Annual report for 2013

Transcription

Apator S.A.
Opinion and Report of the Independent Statutory Auditor
Fiscal Year ended December 31, 2013
Opinion contains 3 pages.
Report supplementing the opinion contains 9 pages
Opinion of the statutory auditor and report supplementing the opinion on
the audit of the separate financial statement for the year ended December
31, 2013
OPINION OF THE INDEPENDENT STATUTORY AUDITOR
For the General Meeting of Apator S.A.
Opinion on the separate financial statement
We have audited the attached separate financial statement of the Apator SA, with the registered office
in Toruń, ul. Gdańska 4A, room C4 (“Company”), which comprise the separate statement of financial
position prepared as of December 31, 2013 and the separate statement of comprehensive income,
separate statement of changes in equity and the separate statement of cash flows for the fiscal year
then ended and the notes to the financial statement comprising of a summary of significant accounting
principles and the other explanatory information.
Responsibility of the Management and the Supervisory Board
The Management Board of the Company is responsible for accuracy of the accounting records, and the
preparation and fair presentation of this separate financial statement pursuant to the International
Financial Reporting Standards as adopted by the European Union and other applicable regulations and
for preparation the Management Report. The Management Board is also responsible for internal
control as management deems it necessary to enable the preparation of the financial statements that are
free of material misstatements, whether due to fraud or error.
Pursuant to the Accounting Act of September 29, 1994 (Dz. U. U. 2009 No. 152, item 1223 as
amended) (“Accounting Act”) the Management Board of the Company and the members of the
Supervisory Board are required to ensure that the financial statement and the management report are in
compliance with the requirements set forth in the Accounting Act.
Responsibility of the Statutory Auditor
Our responsibility is, based on the audit, is to express an opinion on these separate financial statements
and whether the financial statements are derived from properly maintained accounting records. The
audit of the financial statement was conducted pursuant to provisions of the chapter 7 of the
Accounting Act, national financial reporting standards issued by the National Board of Statutory
Auditors in Poland and International Financial Reporting Standards. Those regulations require that we
comply with ethical requirements and to plan and perform the audit to obtain the reasonable assurance
about whether that the financial statement and accounting records from which they derived are free of
material misstatements.
The audit involves performing procedures to obtain audit evidence about amounts and disclosures in
the financial statements. The procedures selected depend on our judgment, including the assessment of
the risk of material misstatement of the financial statement whether due to fraud or error. In making
those risk assessment, we consider the internal control relevant to the entity’s preparation and fair
presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating appropriateness of accounting principles used and
the reasonableness of accounting estimates made by management, as well as evaluating the overall
financial statement presentation.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
OPINION
In our opinion the attached separate financial statements of Apator S.A. have been prepared and
present fairly, in all material respects, the financial position of the Company as of December 31, 2012,
the results of its operations and its cash flows for the fiscal year ending this day in conformity with the
International Financial Reporting Standards as adopted by the European Union, are compliant with all
regulations and provisions of the Articles of Association that apply to the separate financial statement
and have been prepared from accounting records, that, in all material respects, have been properly
maintained.
Special explanations on other law requirements and regulations
Management Report of the Company
As required under the Accounting Act, we also report that the Management Report of the Company
includes the information required by Art. 49 of the Accounting Act and of the Ordinance of the
Minister of Finances dated 19 February 2009 on the current and periodic information provided by the
issuers of securities and conditions of considering as equal the information required by the legal
provisions of the non-member country (Dz. U. 2009 No. 33, item 259 as amended) in all material
respects and the information is compliant with the information contained in the separate financial
statements.
On behalf of KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. ,
Registration No. 3546
ul. Chłodna 51
00-867 Warszawa
Rafał Wiza
Marek Gajdziński
Key Statutory Auditor
Statutory auditor
Register No. 11995
Register No. 90061
Limited Partner, Proxy
Poznań, April 23, 2014
FINANCIAL STATEMENTS
Apator S.A.
Report supplementing the opinion on the audit of the financial statement
Year ending December 31, 2013
Report supplementing the opinion contains 9 pages
Report supplementing the opinion on the audit of the separate financial statement for the year
ending on December 31, 2013
Apator S.A.,
ending December 31, 2012.
Table of contents
1.
General
1.1.
General information about the Company
1.1.1.
Company’s name
1.1.2.
Registered office
1.1.3.
Registration in the National Court Register
1.1.4.
Management of the entity
1.2.
Information about the statutory auditor and entity authorized to audit financial
statements
1.2.1.
Information about the statutory auditor
1.2.2.
Information about the authorized entity
1.3.
Information about the separate financial statement for the previous fiscal year
1.4.
Scope of activities and responsibilities
3
3
3
3
3
3
2.
2.1.
2.1.1.
2.1.2.
2.2.
Financial analysis of the Company
General analysis of the separate financial statement
Separate statement of financial position
Separate statement of profit and loss and comprehensive income
Selected financial ratios
6
6
6
7
8
3.
3.1.
3.2.
3.3.
Detailed report
Accounting principles
Additional notes to the separate financial statement
Management Report of the Company
9
9
9
9
3
3
3
4
4
Apator S.A.,
1. General part
1.1. Information about the Company
1.1.1. Name of the Company
Apator S.A.
1.1.2. Registered office
ul. Gdańska 4A, room C4
87-100 Toruń
1.1.3. Registration of the company in the National Court Register
Registering Court:
National Court Register
Register No.:
Share capital
as of the end of the period:
District Court in Toruń, 7th Commercial Division of the
Date: October 24, 2001
KRS 0000056456
PLN 3 310 702.80
1.1.4. Management of the Entity
The position of the manager of the entity is held by the Management Board of the Company
The Management Board of the Company as of December 31, 2012 consisted of:
• Mr Andrzej Szostak - President of the Management Board
• Mr Tomasz Habryka- Member of the Management Board
• Mr Jerzy Kuś
- Member of the Management Board
As of June 24, 2013 Mr Janusz Niedźwiecki resigned from its position in the Management
Board.
Under the resolution adopted October 23, 2012 the position of the President of the
Management Board is held by Mr Andrzej Szostak on June 25, 2013
1.2. Information about the statutory auditor and entity authorized to audit financial
statements
1.2.1. Information about the statutory auditor
Name and surname:
Register No.:
Rafał Wiza
11995
1.2.2. Information about the authorized entity
KPMG Spółka z ograniczoną odpowiedzialnością
Sp.k.
Registered office:
ul. Chłodna 51, 00-867 Warszawa
Register No.:
KRS 0000339379
Registering Court:
District Court for the capital city of Warsaw in Warsaw
12th Commercial Division of the National Court Register, NIP
[Tax Identification Number]: 527-26-15-362
Company:
Apator S.A.,
KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. is entered into the list of the
entities authorized to audit the financial statements kept by the National Chamber of Statutory
Auditors with the number 3546.
1.3. Information about the separate financial statement for the previous fiscal year
The separate financial statement of the parent entity for the fiscal year ending December 31,
2011 was audited by KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k., the entity
authorized to audit financial statements and obtained the opinion without any reservations.
The separate financial statement was approved by the General Meeting on June 18, 2012, which
stated that the profit for the previous fiscal year in the amount of PLN 37 731 552.16 was
divided as follows:
• Dividend- PLN 46 349 839.20
• Supplementary capital – PLN 23 993 976.98
The separate financial statement has been submitted to the Registering Court on June 28, 2013.
1.4. Scope of activities and responsibilities
This report was prepared for the General Meeting of Apator S.A., seated in Toruń, ul. Gdańska
4A, room C4 and refers to the financial statement, which consists of the separate statement of
financial position prepared as of December 31, 2013 and the separate statement of
comprehensive income, separate statement of changes in equity and the separate statement of
cash flows for the fiscal year ending this day and the additional notes on the accepted accounting
principles and the other explanatory notes.
The audited entity prepares the separate financial statement pursuant to the International
Financial Reporting Standards, which were approved by the European Union based on
resolution of the Extraordinary General Meeting of Shareholders of December 20, 2004.
The audit of the separate financial statement was conducted pursuant to the agreement of April
6, 2012 concluded under Resolution of the Supervisory Board of January 23, 2012 referring to
the selection of the entity authorized to audit the financial statement.
The audit of the separate financial statement was carried our pursuant the provisions of the
chapter 7 of the Accounting Act of September 29, 1994 (Dz. U. of 2009 No. 152, item 1223 as
amended) (“Accounting Act”), National Financial Reporting Standards issued by the National
Chamber of Statutory Auditors and International Financial Reporting Standards.
The audit of the separate financial statement was conducted in the Company in the period from
February 24 to March 7, 20143.
The Management Board of the Company is responsible for accuracy of the accounting books, for
preparing and reliable presentation of the separate financial statement pursuant to the
International Financial Reporting Standards, which were adopted by the European Union and
other applicable regulations and for preparation the Management Report.
Our task was, basing on carried audit, to express the opinion and to prepare the supplementing
report on this separate financial statement and the correctness of the accounting books being a
base for it.
Apator S.A.,
The Management Board of the Company on the date of issue of this report submitted the
statement on fairness ad clearness of the separate financial statement presented to be audited and
on lack of occurrence of the events not disclosed in the separate financial statement affecting
significantly the data presented in the separate financial statement for the audited year.
During the audit of the separate financial statement the Management Board submitted all the
required statements, explanations and information and provided us with all documents and
information necessary to issue the opinion and to prepare the report.
The scope of planned and executed works was not limited in any manner. The scope and manner
of the audit result from the prepared working documents, which are held in the registered office
of the authorized entity.
