installation of overhead contact substations and section cabins,
installation of high and low voltage aerial and cable lines,
installation of power supply and local control cables,
production (of high, medium and low voltage switching stations, overhead contact system accessories
and local control devices),
specialized equipment services (excavators, rail and car cranes, drill setters, piling rigs).
2.
Composition of the Group
The Group is composed of the parent company Trakcja Polska SA and the subsidiary entities:
Entity
Registered
Office
Przedsiębiorstwo Robót
Kolejowych i InŜynieryjnych SA
(„PRKiI”, „PRKiI S.A.”)
Wroclaw
(„PRK 7 Nieruchomości”)
Warsaw
Line of business
% of capital
31.12.2009
31.12.2008*
Engineering, construction and installation
work
96.79%
96.79%
Development activity, management of real
estate owned by residential communities
100.00%
99.02%
*) Restated data – incorporating the effects of the Company’s merger with Przedsiębiorstwo Robót Komunikacyjnych-7 S.A.,
F-11
which was included in the Group as at 31 December 2008.
Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych SA is a lower-level parent company.
The subsidiaries of Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych SA include the following:
Entity
Registered
Office
Bahn Technik Wrocław Sp. z o.o.
(„Bahn Technik”)
Wroclaw
Line of business
Track work including welding, regenerating
turnouts and installation of tracks
% of capital
31.12.2009
31.12.2008
50.00%
51.25%
As at 31 December 2009, the percentage of votes held by the Group in the subsidiaries was equal to the Group’s
stake in these entities.
During the financial year ended 31 December 2009, an associated entity was added to the Group: Eco-Wind
Construction S.A. („EWC”, „EWC S.A.”, „Eco-Wind Construction”) Details of this investment have been presented
in Note 25, Investments in an associated entity. The share of the parent company in the Group’s share capital is
approx. 40.68%.
The highest level parent company is the Spanish company COMSA SA, which prepares consolidated financial
statements where data of GK TP is consolidated.
3.
Composition of the Parent Company’s Management Board
As at 31 December 2009, the parent company’s Management Board was comprised of the following persons:
Maciej Radziwiłł
Tadeusz Bogdan
Tadeusz Kałdonek
Dariusz Mańkowski
During the period from 1 January 2009 to 31 December 2009, the following changes transpired in the
Management Board of the Group's parent company:
On 31 October 2009, the Company's Supervisory Board appointed Mr. Tadeusz Bogdan to the position of the
Vice President of the Management Board, Rail Construction Director.
No changes have been made to the Company’s Management Board composition after the balance sheet date.
4.
Approval of the annual consolidated financial statements for publication
These annual consolidated financial statements were approved for publication by the Management
Board on 18 March 2010.
5.
Significant values based on professional judgment and estimates
5.1.
Professional judgment
In addition to accounting estimates, professional judgment exercised by managers was the most important factor
in the process of applying the accounting rules (policy). Professional judgment is applicable, above all, to
assessment of risk associated with repayment of overdue receivables. Accordingly, as at each balance sheet
date, the Group verifies the revaluation charges of the aforementioned receivables, considering the potential
considerable risk of delay (more than 180 days) in their payment.
5.2.
Uncertainty of estimates
The key assumptions for the future and other main sources of uncertainty occurring as at the balance sheet date,
which entail the risk of considerable adjustment of the book value of assets and liabilities in the next financial
year, are presented below.
Valuation of reserves
Employee benefit reserves were estimated on the basis of actuarial methods. The assumptions, which were
made for that purpose, have been presented in note 40 of the Notes and Explanations.
F-12
Reserves for correction work
Reserves for correction work have been estimated based on the knowledge of managers of individual projects
(contracts) about the necessity or probable necessity to provide additional work for the principal in order to meet
the terms of the warranty.
Component of deferred tax assets
The Group identifies the component of deferred tax assets based on the assumption that tax profit will be
recorded in the future, which will allow the Group to use the asset. Deterioration of tax results in the future may
render this assumption untrue.
Fair value of financial instruments
The fair value of financial instruments, for which no active markets exists, is measured by using adequate
valuation techniques. The Group uses professional judgment when selecting such adequate methods and
assumptions.
Capturing income
In order to preserve a relatively constant margin in all the reporting periods of the contract’s term, the Group uses
the “cost plus” method of determining income. Revenues on the performance of construction and installation
services covered by an unfinished agreement are calculated as the costs actually incurred plus the margin
assumed on the whole contract. The Group performs analysis on a regular basis and, where necessary, it
revises the margins assumed for particular contracts. The level of revenues on sales in the case of contracts
concluded in a foreign currency depends on changes in the FX rate.
Depreciation rates
The level of depreciation rates is determined on the basis of expected economic life of the property, plant and
equipment and intangible assets. Every year, the Group revises the assumed periods of economic life, based on
its current estimates.
6.
Basis for drawing up the annual consolidated financial statements
The annual consolidated financial statements have been drawn up pursuant to the historical cost principle,
except for derivative instruments and financial assets available for sale, which are carried at fair value. The book
value of captured collaterals of assets and liabilities is adjusted by the changes to the fair value, which may be
attributed to the risk against which the assets and liabilities are secured.
The annual consolidated financial statements are presented in Polish zlotys (“PLN”, “zł”), and all the values,
unless stated otherwise, are expressed in PLN thousand.
Some of the financial data included in these statements have been rounded. For this reason, in some of the
tables presented in the statements, the sum of amounts in a column or row may differ slightly from the total
amount stated for that column or row.
The annual consolidated financial statements have been drawn up with the assumption that the Group
companies will continue their business as an ongoing concern in the predictable future. As at the date of
approving these annual consolidated financial statements, there are no circumstances indicating a threat to the
continued operations of the Group’s companies.
6.1.
Compliance Statement
These annual consolidated financial statements were drawn up pursuant to the International Financial Reporting
Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and pursuant to IFRS
approved by the European Union. As at the date of approving these financial statements, with regard to the
accounting principles applied by the Group, there is no difference between IFRS and IFRS approved by the
European Union. The standards, which did not yet go into effect as at 31 December 2009 and were not approved
by the European Union as at the date of these consolidated financial statements, were described in note no. 7.
IFRS include standards and interpretations approved by the International Accounting Standards Board and the
International Financial Reporting Interpretations Committee (“IFRIC”).
Measurement currency and currency of financial statements
The measurement currency of the parent company and other Group companies and the reporting currency used
in these annual consolidated financial statements is Polish zloty.
F-13
7.
New standards and interpretations which were published but have not yet come into effect
With respect to these consolidated financial statements, the Group decided not to apply in advance any
published standards or interpretations before their effective date.
The following standards and interpretations were issued by the International Accounting Standards Board or the
International Financial Reporting Interpretations Committee, but have not yet come into effect as at the balance
sheet date:
• Amended IFRS 3 Business Combinations
The amended IFRS 3 was published on 10 January 2008 and approved in the EU on 3 January 2009. IFRS 3
applies prospectively to business combinations with acquisition dates no earlier than 1 July 2009. The
amendments include, among others, the option to capture minority shareholdings either at fair value or according
to their share in the fair value of identified net assets; in the event of acquisitions divided into several stages –
the obligation to restate the shares held previously to fair value on the date of obtaining control, while posting the
difference to the profit and loss account, and additional guidelines for applying the purchase method, which
include treating transaction costs as the cost of the period in which it was incurred.
The Group will apply the amended IFRS 3 starting from 1 January 2010.
As at the date of these financial statements, it is not possible to estimate reliably the impact of adopting the
amended standard.
• Amended IAS 27 Consolidated and Separate Financial Statements
The amended IAS 27 was published on 10 January 2008 and approved in the EU on 3 January 2009. It applies
for the annual periods beginning 1 July 2009 or afterwards. The standard requires that effects of transactions
with minority shareholders are posted directly to equity if that the parent maintains control over the entity. The
standard additionally details the manner of capturing loss of control of a subsidiary entity, i.e. it requires that
other shares be revalued to fair value, the difference posted to the profit and loss account.
The Group will apply the amended IAS 27 starting from 1 January 2010.
amended standard.
• Amended IFRS 1 First-time adoption of International Financial Reporting Standards
The amended IFRS 1 was published on 27 November 2008 and applies for annual periods beginning on 1 July
2009 or afterwards. The amended standard contains no significant changes of substantive importance; it
proposes a new structure of the standard and unifies all the amendments introduced so far in a single document.
The amended IFRS 1 will have no impact on the Group’s consolidated financial statements.
•
Amended IFRS 1 First-time adoption of International Financial Reporting Standards
The amended IFRS 1 was published on 23 July 2009 and applies to annual periods beginning on 1 January
2010 or afterwards. The amended standard introduces two additional exemptions for entities applying IFRS for
the first time.
•
Amended IFRS 1 First-time adoption of International Financial Reporting Standards
The amended IFRS 1 was published on 28 January 2008 and applies for annual periods beginning on 1 July
2010 or afterwards. The amended standard contains regulations pertaining to limited exemptions from disclosure
of comparative data within the scope of IFRS 7.
• Amendments to IFRS 2 Share Based Payments
The amendment to IFRS 2 was published on 18 June 2009 and applies to annual periods beginning on 1
January 2010 or afterwards. The amendment to the standard clarifies how a subsidiary in a Group should
present some payments in the form of shares in its financial statements. Transactions in which a unit receives
goods and services for which another Group entity remits payment should be disclosed in the accounting ledgers
of the entity receiving the goods and services regardless of which unit settles the transaction and how payment is
made.
The amendment to IFRS 2 will not influence the Group’s financial statements, because the Group does not
employ any share based payments.
• IFRS 9 Financial Instruments:
The new standard was published on 12 November 2009 and is the IASB’s first step toward replacing IAS 39
Financial instruments recognition and valuation. The new standard will take force on 1 January 2013.
F-14
The Group will apply the new standard starting from 1 January 2013.
As at the date of these consolidated financial statements, it is not possible to estimate reliably the impact of
applying the new standard.
• Amendment to IAS 24 Disclosures regarding affiliates published on 4 November 2009.
The amendment to IAS 24 was published on 4 November 2009 and applies to annual periods beginning on 1
January 2011 or afterwards. The amendments include a simplification of the definition of associated entities and
the implementation of simplifications regarding the disclosure of transactions with entities owned by the State
Treasury.
The amendment to IFRS 24 will have no impact on the Group’s financial statements.
•
Amendments to IAS 32 Financial Instruments: presentation.
The amendment pertaining to the regulations related to classification of drawing rights denominated in a foreign
currency was published on 8 October 2009 and approved in the EU on 23 December 2009. Previously, the rights
such as the derivative instruments were presented in financial liabilities. After the amendment, following
satisfaction of specified conditions, they are to be captured as an equity component regardless of the currency in
which they are denominated. The amendment to IAS 32 applies to the annual statements beginning on 1
February 2010 or afterwards.
amended standard.
• Amendment to IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items
The amendment to IAS 39 was published on 31 July 2007 and applies for annual periods beginning on 1 July
2009 or afterwards. The amendment details eligibility principles and the conditions that must be met by a
financial item to be an eligible hedged item. The amendments clarify how the current key hedge accounting
principles should be applied in the situation when one-sided risk is specified (i.e. change in the value of cash
flows or fair value of the hedged item only below or only above a certain set level of a specified variable) and
inflation forming part of cash flows for a given financial instrument – as hedged items.
The Group will apply the amendment starting from 1 January 2010.
The amendment will have no impact on the Group’s consolidated financial statements.
•
Amendments to various standards resulting from the annual review of International Financial Reporting
Standards (2007-2009 Annual Improvements).
On 16 April 2009, further amendments to twelve standards were published, resulting from the annual review
carried out by the International Accounting Standards Board in August 2008, which were to clarify
inconsistencies and formulate the standards more clearly. They apply usually for the annual periods beginning 1
January 2010 or afterwards (depending on the standard).
The Group will apply the amended standards starting from the effective date of the amendments.
adopting the amended standards.
•
IFRIC 12 Service Concession Arrangements
IFRIC 12 was issued on 30 November 2006 and applies for annual periods beginning on 1 January 2008 or
afterwards. The interpretation contains guidelines for application of the existing standards by the entities
participating in service concession arrangements between the public and private sectors. IFRIC 12 applies to the
contracts, in which the principal controls the services that the operator will provide using the infrastructure, to
whom and at what price.
The Group will apply IFRIC 12 starting from 1 January 2010 – in accordance with the European Union
guidelines.
adopting this interpretation.
• Amendment to IFRIC 14 Prepayments of a Minimum Funding Requirement
The amendment was published on 26 November 2009 and applies for annual periods beginning on 1 January
2011 or afterwards. The amendment of the interpretation will apply in the situations when an entity is subject to
minimum funding requirements in connection with any existing employee benefit plans and prepays premiums to
satisfy those requirements.
The Group will apply the amendments to IFRIC 14 starting from 1 January 2011.
• IFRIC 15 Agreements for the Construction of Real Estate
IFRIC 15 was issued on 3 July 2008 and applies for annual periods beginning on 1 January 2009 or afterwards.
The interpretation applies to companies conducting real estate development activity. The interpretation provides
F-15
guidance on when and how to account for revenue on the sale of real estate and related sales costs when the
agreement between the developer and buyer is concluded before the construction is completed. It also contains
guidance on how to determine whether the agreement for the construction of real estate falls within the scope of
IAS 11 or IAS 18.
guidelines.
• IFRIC 16 Hedges of a Net Investment in a Foreign Operation
IFRIC 16 was issued on 3 July 2008 and applies for annual periods beginning on 1 October 2008 or afterwards.
The interpretation applies to entities that hedge the foreign currency risk arising from its net investments in
foreign operations and provides guidance when and how such a hedge can be applied.
guidelines.
The interpretation will have no impact on the Group’s consolidated financial statements.
• IFRIC 17 Distributions of Non-cash Assets to Owners
IFRIC 17 was issued on 27 November 2008 and applies for annual periods beginning on 1 July 2009 or
afterwards. The interpretation contains guidance on how to account for operations in which non-cash assets are
distributed to owners.
guidelines.
• IFRIC 18 Transfers of Assets from Customers
IFRIC 18 was issued on 29 January 2009 and applies to assets received in periods beginning on 1 July 2009 or
afterwards. The interpretation contains guidance on how to account for the assets received from a customer that
the entity must then use to provide the customer with access to a supply of utilities, such as a supply of
electricity, gas or water.
guidelines.
• IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
IFRIC 19 was issued on 26 November 2009 and applies for annual periods beginning on 1 July 2010 or
afterwards. The interpretation contains guidance on how to account for transactions in which financial liabilities
are extinguished using equity instruments.
The Group will apply IFRIC 19 starting from 1 January 2011.
IFRS as approved by the EU do not currently differ materially from the regulations adopted by the International
Accounting Standards Board (IASB), with the exception of the following standards, interpretations and their
amendments, which as at the date of approving the financial statements have not yet been adopted for
application:
•
•
•
•
•
•
•
•
Standards (2007-2009 Annual Improvements).
Amendments to IFRS 2 Share Based Payments
Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards published on
23 July 2009
Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards published on
28 January 2010
Amendment to IAS 24 Disclosures regarding affiliates
IFRS 9 Financial Instruments:
Amendment to IFRIC 14 Prepayments of a Minimum Funding Requirement
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
F-16
8.
Key accounting principles
8.1.
Consolidation rules
The consolidated financial statements include the financial statements of Trakcja Polska SA and the financial
statements of the subsidiaries drawn up as at every 31 December.
Subsidiaries are consolidated in the period from the date the Group took control over them and they cease to be
consolidated on the date the control ceases. If control over a subsidiary is lost, the consolidated financial
statements will reflect the results for the part of the year covered by the statements, in which the Group had such
control.
The financial statements of the subsidiaries are prepared for the same reporting period as the statements of the
parent entity, applying consistent accounting principles to similar transactions and economic events.
All of the Group’s subsidiaries, with the exception of Bahn Technik Sp. z o.o., keep their accounting ledgers in
accordance with the International Accounting Standards. Bahn Technik Sp. z o.o. keeps its accounting ledgers in
accordance with the accounting principles set forth in the Accountancy Act of 29 September 1994 (“Act”), as later
amended, and regulations issued on its basis (“Polish accounting standards”, “PAS”). The associated entity Eco
Wind Construction S.A. also keeps its accounting ledgers in accordance with the provisions of the Accountancy
Act of 29 September 1994.
All of the balances and transactions between Group entities, including unrealized profits resulting from intraGroup transactions, have been ignored in full. Unrealized losses are ignored, unless they are a proof of
impairment.
Minority interest is the part of the financial result and net assets, which is not attributable to the Group. Minority
interest is presented in a separate item of the consolidated profit and loss account, in the consolidated statement
of comprehensive income and in equity of the consolidated balance sheet, separately from the equity attributable
to the parent company's shareholders. If minority interest is purchased then the difference between the purchase
price and the book value of the purchased net assets share is carried as goodwill.
8.2.
Conversion of items denominated in foreign currency
Transactions denominated in currencies other than the Polish zloty are converted into Polish zloty using the
exchange rate in force on the transaction execution date.
As at the balance sheet date, pecuniary assets and liabilities denominated in currencies other than the Polish
zloty are converted into Polish zloty using the appropriate average exchange rate set for the currency by the
National Bank of Poland. The FX gains and losses resulting from this conversion are appropriately captured in
the line item entitled financial income (costs).
Non-pecuniary assets and liabilities carried at historic cost expressed in a foreign currency are shown at the
historic rate on the transaction date. Non-pecuniary assets and liabilities carried at fair value expressed in a
foreign currency are converted at the exchange rate on the revaluation date to fair value.
The following exchange rates were adopted for the needs of the balance sheet valuation:
Currency
31.12.2009
31.12.2008
Euro
4.1082
4.1724
The functional currency of foreign companies is the Euro. As at the balance sheet date, the financial statements
of those entities are converted into the Polish currency as follows:
the relevant balance sheet items – at the average rate set by the National Bank of Poland as at the
balance sheet date,
the relevant items of the profit and loss account – at the FX rate being the arithmetic mean of the
average FX rates set by the National Bank of Poland on dates ending each financial month.
FX differences resulting from such a conversion are posted directly to equity. When a foreign entity is sold, the
accumulated deferred FX differences posted to equity, referring to the foreign entity, are posted to the profit and
loss account.
8.3.
8.3.1.
Fixed assets
Fixed assets are carried at purchase price or manufacturing cost minus accumulated depreciation and any
impairment charges. The initial value of fixed assets includes their purchase price plus all the costs directly
related to the purchase and adjustment of the asset to the condition necessary for its use. The cost also includes
the costs of replacing parts of machinery and equipment when incurred, if the recognition criteria are met. The
costs incurred after the fixed asset is released for use, such as maintenance and repair costs, are charged to the
profit and loss account when incurred.
The book value of a fixed asset incorporates the cost of regular and material inspections which are necessary to
prevent defects and whose value differs significantly in individual reporting periods. The value of the inspections
F-17
is depreciated in the period until the next inspection or until the end of the usage period of the fixed asset,
whichever comes earlier. Any remaining balance of the previous inspection’s value is removed from the fixed
asset’s book value.
Fixed assets (save for own land not used to extract minerals using the strip mining method) are depreciated
using the straight-line method in the period of expected economic utility. The period of expected economic utility
of each asset is determined on the date the asset is accepted for usage. Fixed assets used pursuant to a
leasing, lease, rent etc. contract where the user makes the depreciation charges, are depreciated in the period of
expected economic utility or in the period for which the contract was concluded, whichever is shorter.
Fixed assets which are not commissioned for usage directly but which require prior installation, adaptation, other
additional work or outlays are classified as fixed assets under construction until they are commissioned for
usage.
Fixed assets which are not used, withdrawn from usage, designated for liquidation or sale are carried at the
amount no higher than their achievable net sale price.
Fixed assets are depreciated using the straight-line method. The depreciation rates used correspond to the
period of economic utility of the fixed assets.
Economic utility periods of fixed assets adopted in the Group are as follows:
- computers
3 years,
- tools and devices
5 years,
- ground containers
22 years,
- boilers, ovens
14 to 25 years,
- metal treatment machines
5 to 14 years,
- compression units
10 to 20 years,
- power generating equipment
10 years,
- means of transportation
7 years,
- heavy construction machinery
5 to 16 years,
- small equipment and machines
7 years,
- specialized railway cars
14 to 20 years,
- storage, workshop and residential railway cars
14 to 20 years,
- storage and residential containers
5 to 25 years,
- passenger cars and vans (up to 3.5 t)
5 to 7 years,
- cargo trucks (over 3.5 t)
5 to 10 years,
- office and social facilities
10 to 20 years.
The final value, usage period and depreciation method of the asset components are verified every year and if
necessary – adjusted if the adjustment occurs from the beginning of the next financial year.
A given tangible non-current asset may be removed from the balance sheet after it is sold or when no economic
benefits are expected from further usage of such asset. All the profits or losses resulting from removing a given
asset component from the balance sheet (calculated as a difference between the possible net sale price and the
book value of the given item) are posted to the profit and loss account in the period when such removal took
place.
8.3.2.
Fixed assets under construction
Fixed assets under construction are carried at the total cost directly associated with their purchase or
manufacture. Such costs also include net financing costs related to repayment and security of the liabilities
financing the fixed assets under construction incurred (paid or accrued) until the date they are commissioned for
use.
Fixed assets under construction which are discontinued, designated for liquidation or sale are carried at the
amount no higher than their achievable net sale price.
Fixed assets under construction are not depreciated until their construction is completed and they are
commissioned for usage.
Each time when a repair is performed, the cost of repair is incorporated in the book value of tangible non-current
assets if the recognition criteria are satisfied.
8.3.3.
Perpetual usufruct right to land
The Group has the right of perpetual usufruct to land obtained free of charge based on an administrative
decision. The right is presented in the balance sheet in the “Tangible non-current assets” item as land. In
accordance with IFRS 1, as at the IAS adoption date, this right was appraised at the amount resulting from the
most recent administrative decision received, which formed grounds for setting an annual fee. Permanent
usufruct right to land is not depreciated.
8.4.