The Key Statutory Auditor and the entity authorized meet the requirement of being independent
of the audited Company in the meaning of Art. 56 sec. 3 and 4 of the Act of May 7, 2009 on the
on Statutory Auditors, Their Self-Governing Organisation, and Entities Authorised to Audit
Financial Statements and on Public Oversight (Dz. U. of 2009, No. 77 item 649 as amended).
Apator S.A.,
2. Financial analysis of the Company
2.1. General analysis of the separate financial statement
2.1.1. Separate statement of financial position
ASSETS
Non-current assets
Intangible assets
Property, Plant and Equipment
Investment property
Other long-term financial assets
Granted long-term loans
Long- term receivables
Deferred tax assets
Total non-current assets
Current assets
Inventories
Trade receivables
Receivables due to corporate income tax
Receivables due to other taxes, subsidies,
customs and social insurances
Other current receivables
Other short-term financial assets
Granted short-term loans
Cash and cash equivalents
Short-term accrued and deferred assets
Total current assets
TOTAL ASSETS
31.12.2013
% 31.12.2012
PLN‘000 assets
PLN’000 assets
4 290
71 942
1 320
121 884
1.6
26.3
0.5
44.5
41
21 151
220 628
0.0
7.7
80.6
19 458
28 299
1 141
697
932
778
85
1 354
630
53 374
274 002
%
3 057
69 272
1 303
126 380
83
943
20 455
221 493
1.1
25.3
0.5
46.2
0.0
0.3
7.5
80.9
7.1
10.3
0.4
18 898
25 675
6.9
9.4
-
0.3
0.3
0.3
0.0
0.5
0.2
19.4
100.0
1 666
415
131
214
4 566
741
52 306
273 799
0.6
0.2
0.0
0.1
1.7
0.3
19.1
100.0
Apator S.A.,
LIABILITIES
Equity
Share capital
Other capitals
Capital from revaluation of defined benefit plans
Capital from measurement of hedging
transactions
Undivided financial result
Total equity
Liabilities
Long-term liabilities
Provision for liabilities due to employee benefits
Total long-term liabilities
Short-term borrowings
Trade liabilities
Liabilities due to corporate income tax
Liabilities due taxes, customs and social
insurances
Other short-term liabilities
Short-term provisions for liabilities due to
employee benefits
Other short-term provisions
Total short-term liabilities
Total liabilities
TOTAL LIABILITIES AND EQUITY
31.12.2013
%
PLN‘000 assets
31.12.2012
%
PLN’000 assets
3311
162 305
(170)
349
1.2
59.2
0.0
0.1
3311
138311
(49)
359
1.2
50.5
0.0
0.1
41 417
207 212
15.1
75.6
57 150
199 082
20.9
72.7
1 423
0.5
1 024
0.3
4 606
6 029
35 702
14 350
1.7
2.2
13.1
5.2
4 585
5 609
35 358
13 092
1.8
2.1
12.9
4.8
4 009
1.5
2 505
5 215
0.9
1.9
2 069
11 545
0.8
4.2
2 366
623
60 761
66 790
274 002
0.9
0.2
22.2
24.4
100.0
2 459
575
69 108
74 717
273 799
0.9
0.2
25.2
27.3
100.0
Apator S.A.,
2.1.2. Separate statement of profit and loss and comprehensive income
Revenues
Cost of sales
Gross profit from sales
Distribution expenses
Administration expenses
Profit on sales
Other operating revenues
Profit from operating activities
Finance income
Finance cost
Net financial revenues
Profit before tax
Current income tax
Deferred income tax
Net loss for the fiscal year
OTHER COMPREHENSIVE INCOME
Profit on hedge accounting
Items to be reclassified to the profit of the year
Revaluation of provisions due to defined benefit
plan with tax effect
Net other comprehensive income for the fiscal
year
Total comprehensive income for the fiscal year
1.01.2013
%
% 1.01.2012
31.12.2013 Revenues 31.12.2013 Revenues
from sale *
from sale
PLN’000
PLN‘000
167 862
100.0 183411
100.0
(120 051)
71.5 (140 438)
76.6
47 811
28.5
42 973
23.4
(9 524)
5.7 (10 220)
5.6
(24 302)
14.4 (24 163)
13.1
13 985
8.3
8 590
4.7
785
0.5
19 674
10.7
14 770
8.8
28 264
15.4
38 198
22.7
29 260
16.0
(1 729)
1.0 (3 144)
1.7
36 469
21.7
26116
14.2
51239
30.5
54 380
29.7
(604)
0.4 (4 829)
2.6
665
0.5
20 842
11.4
51 300
30.6
70 393
38.4
(10)
0.0
1 819
1.0
(121)
0.1
(49)
0.0
(131)
0.1
7 770
1.0
51169
30.5
72163
39.3
Apator S.A.,
2.2. Selected financial ratios
1. Return on sales
Profit for the period x 100
revenues from sales
2. Return on equity
Profit for the period x 100%
equity- profit for the period
3. Debtor’s days
Average trade receivables x 365 days
revenues from sales
4. Debt ratio
Liabilities x 100%
equity and liabilities
5. Current ratio
current assets
current liabilities
2013
2012
2011
30.6%
38.4%
24.2%
32.9%
54.6%
29.6%
59 days
57 days
75 days
24.4%
27.3%
35.5%
0.9
0.8
1.0
Revenues from sales are comprised of revenues from sale of products, goods and
materials.
Average trade receivables represent the arithmetic average of trade receivables at the
beginning and at the end of the reporting period, excluding allowances for receivables.
Apator S.A.,
3. Detailed report
3.1. Accounting principles
The Company maintains current documentation describing the applied accounting principles
adopted by the Management Board of the Company to the extent required by Art. 10 of the
Accounting Act.
During the audit of the separate financial statement we tested, on a sample basis, of the
correctness of the accounting system operation.
On the basis of the work performed, we have not identified any material irregularities in the
accounting system, which has not been corrected and that could have a material impact on the
separate financial statement. Our audit was not conducted for the purpose of expressing a
comprehensive opinion on the operation of the accounting system.
The Company performed a physical inventory of the assets in accordance with the
requirements and time frame specified in Art. 26 of the Accounting Act and settled and
accounted for in the records.
3.2. Additional notes to the separate financial statement
All information included in the notes to the separate financial statement comprising of a
summary of significant accounting principles and other explanatory notes is, in all material
aspects, presented accurately and completely. This information should be read in conjunction
with the separate financial statements.
3.3. Management Report of the Company
The management report of the Company includes, in all material aspects, information required
by Art. 49 of the Accounting Act and of the Ordinance of the Minister of Finances dated 19
February 2009 on the current and periodic information provided by the issuers of securities
and conditions of considering as equal the information required by the legal provisions of the
non-member country (Dz. U. 2009 No. 33, item 259 as amended) and information is consistent
with the separate financial statement.
On behalf of KPMG Audyt Spółka z ograniczoną odpowiedzialnością
sp.k. Registration No. 3546
ul. Chłodna 51
00-867Warszawa
Rafał Wiza
Marek Gajdziński
Key Statutory Auditor
Statutory auditor
Reg. No. 11995
Registration No. 90061
Poznań, April 23, 2014
MANAGEMENT REPORT
Letter of the President of the Management Board
Dear Sirs, Dear Shareholders
I am very pleased to present you, personally and on behalf of the Management Board of
Apator SA, the Annual Report 2013. The year was full of events, which- in my opinion- will
significantly and positively influence on the market and financial standing of the Apator
Group in the following years.
The past year was designated to update the development strategy. The new strategy,
published in February, was created owing to engagement of all management and I would
like to thank you all for your contribution. Out new plan presents intensive and sustainable
growth in the professional energy sector with the particular attention to two segments:
measuring equipment and systems and grid automation. The integrated solutions including
IT systems and collaborating smart devices are the base of the plan. Owing to such definition
of development priorities, the Apator Group intends to keep the present growth dynamic
and provide the attractive profitability that will be reflected by the goodwill for its
Shareholders. Moreover, thanks to new approach, we intend to provide the deeper
integration of the companies belonging to the capital group.
The aforementioned business model would be difficult to be implemented, if Elkomtech SA
in Łódź was not acquired. This transaction significantly strengthen the Apator Group
position in the energy sectors and supplements our competences and allows us to develop in
compliance with new strategy definition.
The results of 2013 are the evidence that the Apator Group uses the opportunities and trends
of the market. The figures presented in this Report are similar to those of 2012. However, I
would like pay attention that comparing the exact figures in both periods, the last year
consolidated revenues from sales and consolidated financial results on all levels improved
significantly. In particular, our revenues from sales and profit for the year 2013 increased by
12% (PLN 660 M) and 23% (PLN 70 M) accordingly, in year on year approach. The attached
report contains the detailed description of adjustments and key factors affecting the financial
standing of the capital group.
Summarizing: we end the year 2013 with the satisfying result and new development strategy
supported by acquisition of Elkomtech SA.
We would like to take this opportunity to thank Mr Janusz Niedźwiecki, who held the
position of the Management Board of Apator SA for over 13 years, to June 24, 2013 and at
present is the chairman of the Supervisory Board. Without this person, the success achieved
by the Apator Group, would be impossible.
Yours faithfully
Andrzej Szostak
President of the Management Board
Apator S.A.
R-2013
1
Nazwa jednostki:
Apator SA
Okres objęty sprawozdaniem finansowym:
01.01.2013 – 31.12.2013
Poziom zaokrągleń:
wszystkie kwoty wyrażone są w tysiącach złotych polskich (o ile nie wskazano inaczej)
Waluta sprawozdawcza:
złoty polski (PLN)
Separate financial statement
R-2013
Separate annual financial statement
Strona 1
R-2013
2
Content
1.