Leasing
Financial leasing agreements, which transfer to the Group essentially the whole risk and all the benefits derived
from possession of the leased item, are recognized in the balance sheet as at the leasing commencement date,
at the lower of: fair value of the fixed asset representing the leased item or present value of minimum leasing
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fees. Leasing fees are allocated to financial expenses and to the reduction of principal lease debt balance in the
manner that facilitates a fixed interest rate be calculated on the outstanding liability. Financial expenses are
posted directly to the profit and loss account.
Fixed assets used pursuant to financial lease agreements are depreciated during the shorter of: the expected
usage period of the fixed asset or the lease period.
Lease contracts, according to which the lessor keeps essentially the whole risk and all the benefits derived from
possession of the leased item are classified as operating lease contracts. Leasing fees under operating leasing
contracts and the subsequent leasing installments are recognized as expenses in the profit and loss account
using the straight-line method throughout the leasing period.
8.5.
Impairment of non-financial assets
As at each balance sheet date the Group determines whether there are any prerequisites indicating impairment
of any asset. If it is identified that there are such prerequisites or if it is necessary to carry out an annual
impairment verification test, the Group estimates the recoverable value of the asset.
The recoverable value of an asset corresponds to the fair value of that asset or the cash generating unit, minus
cost of sales or usable value, whichever is higher. Such value is determined for individual assets, unless the
asset does not by itself generate any cash proceeds, which are mostly independent from those generated by
other assets or asset groups. If the book value of an asset is greater than its recoverable value, impairment
occurs and the value is written off to match the calculated recoverable value. When estimating the usable value,
the forecast cash flows are discounted to their present value using the discount rate before the effects of taxation
are taken into account, which reflects the current market estimation of time value of money and risk typical for a
given asset. Impairment charges to assets used in the continuing activity are carried in those cost categories,
which correspond to the function of the impaired asset.
On each balance sheet date, the Group estimates whether there are any prerequisites indicating that the
impairment charge applied in previous periods to such asset is redundant or whether it should be decreased. If
there are such prerequisites the Group estimates the recoverable value of the asset. The previous impairment
charge is reversed only and exclusively when the estimated values used to determine the recoverable value of
the asset changed since the last impairment charge was made. In such a case, the book value of the asset is
increased to its recoverable value. The increased amount may not exceed the book value of the asset which
would be determined (after deducting depreciation) if the impairment charge had not been applied at all to such
asset in previous years. Reversal of the impairment charge of an asset is recognized immediately as income in
the profit and loss account, unless the asset is carried at its revalued amount, in which case the reversal of the
impairment charge is treated as the increase of the revaluation reserve. After the impairment charge is reversed,
the depreciation charge of the asset is adjusted in the following periods in a way that would allow, during the
remaining usage period of that asset, making regular write-offs of its adjusted book value minus its final value.
8.6.
Cost of external funding
The costs of external funding pertaining to purchase, construction or production of an asset are capitalized by the
Group as part of the cost of the asset according to IRS 23. All other costs of external funding are recognized at
the time when they are incurred.
8.7.
Investment property
Investment real property is initially recognized at its acquisition price including transaction costs.
Investment property is removed from the balance sheet when it is sold or when the specific investment property
is withdrawn from use and no further benefits from its sale are expected. All the benefits or losses resulting from
the removal of the investment property from the profit and loss account are recognized in the profit and loss
account of the period when it is removed.
8.8.
Intangible assets
Intangible assets acquired in a separate transaction are recognized in the balance sheet at their acquisition
price. Intangible assets acquired in a transaction of acquiring a business entity are recognized in the balance
sheet at their fair value as at the date of acquisition. After the initial capture, intangible assets are carried at
purchase price or production cost, minus accumulated depreciation and impairment charges.
Outlays incurred for intangible assets developed in-house, with the exception of the outlays incurred for
development work, are not converted into assets and are captured in the cost of the period in which they were
incurred.
Intangible assets with a limited usage period are amortized throughout the usage period and subjected to
impairment tests each time when there are prerequisites indicating their impairment. The amortization period and
method of intangible assets with a limited usage period must be reviewed at least at the end of each financial
year. Any changes in the expected usage period or in the expected manner of consuming economic benefits
from the asset are captured by changing the amortization period or method accordingly and treated as changes
to estimated values. The amortization charge of intangible assets with a limited usage period is captured in the
profit and loss account, charged to the category corresponding to the function of the intangible asset.
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Intangible assets with an unspecified usage period and those which are not used are verified for impairment
annually at the level of individual assets or cash generating units.
8.8.1.
Costs of research and development work
The costs of research and development work are charged to the profit and loss account when they are incurred.
Outlays incurred for development work performed within a given project are carried forward to the next period if
they are deemed to be recovered in the future. After the outlays for development work are initially captured, the
historic cost model is used which requires that the assets be carried at purchase prices minus accumulated
depreciation and accumulated impairment charges. All the outlays carried forward to the next period are
depreciated for the expected period of generating revenues on sales on account of the project.
The cost of development work is tested for impairment annually if the asset has not yet been commissioned for
usage, or more frequently when a symptom of impairment is found during the reporting period, indicated that the
book value may be impossible to recover.
As at each balance sheet date the costs of development works which have not been completed are presented in
intangible assets as a separate line item “Intangible assets under construction”.
A summary of the Group’s principles applied to intangible assets is as follows:
Costs of development
work
Software
3 years
2 years
Straight-line method
Purchased
Developed in-house
Purchased
Annual evaluation whether
or not impairment
prerequisites have
occurred.
Annual evaluation whether
or not impairment
prerequisites have occurred.
Annual evaluation
whether or not
impairment prerequisites
have occurred.
Patents and licenses
Useful lives
Depreciation method used
Developed in-house or
purchased
Impairment test
For patents and licenses
used pursuant to fixed
term contracts, that term is
adopted, taking into
account the additional
period for which the usage
may be extended.
Gains or losses resulting from removing intangible assets from the balance sheet are carried at the difference
between net sales proceeds and the book value of the given asset and captured in the profit and loss account
upon their removal from the balance sheet.
8.8.2.
Goodwill
Goodwill on account of acquisition of a business entity is initially carried at purchase price constituting the
surplus of the costs of merging the business entities over the share of the acquiring entity in the net fair value of
identifiable assets, liabilities and contingent liabilities. After initial capture, goodwill is recognized at purchase
price minus all the accumulated impairment charges. The impairment test is carried out once a year, or more
frequently if necessary. Goodwill is not amortized.
As at the date of acquisition, the acquired goodwill is allocated to each of the cash generating units which may
benefit from merger synergies. Each center or complex of centers to which the goodwill has been allocated
should:
correspond to the lowest level in the Group at which the goodwill is monitored for internal management
needs, and
not be larger than one business segment, according to the definition of the Group's segment
determined on the basis IFRS 8 Operating segments.
Impairment is determined by estimating the recoverable value of the cash generating unit to which the given
goodwill has been allocated. If the recoverable value of the cash generating unit is lower than its book value, an
impairment charge is made. If goodwill constitutes part of the cash generating unit and part of the business within
that center is sold then, for the purpose of determining gains or losses on the sale of such business, the goodwill
linked to the business sold is included in its book value. In such circumstances, the goodwill sold is calculated
based on the relative value of the business sold and the value of the retained part of the cash generating unit.
8.9.
Financial instruments
Financial assets are divided into the following categories:
financial assets held to maturity,
financial assets carried at fair value through profit or loss,
loans and receivables,
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financial assets available for sale.
Financial liabilities are divided into:
• financial liabilities carried at fair value through profit or loss,
• financial liabilities carried at amortized cost.
Financial assets held to maturity include investments with specified or determinable payments and a set maturity
date, which the Group intends and can hold until such time, except for the Group’s own loans and receivables.
Financial assets held to maturity are carried at depreciated cost using the effective interest rate. Financial assets
held to maturity are classified as non-current assets if their maturity exceeds 12 months from the balance sheet
date.
Financial assets purchased to generate profit thanks to short-term price fluctuations are classified as financial
assets carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are
carried at fair value, taking into account their market value as at the balance sheet date. Changes of the fair
value of such financial assets are reflected in financial income or costs, except for changes of the value of FX
future contracts. Financial assets carried at fair value through profit or loss are recognized as current assets if
the Management Board intends to realize them within 12 months from the balance sheet date.
Loans and receivables include financial assets with determined or determinable payments, not listed on an active
market, which are not classified as derivative instruments. Loans granted are carried at amortized cost. They are
included in current assets unless their maturity exceeds 12 months from the balance sheet date. Loans and
receivables with maturities exceeding 12 months from the balance sheet date are classified as non-current
assets.
All the other financial assets are financial assets available for sale. Financial assets available for sale are carried
at fair value, without deducting transactions costs, taking into account the market value as at the balance sheet
date. If there are no stock exchange listings on the active market and it is not possible to determine their fair
value in a reliable manner using alternative methods, financial assets available for sale are captured at the
purchase price adjusted for the impairment charge, if they were carried at historical values.
Positive and negative difference between the fair value and the purchase price, after deducting deferred tax, of
assets available for sale, if there is a market price determined on an active regulated market or whose fair value
can be determined in a different way, are reflected in the revaluation reserve. Depreciation of assets available for
sale caused by their impairment is carried through the profit and loss account as a financial cost.
Derivative instruments which are not classified as hedging instruments, are classified as financial assets or
liabilities carried at fair value through profit or loss and are carried at fair value with the effects of the valuation
reflected in the profit and loss account.
The Group concludes agreements with investors, subcontractors and suppliers denominated in foreign
currencies whose terms and conditions satisfy the criteria of embedded derivative instruments. Because the
Group’s agreements which are not financial instruments are denominated in currencies in which agreements for
delivery of specified goods or services are generally concluded in the domestic market, the Group does not value
the embedded financial instruments separately from the principal agreement.
A financial asset is shown in the balance sheet when the Group becomes a party to the agreement (contract)
from which this asset derives.
A financial asset is removed from the balance sheet if the Group loses control over the contractual rights
constituting a given financial instrument. Normally this happens when the instrument is sold or when all the cash
flows ascribed to a given instrument are transferred to an independent third party.
A purchase and sale of financial assets are recognized as at the date of the transaction. Upon the initial capture,
they are recognized at the purchase price, that is at fair value including transaction costs.
Impairment of financial assets
As at every balance sheet date, the Group evaluates whether there exist objective prerequisites indicating
impairment of a financial asset or a group of financial assets.
Financial liabilities
At the moment of their initial capture, financial assets available for sale are measured at fair value. The initial
valuation includes transaction costs, with the exception of financial liabilities classified as carried at fair value
through profit or loss. The transaction costs of selling a financial liability are not included in the subsequent
valuation of those liabilities. A financial liability is presented in the balance sheet when the Company becomes a
party to the agreement (contract) from which this financial liability derives.
Financial liabilities carried at fair value through profit or loss
This category includes two groups of liabilities: financial liabilities held for trading and financial liabilities elected
upon their initial capture as ones carried at fair value through profit or loss. Financial liabilities held for trading
include liabilities which have been incurred primarily for sale or repurchase in the near future, or are part of a
portfolio of specified financial instruments which are managed jointly and for which generation of short-term
profits can be confirmed, or which constitute derivative instruments.
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In the Group, financial liabilities carried at fair value through the financial result include primarily derivative
instruments (the Group does not use hedge accounting) with a negative fair value. Liabilities classified as
financial liabilities carried at fair value are carried as at each reporting day at fair value and all profits or losses
are included in operating income. Derivative instruments are valued at fair value as at the balance sheet date
and at the end of each reporting period based on the valuations carried out by the banks realizing the
transactions. The fair value of debt instruments consists of the future cash flows discounted with the current
market interest rate for similar instruments.
Financial liabilities carried at amortized cost
Other financial liabilities not classified as financial liabilities at fair value through profit or loss are classified as
financial liabilities carried at amortized cost. In this category, the Group includes mainly trade liabilities, credit and
loans taken and financial leasing liabilities. Liabilities included in this category are recognized at depreciated cost
using the effective interest rate.
8.10.
Investment in the jointly controlled entity
The Group has a share in a jointly controlled entity, in which according to the concluded agreement,
shareholders have established joint control over its business activity. The Group recognizes its share in the
jointly controlled entity using the proportional consolidation method. The Group combines its interest in assets,
liabilities, revenues and costs of the jointly controlled entity with the similar items in its consolidated financial
statements. The financial statements of the jointly controlled entity are drawn up as at the same balance sheet
date as the parent company's financial statements. Adjustments, if any, are to eliminate the differences in the
applied accounting policies.
In order to eliminate the Group's share in unrealized profits and losses resulting from transactions effected
between the Group and the jointly controlled entity, relevant consolidation adjustments are made. Any losses on
transactions are recognized immediately if they indicate a reduction of net sales price of the current assets or
impairment. The Group will cease to apply the proportional consolidation method when it ceases to exercise the
joint control over the jointly controlled entity.
8.11.
Investment in the associated entity
The Group recognizes the investment in the affiliated company using the equity method. The associated entity is
a business unit on which the Group has significant influence.
According to the equity method, the investment in the associated entity is initially captured at its purchase price,
which is then adjusted by changes of the Group's share in the associated entity's net assets. The goodwill of the
associated entity is included in the investment's book value. It is not amortized and is not subject to any separate
impairment tests. The profit and loss account reflects the Group's share in the financial result of the associated
entity. In case of any change captured directly in the associated entity's equity, the Group recognizes its share in
those changes and captures it, if applicable, in the statement of comprehensive income. Unrealized profits and
losses resulting from transactions between the Group and associated entities are eliminated to the extent of the
Group's interest in the associated entity.
The share in profits of associated entities is posted in the profit and loss account. This profit is available for
distributions to shareholders of the associated entity; therefore, it is profit after taxation and deduction of minority
interest in subsidiaries of the associated entities.
The associated entity and the Group prepare their financial statements as at the same balance sheet date. In
order to unify the applied accounting principles, the financial data of the associated entity are adjusted before
being included in the Group's consolidated financial statements.
After the equity method is applied, the Group determines whether or not it is necessary to include an additional
charge for impairment of the Group's investment in associated entities. As at every balance sheet date, the
Group evaluates whether there exist objective prerequisites indicating impairment of its investment in the
associated entity. If there are such prerequisites then the Group calculates the amount of the impairment charge
as the difference between the recoverable value of the associated entity and its book value and captures it in the
profit and loss account.
8.12.
Derivative instruments used by the Group to hedge against foreign exchange risk are primarily forward FX
contracts. Such financial derivatives are measured at fair value. Derivative instruments are recognized as
financial assets when their value is positive and as financial liabilities when they are negative.
Profits and losses on account of changes in the fair value of derivative instruments which do not satisfy the
conditions for applying special hedge accounting rules, are posted directly in the profit and loss account.
Fair value of FX forward contracts is determined by reference to the current forward rates applicable to contracts
with similar maturities.
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8.13.
Inventory
Inventories are carried at purchase price or manufacturing costs not higher than their net sales prices obtainable
as at the balance sheet date.
The following costs are not included as manufacturing costs:
resulting from unused production capacity and production losses,
costs of warehousing unless these costs had to be incurred in the production process,
margin on internal turnover (margin on services provided by auxiliary business in favor of core business
and margin on internal sales between different core business areas), which is eliminated in connection
with the costs of internal turnover,
overhead costs and costs of sales, marketing and distribution.
Consumption of inventories is measured at the price (cost) of such assets which the entity purchased
(manufactured) first – using the FIFO method (“first in first out”).
Revaluation charges for inventories resulting from impairment or caused by valuation bringing their value to the
obtainable net sale prices reduce the value of the item in the balance sheet and are included in the cost of goods
sold. Those are specific charges linked to the specific inventory items
Irrespective of the specific charges mentioned above, general revaluation charges are created as at every
balance sheet date pertaining to all the lingering inventories according to the following scheme:
Inventory linger period
% charge
above 1 year
100%
The general charges also reduce the value of inventories in the balance sheet and are included in the cost of
goods sold.
A reversal of inventory revaluation charges is recognized as a decrease of the cost of goods sold.
The obtainable sale price is the estimated sale price in the regular course of business activity, minus finishing
cost and the estimated costs necessary to effect the sale.
8.14.
Trade receivables which normally mature after 30 days, are carried and shown at original invoice amounts,
taking into consideration the revaluation charge for uncollectible receivables. If the impact of the time value of
money is material, the value of the receivable is determined by discounting forecast future cash flows to the
present value, using the discount rate reflecting the current market assessment of the time value of money. If the
discounting method has been applied, an increase in the value of receivables due to elapse of time is presented
as financial income.
For receivables at risk, disputed, pursued by litigation, collected or doubtful for any other reason, specific
charges are made which to restate fully the value of receivables minus the fair value of reliable security interests
held. A revaluation charge of doubtful receivables is estimated when collection of the full amount due is no longer
probable. In particular, it is assumed that such receivables are those which are more than 180 days overdue.
Uncollectible receivables are written down to cost when their uncollectibility is determined. Revaluation charges
reduce the value of the receivables in the balance sheet and are included in operating costs or financial costs,
respectively, depending on the type of receivables subject to the charge.
8.15.
Cash and short-term deposits shown in the balance sheet comprise cash at bank and cash in hand and shortterm deposits with the original maturity up to three months.
The balance of cash and cash equivalents shown in the cash flow account comprises the aforementioned cash
and cash equivalents minus outstanding current account overdrafts.
8.16.
Equity
Equity is captured in the accounting ledgers broken down by type and according to the principles prescribed by
the provisions of law and the provisions of the articles of association of the parent company and subsidiaries.
Share capital is captured at nominal value in the amount consistent with the parent company’s articles of
association and the entry in the commercial register.
Capital contributions declared but not paid in are posted as contributions due to equity. Treasury shares and due
contributions to share capital reduce the value of the Group’s equity.
Reserve capital is created in accordance with provisions of the commercial law which requires that at least 8% of
the profit earned in the given financial year is to be transferred to reserve capital until it reaches at least one third
of share capital.
The share premium account is established from the issue price surplus over the nominal value of shares.
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Share issue costs incurred upon incorporation of a joint stock company or increase of the share capital, decrease
the share premium account to the surplus of the share value over the nominal value of the shares and the
remaining part is presented by the Group in the “Retained earnings” line item.
8.17.
Interest-bearing bank credits, loans and debt securities
Upon initial capture, all the bank credits, loans and debt securities are recognized at their purchase price
corresponding to the fair value of cash received, minus the costs of obtaining the award of the credit or loan.
After the initial capture, interest-bearing credits, loans and debt securities and financial leasing liabilities are then
measured at their amortized cost using the effective interest rate method.
When calculating amortized cost, the cost of obtaining the award of the credit or loan must be taken into account,
as well as discounts and premiums obtained when the liability is settled.
Profits and losses are shown in the profit and loss account upon removing the liability from the balance sheet.
8.18.
Short-term trade liabilities are carried at the amount of required payment. Financial liabilities, which are not
financial instruments carried at fair value through profit or loss are recognized at their amortized cost using the
effective interest rate method.
Financial assets carried at fair value through profit or loss are measured as at the balance sheet date at their
amortized cost (i.e. discounted using the effective interest rate). In the case of short-term liabilities with a
payment term up to 365 days the valuation corresponds to the amount of the required payment.
8.19.
Reserves
Reserves are established when an existing obligation (legal or customarily expected) is imposed upon the
Group, resulting from prior events and when it is probable that the fulfillment of this duty will make it necessary
for there to be an outflow of economic benefits and that the amount of this liability may be estimated credibly. If
the Group expects the cost covered by the reserve to be reimbursed, for example by virtue of an insurance
agreement then such reimbursement is captured as a separate asset component, but only when it is virtually
certain that such reimbursement will actually take place. The costs linked to the reserve are posted in the profit
and loss account, net of any reimbursements.
If the impact of the time value of money is significant then the reserve amount is set by discounting the forecast
future cash flows to their present value, using the gross discounting rate reflecting the current market estimations
of the time value of money and the possible risk associated with the obligation. If a discounting-based method
was used, an increase of the reserve associated with passage of time is recognized as financial expenses.
8.20.
Retirement severance pays and jubilee awards
Under company remuneration systems, employees of Group companies are entitled to jubilee awards and to
retirement severance pays. Jubilee awards are paid to employees upon reaching a specified number of years in
employment. Retirement severance pays are paid once, upon retirement. The amount of retirement severance
pays and jubilee awards is linked to the length of employment record and regular salary paid to the employee.
The group makes provisions for future liabilities for retirement pays and jubilee awards, in order to allocate costs
to the periods to which they refer. According to IAS 19, jubilee awards are “other long-term employee benefits”,
while retirement pays are classified as “defined benefit programs” after the employment period. The current value
of such liabilities as at the balance sheet date is estimated using the generally accepted actuarial methods. The
calculated liabilities are equal to discounted payments to be made in the future, taking into account employee
turnover, and refer to the period up to the balance sheet date. Demographic data and information about the
employee turnover rate are based on historic data. Gains and losses indicated by the actuarial calculations are
reflected in the profit and loss account.
The provisions set aside for jubilee awards, retirement severance pays and other similar employee benefits of
short-term and long-term nature, are charged to other operating expenses, while any release of the reserves is
posted to other operating income.
8.21.
Prepayments and accruals include in particular:
- prepaid rent,
- insurance,
- subscriptions,
- prepaid third party services to be provided in the future periods.
Prepaid costs are written off in line with passage of time or amount of benefits received. The time and manner of
settlement is justified by the nature of settled cost, in keeping with the conservative valuation principle.
In the case of accrued costs of future reporting periods which are not due to be settled in the next 12 months
following the balance sheet date, such costs are represented as a separate balance sheet item, that is long-term
settlements of accrued costs.
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8.22.
Revenues
Revenues are recognized at the amount to which it is probable that the Group will obtain economic benefits from
a given transaction, which may be priced credibly.
Revenues are recognized net of goods and services tax (VAT) and discounts. The criteria presented below apply
also to the posting of revenues.
Accounted in operating income is the amount resulting from valuation and realization of foreign exchange
transactions which hedge long-term construction contracts concluded in foreign currencies.
The Group recognizes revenues on sales according to provisions in articles of association of its companies.
The Group performs construction work on the basis of contracts concluded by the Consortium, which it is a part
of. The contracts concluded include clauses noting the leading and unlimited role of the Group as the Consortium
leader. Accordingly, the Group recognizes all the revenues due from the Principal.