General information ................................................................................................................................... 5
1.1. Information on the entity ............................................................................................................................. 5
1.2. Activity of the entity ..................................................................................................................................... 5
1.3. The makeup of the Executive Board and the Supervisory Board .............................................................. 5
2.
Information on the basis on preparation of financial statement, reporting currency and rounding applied.
................................................................................................................................................................... 6
2.1. The basis for preparation of separate financial statement ......................................................................... 6
2.2. Principles of International Financial Reporting Standards applied. ............................................................ 6
2.3. Reporting currency and the rounding level applied .................................................................................... 7
2.4. Duration of activity of the entity .................................................................................................................. 7
2.5. Approval of financial statement .................................................................................................................. 7
3.
Separate financial statement of Apator S.A. .............................................................................................. 8
3.1. Separate financial statement of financial situation ..................................................................................... 8
3.2. Separate financial statement of profit and loss account and other comprehensive income .................... 10
3.3. Separate financial statement of changes in equity ................................................................................... 12
3.4. Separate financial statement of cash flow ................................................................................................ 14
4.
Accounting principles applied .................................................................................................................. 16
4.1. Basis for preparation (general principles) ................................................................................................. 16
4.2. Detail principles for measurement of assets and liabilities ....................................................................... 16
4.2.1. Intangibles, cost of research and development ..................................................................................... 16
4.2.2. Tangible fixed assets ............................................................................................................................. 17
4.2.3. Investments and subsidiaries ................................................................................................................ 18
4.2.4. Leasing .................................................................................................................................................. 18
4.2.5. Investment property ............................................................................................................................... 18
4.2.6. Inventories ............................................................................................................................................. 18
4.2.7. Cost of external financing ...................................................................................................................... 19
4.2.8. Government subsidies ........................................................................................................................... 19
4.2.9. Trade receivables .................................................................................................................................. 19
4.2.10. Financial instruments ........................................................................................................................... 20
4.2.11. Bank loans ........................................................................................................................................... 21
4.2.12. Trade liabilities ..................................................................................................................................... 22
4.2.13. Provisions ............................................................................................................................................ 22
4.2.14. Revenues ............................................................................................................................................. 23
4.2.15. Transactions in foreign currencies....................................................................................................... 23
4.2.16. Taxes ................................................................................................................................................... 24
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 2
złoty polski (PLN)
R-2013
3
4.2.17. Zone relief resulting from activity in Special Economic Zone .............................................................. 24
4.2.18. Equities ................................................................................................................................................ 24
5.
Basic accounting judgements and bases for uncertainty estimation ....................................................... 25
6.
Information on seasonal sales ................................................................................................................. 25
7.
Explanatory notes to separate financial statement .................................................................................. 25
7.1. Operating segments ................................................................................................................................. 25
7.2. Intangibles ................................................................................................................................................ 25
7.3. Tangible fixed assets ................................................................................................................................ 27
7.4. Investment properties .............................................................................................................................. 31
7.5. Other financial assets ............................................................................................................................... 31
7.6. Inventories ................................................................................................................................................ 33
7.7. Trade receivables and other receivables ................................................................................................. 34
7.8. Borrowings granted................................................................................................................................... 36
7.9. Cash ......................................................................................................................................................... 37
7.10. Accruals and prepayments ..................................................................................................................... 37
7.11. Share capital ........................................................................................................................................... 37
7.12. Other capitals .......................................................................................................................................... 38
7.13. Loans and borrowings ............................................................................................................................ 39
7.14. Provisions for liabilities ........................................................................................................................... 41
7.15. Liabilities ................................................................................................................................................. 42
7.16. Income tax .............................................................................................................................................. 43
7.17. Costs by nature....................................................................................................................................... 47
7.18. Other operating revenues and costs are presented in the table. ........................................................... 47
7.19. Financial revenues and costs ................................................................................................................. 48
7.20. Explanations to cash flow statement ...................................................................................................... 50
7.21. Financial lease ........................................................................................................................................ 52
7.22. Future payments due to operating lease not included in the statement of financial position. ................ 53
7.23. Financial instruments .............................................................................................................................. 53
7.24. Financial derivatives,hedge accounting ................................................................................................. 56
7.25. Purposes and principles of financial risk management .......................................................................... 58
7.26. Information on related entities ................................................................................................................ 62
7.27. Contingent items and other ones not recognized in financial statement of financial position ................ 67
7.28. Structure of employment ........................................................................................................................ 67
The employment in Apator S.A. is presented in the table. .............................................................................. 67
7.29. Remuneration of entity entitled to audit financial statement ................................................................... 68
7.30. Subsides ................................................................................................................................................. 68
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 3
złoty polski (PLN)
R-2013
4
7.31. Amendments to accounting principles .................................................................................................... 69
7.32. Events that occurred after the end of reporting period. .......................................................................... 69
8.
Signatures ................................................................................................................................................ 71
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 4
złoty polski (PLN)
R-2013
5
1. General information
1.1. Information on the entity
APATOR Joint Stock Company with the headquarters in Toruń (ul.Gdańska 4a lok C4) was established by
the employees of former state owned company under the name of Zakłady Aparatury Elektrycznej Apator in
th
Toruń. The entity was registered at District Court in Toruń at V Economic Department on 14 January 1993
th
under registration number RHB 1364. On 24 October 2001 the entity was entered into Register of
Entrepreneurs at District Court in Toruń, VII Economic Department of National Register Court under number
of 0000056456. The entity runs business in the territory of Poland based on regulations of the Polish
Commercial Companies Code.
1.2. Activity of the entity
In accordance with the Statutes the main activity of the entity is manufacturing and service of electrical
distribution and control equipment and sales of metering equipment and systems. Shares of APATOR S.A.
are quoted on primary market – sector is according to Warsaw Stock Exchange in Warsaw classification
„electrical machines”.
1.3. The makeup of the Executive Board and the Supervisory Board
The Executive Board



th
Andrzej Szostak – President of Executive Board (since 25 June 2013 )
Tomasz Habryka – Member of Executive Board
Jerzy Kuś – Member of Executive Board
th
Till 24 June 2013 the President of Executive Board of Apator SA was Janusz Niedźwiecki, who is currently
the Chairman of the Supervisory Board.
The Supervisory Board






th
Janusz Niedźwiecki – Chairman of Supervisory Board (since 25 June 2013 )
Mariusz Lewicki – Deputy Chairman of Supervisory Board
th
Janusz Marzygliński – Member of Executive Board (Chairman of Supervisory Board till 24 June 2013)
Danuta Guzowska – Member of Executive Board
Krzysztof Kwiatkowski – Member of Executive Board
th
Marcin Murawski – Member of Executive Board (since 25 June 2013 )
th
Ryszard Wojnowski and Eryk Karski were the Members of Supervisory Board till 24 June 2013.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 5
złoty polski (PLN)
R-2013
6
2. Information on the basis on preparation of financial statement,
reporting currency and rounding applied.
2.1. The basis for preparation of separate financial statement
st
Separate annual financial statement of Apator SA as at the day and for the period ending on 31 December
2013 has been prepared in accordance with International Accounting Standards, International Finance
Reporting Standards and referred to them interpretations published in form of decrees of European
Commission.
The annual separate financial statement of Apator SA covers the year 2013 and it contains comparative data
for 2012.
2.2. Principles of International Financial Reporting Standards applied.
FIRST –TIME ADOPTED STANDARDS
Standards, amendments to binding standards and interpretations (accepted or being accepted by European
st
Union) being in force as at 1 January 2013:
– Amendments to IFRS 7 „Financial instruments: disclosure of information – Compensation of financial
st
assets and liabilities” – are applied for annual periods commencing on 1 January 2013 or later;
st
– IFRS 13 „Establishment of fair value” – are applied for annual periods commencing on 1 January 2013 or
later;
– Amendments to IAS 1 „Presentation of financial statements: presentation of items of other comprehensive
st
income” – are applied for annual periods commencing on 1 July 2012 or later;
– Amendments to IAS 12 „Taxes – Deferred income tax: Future performance of the elements in assets” –
st
are applied for annual periods commencing on 1 January 2013 or later;
– Amendments to IAS 19 edited in 2011 „Employee benefits” – are applied for annual periods commencing
st
on 1 January 2013 or later;
– annual amendments to International Financial Reporting Standards in the period 2009 – 2011 within
st
regular procedure for the introduction of amendments – are applied for annual periods commencing on 1
January 2013 or later;
Acceptance of the above standards and interpretations except for IAS 19 did not cause any significant
amendments to accounting policy of the Company and data presentation in financial statements. The effects
of amendments to IAS 19 have been described in point 7.31.
STANDARDS AND INTERPRETATIONS AWAITING THE APPROVAL BY EUROPEAN UNION
On the day of publication of present financial statement the following standards and interpretations are
awaiting the approval of European Union:
- Amendments to IFRS 9 published in 2009 and in 2010 „Financial instruments" – are applied for annual
periods commencing on 1st January 2015 or later;
- Amendments to IFRS 9 „Financial instruments" and IFRS 7 „Financial instruments: disclosure" – are
st
applied for annual periods commencing on 1 January 2015 or later;
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 6
złoty polski (PLN)
R-2013
7
The application of new standards will not have any significant influence on financial statement of the
Company.