8.22.1. Sales of merchandise and products
Revenues are recognized when the significant risk and benefits stemming from ownership title of merchandise
and products have been surrendered to the buyer and when the amount of revenues may be priced credibly.
8.22.2. Provision of services
Revenues from an unfinished long-term service performed to a significant extent by the balance sheet date are
measured as at the balance sheet date in proportion to the progress in the performance, which may be priced
credibly. The progress of performance is measured by the share of costs incurred from the date of contract
conclusion to the date of determination of income in estimated total cost of performing the service, or the
percentage of work expenditure incurred out of the total number of work expenditures.
The progress of work determined in the foregoing manner is used to calculate the value of sales compared to the
value of contracted revenues. The difference between so determined (accrued) value of sales and the value
invoiced to service recipients is posted under the prepayments, accruals and deferred income item in the
balance sheet, on the assets side if the difference is positive, or on the liabilities side if the difference is negative.
When the progress level of an unfinished service cannot be credibly determined for the balance sheet date, then
revenues are determined in the amount of costs incurred in given reporting period, but in no case higher than the
costs which are highly probable to be covered by the buyer in the future.
When it is probable that the total costs of performing the contract will exceed the total contracted revenues, the
projected loss is accounted as cost of the period in which it is disclosed.
The cost of generating an unfinished service includes the costs incurred from the date of concluding a contract to
the balance sheet date. The production costs incurred prior to conclusion of the contract, but related to its
performance, are posted as assets when it is probable that these costs would be covered in the future by
revenues from the buyer. They are then accounted as costs of rendering an unfinished construction service.
Revenues on sales of construction and installation services also cover the amounts resulting from valuation of
foreign exchange transactions hedging long-term construction contracts concluded in foreign currencies.
8.22.3. Interest
Interest income is recognized gradually as it accrues (taking the effective interest rate method into account) in
relation to the net book value of the given financial asset.
8.22.4. Dividends
Dividends are recognized when the entitlements of share or stock holders to receive such are determined.
8.22.5. Development activity
The “Production in progress” item includes the costs incurred during the execution of the investment task, directly
related to this investment, including also: interest cost, loan commission, fee for perpetual usufruct right of land
and other.
Advances paid by clients for the purchase of apartments are shown in the liabilities item "advances collected
towards apartments" The land on which investment is developed is shown in the “Semi-finished products and
production in progress” item in assets. These items are settled after the investment is completed, commissioned
for use and after the ownership title is transferred to the client (by a notary deed). Advances from clients are
transferred to the profit and loss account, to “Revenues on sales”. Capitalized costs in the “Production in
progress” item are transferred to the profit and loss account, item “Cost of goods sold”.
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8.23.
Taxes
8.23.1. Current tax
Current tax liabilities and receivables for the current and past periods are posted at the amounts of expected
payments to (refunds from) tax authorities, applying the tax rates and fiscal regulations applicable by statute or in
fact as at the balance sheet date.
8.23.2. Deferred tax
Deferred tax is calculated by the method of balance sheet liabilities in relation to all temporary differences as at
the balance sheet date between the tax value of assets and liabilities and their book value shown in the
consolidated financial statements.
Deferred tax reserve is posted in relation to all positive temporary differences:
with the exception of situations when the deferred tax reserve is established to reflect the initial posting
of goodwill or initial posting of an asset or liability in a transaction which is not a business combination
and which, at the moment of its conclusion, has no impact on either the gross financial result, or on
taxable income / tax loss; and
in the case of temporary gains resulting from investments in subsidiary or associated entities and
interests in joint ventures, with the exception of situations, when temporary difference reversal dates are
being controlled by the investor and when it is probable that the temporary differences will not be
reversed in the foreseeable future.
A deferred income tax asset is posted with reference to all negative temporary differences and unused tax assets
and unused tax losses carried forward to subsequent years, at the amount of the probable taxable income, which
will make it possible to utilize the above differences, assets and losses:
with the exception of situations when the deferred tax assets referring to negative temporary differences
are created to reflect the initial posting of an asset or liability in a transaction which is not a business
combination and which, at the moment of its conclusion, has no impact on either the gross financial
result, or on taxable income / tax loss; and
in the case of negative temporary differences on account of investments in subsidiaries or affiliates and
ownership interest in joint ventures, the deferred income tax asset component is recorded in the
balance sheet at the amount, for which it is probable that in the foreseeable future those temporary
differences will be reversed and a taxable income will be achieved that will make it possible to deduct
negative temporary differences.
The book value of the deferred tax asset is verified on each balance sheet date and is gradually reduced by the
amount, by which the achievement of taxable income sufficient for the deferred income tax asset is partially or
fully realized.
Deferred income tax assets and deferred tax reserve are valued using the tax rates which are expected to apply
at the time when the asset component will be used or the reserve dissolved, using as the basis the tax rates (and
tax regulations) binding on the balance sheet date or those, which as at the balance sheet date are certain to
apply in the future.
Income tax relating to items reflected directly in own equity is accounted in own equity, and not in the profit and
loss account.
The Group offsets deferred income tax assets with deferred income tax reserves only when it has an enforceable
legal title to offset the receivables with current tax reserves, and the deferred income tax relates to the same
taxpayer and the same tax office.
8.23.3. Goods and services tax (VAT)
Revenues, costs, assets and liabilities are recognized net of the value of goods and services tax (VAT), with the
exception of situations, where:
- the goods and services tax paid upon the purchase of assets or services cannot be reclaimed from tax
authorities, then it is recognized accordingly as part of the asset purchase price or part of a cost item; and
- receivables and liabilities are recognized inclusive of the goods and services tax.
The net amount of the goods and services tax reclaimable from or due to be paid to tax authorities has been
posted in the balance sheet as an element of receivables or liabilities.
8.24.
Earnings per share
Earnings per share for each period are calculated by dividing the net profit allocated to shareholders of the
dominant entity for the given period by the weighted average number of shares in the given reporting period.
Diluted earnings per share for each period are calculated by dividing the net profit allocated to shareholders of
the parent company for the given period by the sum of weighted average number of ordinary shares in the given
reporting period and all potential shares under new issues.
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8.25.
Effect of applying new accounting standards and changes in accounting policies
The Group drew up its first consolidated financial statements according to the International Financial Reporting
Standards (IFRS), i.e. containing an unconditional representation on compliance with IFRS for the financial year
ended 31 December 2006 and containing comparative data for 2004 and 2005. The date of the Group’s first-time
adoption of IFRS was 1 January 2004.
The adjustments that the Group had to make for the first-time full adoption of IFRS and their impact on the
financial result and equity of the comparative periods are presented in the historic consolidated financial
information for the years ended 31 December 2006, 31 December 2005 and 31 December 2004 published in the
parent company’s issue prospectus, prepared in connection with its initial public offering (“Prospectus”).
The accounting rules (policy) used to draw up these consolidated financial statements for the year 2009 are
consistent with those used to draw up the consolidated financial statements for the financial year ended 31
December 2008, except for the changes described below. The same principles were used for the current period
and for the comparative period, unless the standard and the interpretation assume prospective application only.
Changes resulting from IFRS amendments
The following new or amended standards and interpretations issued by the International Accounting Standards
Board or the International Financial Reporting Interpretations Committee were applied for the first time in these
consolidated financial statements:
•
IFRS 8 Operating Segments
•
Amendments to IFRS 7 Enhancing Financial Instruments Disclosures
•
Amended IAS 1 Presentation of Financial Statements
•
Amendments to IFRS 1 First-time adoption of International Financial Reporting Standards and IAS 27
Consolidated Financial Statements and Accounting for Investments in Subsidiaries – Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or Associate
•
Amendment to IFRS 2 Share Based Payments
•
Amendment to IAS 23 Cost of external funding
•
Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial
Statements – Puttable Financial Instruments and Obligations Arising on Liquidation
•
Standards.
•
IFRIC 13 Interpretation Customer Loyalty Programmes
•
IFRIC 14 Interpretation IAS 19 – The Limit on a Defined Benefit Asset Minimum Funding Requirements
and their Interaction
•
Amendment to IFRIC 9 and IAS 39 Embedded derivatives
•
Amendments to IAS 39 Financial Instruments: Recognition and Measurement and to IFRS 7 Financial
Instruments: Disclosure (update)
Their application did not impact the Group’s operating performance and financial standing; it only resulted in
changes to the applied accounting principles or possibly expansion of the scope of the necessary disclosures.
The key consequences of applying the new regulations:
• IFRS 8 Operating Segments
IFRS 8 replaces IAS 14 Segment reporting. The standard requires disclosure of information on the Group's
operating segments and replaces the requirement to identify the Group's reporting segments as main (industry)
segments and supplementary (geographic) segments. The standard sets new requirements for disclosures about
operating segments and information on products and services, geographic territories in which operations are
conducted and key customers. IFRS 8 requires an entity to adopt the ‘management approach’ to reporting on the
financial performance of its operating segments.
Application of IFRS 8 has allowed the Group to identify its operating segments. Details are presented in Note 10.
• Amendments to IFRS 7 Enhancing Financial Instruments Disclosures
Amendments to IFRS 7 were published on 5 March 2009 and apply for annual periods beginning on 1 January
2009 or afterwards. The amendments establish a three-level hierarchy for the purpose of fair value analysis and
disclosures for each class of financial assets and liabilities and a requirement to provide additional disclosures
regarding the relative reliability of fair value measurements. Moreover, the amendments clarify and expand the
previously existing disclosure requirements for liquidity risk.
Application of the amended standard by the Group was related to disclosure of the fair value of financial
instruments with a breakdown defining the principles of its calculation.
•
Amended IAS 1 Presentation of Financial Statements
The standard introduces differentiation between such changes in equity that result from transactions with owners
and other changes that result from other transactions. Accordingly, the statement of changes in equity contains
only details of the transactions with owners, while all the other changes in equity are presented in one line. The
F-27
standard additionally introduces the statement of comprehensive income, which covers all the income and cost
items recognized in the profit or loss and all other items of recognized income and cost, while it is possible to
present all those items together, in one statement, or present two interlinked statements. The Group has elected
to present two interlinked statements.
The amended standard has brought about the changed content of the statement of changes in equity and added
a new element - the statement of comprehensive income. The relevant comparative period was restated.
•
Amendments to IFRS 1 First-time adoption of International Financial Reporting Standards and IAS 27
Consolidated Financial Statements and Accounting for Investments in Subsidiaries – Cost of an
Investment in a Subsidiary, Jointly Controlled Entity or Associate
Amendments to IFRS 1 enable measurement of initial investments in a subsidiary, jointly controlled entity or
associate according to the assumed cost determined on first-time adoption of IFRSs. Amendments to IAS 27
involve, among others removing the definition of the “historic cost method” of measurement, which requires that
dividends are divided into dividends from profits before the acquisition and after the acquisition. Instead, the
standalone statements will include income on all the dividends received from a subsidiary, jointly controlled entity
or associate. After the dividend is received, the investments will be tested for impairment according to IAS 36
Impairment of Assets. As a result of the adopted amendments, changes were also introduced to IAS 18 and IAS
36.
The application of the amended standards had no impact on the Group’s statements.
•
Amendment to IFRS 2 Share Based Payments
The amendment to the standard clarifies that vesting conditions are service conditions and performance
conditions only. Other features of a share-based payment scheme are not vesting conditions. The amended
standard also specifies that all cancellations, whether by the entity or by other parties, should receive the same
accounting treatment.
The application of the amended standard did not have an impact on the Group’s statements.
• Amendment to IAS 23 Cost of external funding
The amendment concerns the way of capturing the cost of external funding, which may be directly linked to a
purchase, construction or production of an asset component, which requires significant time necessary to
prepare it for the intended use or sale. The amendment removes the option of recognizing such costs
immediately in the profit and loss account of the period when they were incurred. According to the new
requirement of the standard, the costs should be capitalized (which previously was an alternative approach).
The application of the amended standard did not have an impact on the Group’s statements.
•
Amendments to IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial
Statements – Puttable Financial Instruments and Obligations Arising on Liquidation
The amendments to IAS 32 require classification of some puttable financial instruments and obligations arising
on liquidation as equity. Amendments to IAS 1 require additional disclosures for the puttable financial
instruments classified as equity.
The application of the amended standards had no impact on the Group’s statements.
•
Standards.
In May 2008, the Board issued the first set of amendments to the standards it has been publishing, aimed mainly
at remedying the inconsistencies and ensuring a clearer wording of the regulations. Separate transitory
regulations have been envisaged for each standard. Application of the changes mentioned below has resulted in
a need to change the accounting policy, however it had no impact whatsoever on the Group's financial statement
or its performance:
o IAS 1 Presentation of Financial Statements: Assets and liabilities classified as held for trading
under IAS 39 Financial Instruments: Recognition and Measurement are not automatically
classified in the financial statements as short-term items. The Group changed its accounting
policies accordingly and analyzed whether the management's expectations regarding the
realization period of financial assets and liabilities are different from the classification of an
instrument.
This however did not result in reclassifying financial instruments in the balance sheet from
long- to short-term and vice versa.
o IAS 16 Property, Plant and Equipment: the term "net sale price" was replaced by "fair value
less cost of sales". The Group has changed its accounting policies accordingly, which
however had no influence on its financial standing.
o IAS 23 Cost of external funding: The definition of the cost of external funding was updated, as
a result of which two types of costs, which were previously considered constituent parts of
"cost of external funding" were combined in a single category - interest expenses, calculated
using the effective interest rate method, according to IAS 39. The Group has changed its
accounting policies accordingly, which however did not lead to any changes in its financial
standing.
F-28
o
o
IAS 38 Intangible Assets; Advertising and promotion expenditures are recognized as costs
when the Group has the right to access goods or has received a service. This change has no
influence on the Group's performance, because the Group does not conduct any such
activities.
The phrase stating that rarely, if ever, there is convincing evidence supporting election of the
amortization method of intangibles other than the straight-line method, was removed. The
Group reviewed the economic utility periods of its intangible assets and reached a conclusion
that application of the straight-line method remains adequate.
• IFRIC 13 Interpretation Customer Loyalty Programmes
The interpretation contains guidelines for accounting for transactions resulting from customer loyalty programs
implemented by the company for its customers, such as e.g. loyalty cards or loyalty point schemes. In particular,
IFRIC 13 specifies the correct way of accounting for the obligations to provide free or discounted goods or
services if and when the customers redeem the “points”.
The application of the interpretation had no impact on the Group’s statements.
•
IFRIC 14 Interpretation IAS 19 – The Limit on a Defined Benefit Asset Minimum Funding Requirements
and their Interaction
The interpretation contains general guidelines for how entities should determine the limit placed by IAS 19 on the
amount of a surplus in a pension plan (of the fair value of the plan’s assets over the current value of obligations
under the defined benefit plan) they can recognize as an asset. Moreover IFRIC 13 clarifies how minimum
funding requirements specified in the articles of association or in a contract may affect that asset or obligation
under the defined benefit plan.
The application of the interpretation had no impact on the Group’s statements.
•
Amendment to IFRIC 9 and IAS 39 Embedded derivatives
The amendment IFRIC 9 and IAS 39 was published on 12 March 2009 and applies to annual periods ending on
30 June 2009 or afterwards. The amendment clarifies the treatment recommended for embedded derivatives if
the entity applies the option of reclassifying instruments classified in the “carried at fair value through profit or
loss” to the “available for sale” category.
The application of the amended regulations had no impact on the Group’s statements.
•
Amendments to IAS 39 Financial Instruments: Recognition and Measurement and to IFRS 7 Financial
Instruments: Disclosure (update)
On 27 November 2008, an update was published to the amendment to IAS 39 and IFRS 7 adopted in October
2008, which introduced the possibility of reclassification of certain financial instruments to assets, if revaluation
effects are posted to equity. The update specified the date, from which such instruments may be reclassified.
Application of the amendment had no impact on the Group’s financial statements.
Moreover, for the periods starting 1 January 2009, the Group would be obligated to apply IFRIC 12 Service
Concession Arrangements, IFRIC 15 Agreements for the Construction of Real Estate and IFRIC 16 Hedges of a
Net Investment in a Foreign Operation.
The Group will apply those regulations according to the European Union guidelines which assume or may
assume a later application date for those regulations.
Changes made by the Group.
The Group adjusted the comparative data for 2008 for presentation purposes.
The adjustments were as follows:
- the amount of PLN 792 thousand was reclassified from the cost of sales to overhead cost
- moreover, the amount of PLN 3,140 thousand was reclassified from cost accruals to trade liabilities maturing
within 12 months.
In connection with the purchase of Eco-Wind Construction, which investment is treated by the Group as an
investment in an associated entity, it was necessary to adopt accounting principles for that investment. In
connection with the loss of control of Bahn Technik Wrocław, it was necessary to adopt accounting principles for
that investment, which was previously treated as an investment in a jointly controlled entity.
9.
Financial highlights
The average PLN/EUR exchange rates in the period covered by the annual consolidated financial statements:
F-29
Average
exchange
rate in the
period*
Minimum
exchange
rate in the
period
Maximum
exchange
rate in the
period
Exchange
rate on the
last day of
the period
31.12.2009
4.3406
3.9170
4.8999
31.12.2008
3.5321
3.2026
4.1848
* The average of the exchange rates binding as at the last day of each month in the given financial year.
4.1082
4.1724
Main consolidated balance sheet line items converted into Euro:
31.12.2009
Non-current assets
Current assets
Total assets
thous. PLN thous. EUR
212,983
51,843
389,171
94,730
602,154
146,573
Equity
Total liabilities and equity
376,908
61,037
164,209
602,154
91,745
14,857
39,971
146,573
31.12.2008
thous. PLN
139,314
614,871
754,185
thous. EUR
33,389
147,366
180,755
317,018
59,180
377,987
754,185
75,980
14,184
90,592
180,756
The FX rate assumed to convert the consolidated balance sheet data was that set by the National Bank of
Poland as at the last day of the given financial year.
Main line items of the consolidated profit and loss account converted into Euro:
31.12.2009
Revenues on sales
Cost of goods sold
Gross profit (loss) on sales
Operating profit (loss)
Gross profit (loss)
thous. PLN
711,624
603,638
107,986
76,652
87,930
70,818
70,818
thous. EUR
163,946
139,068
24,878
17,659
20,258
16,315
16,315
31.12.2008
thous. PLN
794,711
718,957
75,754
52,924
67,991
55,746
55,746
thous. EUR
224,997
203,549
21,448
14,984
19,249
15,783
15,783
The consolidated profit and loss account data were converted into EUR according to the average FX rate
calculated as the arithmetic mean of exchange rates set by the National Bank of Poland as at the last day of
each month in the given financial year.
Main consolidated cash flow statement line items converted into Euro:
31.12.2009
31.12.2008
thous. PLN
thous. EUR
-38,891
-8,960
141,628
40,097
-86,073
-19,830
-51,294
-14,522
-2,511
-578
81,632
23,111
-127,475
-29,368
171,966
48,686
Cash flow on operating activity
Cash flow on investing activity
Cash flow on financing activity
Total net cash flow
The consolidated cash flow statement data were converted into EUR according to the average FX rate calculated
as the arithmetic mean of exchange rates set by the National Bank of Poland as at the last day of each month in
the given financial year.
F-30
31.12.2009
313,096
75,040
204,121
49,686
31.12.2008
thous. PLN
thous. EUR
141,130
39,400
313,096
75,040
The following FX rates have been assumed for converting the above consolidated cash flow statement data:
the FX rate set by the National Bank of Poland as at the last day of the financial year – for the line item
“Cash at the end of the period”,
the FX rate set by the National Bank of Poland as at the last day of the financial year preceding the
given financial year – for the line item “Cash at the beginning of the period”.
As at the last day of the financial year ended 31 December 2007, the Euro exchange rate was 3.582 PLN.
F-31
10.
Segment information
For the period from 1.01.2009 to 31.12.2009
Railway segment Other segments
Revenues
Sales to external clients
Inter-segment sales
Total segment revenues
Results
Depreciation
Share in the profits of the associated entity
Segment profit (loss)
Discontinued
operations
Total
Exclusions
All activity
702,843
14,227
717,070
8,781
134
8,915
711,624
14,361
725,985
-
(14,361)
(14,361)
711,624
711,624
10,084
88,874
37
138
355
10,121
138
89,229
-
(1,299)
10,121
138
87,930
For the period from 1.01.2008 to 31.12.2008
Revenues
Sales to external clients
Inter-segment sales
Total segment revenues
Results
Depreciation
Share in the profits of the associated entity
Segment profit (loss)
Discontinued
operations
Total
Exclusions
All activity
768,165
15,062
783,227
26,546
126
26,672
794,711
15,188
809,899
-
(15,188)
(15,188)
794,711
794,711
7,868
-
29
-
7,897
-
-
-
63,568
5,950
69,518
-
(1,527)
7,897
67,991
F-32
As at 31 December 2009
Operating assets
Operating liabilities
381,169
53,486
173,565
35,756
Other disclosures
Stake in the associated entity
Capital expenditures
As at 31.12.2008
pro forma
Operating assets
Operating liabilities
Other disclosures
Stake in the associated entity
Capital expenditures
-
35,613
59,340
Total
434,655
209,321
Discontinued
operations
35,613
59,483
143
Exclusions
All activity
-
(45,484)
(45,113)
389,171
164,208
-
-
35,613
59,483
615,108
52,391
389,631
35,283
-
-
15,278
-
F-33
Total
667,499
424,914
15,278
Discontinued
operations
Exclusions
All activity
-
(52,628)
(46,927)
614,871
377,987
-
-
15,278
An operating segment is a component of an entity:
a) that engages in business activities from which it may earn revenues and incur expenses (including revenues
and expenses relating to transactions with other components of the same entity),
b) whose operating results are reviewed regularly by the entity's chief operating decision maker to make
decisions about resources to be allocated to the segment and assess its performance and
c) for which discrete financial information is available.
For management purposes, the Group was divided into segments based on the type of products manufactured
and services rendered. Due to a relatively unified nature of business conducted by the Group companies, the
segments that were identified are consistent with individual Group entities. Moreover, a wind energy segment
was separated that is related to the investment in an associated entity consolidated with the equity method. As a
result, the following reportable operating segments were identified:
Railway construction segment, involved in engineering and construction and installation work in the
railway sector (TP, PRKiI, PRK-7 and Bahn Technik).
Wind energy segment, involved in comprehensive support for wind farm investments (Eco-Wind
Construction).
Residential construction segment, involved in a broadly defined development activity (PRK 7
N).
Four segments were combined to create the aforementioned operating segments. In making the combination
decision, it was taken into account that they have similar economic features and are similar with respect to their
products and services, types of production processes, groups of clients for products and services and methods
used for distribution of products or provision of services.
The Management Board separately monitors the operating performance of the segments to make decisions
regarding the allocation of resources, evaluation of effects of such allocation and of the performance.
Performance is evaluated on the basis of gross profit or loss.
Income tax is monitored at the Group level and therefore it is not allocated to segments.
Transaction prices used in transactions between the operating segments are set on the arm's length basis, as
they are in transactions with unrelated parties.
11.
Revenues on sales
Revenues on sales
31.12.2009
Revenues on the sale of construction services
31.12.2008
697,036
740,244
Revenues from the sale of merchandise and materials
3,935
22,769
Revenues on the sales of other products and services
10,653
31,698
711,624
794,711
Total
Revenues on sales
31.12.2009
Contracts
Profit (loss) on currency hedges on contracts
Others sales
Total
31.12.2008
702,819
774,708
-527
-34,464
9,332
54,467
711,624
794,711
Cost of goods sold
31.12.2009
Contracts
590,525
Others sales
Total
F-34
31.12.2008
680,465
13,113
38,492
603,638
718,957
Sales margin
31.12.2009
Contracts
Result on currency hedges of contracts
Others sales
31.12.2008
112,294
94,243
-527
-34,464
-3,781
15,975
107,986
75,754
31.12.2009
10,121
124,570
418,746
3,267
59,516
14,090
7,651
637,962
31.12.2008
7,898
119,832
510,116
3,078
60,940
14,300
5,293
721,457
Change in the balance of inventories, products, prepayments and accruals
-2,940
7,786
Cost of manufacturing products for the entity’s proprietary needs (negative figure)
-7,722
-9,759
-2,339
-27,183
597,778
-1,884
-19,988
697,612
5,860
21,345
603,638
718,957
Total
12.
Operating expenses
Costs by type:
Depreciation
Consumption of materials and energy
Third party services
Taxes and fees
Payroll
Social security and other benefits
Other types of costs
Total costs by type
Costs of sales, marketing and distribution (negative figure)
Overhead costs (negative figure)
Manufacturing cost of products sold
Value of materials and merchandise sold
Cost of goods sold
Cost of employee salary and employee benefits:
31.12.2009
31.12.2008
59,516
60,940
7,260
10,430
1,140
-2
1,104
315
-58
443
354
398
6,476
3,472
75,792
75,996
Cost of salary and employment termination benefits
Social security costs
Reserve for pension and disability benefits
Jubilee award reserve
Reserve for unused holiday leaves
Employee benefits under the Employee Pension Plan
Other employee benefits
Total
The Company has been running an Employee Pension Plan (PPE) for its employees, entered in the KNUiFE
register under No. RPPE 75/01. In 2001, an agreement was concluded obligating the Company to contribute
employee premiums and a company pension agreement was concluded between the Company (at that time
known as PKRE S.A.) and the Trade Unions operating in the Company. All employee pension agreements and
annexes thereto were concluded according to a uniform model. In 2006, an annex to the company agreement
was signed to adjust PPE to the provisions of the amended Employee Pension Plan Act.
Under PPE, the employer transfers 4% of the employee’s gross remuneration forming the basis for calculating
pension premiums to the selected fund. Employees participate in PPE on a voluntary basis. PPE may be joined
by employees who have at least three months of seniority in the Company.
F-35
Depreciation of fixed assets and intangibles and revaluation charges posted in the profit and loss
account:
31.12.2009
31.12.2008
Items captured in cost of goods sold
Depreciation of fixed assets
Depreciation of intangible assets
Depreciation of investment property
Total
8,197
126
8,323
6,504
162
16
6,682
36
-
73
2
36
75
Items captured in overhead costs
Total
1,022
727
13
1,762
764
377
1,141
Permanent impairment
Total
9,255
853
13
10,121
7,341
541
16
7,898
Items captured in costs of sales, marketing and distribution
Total
13.
31.12.2009
Dissolved reserves, including:
- for pension and disability benefits
- for holiday leaves
- for the award fund
- for correction work
Other, including:
- fines and penalties received
- dissolution of revaluation charges
- refunded cost of a dispute procedure
- inventory surplus from stocktaking
- cancelled liabilities
- profit on the sale of non-financial non-current assets
- debit notes
- other
Total
58
58
1,710
381
630
2
42
655
1,768
F-36
31.12.2008
263
2
261
1,826
702
288
3
30
111
74
104
514
2,089
14.
31.12.2009
31.12.2008
2,311
1,580
1,140
1,104
315
443
67
636
186
1,269
1,467
339
327
12
36
359
395
81
34
20
46
23
31
26
12
126
70
186
197
223
193
3,580
3,047
Reserves established for liabilities, including:
- for pension and disability benefits
- for jubilee awards
- for holiday leaves
- for litigation costs
- other
Other, including:
- reinvoiced expenses
- cost of company social facilities
- penalties, indemnities and fines paid
- cost of a dispute procedure paid
- donations made
- inventory shortage from stocktaking
- loss on the sale of non-financial non-current assets
- value of liquidated non-financial non-current assets
- cost of correction work
- operating leasing fee
- depreciation of inventories designated for sale
- other
Total
15.
Financial income
31.12.2009
31.12.2008
9,431
10,109
6,251
8,150
745
907
2,238
902
197
150
1,151
251
4,230
10,040
26
-
Financial income from interest, of which:
- bank interest
- interest on receivables
- on dissolved reserves for interest on liabilities
- from others
Financial income from revaluation of investments
Financial income from FX differences
Financial income from participation in guarantee costs
Financial income from the dissolution of revaluation charges on interest liabilities
Other financial income
Total
16.
286
1
43
15,167
123
20,524
Financial expenses
Financial costs on account of interest
- on credits and loans
- interest on liabilities
- other
Financial costs on account of the establishment of revaluation charges on interest
liabilities
Financial costs on account of financial commission paid
Financial costs on account of bank and insurance guarantee costs
Financial costs on account of the revaluation charge for participation
Other financial costs
Total
F-37
31.12.2009
31.12.2008
2,683
5,003
2,430
3,381
111
1,307
142
315
391
2
306
588
41
18
4,027
40
302
90
20
5,457
17.
Income tax
Current income tax:
Gross profit
Consolidation adjustments
31.12.2009
87,930
1,161
31.12.2008
67,991
-44,475
-2,596
1,494
-4,810
-45,701
-5,463
6,770
-2,853
8,684
1,437
755
5
26
122
55,161
-193
360
37,132
7,285
2,345
8,370
2,275
-2,413
2,987
746
23
16
83
529
46,053
-446
-435
-11
2,119
126,139
-23
-23
45,607
8,665
126,116
23,962
8,665
23,962
8,665
-
23,962
-
Differences between gross profit (loss) and income tax calculation basis (by items)
- transitory differences, including:
depreciation
revaluation charges
valuation of FX transactions
established income from the performance of construction contracts
accrued FX differences
reserve for anticipated losses on contracts
unpaid payroll
other
- permanent differences, including:
PFRON contributions
donations made
interest to the state budget
discontinued research and development work
insurance and membership fees
VAT difference
other
Taxable income
Deductions from income
- tax loss carried forward
- grants
- other deductions
Income tax base
Income tax at the rate of 19%
Current income tax captured (shown) in the tax return for the period, including:
- captured in the profit and loss account
- captured in equity
Income tax shown in equity:
31.12.2009
31.12.2008
-
Income tax captured in equity
-
Income tax shown in the profit and loss account in respect of discontinued operations:
31.12.2009
31.12.2008
Income tax shown in the profit and loss account in respect of discontinued operations
Income tax in the profit and loss account:
F-38
-
-
Current income tax:
- current Income tax charge
- adjustments to current Income tax from past years
Deferred tax:
- associated with the creation and reversal of temporary differences
Total
18.
31.12.2009
8,665
8,665
8,447
8,447
17,112
31.12.2008
23,982
23,964
18
-11,737
-11,737
12,245
Earnings (losses) per share
The regular earnings per share ratio is calculated by dividing the net profit for the period, attributable to common
shareholders of the parent Company, by the weighted average number of common shares outstanding during
the period.
Diluted earnings per share are calculated through dividing the net profit for the period attributable to ordinary
shareholders (after deducting the interest on retirable preferred shares convertible to common shares) by the
weighted average number of issued common shares in circulation during the period (adjusted by the impact of
diluting retirable preferred shares convertible to common shares).
Net profit (loss):
31.12.2009
31.12.2008
32,889
27,950
38,271
28,947
-342
-1,151
70,818
55,746
Net profit (loss) of the parent company
Net profits (losses) of the subsidiaries
Consolidation adjustments
Net profit (loss) of the Capital Group
Earnings per share:
Profit (loss) on discontinued activity
Net profit for the financial year
31.12.2009
70,818
70,818
31.12.2008
55,746
55,746
-
-
70,818
55,746
71,573
54,695
160,105,480
160,105,480
160,105,480
152,605,480
-
-
160,105,480
152,605,480
Interest on retirable preferred shares convertible to common shares (after tax)
Net profit used to calculate diluted earnings per share
Net profit attributable to the shareholders of the parent company, used to
calculate diluted earnings per share
Number of issued shares (items)
Weighted average number of issued common shares used to calculate the
regular earnings per share ratio
Impact of dilution:
Stock options
Retirable preferred shares
Adjusted weighted average number of common shares used to calculate diluted
earnings per share
Earnings (losses) per share attributable to shareholders during the period (in PLN per share):
31.12.2009
0.44
0.44
- basic
- diluted
31.12.2008
0.37
0.37
Earnings (losses) per share on continued activity, attributable to shareholders during the period (in PLN per
share):
F-39
31.12.2009
31.12.2008
0.44
0.37
0.44
0.37
- basic
- diluted
Earnings (losses) per share attributable to shareholders of the parent company during the period (in PLN per
share):
- basic
- diluted
19.
31.12.2009
0.45
0.45
31.12.2008
0.36
0.36
31.12.2009
97,165
6,913
5,531
40,186
43,069
1,466
1,469
98,634
31.12.2008
49,960
8,860
4,832
14,746
19,712
1,810
2,129
52,089
Structure of fixed assets:
Fixed assets, including:
- land (including the perpetual usufruct right to land)
- buildings, premises and civil and water engineering facilities
- technical plant and machinery
- means of transportation
- other fixed assets
Fixed assets under construction
Total
Collateral has been established on property, plant and equipment, as described in detail in Note 52.
Table of movements in fixed assets:
Financial year ended 31.12.2009
Net book value at the beginning of the
year
Increases - purchase
Land,
buildings
and
structures
Machinery
Means of
Other fixed
and
transportatio
assets
equipment
n
Fixed assets
under
construction
Total
13,692
14,746
19,712
1,810
2,129
52,089
417
25,184
19,758
128
12,226
57,713
-1,944
366
180
46
-368
-1,720
Transfers
708
4,138
7,628
25
-12,499
-
Disposals
-
-3
-15
-24
-
-42
Other
Liquidation
-108
-
-
-24
-19
-151
Depreciation
-321
-4,245
-4,194
-495
-
-9,255
12,444
40,186
43,069
1,466
1,469
98,634
Net book value at the end of the year
As at 31.12.2009
Gross cost or value from valuation
22,183
77,040
76,374
6,921
1,469
183,987
Accumulated depreciation
-9,739
-36,854
-33,305
-5,455
-
-85,353
Net book value
12,444
40,186
43,069
1,466
1,469
98,634
F-40
Financial year ended 31 December 2008
Net book value at the beginning of the
year
Increases
Land,
buildings
and
structures
Machinery
Means of
Other fixed
and
transportatio
assets
equipment
n
12,980
12,460
14,100
1,555
Fixed assets
under
construction
Total
3,463
44,558
-
5,516
5,672
744
3,398
15,330
1,133
650
3,029
11
-4,219
604
Transfers
-
-
468
16
-484
-
Disposals
-6
-15
-310
-7
-29
-367
Other
Liquidation
Depreciation
Revaluation charge
Net book value at the end of the year
-2
-351
-256
-14
-
-623
-347
-3,508
-2,991
-495
-
-7,341
-66
-6
-
-
-
-72
13,692
14,746
19,712
1,810
2,129
52,089
As at 31.12.2008
Gross cost or value from valuation
23,110
47,355
48,823
6,770
2,129
128,187
Accumulated depreciation
-9,418
-32,609
-29,111
-4,960
-
-76,098
Net book value
13,692
14,746
19,712
1,810
2,129
52,089
Ownership structure of fixed assets:
Proprietary
Used pursuant to a lease, rent or other agreement, including a leasing agreement
Total
31.12.2009
96,502
31.12.2008
49,460
2,132
2,629
98,634
52,089
Fixed assets in use under financial leasing contracts
31.12.2009
2,132
Net book value of fixed assets in financial lease
31.12.2008
2,629
By virtue of the right of perpetual usufruct to land, the Group has in its possession land worth PLN 29,751
thousand. Information on collateral established on land is provided in note 52.
20.
Investment property
The following table shows movements in investment property during the year:
F-41
31.12.2009
31.12.2008
Balance at the beginning of the period (by type) – gross value:
5,338
5,497
- land
4,811
4831
527
666
4,811
4,831
0
0
-553
-20
Land
Balance at the beginning of the financial year
Increases (by virtue of)
- consolidation of a subsidiary
Decreases (by virtue of)
- sale
Balance at the end of the financial year
-553
-20
4,258
4,811
527
666
0
0
Buildings, premises and civil and marine engineering facilities
-
-139
- sale
-
-139
527
527
4,258
4,811
527
527
Balance at the end of the period (by type) – gross value:
- land
Balance at the beginning of the period (by type) – accumulated depreciation:
1,119
1,131
- land
592
592
527
539
592
592
0
0
Land
0
0
592
592
527
539
13
16
Buildings, premises and civil and marine engineering facilities
- depreciation in the period
0
0
13
16
-13
-28
- sale
-
-15
- other decreases
-13
-13
527
527
Balance at the end of the period (by type) – accumulated depreciation:
1,119
1,119
- land
592
592
527
527
Balance at the beginning of the period (by type) – net value:
4,219
4,366
- land
4,219
4,239
-
127
Balance at the end of the period (by type) – net value:
3,666
4,219
- land
3,666
4,219
-
-
F-42
21.
Consolidation goodwill, by companies:
31.12.2009
31.12.2008
Book value of consolidation goodwill, by companies
2,051
2,051
Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych SA
Total
2,051
2,051
Goodwill created in connection with acquisition of Przedsiębiorstwo Robót Komunikacyjnych - 7 S.A.:
Investment property
Inventory
Other assets
Total assets
Other liabilities
Total liabilities
Book value
Adjustment
to fair value
Fair value
1,758
2,306
17,759
81,038
102,861
2,768
92,731
95,499
3,017
2,086
14,748
0
19,851
3,771
3,771
4,775
4,392
32,507
81,038
122,712
6,539
92,731
99,270
Fair value of net assets
23,442
Fair value of net assets for the acquiring company
Goodwill created as a result of acquisition
Purchase price
23,398
47,797
71,195
The purchase of shares in Przedsiębiorstwo Robót Komunikacyjnych – 7 S.A. was tentatively financed by the
funds obtained from the loan received by the parent company from its shareholder, COMSA S.A. The loan
agreement was concluded on 25 June 2007 and the loan amount was EUR 14,600 thousand. The loan was paid
on 11 December 2007. On 28 November 2007, the parent entity concluded an investment loan agreement with
BPH S.A. to finance the purchase the shares of PRK-7 S.A. (the loan from COMSA S.A.) was repaid) in the
amount of PLN 55,000 thousand - information on that loan are included in note no. 43. For the purchased shares
in PRK-7 S.A., the parent company paid with transfers: PLN 4,050 thousand on 30 June 2007 and PLN 65,950
thousand on 28 June 2007. The tax on civil law activities in the amount of PLN 700 thousand paid on 4
September 2007 was added to the purchase price. As a result of the acquisition of PRK-7, cash of PLN 3,773
thousand was acquired. Therefore, the total net cash expenditures related to the acquisition were PLN 66,927
thousand.
In November 2007, the Parent Company purchased the additional 0.39% stake in PRK-7 S.A., increasing its total
stake in the company to 99%. The payment was made in cash in the amount of PLN 273 thousand. The book
value of the company's net assets as at the acquisition date was PLN 27,417 thousand, while the book value of
the additional share in those net assets was PLN 107 thousand. The difference of PLN 166 thousand between
the purchase price and the book value of the purchased share in net assets was recognized as goodwill.
In January 2008, the Parent Company purchased the additional 0.02% stake in PRK-7 S.A., increasing its total
stake in the company to 99.02%.
In May 2009, the Parent Company purchased the 0.98% stake in PRK-7 S.A. for PLN 210 thousand.
As a result of the aforementioned event and the previous acquisitions of PRK-7 shares, the Company became
the sole shareholder of Przedsiębiorstwo Robót Komunikacyjnych – 7 S.A. with registered offices in Warsaw
at ul. Trojańska 7, entered in the register of entrepreneurs kept by the District Court for the Capital City of
Warsaw, the 12th Business Division of the National Court Register under file number 0000004851. The nominal
value per share is PLN 2.13, resulting in the total nominal value of PLN 1,266,657,75.
The acquisition was funded with the company’s own resources. It is a long-term investment.
The consolidation goodwill stated above results from the expected synergies resulting from the acquisition and
does not contain any intangible assets that could be separated. In connection with the merger of PRK-7 S.A. with
the Parent Company, goodwill is the component of the intangible assets.
F-43
22.
Goodwill impairment test
As at the balance sheet date, in its consolidated financial statements the Group shows goodwill in the total
amount of PLN 53,513 thousand (PLN 53,513 thousand on 31.12.2008), which was allocated to the following
balance sheet items:
- consolidation goodwill – PLN 2,051 thousand (PLN 2,051 thousand on 31.12.2008),
- intangible assets – PLN 51,462 thousand (PLN 51,462 thousand on 31.12.2008),
For the purpose of impairment tests, goodwill was allocated to cash generating units.
The goodwill of PLN 47,797 thousand shown in the consolidated balance sheet as at 31 December 2009
resulted from the parent company's acquisition of Przedsiębiorstwo Robót Komunikacyjnych - 7 S.A. („PRK-7”) in
2007. The goodwill resulting from this transaction was allocated to cash generating units pursuant to a decision
made by the parent company's Management Board, as follows: PLN 43,017 thousand to PRK-7 S.A., PLN 4,780
thousand to PRK 7 Nieruchomości Sp. z o.o. (solely-owned subsidiary of PRK-7 S.A.).
In 2009, the parent company was legally merged with PRK-7 S.A.; the transaction was settled using the pooling
of interest method in the standalone financial statements of the parent company, taking into account all the
assumptions made when settling the merger in 2007 in accordance with IFRS 3. As a result, the goodwill created
during the purchase of PRK-7 and previously shown in the Group's consolidated financial statements only, was
presented in the standalone financial statements of the parent company - as intangible assets.
For the purposes of the impairment test, it was assumed that goodwill previously allocated to PRK-7 S.A. will be
tested at the level of the cash generating unit being the parent company. At the level of that cash generating unit,
the Group also tests the goodwill of PLN 3,665 thousand created in 2004 when Forbud S.A. acquired Trakcja
Polska Sp. z o.o.
To summarize, the total goodwill allocated to the cash generating unit being the parent company and subject to
impairment tests is PLN 46,682 thousand. The goodwill allocated to the unit PRK 7 Nieruchomości Sp. z o.o.
subject to the same test is PLN 4,780 thousand.
The recoverable value of cash generating unit is determined using the discounted pre-tax cash flow method,
based on 5-year forecasts drawn up for both units. The forecasts are based on the budgets and schedules of
long-term contracts, both those performed currently and those yet to be acquired. The forecasts regarding
contracts planned to be acquired by Trakcja Polska S.A. was based on the investment plans of PKP PLK S.A.
(published until 2013). Development investments, which are assumed to be executed in the forecast for PRK 7
Nieruchomości Sp. z o.o., were based on the company's own land. The time of recognition of revenues on the
activity of PRK-7 Nieruchomości includes the assumed investment execution schedules and apartment sale
schedules (after notary deeds are concluded). Financial forecasts for cash generating units are based on rational
and conservative assumptions and the experience and knowledge of the markets on which the Group operates.
The cash flows beyond the 5-year period are estimated by applying fixed growth rates reflecting the long-term
average growth rate of each industry. The growth rate of 2% was assumed for Trakcja Polska S.A. (1% in 2008),
while for PRK 7 Nieruchomości Sp. z o.o. the assumed growth rate was 0.25% (0.25% in 2008). Gross discount
rates were assumed for calculation purposes: 10.9% for Trakcja Polska S.A. (10.7% in 2008) and 9.7% for PRK
7 Nieruchomości Sp. z o.o. (9.7% in 2008).
Based on the impairment testing of the goodwill created as a result of the acquisition, it was determined that
there are no grounds for making a goodwill impairment charge.
The sensitivity of the test results was analyzed with respect to changes in the discount rate, in the growth rate
assumed after the forecast period and to the decline of free cash flows after the fifth year of the forecast. The
results indicate that the useful value of cash generating units would drop to their book value only after certain
radical and unreasonable changes are made to those assumptions.
The remaining part of goodwill includes consolidation goodwill created upon acquisition of Przedsiębiorstwo
Robót Kolejowych i InŜynieryjnych S.A., which is PLN 2,051 thousand (PLN 2,051 thousand on 31.12.2008). As
at the balance sheet date, the Group decided that there is no need to make any impairment charge for the
goodwill on this account and, due to its low amount of PLN 2,051 thousand, it decided not to conduct impairment
tests.
F-44
23.