STANDARDS AND INTERPRETATIONS NOT APPLIED IN HEREBY FINANCIAL STATEMENT
On the day of publication of hereby financial statement there are some standards and interpretations that
were approved but they have not come in force yet:
st
–IFRS 10 „Consolidated financial statement” – are applied for annual periods commencing on 1 January
2014 or later;
st
– IFRS 11 „Joint contractual arrangements” – are applied to annual periods commencing on 1 January
2014 or later;
– IFRS 12 „Disclosure of information on shares in other entities” – are applied for annual periods
st
commencing on 1 January 2014 or later;
– Amendments to IAS 27 published in 2011 „Separate financial statement” – are applied for annual periods
st
commencing on 1 January 2014 or later;
– Amendments to IAS 28 published in 2011 „Investments in associated entities and joint ventures „ are
st
applied for annual periods commencing on 1 January or later;
– Amendments to IAS 32 „Financial instruments: presentation – Compensation of financial assets and
st
liabilities” – are applied for annual periods commencing on 1 January 2014 or later;
– Amendments to IFRS 10, IFRS 11 and IFRS 12: „Consolidated financial statements”, „Joint contractual
arrangements”, „Disclosure of information on shares in other entities” – are applied for annual periods
commencing on 1st January 2014 or later;
– Amendments to IAS 36: „Loss in value of assets” – are applied for annual periods commencing on
st
1 January 2014 or later;
– Amendments to IAS 39: „Financial instruments: Recognition and measurement – Renewal of derivatives
st
and continuation of hedge accounting” – are applied for annual periods commencing on 1 January 2014 or
later;
The above amendments will not have any significant influence on financial statement.
2.3. Reporting currency and the rounding level applied
Polish zloty is the reporting currency in hereby separate financial statement and all amounts are quoted in
thousand Polish zloty (if not stated otherwise).
2.4. Duration of activity of the entity
Duration of the activity of Apator S.A. is indefinite.
Separate financial statement has been prepared assuming that the economy activity will be continued in
foreseeable future that is in 12 month period not shorter than since the end of reporting period.
2.5. Approval of financial statement
Present separate financial statement was approved and signed by the executive Board of the Company on
rd
23 April 2014.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 7
złoty polski (PLN)
R-2013
8
3. Separate financial statement of Apator S.A.
3.1. Separate financial statement of financial situation
DESCRIPTION
NOTE
Day
31.12.2013
Fixed assets
-
31.12.2012*
220 628
221 493
Intangible assets
7.2
4 290
3 057
Property,plant and equipment
7.3
71 942
69 272
Investment properties
7.4
1 320
1 303
7.5
121 884
126 380
121 601
125 863
283
517
-
83
-
83
41
943
41
943
7.16
21 151
20 455
-
53 374
52 306
Inventories
7.6
19 458
18 898
Trade receivables
7.7
28 299
25 675
3 093
1 946
25 206
23 729
- in related entities
- in other entities
Long-term borrowings granted
7.8
- to related entities
Long-term receivables
7.7
- from other entities
Deferred tax assets
Current assets
- from related entities
Current tax assets
7.7
1 141
-
Receivables due to other taxes (excluding income tax) and other similar
charges
7.7
697
1 666
Other short-term receivables
7.7
932
415
-
12
932
403
778
131
778
131
85
214
7.5
- in other entities
Short-term borrowings granted
7.8
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 8
złoty polski (PLN)
R-2013
9
85
214
Cash and cash equivalents
7.9
1 354
4 566
Short term prepayments
7.10
630
741
274 002
273 799
TOTAL ASSETS
-
*conversion pursuant to the note 7.31
DESCRIPTION
NOTE
Day
31.12.2013
Equity
-
31.12.2012*
207 212
199 082
Share capital
7.11
3 311
3 311
Other capitals
7.12
162 305
138 311
(170)
(49)
349
359
41 417
57 150
49
-
- result of current period
51 300
70 393
- write offs from the profit of current year
(9 932)
(13 243)
66 790
74 717
6 029
5 609
1 423
1 024
1 423
1 024
4 606
4 585
60 761
69 108
35 702
35 358
35 702
35 358
14 350
13 092
-towards related entities
2 709
2 893
- towards other entities
11 641
10 199
Reserve of remeasurement of defined benefit plan
Capital from evaluation of hedging transactions
Undistributed financial result
- undistributed result from previous years
Liabilities
-
Long-term liabilities and provisions
7.15
Long-term provisions for employee benefit liabilities
7.14
Short-term liabilities and provisions
Short-term loans and borrowings
7.13
Trade liabilities
7.15
Liabilities due to deferred tax
7.15
-
4 009
Liabilities due to other taxes (excluding income tax) and other similar
charges
7.15
2 505
2 069
7.15
5 215
11 546
85
212
- towards related entities
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 9
złoty polski (PLN)
R-2013
10
5 130
11 334
Short-term provisions for employee benefit liabilities
7.14
2 366
2 459
Other short-term provisions
7.14
623
575
274 002
273 799
TOTAL LIABILITIES
-
Conversion pursuant to the note 7.31
3.2. Separate financial statement of profit and loss account and other
comprehensive income
DESCRIPTION
NOTE
Sales revenues
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012*
7.1
167 862
183 411
154 594
151 346
28 100
28 206
126 494
123 140
13 268
32 065
2 117
6 421
11 151
25 644
(120 051)
(140 438)
(108 449)
(112 164)
(19 780)
(23 029)
- to other entities
(88 669)
(89 135)
Cost of goods and materials sold
(11 602)
(28 274)
(1 997)
(5 761)
- to other entities
(9 605)
(22 513)
47 811
42 973
(9 524)
(10 220)
(24 302)
(24 163)
13 985
8 590
785
19 674
Sales revenues of products and services
- to other entities
Sales revenues of goods and materials
- to other entities
Cost of goods sold
Cost of products and services sold
Gross profit on sale
Selling costs
Overheads
Profit on sales
Other operating revenues, including:
7.18
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 10
złoty polski (PLN)
R-2013
11
Revenues
1 746
23 698
Costs
(961)
(4 024)
14 770
28 264
36 469
26 116
Revenues
38 198
29 260
Costs
(1 729)
(3 144)
51 239
54 380
Profit from operating activity
Financial revenues, including:
7.19
Profit before tax
Current income tax
7.16
(604)
(4 829)
Deferred income tax
7.16
665
20 842
51 300
70 393
Net profit
DESCRIPTION
NOTE
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012*
Other comprehensive income
Other comprehensive net income
(131)
1 770
(10)
1 819
(121)
(49)
51 169
72 163
- basic
1,55
2,09
- diluted
1,55
2,09
33 107 028
33 669 870
Items that can be reclassified to financial result in the future:
- Result on hedge accounting with tax effect
Items that will not be reclassified to financial result in the future:
- Reserve of remeasurement of defined benefit plans with tax
effect
Comprehensive income in total
Net profit per ordinary share:
Weighted average number of shares
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 11
złoty polski (PLN)
R-2013
12
DESCRIPTION
NOTE
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012*
Profit on operating activity
Amortization and depreciation
EBITDA
14 770
28 264
8 943
7 192
23 713
35 456
3.3. Separate financial statement of changes in equity
DESCRIPTION
Share capital
Balance as at 01.01.2012
Other
capitals
3 511
Reserve of
remeasurements of
defined benefit
plans
Capital from
valuation of
hedging
transactions
Undistributed
financial result
TOTAL
EQUITY
125 410
-
(1 460)
37 731
165 192
Changes in equity in the period since 01.01.2012 till 31.12.2012
Comprehensive income:
- Distribution of the result for supplementary
capital
-
12 901
-
-
(12 901)
-
- Profit for the period since 01.01.2012 till
31.12.2012
-
-
-
-
70 393
70 393
-
-
-
1 819
-
1 819
-
-
(49)
-
-
(49)
Other comprehensive income in total
-
-
(49)
1 819
-
1 770
Comprehensive income recognized in the period
since 01.01.2012 till 31.12.2012
-
12 901
(49)
1 819
57 492
72 163
-
-
-
-
(24 830)
(24 830)
Other comprehensive income:
Items that can be reclassified to financial result
in the future:
- result on hedge accounting with tax effect
Items that will not be reclassified to financial
result in the future:
- Reserves of remeasurement of defined
benefit plans with tax effect
Transactions with shareholders recognized
directly in equity
Dividends
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 12
złoty polski (PLN)
R-2013
13
DESCRIPTION
Share capital
Other
capitals
Reserve of
remeasurements of
defined benefit
plans
Capital from
valuation of
hedging
transactions
Undistributed
financial result
TOTAL
EQUITY
Interim dividends paid
-
-
-
-
(13 243)
(13 243)
Purchase of own shares
-
(200)
-
-
-
(200)
Release of reserve capital
-
17 973
-
-
-
17 973
Release of reserve capital
-
(17 973)
-
-
-
(17 973)
Redemption of own shares
(200)
-
-
-
-
(200)
Redemption of own shares
-
200
-
-
-
200
3 311
138 311
(49)
359
57 150
199 082
Reserve of
reasurements of
defined benefit plans
Capital from
valuation of hedge
transactions
Undistributed
financial result
TOTAL EQUITY
138 311
(49)
359
57 150
199 082
DESCRIPTION
Share capital
Other
capitals
3 311
Changes in equity in the period since 01.01.2013 till 31.12.2013
Comprehensive income:
- Distribution of the result for supplementary
capital
-
23 994
-
-
(23 994)
-
- profit for the period since 01.01.2013 till
31.12.2013
-
-
-
-
51 300
51 300
-
-
-
(10)
-
(10)
-
-
(121)
-
-
(121)
Other comprehensive income in total
-
-
(121)
(10)
-
(131)
Comprehensive income recognized in the period
since 01.01.2013 till 31.12.2013
-
23 994
(121)
(10)
27 306
51 169
Other comprehensive income :
Items that can be reclassified to financial result
in the future:
- result on hedge accounting with tax effect
Items that will not be reclassified to financial
result in the future:
- Reserve of remeasurement of defined
benefit plans with tax effect
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 13
złoty polski (PLN)
R-2013
14
DESCRIPTION
Share capital
Other
capitals
Reserve of
reasurements of
defined benefit plans
Capital from
valuation of hedge
transactions
Undistributed
financial result
TOTAL EQUITY
Transactions with shareholders recognized
directly in equity
Dividends
-
-
-
-
(46 350)
(46 350)
Settlement of interim dividend from
previous year
-
-
-
-
13 243
13 243
Interim dividend paid
-
-
-
-
(9 932)
(9 932)
3 311
162 305
(170)
349
41 417
207 212
3.4. Separate financial statement of cash flow
DESCRIPTION
NOTE
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012
Cash flow from operating activity
Profit before tax
Adjustments:
51 239
54 380
(27 520)
(42 180)