Intangible assets
Structure of intangible assets:
31.12.2009
Costs of completed development work
Goodwill
Obtained concessions, patents, licenses and similar values, including:
- computer software
Other intangible assets
Intangible assets under construction
Total
17
51,462
158
158
1,415
53,052
31.12.2008
118
51,462
282
282
113
51,975
Table of changes in intangible assets:
31.12.2009
Net book value at the
beginning of the year
Increases
Transfers
Disposals
Liquidation
Depreciation
Net book value at the end of
the year
As at 31.12.2009
Gross cost or value from
valuation
Accumulated depreciation and
total impairment charges to date
Net book value
31 December 2008
Net book value at the
beginning of the year
Increases
Transfers
Disposals
Liquidation
Depreciation
Net book value at the end of
the year
As at 31.12.2008
Gross cost or value from
valuation
Accumulated depreciation and
total impairment charges to date
Net book value
Cost of
completed
development
work
Other
Other
licenses,
Software
intangible
licenses concession
assets
s, patents
Goodwill
Intangible
assets under
construction
Total
118
51,462
284
-
-
111
51,975
17
-118
-
602
-726
-
7
-7
1,321
-17
-
1,930
-851
17
51,462
160
-
-
1,415
53,054
1,378
51,462
3,159
26
15
1,415
57,455
-1,361
-
-3,001
-26
-15
-
-4,403
17
51,462
158
-
-
1,415
53,052
Cost of
completed
development
work
Other
Other
licenses,
Software
intangible
licenses concession
assets
s, patents
Goodwill
Intangible
assets under
construction
Total
264
51,462
77
-
-
37
51,840
-146
-
601
-396
-
1
-1
74
-
676
-543
118
51,462
282
-
-
111
51,973
1,361
51,462
2,557
26
8
111
55,525
-1,243
-
-2,275
-26
-8
-
-3,552
118
51,462
282
-
-
111
51,973
F-45
Ownership structure of intangible assets:
Proprietary
31.12.2009
53,052
31.12.2008
51,973
-
-
53,052
51,973
Used pursuant to a lease, rent or other agreement, including a leasing agreement
Total
Book value of intangible assets with an unspecified usage period:
31.12.2009
Book value of goodwill resulting from the merger
Impairment charges
Book value of goodwill resulting from the merger
31.12.2008
-
-
On 30 November 2004, acquisition of Trakcja Polska SA took place. As a result of this takeover, goodwill worth
PLN 3,665 thousand was acquired. The above value was determined in the process of Trakcja Polska SA being
taken over by Forbud SA on 30 June 2004 in the following manner:
Book value
Non-current assets
Current assets
Total assets
Other liabilities and equity
Total liabilities and equity
Net assets
Purchase price (share issue)
Net surplus of the purchase price over the acquired assets
13,964
2,057
16,021
-12,084
-12,084
3,937
Fair value
as at the
acquisition date
63,468
2,057
65,525
-12,084
-12,084
53,441
57,106
3,665
The goodwill created as a result of the merger of the Parent Company with PRK-7 S.A. is described in detail in
Note 21.
F-46
24.
Financial assets
Investments in subsidiaries
As at 31.12.2009
Registered
Office
Nature of
relation /
Line of business
consolidation
method
Date of Value of shares Book value
acquiring
by purchase
of the
control
price
shares
InŜynieryjnych SA
Wroclaw
Construction and Subsidiary / full
installation
method
30.11.2004
50,340
50,340
96.79%
96.79%
Warsaw
01.07.2003
10,200
10,200
100.00%
100.00%
60,540
60,540
Company name
Development
activity
Subsidiary / full
method
Total
Percentage of the
Percentage of
total number of votes
share capital
at the shareholder
held
meeting
As at 31.12.2008
Company name
Registered
Office
InŜynieryjnych SA
Wroclaw
Warsaw
Line of business
Nature of
relation /
consolidation
method
Construction and Subsidiary / full
installation
method
Development
activity
Subsidiary / full
method
Date of Value of shares Book value
acquiring
by purchase
of the
price
shares
control
Percentage of the
Percentage of
total number of votes
share capital
at the shareholder
held
meeting
30.11.2004
50,340
50,340
96.79%
96.79%
01.07.2003
10,200
10,200
100.00%
99.02%
60,540
60,540
Total
The note is presentational in character – it shows the value of shares (ownership interests) at purchase prices and their book value in each subsidiary of the Trakcja Polska Capital Group. The book
values of the shares (ownership interest) are presented in unit financial statements, while these values are not shown in the consolidated balance sheet.
F-47
Financial assets:
31.12.2009
Financial assets carried at fair value through profit or loss
Security deposit for a bank guarantee
Participation units in a mutual fund
Other
Assets held to maturity
Loans extended
Other
Financial assets available for sale
Loans extended
Other
Total
of which:
- classified as non-current assets
31.12.2008
3,433
3,433
21,402
21,402
24,835
33,682
33,655
27
20,251
20,251
53,933
256
164
Loans from Group Companies to related entities
Debtor
Creditor
Granted loan
amount
Agreement
date
Maturity
Interest rate
Outstanding loan
amount as at
31.12.2009
PRK 7
Nieruchomości
Trakcja Polska
4,750
26.11.2008
Annex no. 3 of
31.12.2009
31.03.2010
WIBOR 3M+1%
4,500
PRK 7
Nieruchomości
PRKiI
2,500
21.11.2007
Annex no. 7 of
31.12.2009
31.03.2010
WIBOR 3M+1%
2,500
PRK 7
Nieruchomości
PRKiI
3,000
07.11.2007
Annex no. 7 of
31.12.2009
31.03.201
WIBOR 3M+1%
2,000
Bahn Technik
PRKiI
411
30.11.2009
30.11.2010
WIBOR 3M+2%
411
Total
9,411
25.
Investment in the jointly controlled and associated entity
Jointly controlled entities
The Group holds a 50% stake in Bahn Technik Wrocław Sp. z o.o., whose line of business includes track work,
including welding, regeneration of turnouts and installation of railway subgrade.
As at 31 December 2009 and for the financial year ended on that date, the Group's share in assets, liabilities,
revenues and costs of the jointly controlled entity, which were shown in the consolidated financial statements,
was as follows:
31.12.2009
31.12.2008
6,630
5,175
11,805
-
Current assets
Non-current assets
Revenues on sales
Cost of products, merchandise and materials sold
Overhead cost
Result on other operations
Financial result
Gross result
Income tax
Net result
F-48
-5,468
6,337
-
11,401
-11,362
-1,156
-173
81
-1,209
-176
-1,033
-
Associated entities
The Group holds a 40.68% stake in Eco-Wind Construction S.A., a company involved in generating and
distributing electricity.
Eco – Wind Construction S.A. is deemed to be an associated company. Additional information on the acquisition
of that company are presented in note 2. The goodwill was calculated based on net assets at book value and it
will be finally settled within one year from the date of acquiring material influence.
Tentative calculation of the associate's goodwill:
31.12.2009
Total shares of Eco - Wind Construction S.A. (pcs.)
80.475.040
Shares purchased (pcs.)
32.737.520
% share
40,68%
Purchase price
35.475
Net assets of Eco-Wind Construction at book value
66.685
Net assets attributable to the Group
27.127
Goodwill of the associated company
8.348
The Company's shares were purchased in June 2009.
Financial year
ended
31.12.2009
Share in the associate’s balance sheet
Current assets
Non-current assets
Net assets
Share in the associate’s profit and loss account
Revenues
Profit
Book value of the investment
26.
23,796
2,409
-874
25,331
3,655
138
35,613
31.12.2009
Forward currency contracts
Hedging fair value (assets)
Hedging fair value (liabilities)
of which:
- classified as non-current assets
- classified as current assets
- classified as long-term liabilities
F-49
31.12.2008
6,725
34,400
-
7,747
27.
Deferred tax assets
Change in the balance of deferred income tax assets:
31.12.2009
31.12.2008
Balance of the deferred income tax assets at the beginning of the period,
including:
- through profit and loss
- through equity
Increases
Consolidation of a subsidiary – through profit and loss
Through profit and loss of the period in connection with negative temporary
differences (on account of)
- difference between posted and invoiced revenues
- costs of contracts being performed
- difference from valuation of financial assets and liabilities
- posted interest
- reserves for liabilities
- asset revaluation charges
- FX differences from the balance sheet valuation of assets and liabilities
- prepaid and accrued cost
- anticipated loss on contracts
- non-tax-deductible expenses related to contracts
- unpaid payroll
- correction of the perpetual land usufruct asset - Pełczyńskiego III
- correction of the 2006 BDO error, consolidation asset - Pełczyńskiego III
- difference between balance sheet depreciation and fiscal depreciation
- other items
Recorded in financial result of the period (on account of)
- tax loss
- in connection with the discounting of liabilities
- in connection with the discounting of receivables
Recorded in equity in connection with negative temporary differences (on
Decreases
Through profit and loss of the period in connection with reversing negative
temporary differences (on account of)
- difference between posted and incurred costs
- posted interest
- reserves for liabilities
- asset revaluation charges
- prepaid and accrued cost
- non tax-deductible expenses related to unpaid payroll
- non tax-deductible expenses related to contracts
- discounts
- anticipated loss on contracts
- other items
Recorded in financial result of the period (on account of)
- in connection with the tax loss
Through equity in connection with reversing negative temporary differences (on
account of)
- other items
Balance of the deferred income tax assets at the end of the period, including:
- through equity
F-50
28,512
16,795
24,699
3,813
12,982
3,813
18,692
27,399
4,251
2,895
32
2,652
308
1,848
13
1,795
3,228
566
158
946
282
200
82
-
10,644
6,566
193
2,516
118
3,435
182
210
1,128
693
48
1,546
34
86
183
79
104
-
-27,849
-15,690
-8,867
-8,154
-773
-2,492
-125
-4,463
-2
-1,108
-537
-142
-9,327
-30
-128
-812
-65
-1,796
-130
-1,031
-1,611
-59
-509
-677
-135
-135
-152
-549
-175
-37
-138
-344
-
-344
-
19,158
28,512
15,689
3,469
24,699
3,813
28.
The structure by type of prepayments, accruals and deferred income:
31.12.2009
2,000
936
25
212
184
643
31.12.2008
2,299
1,685
16
241
177
9
171
31.12.2009
553
1,681
2,234
31.12.2008
304
2,092
2,396
31.12.2009
13,897
22,594
25,631
11,657
4,256
78,035
31.12.2008
33,474
20,939
3,174
29,147
Revaluation charges for inventories
-2,491
-1,072
Materials
Semi-finished products and products in progress
Finished products
Merchandise
Inventories to be resold
Total
11,406
22,594
25,631
11,657
4,256
75,544
32,402
20,939
3,174
29,147
85,662
Cost accruals, including:
- insurance and insurance guarantees
- renovations
- commission paid
- PKP (Polish Railways) identification documents
- land fee
- charge for the Company Employee Benefit Fund
- other
- real estate tax
- capitalized costs related to construction contracts
positive difference between revenues posted and invoiced
inspection repairs of railway cars and locomotives
Age structure of cost accruals and prepayments:
Long-term
Short-term
Total
29.
Inventory
Materials
Semi-finished products and products in progress
Finished products
Merchandise
Inventories to be resold
Total gross inventory
Security interest has been established on inventories, according to note 52.
F-51
86,734
30.
Structure of trade receivables and other receivables:
Gross trade receivables before discounting
Discounting of receivables
Total gross trade receivables
of which:
- receivables from related entities
Receivables from the state budget
Purchase of PRKiI shares
Bid deposit
WIND project
Receivables pursued by litigation
Bankruptcies and sale of accounts receivable
Other receivables from third parties
Total gross trade receivables and other receivables
Revaluation charges for receivables
Total
31.12.2009
75,782
75,782
31.12.2008
130,636
-211
130,425
595
321
1,921
2
423
248
478
79,175
-1,824
77,351
4
1,019
2,021
1,015
708
135,188
-2,740
132,448
Discounting of receivables:
The Group resigned from presenting the discounting of receivables, due to its low significance.
Receivables from affiliated companies are shown in note 54.
Trade receivables:
31.12.2009
Net trade receivables
Due and payable within 12 months
Due and payable after 12 months
Discounting of receivables
Total net trade receivables after discounting
72,192
2,491
74,683
31.12.2008
125,749
2,753
-211
128,291
The trade receivables do not bear interest and are usually due and payable within 30 days.
The Group follows the correct policy of making sales only to verified clients. Therefore, according to the
management, there is no additional credit risk above the level defined by the revaluation charges for
uncollectible receivables appropriate for the Group’s trade receivables. As at the balance sheet date, 61.4% of all
Trakcja Polska S.A.’s receivables were receivables from PKP PLK S.A.
The receivables due and payable in the period above 12 months include amounts retained as additional good
contract performance bonds.
As at the balance sheet date, the current value of the receivables due and payable in the period above 12
months was determined by revaluation of the discount due to the elapse of time.
Change in the balance of revaluation charges for receivables:
31.12.2009
2,740
856
856
-1,772
-1,044
-728
1,824
Opening balance
Increases
Establishment
Decreases
Utilization
Dissolution
Closing balance
F-52
31.12.2008
2,962
441
441
-663
-402
-261
2,740
Structure of overdue but collectible trade receivables:
Up to 1 month
From 1 month to 3 months
From 3 months to 6 months
Over 6 months to 1 year
More than one year
Total gross overdue trade receivables
Revaluation charges for trade receivables
Total net overdue trade receivables
31.12.2009
3,950
1,761
224
258
197
6,390
31.12.2008
8,081
2,746
249
6,538
1,589
19,203
6,390
19,203
31.12.2009
62,373
16,803
16,803
79,176
31.12.2008
82,535
52,653
52,653
135,188
31.12.2009
45,366
19,809
627
2,491
7,489
75,782
-1,099
74,683
31.12.2008
64,228
36,160
1,536
3,502
3,662
21,337
130,425
-2,134
128,291
31.12.2009
31.12.2008
Currency structure of trade receivables and other receivables:
In Polish currency
In foreign currencies – after conversion into PLN, of which:
in EUR
Total
Trade receivables by maturity:
Up to 1 month
From 1 month to 3 months
From 3 months to 6 months
Over 6 months to 1 year
More than one year
Overdue receivables
Total gross trade receivables
Revaluation charges for trade receivables
Total net trade receivables
Receivables pursued by litigation:
Receivables pursued by litigation
Revaluation charge for receivables pursued by litigation
Total
423
-423
-
7
-7
-
31.12.2009
321
-300
21
31.12.2008
1,019
-300
719
31.12.2009
478
-2
476
31.12.2008
708
-299
409
Receivables from the state budget:
Receivables from the state budget
Revaluation charge for receivables from the state budget
Total
Other receivables:
Other receivables
Revaluation charge for other receivables
Total
31.
Cash in the bank earns interest at variable interest rates the level of which depends on the interest rate
applicable to one-day bank deposits.
Short-term deposits are made for different periods, from one day to one month, depending on the Capital
Group’s cash needs at the given time and earn interest at negotiated interest rates.
As at 31 December 2009, the Trakcja Polska Capital Group had at its disposal the granted but unused short-term
credit facilities of PLN 9,361 thousand, compared to PLN 27.200 thousand as at 31 December 2008.
Currency structure of cash and cash equivalents:
F-53
31.12.2009
180,105
24,016
24,016
204,121
In Polish currency
in EUR
Total
31.12.2008
222,498
90,598
90,598
313,096
The balance of cash and cash equivalents shown in the consolidated cash flow statement is presented in note
no. 48.
32.
Revenues recognized in the profit and loss account in the period
Costs recognized in the profit and loss account in the period
Gross profit (loss)
31.12.2009
31.12.2008
702,819
774,708
590,525
680,465
112,294
94,243
31.12.2009
Surplus of invoiced revenues over revenues resulting from the degree of
advancement
Surplus of revenues resulting from the degree of advancement over invoiced
revenues
Advances provided on account of contracts being performed
Advances received on account of contracts being performed
Reserve for anticipated losses on contracts
31.12.2008
10,487
32,862
2,623
6,731
150
-
21,073
57,290
in current assets
2,773
27,804
in short-term liabilities
10,487
90,152
Captured in the balance sheet:
Rules for calculating established sales revenues:
Revenues from the performance of a construction and installation service (works) under an unfinished
agreement are actually incurred costs increased by the assumed margin applicable to the given contract,
expressed as a percentage.
Actual revenues posted in the given period are adjusted to established revenues in order to obtain the assumed
margin applicable to the given contract, according to the following formula:
Su = K/(1-m)
where:
Su – established sales
K – actual costs incurred
m – margin in % assumed for the given contract, resulting from the developed cost budget
Established revenues for contracts settled in EUR are calculated according to the following rules:
– percentage margin for contracts denominated in EUR is calculated monthly and is the function of the PLN/EUR
exchange rate calculated according to the following formula:
M = (Pp – Kp)/Pp
where:
Pp – conversion revenues
Kp - Conversion revenues (Pp) are calculated according to the following formula:
Pp = Pz + Pf * krPLN/EUR
where:
Pz – revenues posted in PLN
Pf – revenues to be invoiced in EUR in the future
krPLN/EUR – average EUR exchange rate as at the end of the month (announced by the
National Bank of Poland)
Conversion costs (Kp) are calculated according to the following formula:
Kp = Kz + Kf PLN + Kf EUR * krPLN/EUR
F-54
where:
Kz – costs posted in PLN
Kf PLN – costs to be invoiced in PLN in the future
Kf EUR – costs to be invoiced in EUR in the future
The calculated conversion sales and conversion costs are plugged into the foregoing margin formula and then
the percentage margin is plugged into the established sales formula.
33.
Capital management
The Group’s capital risk management objective is to maintain the Group’s capability to continue its business and
maintain to an optimum capital structure ensuring appropriate return on investment for the shareholders. To
maintain or adjust the capital structure, the Group may issue new shares, change the amount of dividends to be
paid to shareholders, or increase or decrease debt through liquidating assets. The Group monitors the capital
structure using financing structure ratios. The ratios analyzed by the Group, presented in the table below, make it
possible to maintain a good credit rating and confirm the support provided by the capital structure for the Group’s
operating activity.
FINANCING STRUCTURE RATIOS
Equity to assets ratio
Equity to non-current assets ratio
Total debt ratio
Debt to equity ratio
31.12.2009 31.12.2008
0,61
0,41
1,73
2,24
0,39
0,59
0,63
1,42
Working capital = Current assets – Short-term liabilities
Current ratio = Current assets / Short-term liabilities
Quick ratio = (Current assets – Inventory – Prepayments, accruals and deferred income – Construction contracts from assets) /
Cash ratio = (Cash and its equivalents + Derivative financial instruments from assets and liabilities) / Short-term liabilities
34.
Equity
Share capital:
Series A common shares
Series B common shares
Series C common shares
Series D common shares
Series E common shares
Series F common shares
Total number of shares
31.12.2009
31.12.2008
Nominal value
of PLN 0.10
Nominal value
of PLN 0.10
1,599,480
83,180,870
19,516,280
25,808,850
30,000,000
160,105,480
1,599,480
83,180,870
19,516,280
25,808,850
30,000,000
160,105,480
As at the balance sheet date, the parent company’s registered share capital was PLN 16,010,548. All issued
shares have a par value of PLN 0.10 and have been fully paid up. At the end of 2007, a split occurred with the
1:10 coefficient. All issued shares are common shares.
Changes in share capital in the period covered by the annual consolidated financial statements:
Number of
shares
130,105,480
30,000,000
160,105,480
As at 1 January 2008
Share issue
Retirement
As at 1 January 2009
As at 31 December 2009*
F-55
Value
13,011
3,000
16,011
160,105,480
16,011
160,105,480
16,011
The shareholding structure as at the date of approving the Statements is as follows:
Number of
shares
% in share
capital
Number of
votes
% of votes at
GMS:
COMSA SA
81,065,510
50.63%
81,065,510
50.63%
ING
15,072,408
9.41%
15,072,408
9.41%
63,967,562
160,105,480
39.96%
100.00%
63,967,562
160,105,480
39.96%
100.00%
Shareholder
Other shareholders
Total shares
The structure of shareholder capital did not change materially from the balance sheet date until approval of the
Statements.
Reserve capital:
Other types of capital than share capital have been established from the premium of the issue price above the
par value. Also, other types of capital have been established from charges to profits generated in previous
financial years, which were earmarked for development of the parent company by a decision made by the
Shareholder Meeting and as a result of acquisitions and mergers with subsidiary companies. Pursuant to article
396 § 1 of the Commercial Company Code, reserve capital must be created to cover losses, to which at least 8%
of the profit earned in the given financial year is to be transferred until such capital reaches at least one third of
share capital. Reserve capital established in such a manner is not subject to distribution. In 2004, reserve capital
of the parent company was increased as a result of the retirement of treasury shares purchased from ProjektBud, a shareholder.
Pursuant to Resolution No. 4 adopted by the Annual Shareholder Meeting of Trakcja Polska – PKRE SA on 29
September 2003, reserve capital was established and earmarked to finance the payment of the dividend.
Reserve capital also includes the difference from converting financial statements of foreign companies.
Changes in equity captured in the line item “Surplus from the sale of shares above the par value” are presented
in the following table:
Issue of C series
shares at the
merger of PKRE
and Trakcja
Polska
Issue of D
series shares
Issue of F series
Capital
shares in
expenditures
connection with incurred for the
the IPO
issue of shares
Total
As at 1.01.2009
55,260
22,053
117,000
-8,501
185,812
55,260
22,053
117,000
-8,501
185,812
As at 1.01.2008
55,260
22,053
-
-
77,313
As at 31.12.2008
55,260
22,053
117,000
-8,501
185,812
Revaluation capital:
Revaluation capital includes the value of perpetual usufruct right to land obtained gratuitously by the parent
company, captured pursuant to the administrative decision forming the basis for determining the annual fee, in
consideration of the deferred tax effect.
Retained financial result:
Statutory financial statements of all companies covered by consolidated the financial statements are prepared in
compliance with Polish accounting standards. Dividends may be paid out on the basis of the financial result
established in the annual unconsolidated financial statements prepared for the purposes laid down in the articles
of association.
Dividends paid and declared:
On 24 June 2009, the Annual Shareholder Meeting of Trakcja Polska SA adopted a resolution on the distribution
of the Company’s profit for 2008.