Amortization of intangible assets
7.2
1 149
1 029
Depreciation of property, plant and equipment
7.3
7 794
6 163
(215)
(23 405)
(Profit) loss on sales of property, plant and equipment and intangible
assets
(Profit) loss on sales of financial assets available for sale
7.19
(255)
-
(Profit) loss from evaluation of investment properties at fair value
7.18
(160)
102
(Profit) loss due to change in fair value of derivatives
(441)
(613)
Cost of interest
1 463
2 354
(62)
(13)
(36 635)
(28 200)
(158)
403
23 719
12 200
(560)
3 391
Interest received
Dividends received
7.19
Other adjustments
Cash from operating activity before changes in current capital
Change in inventories
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 14
złoty polski (PLN)
R-2013
15
DESCRIPTION
NOTE
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012
Change in receivables
7.20
(1 323)
9 466
Change in liabilities
7.20
1 163
272
Change in provisions
7.20
(174)
933
110
(350)
22 935
25 912
(5 754)
(449)
17 181
25 463
(2 528)
(739)
(9 944)
(17 546)
598
27 177
(1)
-
Change in accruals and prepayments
Cash generated by operating activity
Income tax paid
Net cash from operating activity
Cash flow from investing activity
Outflows for the purchase of intangibles
Outflows for the purchase of tangible fixed assets
7.20
Inflows from sales of tangible fixed assets
Outflows for the purchase of financial assets available for sale
Inflows from the sales of shares in subsidiaries
7 764
-
Investments in subsidiaries
(3 247)
-
Borrowings granted
(3 000)
-
3 227
222
62
14
Dividends received
36 635
28 200
Other inflows (outflows )
(5 009)
(2 986)
Net cash from investing activity
24 557
34 342
5 000
26 150
Repayment of loans and borrowings
(4 638)
(41 000)
Interest paid
(1 420)
(2 273)
(43 050)
(38 059)
(782)
(116)
(60)
(21)
(44 950)
(55 319)
Repayments of borrowings received
Interest received
Cash flow from financing activity
Inflows from loans and borrowings taken
Dividends paid
Repayment of liabilities due to financial lease
Other inflows (outflows)
Net cash from financing activity
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 15
złoty polski (PLN)
-
R-2013
16
DESCRIPTION
NOTE
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012
Increase (decrease) of net cash and cash equivalents
(3 212)
4 486
Cash and cash equivalents at the beginning of the period
4 566
80
Cash and cash equivalents at the end of the period
1 354
4 566
4. Accounting principles applied
4.1. Basis for preparation (general principles)
Separate financial statement has been prepared pursuant to the concept of historical cost, except for
measurement of some fixed assets (investment properties) and financial instruments (derivatives)
that are measured at fair value.
The most significant accounting principles adopted by the entity were presented in points from 4.2.1
to 4.2.18.
Principles and policy of accounting presented below were adopted to all the periods presented in
financial statement by the Company. Some comparative data were reclassified in order to obtain the
conformity with presentation of current period (see Note 7.31).
4.2. Detail principles for measurement of assets and liabilities
4.2.1. Intangibles, cost of research and development
Intangibles are assets that meet the following criteria:
- they can be excluded or separated from the entity, sold, licensed or given for payment usage to third
persons both individually or with related to them contracts, elements of assets or liabilities or
- they are resulted from the contracts or other regulations regardless they are transferable or it is possible to
separate them from the entity or due to other reasons or liabilities.
Intangibles acquired in separate transaction are recognized is the statement of financial position at the
purchase price. After initial recognition, the intangibles are measured pursuant to purchase price or
manufacturing cost reduced by redemption and write downs due to decrease of the value.
The period of use of intangibles depending on their kind is valuated and recognized as limited or not defined
one.
Intangibles with not defined period of use and those have not been yet used are subject every year to
verification in respect of possible decrease of the value at assets or at the level in relation to the particular
assets or at the level of the centre earning the cash.
In case of the remaining intangibles annual measurement is carried out to check if there are circumstances
that can prove the decrease of their values.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 16
złoty polski (PLN)
R-2013
17
The periods of use of particular intangibles are subject to annual verification and if necessary they are
adjusted from the beginning of the next financial year.
For the amortization of
patents and licenses
R&D
from 2 to 5 years
from 3 to 5 years
Costs of research and developments
Costs of research and developments are not subject to activation and they are represented in the statement
of comprehensive income as the costs in the period they were incurred.
Costs of research and developments are capitalized only in situation when:
- project being performed is exactly defined (for instance – the software);
- it is likely that the element of assets will bring future economic benefits;
- costs related to the project can be reliably estimated
Costs of research and development are amortized by the line method during expected period of their
usefulness.
In case when it is not possible to separate self-manufactured element of assets, the costs of research and
development are recognized in comprehensive income statement in the period when they were incurred
4.2.2. Tangible fixed assets
Tangibles are tangible assets being in possession of the entity in order to make use them in manufacturing,
provision of goods and services or to give them to the third persons for renting or for administration purposes
which is expected to be used for more than one period. They are measured pursuant to the purchase price,
or cost of manufacturing reduced by depreciation write offs or in calculated value (after revaluation of
tangible fixed assets) reduced by depreciation expenses or redemption expenses and write offs due to
permanent decrease of the value. According to the approach based on elements, the entity accepts different
depreciation rates for significant elements of tangible fixed asset. Tangible fixed assets in the entity cover
tangibles with predicted period of their economic usage longer than one year. The commencement of the
depreciation is after a month of usage. During the establishment of annual depreciation rates the economic
period of the usage of tangible fixed asset is taken into consideration. In case of establishment of annual
depreciation rates, economical period of use of fixed asset is taken into account. The correctness of periods
and depreciation rates used by the entity are periodically verified by managers of manufacturing
departments. For depreciation purposes of tangible fixed assets, line method of depreciation has been
adopted. The period of use for particular fixed assets is as follows:
Buildings and constructions
from 10 to 70 years
Machines and equipment
from 2 to 25 years
Transport means
from 4 to 10 years
Other tangible fixed assets
from 3 to 10 years
If during preparation of financial statement some circumstances occurred indicating that balance value of
tangibles may not be recovered then the review of tangibles is carried out in respect of possible decrease of
value. If there are some circumstances indicating that it could be the decrease of value and the reporting
value exceeds estimated value to be recovered then the value of tangibles or the centres earning the cash
the tangibles belong are reduced to the level of the value to be recovered. The value being recovered
corresponds to the higher one from two values: fair value reduced by sales or useful value costs. In order to
establish useful value, estimated cash flow is discounted to current value using gross discount rate reflecting
current market prices of the value of the money in the period and risks related to the element of assets. In
case of element of assets that does not generate cash inflows significantly in independent manner the value
recovered is established for the centre earning cash where this element belongs to.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 17
złoty polski (PLN)
R-2013
18
Profits or losses resulted from sales/liquidation or discontinuation of use of tangible fixed assets are defined
as the difference between revenues from sales and net value of these tangible fixed assets and they are
recognized in the result of the period when the sales occurred.
Tangible fixed assets under construction regard assets as the construction or assembly in progress and they
are indicated at the purchase price or the costs of manufacturing. Tangible fixed assets under construction
are not subject to depreciation until the construction is completed and they are handed over for use.
The Company has in its possession tangibles being used in social activity. The tangibles together with the
right to perpetual usufruct of the land on the day of transmission to IFRS were measured at fair value by the
expert for property. Due to lack of property sales plans and the fact of reimbursement of the costs of keeping
that property based on Company’s Social Benefits Fund and pursuant to the agreement with the Trade
Unions the Company presents these assets in financial statement. The Company controls these assets.
4.2.3. Investments and subsidiaries
The Company has the shares in domestic and foreign enterprises. The shares are treated as long-term
investments. The shares in subsidiaries are measured at the purchase price reduced by write downs due to
impairment.
4.2.4. Leasing
Financial leasing agreements are ones where basically all the risk is transferred to the Company and
potential benefits resulting of being the owner as the lessee. All other kinds of leasing are treated as
operating leasing. The assets being in use based on financial leasing agreements are treated equally with
the assets of the Company and they are measured when leasing agreement comes into life according to
lower one from two presented values: fair value the element of property being the subject of leasing or the
current value of minimum leasing fees. Leasing payments are divided into interest part and capital part in
such a manner that interest rate from the outstanding liability was constant value.