The net profit for the 2008 financial year in the amount of PLN 27,949,732.54 was distributed as follows:
- the amount of PLN 16,010,548.00 was to be distributed as a dividend to shareholders;
- the remaining amount of PLN 11,939,184.54 was earmarked for the Company’s reserve capital.
F-56
160,105,480 series A, B, C, D, E, F shares participated in the distribution of profit. The dividend per share was
PLN 0.10. The dividend date was set for 30 July 2009, while the dividend payout date was set for 15 September
2009.
35.
Minority shareholder capital
31.12.2009
31.12.2008
Opening balance
5,411
4,394
Increases, including:
1,745
1,049
- capital adjustments
- share in the financial result
- consolidation adjustments
- other
Decreases, including:
-
1,255
1,049
-
-
490
-
(327)
- share in the financial result
- other
- transformation adjustments
32
-499
-
172
32
-
Closing balance
36.
-
7,483
5,411
Structure of long-term liabilities:
Reserves
Deferred income tax reserve
Other liabilities
Total
37.
31.12.2009
43,111
400
7,696
9,778
52
61,037
31.12.2008
33,267
1,768
5,859
10,493
7,747
46
59,180
31.12.2009
39,922
21,115
21,115
61,037
31.12.2008
59,180
59,180
Currency structure of long-term liabilities
In Polish currency
in EUR
Total
F-57
38.
Reserves
Reserves for
guarantees
and sureties
given
Reserves
for
disputed
liabilities
Reserve for
correction
work
Reserves for
losses on
business
operations in
progress
Balance
sheet
audit
reserve
Bonus
reserve
Other
reserves
Total
As at 1.01.2009
Captured in the profit and loss
account:
- reserves established
1,696
4,077
8,265
-
421
348
529
15,336
-
10,314
5,318
-
3,376
325
11
19,344
- movements between categories
-1,481
-
1,481
-
-
-
-
-
- unused reserves dissolved
- reserves used
Total
As at 31.12.2009
-215
-1,696
-
-2,262
-1,568
6,484
10,561
-2,452
-7,643
-3,296
4,969
-
-21
-400
2,955
3,376
-40
-330
-45
303
-6
-27
-22
507
-4,781
-10,183
4,380
19,716
1,257
3,165
-
-
3,707
-
435
8,564
1,396
1,847
8,265
-
421
456
227
12,612
-
-
-
-
-117
236
-119
-
-957
439
1,696
-120
-815
912
4,077
8,265
8,265
-
-3,190
-400
-3,286
421
-180
-164
348
348
-2
-12
94
529
-4,449
-1,391
6,772
15,336
31 December 2008
As at 1.01.2008
account:
- reserves used
Total
As at 31.12.2008
39.
Age structure of reserves
`
31.12.2009
400
19,316
19,716
Long-term
Short-term
Total
F-58
31.12.2008
1,768
13,568
15,336
40.
Reserve for
retirement and Jubilee award
pension
reserve
severance pay
As at 1.01.2009
account:
- reserves used
Total
As at 31.12.2009
Financial year ended 31 December
2008
As at 1.01.2008
account:
- reserves used
Reserve
for
unused
holiday
leaves
Reserve for
other benefits
Total
2,128
5,814
3,067
-
11,009
1,475
3,001
1,088
-
-327
-41
1,107
3,235
-1,319
-545
1,137
6,951
-1,064
-81
-57
3,010
-
5,564
-2,710
-667
2,187
13,196
2,144
5,329
2,055
745
10,273
562
22
-600
-
1,858
-22
-1,351
-
2,865
715
-2,568
-
-715
-30
-
5,285
-4,549
-
31.12.2009
7,696
5,500
31.12.2008
5,859
5,150
13,196
11,009
Age structure of employee benefit liabilities:
Long-term
Short-term
Total
Rules for establishing reserves for employee benefits:
The Group disburses retirement severance pay to retiring employees in amounts set in the Remuneration
Bylaws. Accordingly, based on actuarial valuation performed, the Group establishes a reserve for the current
value of liabilities on account of retirement severance pay and jubilee awards.
In order to estimate the amount of reserves for employee benefits, a discount rate of 5.53 % was used at the end
of 2009, while 6.98% at the end of 2008. The expected salary growth rate was set at 1% (31.12.2009).
41.
Change in the balance of deferred income tax reserve:
F-59
31.12.2009
31.12.2008
Balance of the deferred income tax reserve at the beginning of the period,
including:
- through equity
10,493
10,513
5,375
5,118
5,395
5,118
5,405
7,168
2,193
-
327
-
219
3,297
- posted interest
227
207
683
335
1,972
2,711
Increases
Recorded in the period’s profit and loss on account of temporary gains (on
account of)
- other items
Recorded in equity (on account of)
- adjustments due to fundamental errors
- other items
Decreases
Recorded in the period’s profit and loss in connection with temporary gains (on
account of)
21
22
-
101
90
168
2,282
-
247
-
2,035
-
-7,717
-7,188
-1,622
-889
-
-
-
-3,768
- posted interest
-163
-63
-174
-68
-3,529
-2,229
-1,441
-189
-770
- discounts
- other items
Recorded in equity (on account of)
-685
-
- adjustments due to fundamental errors
-458
-
- other
-227
-
9,778
10,493
3,063
5,375
- through equity
6,715
5,118
Balance of the deferred income tax reserve at the end of the period, including:
42.
Long-term interest-bearing bank credits and loans:
31.12.2009
42,199
42,199
912
43,111
Bank loans
- investment loan
- ac crued interest
Liabilities under financial lease agreements
Total
F-60
31.12.2008
32,084
32,084
1,183
33,267
Short-term interest-bearing bank credits and loans:
Bank loans
- investment loan
- accrued interest
Loans from unrelated companies
- principal
- accrued interest
Liabilities under financial lease agreements
Total
31.12.2009
14,283
14,283
411
411
520
15,214
31.12.2008
11,000
11,000
596
11,596
58,325
44,863
Total interest-bearing bank credits and loans
The Parent Company’s drawn loans and the loans of the Group’s other companies are depicted in the table
below:
Parent Company’s loans:
Company name
Loan
amount
(PLN 000s)
Bank PEKAO SA
55,000
Loan type
Agreement
date
Investment loan
28.11.2007
Maturity
Interest rate
Outstanding loan
amount as at
31.12.2009
WIBOR 1M
+0.55%
30.11.2012
32,083, of which:
21,083 – long-term
liabilities
11,000 – short-term
liabilities
Total
32,083
Credits and loans of the Group’s other companies:
Debtor
Company name
Loan amount
(PLN 000s)
Agreement date
Outstanding loan
amount as at
31.12.2009
Maturity
Interest rate
22.03.2000
Current account Annex no. 20 of
overdraft
22.10.2009
21.10.2010
WIBOR O/N+1.2%
-
PRKiI
BRE Bank S.A.
PRKiI
NORDEA Bank
09.02.2009
07.02.2014
Euribor 1M+2.5%
22,410
PRKiI
NORDEA Bank
06.07.2009
31.07.2012
Euribor 1M+3.1%
1,988
Contract no.
1999-1065 of
13.07.1999,
annex no. 17 of
25.05.2009
22.05.2010
WIBOR O/N+2.95%
Loan agreement
[no. 1/2009 of
30.11.2009
30.11.2010
3%
Bahn Technik
Kredyt Bank S.A.
Bahn Technik
Leonard Weiss
International
GmbH
2,000
Loan type
Current account
500
overdraft
PLN 411 /
EUR 100 thous.
Loan
Total
-
411
Total
24,809
Group
56,892
Currency structure of the Capital Group’s credits and loans:
31.12.2009
33,927
24,398
24,398
58,325
In Polish currency
in EUR
Total
F-61
31.12.2008
44,863
44,863
Trade liabilities
Trade liabilities before discounting
Discounting of liabilities
Total net trade liabilities after discounting
of which:
- liabilities to related entities
Liabilities to the state budget
Salary liabilities
Other liabilities to third parties
Other liabilities to related parties
Trade liabilities, total
31.12.2009
84,992
84,992
31.12.2008
179,931
-395
179,536
144
251
13,344
1,941
358
100,635
24,287
2,597
1,404
207,824
Liabilities to affiliated companies are presented in note 54.
Trade liabilities:
31.12.2009
Trade liabilities before discounting
Due and payable within 12 months
Due and payable after 12 months
Discounting of liabilities
Total trade liabilities after discounting
82,489
2,503
84,992
31.12.2008
176,919
3,012
-395
179,536
Discounting of liabilities:
The Group has given up the presentation of the discounting of liabilities due to low significance
Currency structure of trade liabilities and other liabilities:
31.12.2009
86,149
14,486
14,486
100,635
In Polish currency
in EUR
Total
31.12.2008
115,962
91,862
91,862
207,824
Rules and conditions for paying liabilities:
Trade liabilities do not bear interest and are usually settled within 30 to 60 days. Liabilities with a maturity of over
12 months are retained amounts associated with carrying out construction and installation contracts to ensure a
proper and timely performance of the agreement. Other liabilities do not bear interest and their average maturity
is one month. The amounts resulting from the difference between VAT liabilities and receivables is paid to the
pertinent tax authorities in periods prescribed by tax regulations. Interest liabilities are usually settled on the
basis of accepted interest notes.
43.
Operating lease liabilities – the Group as a lessee
Liabilities by time to maturity
31.12.2009
Within 1 year
Within 1 to 5 years
Over 5 years
Total
31.12.2008
404
550
954
F-62
384
884
1 268
44.
Liabilities under financial lease agreements and rent with a purchase option agreements
31.12.2009
31.12.2008
Nominal value of minimum leasing fees
Within 1 year
Within 1 to 5 years
Over 5 years
Total financial lease liabilities – total minimum leasing fees
Financial costs on account of financial lease
Present value of minimum leasing fees
595
951
1,546
122
1,668
722
1,328
2,050
271
2,321
Within 1 year
Within 1 to 5 years
Over 5 years
Total present value of minimum leasing fees
519
906
1,425
597
1,183
1,780
45.
31.12.2009
Cost accruals, including:
-
31.12.2008
147
3
3
147
223
370
- salaries and wages, including bonuses and awards due for the financial year
- other costs
Deferred income
Total
46.
Age structure of accruals and prepayments
31.12.2009
Long-term
Short-term
Total
47.
31.12.2008
3
3
370
370
.Information on financial instruments
In the period covered by the annual consolidated financial statements, the Group held the following financial
instruments:
financial assets and liabilities carried at fair value through profit and loss – forward currency contracts,
participation units in a mutual fund,
financial assets held to maturity – bank guarantee deposits to secure the guarantees extended by
banks to the Group,
granted loans – short-term loans granted to entities from outside of the Capital Group,
assets available for sale – shares of Dolnośląskie Konsorcjum Handlowo-Finansowe SA, fully covered
by a revaluation charge.
financial liabilities carried at amortized cost – a loan from an affiliated company, bank loans and leasing
liabilities.
In addition that, the Group has cash and short-term deposits. The Group also has other financial instruments
such as trade receivables and payables generated directly in the course of its business activity.
The fair value of assets and financial liabilities held by the Group as at 31 December 2009 and 31 December
2008 was equal to their book value. In 2009, the financial instruments presented in the profit and loss account
were valued at PLN -527 thousand while in 2008 the value was PLN -34,464 thousand.
F-63
Financial
Financial
assets carried
liabilities
at fair value
carried at fair
through profit value through
or loss
profit or loss
Financial
Financial
assets
assets held
available for
to maturity
sale
As at 01.01.2009
34,400
Increases
21,402
110,268
Purchase, establishment, drawdown
103,016
Valuation
1,151
7,252
Reclassification
20,251
Decreases
-137,943
Sale, dissolution, repayment
-126,537
Valuation
-11,406
Reclassification
Revaluation charges
As at 31.12.2009
21,402
6,725
of which:
Recognized in the balance sheet, indicating the balance sheet item
classified as non-current assets
Total
classified as current assets
21,402
Total
21,402
classified as long-term liabilities
Total
classified as short-term liabilities
6,725
Total
6,725
F-64
Financial
liabilities
carried
according to
depreciated
cost
53,932
-19,408
843
-20,251
-31,092
-28,143
-2,949
-
44,863
28,988
28,988
-15,526
-13,918
-1,608
3,432
-
58,325
256
-
-
256
-
-
3,177
-
-
3,177
-
-
-
-
42,199
912
-
-
43,111
-
-
14,694
520
15,214
Financial
Financial
assets carried
liabilities
at fair value
carried at fair
through profit value through
or loss
profit or loss
Financial
Financial
assets
assets held
available for
to maturity
sale
Balance as at 1 January 2008
2,731
Increases
5,689
34,400
Purchase, establishment, drawdown
5,689
30,742
Valuation
3,658
Reclassification
Decreases
-8,420
Sale, dissolution, repayment
-8,420
Valuation
Reclassification
Revaluation charges
Balance as at 31.12.2008
34,400
of which:
Recognized in the balance sheet, indicating the balance sheet item
classified as non-current assets
Total
classified as current assets
Total
classified as long-term liabilities
7,747
Total
7,747
classified as short-term liabilities
26,653
Total
26,653
Financial
liabilities
carried
according to
depreciated
cost
13,775
78,283
74,799
3,484
-
70,500
1,697
1,697
-
-38,126
-38,126
-
-27,334
-27,334
53,932
-
44,863
164
164
-
-
53,768
53,768
-
-
-
-
32,084
1,183
-
-
33,267
-
-
11,000
596
-
-
11,596
Fair value hierarchy of financial instrument classes:
31.12.2009
Assets at fair value through profit or loss
Participation units in investment funds
21,402
Level 1
Level 2
Level 3
21,402
-
-
Level 1
Level 2
Level 3
-
6,725
-
Financial liabilities carried at fair value
31.12.2009
Liabilities carried at fair value through profit or loss
Forward exchange contracts
6,725
The fair value hierarchy is as follows:
Level 1 – market quotations from active markets for identical assets and liabilities;
Level 2 – prices from active markets, but other than market quotations – set directly (by comparison to actual
transactions) or indirectly (through valuation techniques based on actual transactions);
Level 3 – prices not originating from active markets.
In the year ended 31 December 2009, there were no movements between level 1 and level 2 of the fair value
hierarchy and there were no instruments that were moved from level 2 to level 3 of the fair value hierarchy.
Financial risk management principles and objectives:
F-65
Foreign exchange risk
The Group’s activity is considerably exposed to fluctuations in foreign currency rates, in particular fluctuations of
the PLN to EUR exchange rate. A substantial part of contracts include agreements whose value is stated in EUR
while the majority of expenses incurred during the performance of these contracts is uncorrelated with this
currency’s exchange rate. In order to mitigate this risk, the Group runs a policy of hedging the FX rate by
purchasing currency forward contracts. The Group hedges the FX risk immediately after obtaining information on
winning a tender. As at 31 December 2009, the Group was not using hedge accounting due to changes in
schedules of construction work and delays in payments made by its clients. Currency market fluctuations
combined with delays in EUR payments made by the clients may cause either a negative or positive effect,
shown directly in the Group’s profit and loss account. Gains and losses calculated on the settlement date are
shown in the profit and loss account as part of the revenues on sales item (losses are deducted from revenues
on sales).
The impact of the US dollar exchange fluctuations on the Group is low and mostly concerns the prices of copper
products listed in USD on the international markets.
Foreign exchange risk – sensitivity to changes
Below, you will find an analysis of the impact that PLN to EUR exchange rate fluctuations had on the Group’s
financial result as at 31 December 2009 and 31 December 2008 through changing margins on Eurodenominated contracts, all other factors being equal.
Impact of margin changes in Euro-denominated contracts on Trakcja Polska Group’s financial result as at 31
December 2009:
Gross impact on the
Change of the PLN/EUR rate compared to
PLN/EUR
period’s result and net
the exchange rate of 31.12.2009
exchange rate
assets
+
+
-
0.20 PLN/EUR
0.10 PLN/EUR
0.10 PLN/EUR
0.20 PLN/EUR
4.3082
4.2082
4.0082
3.9082
1,370
686
-687
-1,376
Deferred tax
260
130
-130
-261
Total
1,109
556
-556
-1,115
Impact of margin changes in Euro-denominated contracts on Trakcja Polska Group’s financial result as at 31
December 2008:
Gross impact on the
Change of the PLN/EUR rate compared to
PLN/EUR
period’s result and net
the exchange rate of 31.12.2008
exchange rate
assets
+
+
-
0.20 PLN/EUR
0.10 PLN/EUR
0.10 PLN/EUR
0.20 PLN/EUR
4.3724
4.2724
4.0724
3.9724
3,900
1,962
-1,985
-3,994
Deferred tax
741
373
-377
-759
Total
3,159
1,589
-1,608
-3,236
It should be emphasized that the adverse effect of the FX rate changes on contractual margins would be partly
offset by the increasing value of the FX risk hedging instruments. The sensitivity of valuation of the FX risk
hedging instruments is not calculated, because it is impracticable.
Risk associated with an increase in the portfolio of overdue receivables
As at the date of drawing up these annual consolidated financial statements, the Group is in control of the level
of overdue receivables. It cannot be ruled out that in the future the counterparties will not be able to pay their
liabilities within deadlines, which may have a material adverse effect on the financial standing of the Capital
Group.
Liquidity risk
As is the case with most entities in the construction industry, also the Group’s sales are seasonal, with a
considerable part of sales revenues generated in the second half of the calendar year and much lower revenues
recorded in the first quarter, which is very important for liquidity management and the Group’s working capital
requirements. The Group’s liquidity is also affected by the fact that its main customers obtain cash to purchase
the Group’s services from grants provided by the Polish Government and the European Union. The legal
regulations on which those grants are based do not allow them to be used to finance VAT. It cannot be ruled out
that the Group’s customers will pay their input VAT liabilities late, which, however, will not relieve the Group’s
companies of their obligation to pay VAT within the deadline prescribed by the law.
F-66
Irregular proceeds and delays in VAT receipts from the customers may adversely affect the Company’s and the
Capital Group’s liquidity. On the other hand, the Trakcja Polska SA Group, while performing the construction
contracts, receives advance payments to perform the work in the amount of 10% to 20%, which improves the
Group’s financial liquidity and allows it to finance the initial construction costs regardless of invoices issued for
the performed services. Unexpected liquidity fluctuations and unexpected increases in working capital
requirements may have a material adverse effect on the financial standing of the Capital Group.
Interest rate risk
The book value of the parent company’s financial assets exposed to the interest rate risk is presented in the
table below and broken down into distinct age categories.
Variable interest rate
<1 year
Cash assets
31.12.2009
31.12.2008
199,259
276,462
As at 31 December 2009, there exists interest rate risk with respect to interest rates on credits and loans drawn
down by the Trakcja Polska Group. Detailed information on the credits and loans drawn down by the Trakcja
Polska Group are presented in note 42.
Interest rate risk – sensitivity to changes
Presented below is an analysis of the impact of interest rate volatility on the Group’s financial result as at 31
December 2009 and 31 December 2008. To conduct an analysis of sensitivity to interest rate changes, the
interest rate changes were estimated as at 31 December 2009 and 31 December 2008 at -1/+1 percentage
point.
Value as at the
balance sheet
date
Gross trade receivables (current value)
74,683
Trade liabilities (current value)
Cash and cash equivalents (nominal value/interest rate)
Bank credits and loans (nominal value/interest rate)
Sensitivity to changes as at 31
December 2009
+ 100 bps
- 100 bps (PLN,
(PLN, EUR)
EUR)
-
-
84,992
-
-
204,121
1,699
-1,699
58,325
-605
605
1,095
-1,095
Deferred tax
208
-208
Total
887
-887
Gross impact on the period’s result and net assets
Value as at the
balance sheet
date
Sensitivity to changes as at
31.12.2008
+ 100 bps
- 100 bps (PLN,
(PLN, EUR)
EUR)
Gross trade receivables (current value)
130,425
-
-
Trade liabilities (current value)
179,536
14
-14
Cash and cash equivalents (nominal value/interest rate)
313,096
1,764
-1,764
44,863
-579
579
1,199
-1,199
Deferred tax
228
-228
Total
971
-971
Bank credits and loans (nominal value/interest rate)
Gross impact on the period’s result and net assets
Risk of changes in the prices of raw materials
Due to the fact that the Group conducts its business activity using numerous raw materials such as steel and
copper products as well as aggregates and concrete products, it is directly exposed to the risk of fluctuating
prices of these materials. The Group's raw material price risk mitigation policy does not eliminate this risk
completely. Therefore, greater fluctuations in the prices of raw materials may have a material adverse effect on
the financial standing of the Capital Group.
Credit risk
F-67
The Group conducts a policy of entering into transactions with highly reliable counterparties whose
creditworthiness has been verified. This creditworthiness is evaluated regularly. If a counterparty’s future
creditworthiness is evaluated negatively, the Group’s Companies apply adequate financial or asset-based
securities to minimize the credit risk. On an ongoing basis, the financial services monitor the level of receivables
to reduce the risk of uncollectibility. The balance sheet value of the financial assets presented in the financial
statements reflects the Trakcja Polska Group’s maximum credit risk exposure (without taking the securities into
account). Due to the fact that, as at the balance sheet date, 61.4% of the Group’s total receivables were
receivables due from PKP PLK S.A. (59.5% as at 31.12.2008) there is a significant concentration of credit risk.
48.
Notes to the cash flow statement
The balance of cash and cash equivalents presented in the consolidated cash flow statement consisted of the
following items as at the following dates:
31.12.2009
31.12.2008
77
150
4,785
36,474
199,259
276,472
204,121
313,096
-18,500
185,621
313,096
Cash on hand
Cash in the bank
Other cash - deposits up to 3 mts
Current account overdraft
Total
Deposits adjusting the value of cash at the end of the period
FX differences and interest related to financial activity presented in the cash flow statement:
31.12.2009
31.12.2008
Financial income on account of interest
9,431
10,109
Financial costs on account of interest
2,683
5,003
Financial result on account of interest
6,748
5,106
6,748
5,106
of which pertaining to operating activity
Net interest and dividends
31.12.2009
31.12.2008
Financial income from FX differences
40,213
Financial costs resulting from FX differences
35,983
37,224
4,230
10,040
4,230
10,040
Financial result on FX differences
of which pertaining to operating activity
FX gains and losses
49.
Contingent receivables and liabilities
The following table presents the contingent receivables and liabilities:
F-68
47,264
31.12.2009
Contingent receivables
From related entities on account of:
Guarantees and sureties received
Bills of exchange received as collateral
From other entities on account of:
Guarantees and sureties received
Bills of exchange received as collateral
Receivables
Total contingent receivables
2,114
Contingent liabilities
From related entities on account of:
Granted guarantees and sureties
Promissory notes
From other entities on account of:
Granted guarantees and sureties
Promissory notes
Capped mortgages
Ordinary mortgages
Assignments of receivables
Assignments of rights under insurance policies
Security deposits
Other liabilities
Total other contingent liabilities
31.12.2008
2,114
21,265
13,661
7,596
8
23,379
12,956
12,952
4
23,886
19,111
4,775
36,842
28,048
27,265
783
408,747
135,153
146,777
20,108
3,880
53,275
3,356
46,198
436,795
18,679
18,674
5
460,867
193,282
156,329
34,436
14,785
21,638
3,500
33,654
3,243
479,546
A summary of the Capital Group’s guarantees, sureties (including mutual sureties) and promissory notes is
presented in the schedule to these annual consolidated financial statements.
As a result of the employment agreements signed with the employees and the Management Board members, as
at 31 December 2009, the Group had contingent receivables of PLN 1.206 thousand (PLN 1.244 thousand as at
31.12.2008) and contingent liabilities of PLN 4,037 thousand (PLN 3,415 thousand as at 31.12.2008).
The contingent liabilities of the associated entity ascribed to the Group are PLN 9,216 thousand.
Tax settlements and other areas of activity subject to regulations (e.g. matters related to customs or foreign
currencies) may be the subject matter of control by the administrative authorities that are authorized to impose
high penalties and sanctions. Lack of reference to the established legal regulations in Poland results in
ambiguities and inconsistencies in the prevailing law. Frequent differences of opinion regarding legal
interpretation of tax provisions, both within state authorities and between state authorities and companies, result
in the emergence of areas of uncertainty and conflict. These phenomena mean that the tax risk in Poland is
considerably higher than the risk usually appearing in countries with more developed tax systems. Tax
settlements may be audited for a period of five years, starting from the end of the year in which the tax was paid.
As a result of conducted audits, additional tax liabilities may be added to the Group’s previous tax settlements.
The Group believes that adequate reserves were established for the identified and measurable tax risk as at the
end of 2009.
50.
Material litigation and disputes
A procedure in the matter of appeals submitted on 26 and 27 July 2007 by the Kazimierza Deyny 7 Residential
Community in Warsaw and by a natural person against a decision to approve the construction design and to issue a
construction permit for a multi-family residential complex with an underground garage with a necessary technical
infrastructure on the plots located at ul. gen. Pełczyńskiego in Warsaw. In connection with the property development
investment project planned by PRK – 7 S.A. in Warsaw in the vicinity of ul. Pełczyńskiego, a decision was issued by
the authority of the Mayor of the Capital City of Warsaw on 9 July 2007 on a building permit (no. 504/Bem/2007,
reference number: AM-BK/7353/13/07/ME). The Kazimierza Deyny 7 Residential Community in Warsaw appealed
the foregoing decision challenging the right of PRK – 7 S.A. to conduct the investment project on one of the plots of
land (record no. 111/31 section 6-11-02). As part of the appeal procedure pending before the Mazowiecki Voivode,
PRK 7 S.A. raised an argument that according to the notary deed on the purchase of the real estate on which the
investment is to be conducted, each perpetual usufruct user of that plot has the right of passage through that plot
and the right to use this plot for construction purposes, especially the right to build a road, walkway, heating
network, power network, water and sewage, natural gas, telephone networks and to connect them to the
infrastructure and buildings to be erected as part of this investment. Accordingly, PRK 7 Nieruchomości believes
that the claims made by the Kazimierza Deyny 7 Residential Community are unfounded. On 14 January 2008 PRK
F-69
- 7 S.A. received a decision from the Mazowiecki Voivode repealing the building permit and remanding the case to
re-examination by the first instance authority. Accordingly, on 12 February 2008 the investor filed a complaint with
the Voivodship Administrative Court, petitioning for the decision to be repealed in its entirety, alleging that the
authority issuing the decision had grossly breached material and process law. On 27 May 2008 the Voivodship
Administrative Court in Warsaw repealed the decision of the Mazowiecki Voivode, repealing the decision made by
the Mayor of the Capital City of Warsaw on the building permit and remanding the case to re-examination.
In its justification of the judgment, the Voivodship Administrative Court pointed out, inter alia, that the Mazowiecki
Voivode, when issuing the decision to repeal the decision made by the Mayor of the Capital City of Warsaw on the
building permit and remanding the case to re-examination had breached the regulations of administrative
procedure. The court also pointed out that when remanding the case to re-examination the Mazowiecki Voivode
should justify the necessity of conducting an explanatory proceeding in its entirety or to a considerable degree, as
well as point out for what reasons it did not conduct a supplementary proceeding on its own.
On 23 July 2008 the Kazimierza Deyny 7 Residential Community filed a cassation complaint against the judgment
handed down by the Voivodship Administrative Court.
The Voivodship Administrative Court had dismissed the complaint filed by the Kazimierza Deyny 7 Residential
Community since the complaint had not been paid for properly. The case was transferred to the Mazowiecki
Voivode to be re-examined.
On 12 November 2008, PRK – 7 S.A. received a Decision from the Mazowiecki Voivode (file number
WI.ISMS/7144-WB/18/07) upholding the Decision on the building permit, issued to PRK – 7 S.A.
On 19 December 2008 the Kazimierza Deyny 7 Residential Community lodged a complaint against the
aforementioned decision of the Mazowiecki Voivode with the Voivodship Administrative Court in Warsaw,
alleging that it had breached the regulations of the proceeding in art. 10 § 1 of the Administrative Proceedings
Code by a failure to apply it and the substantive law - art. 32 sec. 4 item 2 of the Construction Law through its
incorrect interpretation.
On 16 March 2009, PRK – 7 SA filed its response to the Court to the foregoing complaint, petitioning for it to be
dismissed as in the opinion of the Company the complaint was unfounded.
In its judgment of 3 April 2009 the Voivodship Administrative Court dismissed the complaint lodged by the
Kazimierza Deyny 7 Residential Community against the decision made by the Mazowiecki Voivode to uphold the
power of the decision made by the Mayor of the capital city of Warsaw on 9 July 2007 to grant a construction
permit to PRK – 7 SA. In the justification to the judgment, the Voivodship Administrative Court pointed out that
the Mazowiecki Voivode had not committed the abrogations alleged by the Deyny 7 Residential Community.
According to the information we hold the Kazimierza Dejny 7 Residential Community has filed a cassation
complaint against the Voivodship Administrative Court’s judgment. On 23 September 2009 Trakcja Polska SA
(legal successor after the merger with PRK – 7 SA) filed a response to the cassation complaint with the Supreme
Administrative Court. At present, Trakcja Polska SA is waiting for the hearing date to be set.
On 11 December 2009, the subsidiary, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. in Wrocław filed
a statement of claim with the Court in Wrocław against Przedsiębiorstwo Budowlane FAMBUD Sp. z o.o. to pay
the amount of PLN 366,000. The Company pursues its claims due to the failure to pay the invoice of 7
September 2009 for the performance of work and services with respect to the insulation of the traction grid. The
Company received a reply to the claim and was summoned to pay the advance for the costs of court
proceedings. The date of the hearing was set at 11 March 2010.
In December 2008, the subsidiary, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. in Wrocław filed a
statement of claim with the District Court in Legnica against Kopalnia Bazalt to pay the amount of PLN 313,156.
The statement of claim pertains to the claim for damages for replacing the defective basalt ballast delivered by
the supplier for the construction of tracks on the Legnica-Miłkowice route. The case is pending. Evidence
proceedings are conducted currently. One piece of evidence was an opinion from the Geological Institute
regarding the origin of the defective ballast. Another piece of evidence was detrimental for the claimant, i.e.
PRKiI S.A. and an objection was raised. At present, the Company is waiting for the hearing date to be set.
Another court proceeding pertains to the statement of claim also filed by the subsidiary Przedsiębiorstwo Robót
Kolejowych i InŜynieryjnych S.A. in Wrocław. The statement of claim was filed against ŁuŜycka Kopalnia Bazaltu
„Księginki” S.A. to pay the amount of PLN 343,389 as a claim to replace the defective ballast on the Pieńsk –
Jędrzychowice route. In the first instance, a ruling was issued that dismissed, however as a result of the appeal,
the Appellate Court in Wrocław repealed the ruling and forwarded it to the District Court in Jelenia Góra to be
reconsidered. At present, the case is waiting to be resolved.
51.
Dividends paid and declared
Pursuant to art. 395 § 2 item 2 of the Commercial Company Code, the Shareholder Meeting is the body
authorized to make decisions on distribution of profit and dividend payments. The Shareholder Meeting adopts a
resolution on whether and what part of the profit should be used for dividends. All the shares have the right to
participate in the dividend. The Management Board presents a profit distribution proposal opined by the
Supervisory Board to the Annual Shareholder Meeting. Pursuant to art. 395 § 1 of the Commercial Company
Code, an Annual Shareholder Meeting should be held within six months after the elapse of the financial year.
F-70
The amount allocated for distribution among the shareholders shall not exceed the amount of profit for the last
financial year, increased by retained earnings and by amounts transferred from spare and reserve capital
established from profit which may be appropriated for dividend distribution. This amount shall be decreased by
unabsorbed losses, treasury stock and by amounts which, pursuant to the law or the articles of association,
should be transferred from profit for the last financial year to the reserve capital or additional reserve capital. All
the shares of the Parent Company, including the new Series F shares, have equal dividend rights and profit
sharing rights starting from the date of their purchase, provided that the Shareholder Meeting adopts a resolution
on the distribution of profit and on determining the dividend date on the date following the purchase date of those
shares. The Company does execute the strategy according to which most of the profit is retained and used for
development. After the public offering, the Company expects to continue the development strategy. The
Management Board intends to use the profit first of all for the development of the Company. If however the profit
level for a given year increases the value of the Company's investment plans, the Company’s Management
Board will recommend to the Shareholder Meeting to pay out the remaining profit in the form of a dividend.
The dividend payment policy will be subject to review from time to time, while any future decisions regarding
dividend payments will depend on decisions made by members of the Shareholder Meeting, subject to the
applicable provisions of law.
On 24 June 2009, the Annual Shareholder Meeting of Trakcja Polska S.A. adopted a resolution on the
distribution of the Company’s profit for 2008.
The net profit for the 2008 financial year in the amount of PLN 27,949,732 was distributed as follows:
- the amount of PLN 16,010,548.00 was to be distributed as a dividend to shareholders;
- the remaining amount of PLN 11,939,184.54 was earmarked for the Company’s reserve capital.
160,105,480 series A, B, C, D, E, F shares participated in the distribution of profit. The dividend per share was
PLN 0.10. The dividend date was set for 30 July 2009, while the dividend payout date was set for 15 September
2009.
52.
Information on granted guarantees and sureties and collateral on assets
Assets used as collateral:
31.12.2009
68,532
4,606
73,138
Inventory
Other
Total
31.12.2008
33,802
15,662
36,654
86,118
As at 31 December 2009, the Group had the following collateral established on its assets:
I. Mortgages
Company
Mortgage
encumbrance
amount
Encumbered real estate
Subject matter of the
mortgage collateral
Remarks
TP
9,000
Real property located in Warsaw at ul.
Oliwska 11
Insurance guarantees
Capped mortgage; tangible
non-current assets
TP
PLN 4,108 /
EUR 1,000
PoŜarowa 13
non-current assets
TP
4,000
Gniewkowska 1
Credit line facility (BRE
Bank)
non-current assets
TP
3,000
Skaryszewska 19
Capped mortgage; longterm investments in real
estate
PRKiI
3,880
Real estate situated in Wrocław at ul.
Kniaziewicza 19
Credit line facility (BRE
Bank)
Ordinary mortgage;
tangible non-current assets
Total
23,988
II. Fixed asset alienation agreements
Company
Encumbrance amount
PRKiI
1,250
Total
1,250
Secured performance
Guarantee extended by Gerling PTU S.A.
Remarks
III. Registered pledge
Company
BT
Encumbrance amount
576
Secured performance
Insurance guarantee extended by STU ERGO HESTIA
F-71
Remarks
Encumbered asset: inventories
PRKiI
41,082
PRKiI
2,886
Total
44,544
Ballast cleaner (entry in the Economic Court's register)
Encumbered asset: property,
plant and equipment
Gantry crane (entry in the Economic Court's register)
Encumbered asset: property,
plant and equipment
IV. Security deposits
Company
Encumbrance
amount
TP
PLN 3,081 /
EUR 750 thous.
TP
TP
Total
53.
Secured performance
Remarks
Guarantee extended by Bank Handlowy
Encumbered asset: Bank term deposit in Bank
Handlowy
137
Guarantee extended by Generali PTU SA
Encumbered asset: Bank term deposit in BPS
138
Good performance and defect removal
indemnity
Encumbered asset: Security deposit in PKP PLK
3,356
Information on revenues, costs and results on discontinued activity
There was no discontinued activity in the Group as at 31.12.2009 and 31.12.2008
54.
Information on related entities
The annual consolidated financial statements include the financial statements of Trakcja Polska S.A. and the
financial statements of the subsidiaries listed in the following table.
Percentage of share capital
Name
Country of
origin
Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A., Wrocław
Poland
96.79%
96.79%
PRK 7 Nieruchomości Sp. z o.o., Warsaw
Poland
100.00%
99.02%
31.12.2009
31.12.2008*
*) Restated data – incorporating the effects of the Company’s merger with Przedsiębiorstwo Robót Komunikacyjnych-7 S.A.,
which was included in the Group as at 31 December 2008.
The subsidiary PRKiI S.A. is a lower-level parent company that draws up its own consolidated financial
statements. The table below presents the subsidiaries of PRKiI S.A.
Entity
Country of origin
Percentage of share capital
31.12.2009
Bahn Technik Sp. z o.o., Wrocław
Poland
50.00%
31.12.2008
51.25%
Trakcja Polska S.A. is the parent company in the Group. The total amounts of the transactions concluded with
related entities a given financial year are presented below.
F-72
Related entities
Purchases
from related
entities
Interest
income
494
125
-
-
1
259
387
228
-
-
1
264
-
-
-
-
-
-
267
267
-
-
2
-
01.01-31.12.2009
-
-
-
-
-
-
01.01-31.12.2008
-
-
-
-
-
-
Financial year
Parent company shareholders:
01.01-31.12.2009
Comsa
01.01-31.12.2008
Vaditerra
01.01-31.12.2009
01.01-31.12.2008
Associated companies:
Eco-Wind
Construction S.A.
Financial
Financial
Interest income on FX expenses on
expenses
gains and
FX losses
others
and others
Sales to
related
entities
Total
01.01-31.12.2009
494
125
-
-
1
259
01.01-31.12.2008
654
495
-
-
3
264
Transactions with related entities were conducted on an arm’s length basis and concerned the purchase and
sale of construction and installation services and rental of equipment.
Information on the receivables from and liabilities to related entities at the end of a given financial year is
presented below.
Related entities
Balance sheet date
Parent company shareholders:
31.12.2009
Comsa
31.12.2008
31.12.2009
Vaditerra
31.12.2008
Associated companies:
Eco-Wind
31.12.2009
Construction S.A.
31.12.2008
Total
31.12.2009
31.12.2008
Receivables
from related
entities
Liabilities to
related
entities
595
4
Loans
extended
Loans
received
144
251
2,250
595
4
2,394
251
-
-
Moreover, COMSA S.A. granted the parent company a surety for the guarantee issued by Banco Santander S.A.
in Madrid, Spain, constituting collateral for the loan agreement concluded by Trakcja Polska S.A. with Bank BPH
S.A. for PLN 55 million. In exchange for the granted surety, the Company pays monthly remuneration.
The Trakcja Polska S.A. Group is related by personal links with the following entities:
Cresco Financial Advisors Sp. z o.o.
Cresco Financial Advisors Sp. z o.o. SKA
BBB4 Sp. o.o.
Run Polsko – Amerykańska Sp.z o.o.
Neither in 2009 nor in the previous years did the Group conclude any transactions with those entities.
In 2009, no material transactions were concluded with the Group’s management.
55.
Information on benefits for the key staff
Remuneration of senior management and members of supervisory bodies
The parent company and its subsidiaries are entities with an uncomplicated organizational structure. Accordingly,
the remuneration of senior management should be understood as the remuneration of the Management Board of
the parent company and the subsidiaries.
F-73
31.12.2009
31.12.2008
4,076
1,363
120
60
1,164
1,662
138
273
5,498
3,358
Management Board
Supervisory Board
Management Board – subsidiaries or associates
Supervisory Board – subsidiaries or associates
Total
56.
Material events in the financial year and after the balance sheet date
No events took place between the balance sheet date and the date of these annual consolidated financial
statements, i.e. 19 March 2010, that were not captured in the accounting ledgers of the financial year even
though they should have been.
Material events during the year 2009:
•
On 6 March 2009, a subsidiary, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. entered into a
material agreement with PKP Polskie Linie Kolejowe S.A. pertaining to the execution of construction
work under the task entitled: “Rebuilding and modernization of the E-30/CE-30 rail line, section Opole
to Wrocław to Legnica, route Środa Śląska – Malczyce, tracks nos. 1 and 2 along with the Malczyce
station”. Net value of the contract: PLN 167.221,361.10.
•
On 16 April 2009, Trakcja Polska S.A. acting as a consortium leader entered into a material agreement
with PKP Polskie Linie Kolejowe S.A. pertaining to the execution of construction work under the
investment task entitled: "Modernization of the railway line no. 223 between Czerwonka and Ełk, section
Orzysz-Ełk, km: 85.300 ÷ 120.739".
Net value of the contract: PLN 38,066,367.32.
•
On 14 May 2009, a subsidiary, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. entered into a
material agreement with ZNI Katowice (the main Principal: PKP PLK S.A.) pertaining to the execution of
construction work under the task entitled: “Rebuilding and modernization of the E-30/CE-30 rail line,
section Legnica to Wrocław to Opole, Miękinia station, tracks 1 and 2”. Net value of the contract: PLN
11,818,000.
• On 20 May 2009, Trakcja Polska S.A. entered into an agreement with PKP Szybka Kolej Miejska w
Trójmieście Sp. z o.o. to perform the contract entitled: "Execution of construction work with respect to
the extension, modernization and renovation of the SKM platform, platform access routes, track system
and the traction grid at the Sopot station".
Net value of the contract: PLN 11,177,005.
• On 16 October 2009, Trakcja Polska S.A. entered into a sub-contractor agreement with TCHAS Polska
Sp. z o.o. to build a tunnel at the Ciechanów station under the project co-funded by the European Union
entitled: "Modernization of the railway line no. E 65/CE 65 section Warszawa - Gdynia - LCS
Ciechanów Area".
Net value of the agreement is PLN 8.236,118.20
• On 16 October 2009, Trakcja Polska S.A. entered into a delivery agreement with TCHAS Polska Sp. z
o.o. under the project co-funded by the European Union entitled: "Modernization of the railway line no.
E 65/CE 65 section Warszawa - Gdynia - LCS Ciechanów Area".
• On 16 October 2009, Trakcja Polska S.A. entered into an agreement with TCHAS Polska Sp. z o.o. to
provide specialized single-discipline services to the Contractor under the project co-funded by the
European Union entitled: "Modernization of the railway line no. E 65/CE 65 section Warszawa - Gdynia
- LCS Ciechanów Area".
Net value of the contract: PLN 15,359,629.32
• On 10 November 2009, Trakcja Polska S.A. entered into a sub-contractor agreement with Zakłady
Usług Energetycznych i Komunikacyjnych Grupa ZUE S.A.: The subject matter of the agreement is the
execution of single-discipline works in the area of energy supply on the Świercze-Gąsocin route under
the project co-funded by the European Union entitled: "Modernization of the railway line no. E 65/CE 65
section Warszawa - Gdynia - LCS Ciechanów Area".
Net value of the contract: PLN 21.257,339.02. This value was reduced by the annex of 26 November
2009 down to PLN 5,609,996.04,
• On 10 November 2009, Trakcja Polska S.A. entered into a cooperation agreement with Zakłady Usług
Energetycznych i Komunikacyjnych Grupa ZUE S.A.: The subject matter of the agreement is the
performance of single-discipline,
specialized services for the contractor during the performance of its tasks under the Main Contract. The
agreement was concluded under the project co-funded by the European Union: "Modernization of the
railway line no. E 65/CE 65 section Warszawa - Gdynia - LCS Ciechanów Area".
F-74
•
•
•
•
•
On 10 November 2009, Trakcja Polska S.A. entered into a supply agreement with Zakłady Usług
Energetycznych i Komunikacyjnych Grupa ZUE S.A. The supply ensures full, timely and correct
performance of the Main Contract by the Recipient. The agreement was concluded under the project cofunded by the European Union: "Modernization of the railway line no. E 65/CE 65 section Warszawa Gdynia - LCS Ciechanów Area".
On 26 November 2009, Trakcja Polska S.A. entered into a supply agreement with Zakłady Usług
Energetycznych i Komunikacyjnych Grupa ZUE S.A. The supply ensures full, timely and correct
performance of the Main Contract by the Recipient. The agreement was concluded under the project
co-funded by the European Union: "Modernization of the railway line no. E 65/CE 65 section Warszawa
- Gdynia - LCS Ciechanów Area".
Net value of the contract: PLN 5.251,396.83.
On 26 November 2009, Trakcja Polska S.A. entered into a cooperation agreement with Zakłady Usług
Energetycznych i Komunikacyjnych Grupa ZUE S.A. The subject matter of the agreement is the
performance of single-discipline,
specialized services for the contractor during the performance of its tasks under the Main Contract. The
agreement was concluded under the project co-funded by the European Union: "Modernization of the
railway line no. E 65/CE 65 section Warszawa - Gdynia - LCS Ciechanów Area".