Leasing fees for operating leasing are recognized in the result of the period by line method for the duration of
leasing agreement.
4.2.5. Investment property
Investment properties are considered the properties treated as the revenue from renting and/or they are kept
due to expected increase of their values. Investment properties are evaluated on the fair value at balance
day. Profits and losses resulting from the change in fair value of investment properties are recognized in the
result in the period they occurred.
4.2.6. Inventories
Materials and goods are valuated according to the price of acquisition (purchase price increased by transport
costs, cross-border payments, customs duties, handling costs). Materials and goods are valuated according
to weighted average.
Products are evaluated on current basis of the cost of manufacturing but inventory of products is valuated as
manufacturing costs not higher than their net sale prices, possible to obtain if the sale takes place on
reporting day. Manufacturing cost includes the summary of direct costs (materials, salaries) and justified part
of costs concerning indirect costs regarding manufacturing of the product covering indirect costs of
manufacturing and part of fixed direct costs corresponding to the level of these costs when there is a normal
use of manufacturing capacity.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 18
złoty polski (PLN)
R-2013
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Inventories are verified for each reporting period. The inventories unnecessary from economical point of view
are given the 100% of write down. Moreover, in order to make real the values of inventories, the analysis of
age structure of inventories is carried out where the decisive factors are the dates of come in and come out
of the item from the warehouse.
4.2.7. Cost of external financing
The Company applies the principle of capitalization of the costs of external financing (interest and other
costs incurred by the Company due to cash granted), regarding the purchase or construction of tangible
elements of property. The principles of capitalization are not adapted to investment properties and
inventories manufactured in repeatable manner with short manufacturing cycle.
The scope of granting of special means by the Company in order to finance the element of assets to be
obtained, the amount of external financing in the period that is allowed to be activated is the difference
between real costs of external financing in the period and the revenues of entities due to temporary
investment of the means granted. If the company grants the financial means and then it uses them aimed at
to get the element of assets therefore the expenditures born in the period, the capitalization rate is adopted
(weighted average of external financing costs that includes all the loans and borrowings remaining to be
settled in the period).
4.2.8. Government subsidies
Subsidies from the government and non-cash subsidies indicated in fair value are taken only when there is
sufficient certainty that the Company will meet the conditions concerning the subsidy and the subsidy will be
really granted. In case when subsidy regards the given cost item then it is recognized as the decrease of the
costs that the subsidy has to offset it.
But in case when subsidy regards the element of assets at that time its fair value decreases the value of the
element.
4.2.9. Trade receivables
The Company considers each contract as financial instrument that causes the establishment of the element
of financial assets at one of the parties and financial liability or capital instrument at the other party provided
that the contract concluded between two or more parties will bring clear business effects.
The Company classifies financial instruments based on the following division:
 Elements of financial assets or financial liabilities are evaluated according to fair value through
the financial result – assets and liabilities acquired or recognized mainly in order to sell or repurchase in the
near future or they are the part of portfolio of definite financial instruments that are managed in total and for
which current and actual pattern of generating of short-term profits is confirmed, the Company includes
derivatives to them that provide hedging of exchange rate risk;
 Investments kept until the due date - financial assets not being the derivatives with agreed or
possible to definite payments and fixed due date with respect to them the Company has firm intention and it
is able to keep in possession until the due date;
 loans and receivables – financial assets not being the derivatives with agreed or possible to
definite the payments which are not on active market
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Apator SA
01.01.2013 – 31.12.2013
Strona 19
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 Financial assets available for sale – financial assets not being the derivatives that have been
indicated as available for sale or not being (a) loans and receivables, (b) investments kept up to the due
date, neither (c) financial assets valuated in fair value through financial result.
 Other financial liabilities
4.2.10. Financial instruments
As financial instrument the Company qualifies each contract that has the influence at the same time on the
occurrence of the element of financial assets at one of the parties and financial liability or capital instrument
at the other party provided that the contract concluded between two or more parties will bring clear business
effects.
The Company classifies financial instruments based on the following division:

Elements of financial assets or financial liabilities are valuated according to fair value through the
financial result – assets and liabilities acquired or recognized mainly in order to sell or repurchase in the near
future or they are the part of portfolio of definite financial instruments that are managed in total and for which
current and actual pattern of generating of short-term profits is confirmed, the Company includes derivatives
to them that provide hedging of exchange rate risk;

Investments kept until the due date - financial assets not being the derivatives with agreed or
possible to definite payments and fixed due date with respect to them the Company has firm intention and it
is able to keep in possession until the due date;

Loans and receivables – financial assets not being the derivatives with agreed or possible to definite
the payments which are not on active market

Financial assets available for sale – financial assets not being the derivatives that have been
indicated as available for sale or not being (a) loans and receivables, (b) investments kept up to the due
date, neither (c) financial assets evaluated in fair value through financial result.

Other financial liabilities
Inclusion and exclusion of the element of financial assets and financial liability
The element of financial assets or financial liability is presented in the statement of financial position when
the Company becomes the party of the contract of the instrument.
The element of financial assets is excluded from the statement of financial position in case when the rights to
economic benefits and risk resulting from the contract have been performed, expired or the Company waived
the rights.
The Company excludes financial liability from the statement of financial position when the liability expired
that means the liability specified in the contract is fulfilled, redeemed or expired.
Measurement of financial instruments at the date of their arise
At the date of acquisition of asset and financial liabilities the Company are evaluated in fair value by the
Company that is mostly in fair value of payment made in case of the element of assets or amount received in
case of liability. The Company includes the transaction costs in the initial value of the measurement of all
assets and financial liabilities except for the category of assets and liabilities valuated in fair value through
financial result.
Measurement of financial instruments at the reporting date
The Company evaluates:
- according to amortized cost, with consideration of effective interest rate: investments kept till their due date,
loans and receivables and other financial liabilities. The measurement can be in value requiring the payment
if the effects of the discount are not significant,
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Apator SA
01.01.2013 – 31.12.2013
Strona 20
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- according to fair value: financial assets and financial liabilities of categories evaluated in fair value
recognized in financial result and category of financial assets available for sale.
If it is not possible to fix the fair value (such situation can occur in case of non-quoted capital instruments),
such elements are evaluated according to the cost (price of acquisition).
The effects of measurement of financial assets available for sale according to the fair value are recognized in
equity. The effects of measurement of financial assets and liabilities qualified to other categories are
recognized in the financial result.
Hedge accounting
Hedge of cash flows
The Company uses the derivatives such as fx forward contracts in order to hedge the risk of the exchange
rate difference.
In the connection with the fact that the future expected payments due to sale are not recognized in the
financial statement of the Company, whereas the hedging instruments fx forward without the hedge
accounting are measured at fair value recognized in the result, the potential accounting mismatching
occurred. In order to eliminate the possible accounting mismatching, the Company introduced the hedge
st
accounting from 1 July 2011.
If the derivative is designated as the hedge for the variability of cash flows referred to the specified risk
related to the recognized asset, the recognized liability or highly probable planned transaction which might
affect the profit or loss of the current period, the part of profits or losses related to this hedge, which is an
effective hedge, is recognized in other comprehensive income and it is presented as the separate item due
to hedge in equity. Profits or losses previously recognized in equity are forwarded to the profit or loss of the
current period in the same period and the same item, where the hedged cash flows are recognized in the
profit and loss statement. The ineffective part of the fair value change of the derivative is recognized
immediately as the profit or loss of the current period.
If the hedging instrument discontinues meeting the hedge accounting criteria then it expires, is sold,
released, executed or it will change its designation, the Company will discontinue applying the hedge
accounting principles. The accumulated profits or losses previously recognized in other comprehensive
income and presented in the equity are remained in the equity till the planned transaction is executed and
recognized as the profit or loss of the current period. If the item is hedged by the non-financial asset, profits
or losses previously recognized in other comprehensive income correct the carrying amount of these assets
as at the recognition. If the planned transaction is not accepted to be executed, the profits or losses
recognized in the statement of financial position are recognized promptly as the profit or loss of the current
period. In other cases the amounts previously recognized in other comprehensive income are recognized as
the profit or loss of the current period in the same period or periods, when the hedged planned transaction
affects the profit or loss of the current period.
When the hedging is established, the Company formally establishes documents the hedge relationship as
well as the purpose of risk management and the strategy of establishing the hedge. The documentation
contains identification of hedging instrument, hedged item or transaction, the nature of hedged risk as well as
the manner how the entity will assess the effectiveness of hedging instrument in compensation of the threat
of changes in the fair value of hedged item or cash flows related to the hedged risk. It is expected that the
hedge will be highly effective in compensation of changes of the fair value or cash flows resulting from the
hedged risk. The efficiency of the hedging is assessed on a current basis in order to check if it is highly
effective in all reporting period, for which it was established.
4.2.11. Bank loans
The bank credits carrying interest are recognized at purchase price corresponding to the fair value of
received cash less the direct costs related to the credit. In the subsequent periods the credits are measured
at amortized purchase price with the application of effective interest rate.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 21
złoty polski (PLN)
R-2013
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4.2.12. Trade liabilities
After the initial recognition, all liabilities except for the liabilities measured at fair value, they are measured,
pursuant to the principle, at adjusted purchase price applying the effective interest rate method.
4.2.13. Provisions
The provisions are established when the Company bears the obligation (legal or custom) resulting from the
past events and when it is likely that the fulfilment of this obligation will cause the necessity of outflow of
assets when the reliable estimation of the liability's amount is possible to be made.
The costs related to the relevant provisions are presented in the profit and loss account after reducing all
returns. In case when the proceed of the money in time is significant the amount of provision is established
by discounting the anticipated further cash-flows to the current value using the gross discount rate reflecting
the current market assessment of the money and the possible risk related to this liability. If the method
basing on discounting is applied, the increase of the provisions related to the lapse of time is recognized as
the borrowing costs. The provisions are also established for the future liabilities caused by restructuring, if
basing on the separate regulations the Company is obliged to carry out or to enter into the binding
agreement and the restructuring plans allow estimating the value of future liabilities in a reliable manner.
Pursuant to the pay-roll systems the employees are entitled to jubilee awards and retirement severance
pays. The jubilee awards are paid to employees after working out the specified number of years. The
retirement severance pays are paid once at the moment of going into retirement. The amount of the
severance pays and jubilee awards depend on the time of employment and the fixed base specified in the
corporate collective labour agreement of APATOR S.A. The Company establishes the provision for the future
liabilities due to the retirement severance pays and jubilee awards in order to classify the costs to the periods
to which they are related to. According to IAS 19 the jubilee awards are other long-term employee benefits
and the retirement severance pays are the programs of post-employment employee benefits.
The provisions established for jubilee awards and retirement severance pays are determined basing on the
projected unit credit method and actuarial techniques. The base for reliable estimation of the provisions is as
follows:
Criteria for acquiring rights to defined benefits,
Actuarial assumptions.
Cost of employee benefits – recognized in the result (other operating costs)
Net interest on liabilities due to defined benefits – recognized in the result (other operating costs)
Remeasurement of liabilities due to defined net employee benefits – profit/ actuarial losses
recognized in other comprehensive income (capital from remeasurement of the programme for
defined benefits)
Pursuant to IAS 19 the cost of the programme for defined benefits (provision for retirement services) covers
the following elements:
Cost of employee benefits – recognized in the result (other operating costs)
Net interest on liabilities due to defined benefits – recognized in the result (other operating costs)
Remeasurement of liabilities due to defined net employee benefits – profit/ actuarial losses
recognized in other comprehensive income (capital from remeasurement of the programme for
defined benefits)
The cost of other long-term employee benefits (jubilee awards) is recognized in other operating costs.
The Company establishes the provision for the costs of compensated absences which will have to be
incurred as a result unused benefit by the employees and which arisen at the reporting date. Provision for
cost of accumulated compensated absences is recognized as the liability after amounts paid are deducted.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 22
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R-2013
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Provision for costs of accumulated compensated absences is the short-term provision and is not subject of
discount and is charged against the basic activity.
The Company establishes the provision for warranty repairs. For calculation of provision the ratio of warranty
repair cost to the total sale in the period is applied. The provision for warranty repairs charges other
operating activity.
4.2.14. Revenues
Revenues from sales
The revenues from sale are recognized at fair value of received or payable payments and they represent the
receivables for products, goods and services provided under the usual business activity less the rebates, tax
on goods and services and other taxes related to the sale (excise tax). The revenues are recognized in such
amount which possibly will correspond to the Company’s economic benefits related to the transaction to be
achieved and when the amounts of revenues may be reliable measured.
Sales of goods and products
The sale of goods and products is recognized when the goods and products are delivered and the risk and
benefits resulting from the ownership right are transferred and when the amount of revenues may be
measured in a reliable manner.
Services
The revenues due to rendering of services are recognized under the progress of performance, if the result of
related transaction may be measured in a reliable manner. The percentage progress of service performance
is determined as the ratio of costs incurred as at the relevant date to the total estimated costs of
transactions. If the result of the service related transaction cannot be estimated in a reliable manner then the
revenues due to this agreement is recognized only to the amount of incurred costs which Company expects
to recover.
Other revenues
Interest
Revenues due to interest are recognized consecutively when they increase, with reference to the net
reporting value of the relevant asset in compliance with the effective interest rate method.
Dividends
Dividends are recognized when the rights of shareholders to receive them are established.
Revenues due to rent
The revenues due to rent of investment real properties are recognized applying the straight line method for
the period of renting to the concluded agreements.
4.2.15. Transactions in foreign currencies
In the financial statement of APATOR S.A. the transactions in foreign currencies are translated pursuant to
the exchange rate applicable as at the transaction date. As at the reporting day the monetary assets and
liabilities are translated pursuant to the exchange rate of the leasing bank applicable at the end of the
reporting period (assets acc. to buy rate, liabilities- sell rate). Profits and losses resulting from translation of
the currencies that charges directly the profit or loss.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 23
złoty polski (PLN)
R-2013
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4.2.16. Taxes
Income tax includes the current and deferred part. The current and deferred income tax is recognized as the
profit or loss of the current period, except for the situation when it refers to merger of entities and the items
recognized directly in the equity or as the other comprehensive income.
The current tax is expected amount of liabilities or receivables due to the income tax to be taxable in the
relevant year, established by the application of the income tax legally or actually applicable at the end of the
period and the adjustments of the income tax from previous years.
The deferred tax is recognized because of the temporary differences between the carrying amount of the
assets and liabilities and their value established for the tax purposes. The deferred income tax is not
recognized for the following temporary differences: initial recognition of assets or liabilities from the
transaction, which is not a merger of entities and does not affect neither the profit and loss of the current
period or the taxable income, the differences related to the investments in subsidiaries and under the joint
control to the extent, to which it is not probable that they will be disposed in the foreseeable future.
Moreover, the deferred tax from the temporary differences arisen as a result of the initial recognition of the
goodwill is not recognized. The deferred tax is measured at the applicable tax rate, which will be applicable,
when the differences will reverse as expected, whereas the legally or actually binding tax regulations to the
end of the period are considered as the basis. The deferred tax assets and deferred tax provisions are offset
if the Company has an enforceable legal title to offset the current tax assets and liabilities and provided that
the deferred tax provisions refer to the income tax imposed by the same tax authority on the same taxpayer
or on different taxpayers, who intend to offset the income tax liabilities and receivables at net amount or
simultaneously to receive receivables and settle the liability.
The deferred tax assets related to the unsettled tax loss, unused tax relief and negative temporary
differences are recognized to the amount, to which it is probable, that the taxable income is achieved to
allow for their write-off. Deferred tax assets are subject to re-measurement at the each end of the period and
they are reduced to the extent, to which it is not probable that the related benefits in the income tax will be
performed.
4.2.17. Zone relief resulting from activity in Special Economic Zone
The Company makes use of income tax shelter due to the costs incurred in new investment under
th
permission granted on 28 December 2010 for business activity in the area of Pomeranian Special
Economic Zone. Tax shelter is related to zone income which is obtained from business activity carried out in
the area of Pomeranian Special Economic Zone under permission obtained.
The Company recognizes tax shelter resulting from business activity carried out in Special Economic Zone
(income tax relief of legal entities) according to IAS 12 and finds it as assets due to deferred income tax to
the value of possible public assistance to be obtained. Maximum value of possible assistance to be obtained
is calculated as the product of intensity of the assistance obligatory for the province and value of
expenditures born for the investment recognized as qualified expenses. The assets due to deferred income
tax related to unused tax relief are recognized to the value it is probably that income tax will be achieved that
allows for their usage. These assets are subject to remeasurement at reporting every day and they are
reduced in such range that it is not probably to perform associated to them benefits in income tax.
4.2.18. Equities
The equity includes: share capital, other supplementary capital, reserve capitals, capital from
remeasurement of the programme for defined benefits, capital from measurement of hedge transactions,
undistributed financial result from previous years, financial result.
The items decreasing the amount of the equity are as follows: own shares and write-offs of the financial
result of the current year.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 24
złoty polski (PLN)
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5. Basic accounting judgements and bases for uncertainty estimation
The preparation of the financial statement pursuant to IFRS requires from the Executive Board to make the
professional judgements and assumptions which affect the accepted principles and presented values of
assets, liabilities, revenues and costs. The estimations and related assumptions are based on the historical
experience and many other factors, which are deemed as being reasonable in these circumstances.
The results of these estimations are the basis for the professional judgment regarding the book value of
assets and liabilities. In the material issues the Executive Board making the estimation bases on the opinions
of independent experts. The actual value may vary from the estimated value.
Estimations and related assumptions are subject to current verification. The change of the accounting
estimations is recognized in the period when it was made.
The estimations and assumptions affecting significantly the amounts disclosed in the financial statement of
APATOR S.A. were recognized in the following notes:
Inventory impairment (Note 7.6), trade and other receivables (Note 7.7)
Provisions for receivables (Note 7.14);
Deferred income tax (Note 7.16).
6. Information on seasonal sales
Further to the manufacturing of investment goods by Apator SA, seasonal sales occur in particular quarters.
The demand for the products of APATOR SA is at the highest level in third and fourth quarters every year.
7. Explanatory notes to separate financial statement
7.1. Operating segments
The activity of Apator SA focuses on two key segments of electrical machine sector:
The analysis of segments has been carried out in consolidated financial statement of Apator Group.
7.2. Intangibles
Data regarding intangibles is presented in table below.