On 17 November 2009, Trakcja Polska S.A. entered into a sub-contractor agreement with
Przedsiębiorstwo Napraw i Infrastruktury Kolejowej w Krakowie Sp. z o.o. The subject matter of the
agreement is the execution of single-discipline works within the project co-funded by the European
Union entitled: "Modernization of the railway line no. E 65/CE 65 section Warszawa - Gdynia - LCS
Ciechanów Area". Net value of the contract: PLN 9,413,983.20
On 14 December 2009, Trakcja Polska S.A. entered into an agreement with KZA Przedsiębiorstwo
Automatyki i Telekomunikacji S.A. to develop a comprehensive detailed design documentation for the
target rail traffic control (SRK) devices with a documentation for conducting the work in phases, for the
existing and target devices and as-built documentation for the rail traffic control discipline under the
project co-funded by the European Union entitled: "Modernization of the railway line no. E 65/CE 65
section Warszawa - Gdynia - LCS Ciechanów Area".
Net value of the contract: PLN 37,000,000.
•
On 9 February 2009 a subsidiary of the Issuer, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych
S.A. seated in Wrocław entered into an agreement with Nordea Bank Polska S.A. seated in Gdynia, to
extend an investment facility in a foreign currency. The loan for EUR 5,913,761.00, representing the
equivalent of PLN 26,892,828.15 at the average NBP exchange rate on the date of entering into the
agreement, was extended for the period from 9 February 2009 until 7 February 2014. The loan was
incurred to finance 70% of the purchase of an RM 80-750 crushed rock ballast cleaner and four MFS
100 material transporters. The loan will be disbursed in two tranches: Tranche 1 of EUR 5,068,938,00
on 30 April 2009, while Tranche 2 in the amount of EUR 844,823.00. The loan is secured by the surety
extended by Trakcja Polska S.A. up to the amount of EUR 5,913,761.00, registered pledge on
machinery being the subject of investment by PRKiI S.A., statement of submitting to enforcement
following the procedure of art. 97 sec. 1 and 2 of the Banking Law Act of 29 August 1997.
•
On 12 May 2009, the Company's subsidiary, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych,
concluded forward currency transactions with BRE Bank S.A. to hedge against FX risk for the overall
notional amount of EUR 2,448,526,00.
•
On 13 May 2009, Trakcja Polska S.A. entered into a conditional agreement to sell 25.237,520 shares in
the capital of Eco-Wind Construction S.A. By the power of that agreement, Trakcja Polska S.A.
acquired the shares representing 38.55% of the share capital and votes at EWC's shareholder meeting.
The Company also signed an agreement under which the Issuer subscribed to 7,500,000 Series D
registered common shares numbered from 00000001 to 07500000 with a par value of PLN 1 each in
the increased share capital of EWC. The total value of shares acquired in EWC was PLN 32,737,520
and the price paid was PLN 32,737,520.
•
On 21 July 2009 a subsidiary, Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. with its
registered offices in Wrocław made the decision to enter the machinery financed by a loan, i.e. a RM
80-750 ballast undercutter cleaner and four MFS 100 material transporters in the register of liens kept
by the 7th Economic Division of the District Court in Wrocław.
The registered pledge constitutes collateral for the loan EUR 5,913,761 granted to PRKiI SA to buy
machinery.
The amount of the registered pledge: EUR 10,000,000
Events taking place after the balance sheet date
F-75
On 26 February 2009, Trakcja Polska S.A. entered into a construction work and general contracting
agreement with PRK 7 Nieruchomości Sp. z o.o. The subject matter of the agreement is the
performance of construction work involving construction of buildings with technical infrastructure and
design. Net value of the contract: PLN 41,563,000.
•
•
•
57.
On 26 January 2010, the Management Board of Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych
S.A., a subsidiary of Trakcja Polska S.A., voided the share certificates of minority shareholders and
released the shares acquired by minority shareholders to the Company. Pursuant to the Resolution and
the actual takeover of shares, the Company became the owner of 41,126 shares in PRKiI purchased for
the overall amount of PLN 1,945,671.06. As a result of the aforementioned event and the earlier PRKiI
share purchase transaction, the Company became the owner of 100% registered shares in
Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A. with registered offices in Wrocław, ul.
Kniaziewicza 19 and obtained 100% of votes at the Shareholder Meeting of PRKiI. The nominal value
per share is PLN 2.05, resulting in the total nominal value of PLN 2,628,417.75.
On 24 February 2010, the bid submitted by the Trakcja Polska Consortium composed of: Trakcja
Polska S.A., Przedsiębiorstwo Robót Kolejowych i InŜynieryjnych S.A., Przedsiębiorstwo Robót
Komunikacyjnych w Krakowie S.A., Tchas Sp. z o.o., Zakłady Usług Energetycznych i Komunikacyjnych
Grupa ZUE S.A., Przedsiębiorstwo Napraw i Utrzymania Infrastruktury Kolejowej w Krakowie Sp. z o.o.,
Zakład Robót Komunikacyjnych – DOM w Poznaniu Sp. z o.o. was selected as the best bid in the public
procurement order conducted by way of an unlimited tender to Perform construction work for the
comprehensive modernization of stations and routes in the area of LCS Działdowo under project POIiŚ
7.1-41 „Modernization of the E 65/C-E65 railway line section Warsaw – Gdynia – LCS Działdowo area”.
The net price offered by the Consortium was PLN 781,123,909.43. On 5 March 2010, Strabag S.A. filed
a protest in the matter of the selection of the best bid. On 15 March 2010, the protest was dismissed in
full.
On 15 March 2010, the bid submitted by the Consortium of: Przedsiębiorstwo Robót Kolejowych i
InŜynieryjnych S.A. and Przedsiębiorstwo Budownictwa Kolejowego i InŜynieryjnego „INFRAKOL” s.c.
was selected as the best bid in the proceeding pertaining to the public procurement order conducted by
way of an unlimited tender for: "Modernization of the railway line no. 358 between Zbąszynek and
Czerwieńsk, including the construction of a Pomorski-Przylep rail link bypassing the Czerwieńsk station
- Stage I".
The financial statements under high inflation conditions
The accumulated annual average inflation rate for the most recent three years for each period covered by these
consolidated financial statements did not exceed 100%, therefore it was not necessary to adjust the financial
statements by the price change ratio.
58.
Headcount
The average headcount in the Capital Group was as follows:
31.12.2009
31.12.2008
5
4
5
7
136
138
28
23
890
860
14
21
1,078
1,053
Administration
Sales department
Production division
Others
Total
59.
Assets and liabilities of the Company Social Benefit Fund (ZFŚS)
Pursuant to the Company Social Benefit Fund Act of 4 March 1994, as amended, the Company Social Benefit
Fund is established by the employers employing more than 20 employees on an FTE basis. The Group has
established such a fund and makes periodic charges in the statutory amount. The purpose of the Fund is to
subsidize the Group’s social activity, loans granted to its employees and other social costs. The Group has
F-76
compensated the Fund’s assets with its liabilities towards the Fund because these assets are not the Group’s
separate assets.
The table below presents an analysis of assets, liabilities and costs and the net balance of the Fund’s
compensated assets and liabilities:
Loans granted to employees
Cash
Fund’s liabilities
Balance after compensation
Charges to the Fund during the reporting period
60.
31.12.2009
1,168
274
-1,440
2
31.12.2008
1,046
158
-1,257
-53
1,176
1,232
Information about the entity acting as the chartered auditor.
The entity authorized to audit the Company’s standalone financial statements is BDO Sp. z o.o. seated in
Warsaw at ul. Postępu 12.
On 29 July 2009, the Company concluded an agreement with BDO Sp. z o.o. to:
Review the semi-annual standalone financial statements drawn up as at 30 June 2009 in compliance
with International Accounting Standards
Audit the annual standalone financial statements drawn up as at 31 December 2009 in compliance with
International Accounting Standards
Moreover, other Group companies (PRKiI S.A., PRK 7 Nieruchomości Sp. z o.o.) concluded agreements with the
aforementioned auditor to review their semi-annual and audit their annual financial statements.
The remuneration for the audit and review of the statements and for other services is presented in the table
below.
12 months
ended 31
December
2009
12 months
ended 31
December
2008
- for auditing standalone and consolidated statements for the given financial year
268
309
- for reviewing standalone and consolidated statements for the given financial year
162
187
-
-
50
71
480
567
Total net fee, due or paid:
- for tax consulting services
- for other considerations than reviewing and auditing standalone and consolidated
statements for the given financial year and tax consulting services
Total
F-77
Management Board of Trakcja Polska S.A.
Maciej Radziwiłł
Tadeusz Bogdan
Tadeusz Kałdonek
Dariusz Mańkowski
Person preparing the financial statements:
ElŜbieta Okuła
Chief Accountant
F-78
Schedule to the annual consolidated financial statements
A list of contingent receivables and contingent liabilities of the Trakcja Polska Capital Group as at 31 December
2009 is provided below as a supplement to the data presented in note number 52 of the notes and explanations to
the annual consolidated financial statements.
Guarantees and sureties given
Trakcja Polska S.A.
Guarantee
amount
Beneficiary
Currency
Subject matter of guarantee
Issuance
date
Guarantee
date
Insurer
Allianz
PRK in Kraków
57
PLN
Removal of flaws and defects
01.01.2006
31.12.2009
PKP PLK S.A.
201
EUR
01.01.2009
28.01.2010
Allianz
PKP PLK S.A.
1,993
PLN
Due performance of work
14.03.2007
20.03.2010
Allianz
PKP PLK S.A.
5,597
PLN
01.08.2008
31.12.2009
PTU SA
448
PLN
Due performance of work and
removal of defects
26.11.2007
31.12.2009
Allianz
53
PLN
19.07.2008
31.12.2009
Allianz
PKP Energetyka
PKP PLK S.A.
PKP PLK S.A.
49
PLN
29.07.2008
31.12.2009
Allianz
PKP PLK S.A.
8,489
EUR
17.06.2008
25.08.2010
Allianz
PKP PLK S.A.
131
PLN
15.12.2008
14.01.2013
PZU
PKP PLK S.A.
1,402
EUR
Return of advance payment
19.11.2008
28.02.2010
Bank Handlowy
PKP PLK S.A.
600
PLN
Bid deposit
25.08.2009
23.03.2010
Warta
Polimex-Mostostal S.A.
449
PLN
28.07.2008
07.03.2010
Allianz
PKP Szybka Kolej Miejska
681
PLN
20.05.2009
18.06.2010
Allianz
Roads and Greenery Authority in
Gdańsk
137
PLN
21.07.2006
05.08.2011
Generali
Gdańsk Township
180
PLN
16.10.2007
31.10.2010
Generali
PKP Intercity S.A.
1,209
PLN
21.05.2009
20.05.2011
Gerling
PKP Intercity S.A.
770
PLN
21.05.2009
20.05.2011
Gerling
PKP PLK S.A.
2,195
PLN
15.11.2009
14.11.2012
Gerling
PKP PLK S.A.
1,265
EUR
Return of retained funds
06.11.2009
15.01.2010
BPH
PKP PLK S.A.
786
EUR
06.11.2009
15.01.2010
BPH
PKP PLK S.A.
2,322
PLN
16.04.2009
30.11.2012
Gerling
PKP PLK S.A.
19,000
PLN
Bid deposit
27.11.2009
11.03.2010
Warta
56
EUR
Timely payment
01.12.2009
01.12.2010
BPH
153
EUR
09.10.2009
09.10.2010
BPH
15,000
PLN
Bid deposit
18.12.2009
19.03.2010
Euler Hermes
Currency
Subject matter of surety
Issuance
date
Guarantee
date
Insurer
Złote Tarasy Tower Sp. z o.o.
PKP PLK S.A.
PKP PLK S.A.
Total PLN thous.
50,871
Total EUR thous.
12,352
Total EUR thous. converted into
PLN
50,744
Total PLN thous.
101,615
Mutual sureties
Surety
amount
Beneficiary
PRKiI
669
PLN
17.01.2007
31.01.2012
Gerling
PRKiI
68
PLN
02.02.2007
17.02.2012
Gerling
PRKiI
10
PLN
13.01.2007
27.01.2011
Gerling
PRKiI
5,914
EUR
Investment loan agreement
13.03.2009
07.02.2014
Nordea Bank Polska
S.A.
Issuance
date
Guarantee
date
Insurer
01.06.2005
14.02.2011
GERLING
13.07.2005
31.01.2012
GERLING
25.08.2005
10.04.2012
PZU S.A.
Total PLN thous.
747
Total EUR thous.
5,914
PLN
24,296
Total PLN thous.
25,043
PRKiI S.A.
Beneficiary
PKP PLK
ZDIK Wrocław
ZDIK Wrocław
Guarantee
amount
382
669
969
Currency
PLN
PLN
PLN
Good contractual performance and
removal of flaws and defects
F-79
PKP PLK
73
PNI Sp. z .o.o, ZNI Radom
PKP PLK
23
92
PKP PLK
442
Bombardier Katowice
PKP PLK
8
98
PKP PLK
11
ZDIK Wrocław
68
PKP PLK
10
PKP PLK
123
PKP PLK
208
PKP PLK
915
PKP PLK
135
SKANSKA S.A.OBK
213
PNI Sp.z. o.o. ZNI Kce
PKP PLK
45
77
PKP PLK
252
PKP PLK
595
SKANSKA S.A.OBK
3
PKP PLK
2,596
PKP PLK
2,353
INTERCOR PTU Zawiercie
PKP PLK
18
10,201
PKP PLK
76
PKP PLK
92
PRZEDS. NAPRAW INFRASTR WWA
PRZEDS. NAPRAW INFRASTR WWA
PKP PLK
295
426
PLN
PLN
EUR
PLN
PLN
PLN
PLN
PLN
PLN
EUR
EUR
EUR
PLN
PLN
PLN
PLN
EUR
PLN
PLN
PLN
PLN
PLN
PLN
PLN
PLN
PLN
PLN
23.12.2005
15.12.2010
PZU S.A.
23.01.2006
15.12.2010
PZU S.A.
20.02.2006
25.01.2010
PZU S.A.
26.03.2006
15.03.2012
ERGO HESTIA
10.04.2006
14.11.2010
ERGO HESTIA
05.05.2006
15.01.2010
ERGO HESTIA
06.06.2006
31.12.2009
PZU S.A.
02.11.2006
17.02.2012
GERLING
07.11.2006
27.01.2011
GERLING
16.09.2010
12.02.2011
GERLING
29.03.2007
30.06.2012
PZU S.A.
20.06.2007
12.02.2011
ERGO HESTIA
14.07.2007
14.01.2012
ERGO HESTIA
13.09.2007
31.01.2012
ERGO HESTIA
17.10.2007
30.05.2011
ERGO HESTIA
07.03.2008
14.06.2013
ERGO HESTIA
16.04.2008
02.12.2010
PZU S.A.
25.06.2008
12.01.2012
PZU S.A.
16.07.2008
13.02.2012
PZU S.A.
12.11.2008
30.12.2012
Euler HERMES
19.11.2008
20.06.2013
PZU S.A.
05.02.2009
13.09.2013
PZU S.A.
06.03.2009
24.10.2014
ERGO HESTIA
24.02.2009
15.10.2010
ERGO HESTIA
16.04.2009
15.01.2014
PZU S.A.
04.08.2009
04.04.2014
Euler HERMES
04.08.2009
04.04.2014
Euler HERMES
18.09.2009
01.08.2013
PZU S.A.
877
PLN
25.10.2009
31.03.2010
GERLING
PKP PLK
500
PLN
Bid deposit
08.10.2009
20.01.2010
ALLIANZ
PKP PLK
570
PLN
Bid deposit
29.12.2009
08.03.2010
ERGO HESTIA
PKP PLK
430
PLN
Bid deposit
11.12.2009
22.03.2010
ERGO HESTIA
330
PLN
Bid deposit
16.12.2009
16.02.2010
ERGO HESTIA
2,500
PLN
Bid deposit
31.12.2009
22.03.2010
ALLIANZ
Bid deposit
30.12.2009
30.03.2010
Euler HERMES
70
PKP PLK
PKP PLK
PKP PLK/OR POZNAŃ
PKP PLK/OR POZNAŃ
PLN
1,500
PLN
ZDIK Wrocław
75
PLN
28.08.2007
15.12.2012
PZU S.A.
PKP PLK
60
PLN
Bid deposit
21.10.2009
19.02.2010
INTERRISK
PKP PLK
150
PLN
Bid deposit
21.10.2009
19.02.2010
INTERRISK
60
PLN
Bid deposit
21.10.2009
19.02.2010
INTERRISK
5
PLN
04.11.2009
19.11.2013
INTERRISK
PKP PLK
SKANSKA S.A.
Total PLN thous.
27,005
Total EUR thous.
1,590
PLN
6,533
Total PLN thous.
33,538
Bills of exchange
Trakcja Polska S.A.
Beneficiary
Guarantee
amount
Currency
Issuance
date
Guarantee
date
PLN 400
Timely payment
03.10.2002
ORLEN S.A.
PLN 20
Timely payment
06.03.2003
Allianz
PRK Kraków
Allianz
PLN 57
01.09.2005
31.12.2009
EUR 201
01.01.2009
28.01.2010
Elektroskandia SA
F-80
Insurer
Allianz
PLN 1,993
14.03.2007
20.03.2010
Allianz
PLN 674
14.03.2007
20.03.2010
PLN 448
Allianz
26.11.2007
31.12.2009
PLN 5,597
01.08.2008
31.07.2009
Allianz
PLN 53
19.07.2008
31.12.2009
Allianz
PLN 49
29.07.2008
31.12.2009
Warta
PLN 600
Bid deposit
25.08.2009
23.03.2010
Cemex Polska Sp. z o.o.
PLN 150
Payment security
25.10.2006
31.12.2009
BRE Leasing
PLN 122
Payment security
05.10.2007
31.10.2010
PLN 783
24.06.2006
23.06.2011
Allianz
PLN 449
28.07.2008
07.03.2010
Allianz
PLN 681
20.05.2009
18.06.2010
Gerling
PLN 2,194
15.11.2009
14.11.2012
Gerling
PLN 1,209
21.05.2009
20.05.2011
Gerling
PLN 770
21.05.2009
20.05.2011
Gerling
PLN 2,322
16.04.2009
30.11.2012
PERI Polska Sp. z o.o.
PLN 3,000
Timely payment
25.11.2009
31.12.2011
16.10.2007
31.10.2010
PTU
PLN 180
Generali
Warta
PLN 19,000
Bid deposit
27.11.2009
11.03.2010
Euler Hermes
PLN 15,000
Bid deposit
18.12.2009
19.03.2010
EUR 8,489
Allianz
PLN 131
PZU
17.06.2008
25.08.2010
15.12.2008
14.01.2013
PLN 63,897
EUR 201
PLN 825
PLN 64,722
Total PLN thous.
Total EUR thous.
Total EUR thous. converted into PLN
Total PLN thous.
PRKiI S.A.
Beneficiary
BRE Bank
Guarantee
amount
in thous.
Currency
Secured performance
Guarantee
date
6,000
PLN
Security of a loan agreement
22.10.2010
BRE LEASING
697
PLN
LEASING contract no. PRKIL/WR/59482/2008
30.09.2012
BRE LEASING
196
PLN
LEASING contract no. PRKIL/WR/81256/2009
26.05.2011
NORDEA BANK
52
PLN
LEASING contract no. 2008/WA/030/02/0
29.02.2012
NORDEA BANK
106
PLN
31.03.2012
NORDEA BANK
170
PLN
31.03.2012
NORDEA BANK
52
PLN
30.04.2012
NORDEA BANK
91
PLN
30.04.2012
NORDEA BANK
81
PLN
31.05.2012
NORDEA BANK
11
PLN
31.07.2012
EULER HERMES
2,596
PLN
good contract performance and defect removal guarantee
15.02.2015
EULER HERMES
295
PLN
04.04.2014
EULER HERMES
426
PLN
04.04.2014
EULER HERMES
15,000
PLN
Bid deposit
30.03.2010
HESTIA
442
PLN
flaw and defect removal guarantee
11.08.2012
HESTIA
8
PLN
14.11.2010
HESTIA
98
PLN
15.01.2010
HESTIA
915
EUR
12.02.2011
HESTIA
135
PLN
14.01.2012
HESTIA
213
PLN
good contract performance guarantee
30.01.2012
HESTIA
45
PLN
30.05.2011
HESTIA
77
PLN
14.06.2013
HESTIA
10,201
PLN
24.10.2014
HESTIA
76
PLN
15.10.2010
HESTIA
570
PLN
Bid deposit
08.03.2010
HESTIA
430
PLN
Bid deposit
22.03.2010
HESTIA
330
PLN
Bid deposit
16.02.2010
GERLING
877
PLN
31.03.2010
GERLING
382
PLN
14.02.2011
GERLING
669
PLN
31.01.2012
GERLING
68
PLN
17.02.2012
GERLING
10
PLN
27.01.2011
F-81
GERLING
123
EUR
12.02.2011
PZU
969
PLN
10.04.2012
PZU
73
PLN
15.12.2010
PZU
23
PLN
15.12.2010
PZU
92
EUR
25.01.2010
PZU
208
EUR
16.06.2012
PZU
252
PLN
02.12.2010
PZU
11
PLN
31.12.2009
PZU
18
PLN
13.09.2013
PZU
92
PLN
15.01.2014
PZU
70
PLN
01.08.2013
PZU
595
PLN
12.01.2013
ALLIANZ
500
PLN
Bid deposit
20.01.2010
ALLIANZ
2,500
PLN
Bid deposit
22.03.2010
TRAKCJA POLSKA S.A.
1,331
PLN
good contract performance guarantee
14.11.2012
Total PLN thous.
48,941
Total EUR thous
15902
Total EUR thous. converted
into PLN
6,533
Total PLN
55,474
Management Board of Trakcja Polska S.A.
Maciej Radziwiłł
Tadeusz Bogdan
Tadeusz Kałdonek
Dariusz Mańkowski
Person preparing the financial statements:
ElŜbieta Okuła
Chief Accountant
F-82

ang-Sprawozdanie Zarządu z działalności Grupy

Transcription

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