DESCRIPTION
PATENTS AND
LICENSES,
SOFTWARE
Net value as at 01.01.2012
COST OF R&D
OTHER
INTANGIBLES
ADVANCE
PAYMENTS FOR
INTANGIBLES
TOTAL
1 428
1 391
315
39
3 173
579
33
15
-
627
Increase due to own manufacturing
-
193
-
-
193
Increase due to requalification - others
-
225
350
-
575
X
X
X
177
177
(350)
-
(225)
-
(575)
Increase due to acquisition
Increase due to advance payment
Decrease due to requalification- others
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 25
złoty polski (PLN)
R-2013
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DESCRIPTION
PATENTS AND
LICENSES,
SOFTWARE
COST OF R&D
Settlement of advance payment
OTHER
INTANGIBLES
ADVANCE
PAYMENTS FOR
INTANGIBLES
TOTAL
X
X
X
(82)
(82)
(507)
(284)
(238)
-
(1 029)
204
-
(204)
-
-
-
(2)
-
-
(2)
1 354
1 556
13
134
3 057
1 354
1 556
13
134
3 057
1 823
-
-
-
1 823
Increase due to own manufacturing
-
943
-
-
943
Increase due to advance payment
X
X
X
6
6
(54)
(37)
-
-
(91)
X
X
X
(140)
(140)
(681)
(461)
(7)
-
(1 149)
54
37
-
-
91
-
(250)
-
-
(250)
2 496
1 788
6
-
4 290
COST OF R&D
OTHER
INTANGIBLES
ADVANCE
PAYMENTS
FOR
INTANGIBLES
3 526
3 085
457
134
7 202
(2 172)
(1 529)
(444)
-
(4 145)
1 354
1 556
13
134
3 057
5 295
3 741
457
-
9 493
(2 799)
(1 953)
(451)
-
(5 203)
2 496
1 788
6
-
4 290
Amortization
Decrease of redemption up to date due
to requalification - others
Other amendments- gross value
Increase due to acquisition
Decrease due to liquidation
Settlement of advance payment
Amortization
Decrease of redemption up to date due
to liquidation - others
Other amendments- gross value
DESCRIPTION
PATENTS AND
LICENSES,
SOFTWARE
TOTAL
As at 31.12.2012
Gross value
Total redemption and write down to
date
Net value
As at 31.12.2013
Gross value
Total redemption and write down to
date
Net value
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 26
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R-2013
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Additional information was presented in the table below
DESCRIPTION
Day
31.12.2013
31.12.2012
Gross value of all completely amortized intangibles still being in use
3 513
2 198
Value of expenses for research and development recognized as the cost in the
period
5 966
5 785
7.3. Tangible fixed assets
Investments in machines and equipment were the most significant expenses for tangible fixed assets in
2013.
Data concerning tangible fixed assets are presented in the tables below.
DESCRIPTION
Day
31.12.2013
31.12.2012
Lands, buildings and constructions
38 867
39 037
17 123
16 846
1 567
191
12 213
11 982
1 370
1 078
802
138
71 942
69 272
Means of transport
Other tangible fixed assets
Tangible fixed assets under construction
Advance payments for tangible fixed assets
Total
DESCRIPTION
LANDS,
BUILDINGS AND
CONSTRUCTIONS
MACHINES
AND
EQUIPMENT
MEANS OF
TRANSPORT
OTHER
TANGIBLE
FIXED
ASSETS
TANGIBLE
FIXED ASSETS
UNDER
CONSTRUCTION
ADVANCE
PAYMENTS
FOR
TANGIBLE
FIXED
ASSETS
TOTAL
6 988
5 468
358
10 213
33 050
163
56 240
33 333
13 428
-
4 053
-
-
50 814
Increase due to
acquisition
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 27
złoty polski (PLN)
R-2013
28
DESCRIPTION
LANDS,
BUILDINGS AND
CONSTRUCTIONS
MACHINES
AND
EQUIPMENT
MEANS OF
TRANSPORT
OTHER
TANGIBLE
FIXED
ASSETS
TANGIBLE
FIXED ASSETS
UNDER
CONSTRUCTION
ADVANCE
PAYMENTS
FOR
TANGIBLE
FIXED
ASSETS
TOTAL
624
272
-
472
-
-
1 368
Increase due to own
manufacturing
-
149
-
-
-
-
149
Increase due to take
over from financial
lease
-
205
145
-
-
-
350
Increase due to
advance payment for
tangible fixed assets
and tangible fixed
assets under
construction
X
X
X
X
20 709
2 711
23 420
Decrease due to
disposal
(7)
(1 146)
(373)
(34)
-
-
(1 560)
Decrease due to
liquidation
(221)
(4 894)
(14)
(982)
-
-
(6 111)
(1 637)
-
-
-
-
-
(1 637)
X
X
X
X
(52 681)
(2 736)
(55 417)
(776)
(2 322)
(312)
(2 753)
-
-
(6 163)
Decrease of redemption
up to date due to
disposal
-
1 138
373
34
-
-
1 545
up to date due to
liquidation
115
4 523
14
979
-
-
5 631
up to date due to
requalification – to
assets held for sale
618
-
-
-
-
-
618
-
25
-
-
-
-
25
39 037
16 846
191
11 982
1 078
138
69 272
Increase due to
modernization
Decrease resulting from
requalification to assets
held for sale
Settlement of advance
payment for tangible
fixed assets and
under construction
Depreciation
Other amendments
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 28
złoty polski (PLN)
R-2013
29
DESCRIPTION
LANDS,
BUILDINGS AND
CONSTRUCTIONS
MACHINES
AND
EQUIPMENT
MEANS OF
TRANSPORT
OTHER
TANGIBLE
FIXED
ASSETS
TANGIBLE
FIXED ASSETS
UNDER
CONSTRUCTION
ADVANCE
PAYMENTS
FOR
TANGIBLE
FIXED
ASSETS
TOTAL
39 037
16 846
191
11 982
1 078
138
69 272
Increase due to
acquisition
39
3 357
52
3 398
-
-
6 846
Increase due to
modernization
846
478
4
235
-
-
1 563
Increase due to own
manufacturing
-
28
-
151
-
-
179
Increase due to take
over from financial
lease
-
-
1 634
-
-
-
1 634
Increase due to
advance payment for
and tangible fixed
assets under
construction
X
X
X
X
10 109
3 393
13 502
Decrease due to
disposal
-
(603)
(591)
-
-
-
(1 194)
Decrease due to
liquidation
(16)
(80)
-
(497)
-
-
(593)
X
X
X
X
(9 817)
(2 729)
(12 546)
(1 055)
(3 258)
(314)
(3 167)
-
-
(7 794)
Decrease due to
redemption up to date
due to disposal
-
275
591
-
-
-
866
Decrease of
redemption up to date
due to liquidation
16
80
-
111
-
-
207
38 867
17 123
1 567
12 213
1 370
802
71 942
Gross value
40 100
30 618
1 664
31 801
1 078
138
105 399
Total redemption up to
date and write downs
(1 063)
(13 772)
(1 473)
(19 819)
-
-
(36 127)
Settlement of advance
payment for tangible
fixed assets and
under construction
Depreciation
As at 31.12.2012
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 29
złoty polski (PLN)
R-2013
30
DESCRIPTION
LANDS,
BUILDINGS AND
CONSTRUCTIONS
MACHINES
AND
EQUIPMENT
MEANS OF
TRANSPORT
OTHER
TANGIBLE
FIXED
ASSETS
TANGIBLE
FIXED ASSETS
UNDER
CONSTRUCTION
ADVANCE
PAYMENTS
FOR
TANGIBLE
FIXED
ASSETS
TOTAL
39 037
16 846
191
11 982
1 078
138
69 272
Gross value
40 969
33 798
2 763
35 088
1 370
802
114 790
Total redemption up to
date and write downs
(2 102)
(16 675)
(1 196)
(22 875)
-
-
(42 848)
38 867
17 123
1 567
12 213
1 370
802
71 942
Net value
As at 31.12.2013
Net value
There were no premises proofing lasting impairment of tangible fixed assets in reporting period.
The property located in Pomeranian Special Economic Zone in Ostaszewo, Apator S.A. has the mortgage
for the amount up to PLN 37.000 000 as hedging of the bank loan taken in Bank Handlowy w Warszawie
S.A.
Apator SA has tangible fixed assets used in social activity. These assets are used in holiday resort in Rowy.
DESCRIPTION
LANDS,
BUILDINGS AND
CONSTRUCTIONS
MACHINES
AND
EQUIPMENT
OTHER
TANGIBLE
FIXED ASSETS
TANGIBLE
FIXED ASSETS
UNDER
CONSTRUCTION
TOTAL
1 453
3
318
-
1 774
-
-
-
329
329
(47)
(1)
(52)
-
(100)
1 406
2
266
329
2 003
1 406
2
266
329
2 003
454
-
-
-
454
Increase due to advance payment for tangible fixed
assets and tangible fixed assets under construction
-
-
-
125
125
Settlement of advance payment for tangible fixed
-
-
-
(454)
(454)
(56)
(1)
(52)
-
(109)
1 804
1
214
-
2 019
Increase due to advance payment for tangible fixed
Depreciation
Increase due to modernization
Depreciation
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 30
złoty polski (PLN)
R-2013
31
7.4. Investment properties
The land with buildings that had been purchased by Apator SA were qualified to investment properties by it.
They were leased to non- related entities.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012
Value at the beginning of the period
1 303
1 405
Decrease due to liquidation
(143)
-
Increase of fair value
162
-
Decrease of fair value
(2)
(102)
1 320
1 303
Value at the end of the period
Income and costs due to investment properties are presented in the table.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012
Income from lease recognized in current result.
29
9
Indirect operating costs concerning investment property that brought some
income from lease.
11
3
Indirect operating costs concerning investment property that did not bring any
income from lease.
-
9
7.5. Other financial assets
Data concerning other financial assets are presented in the table below.
DESCRIPTION
Day
31.12.2013
Other shares ( not in public trading)
Derivatives
Derivatives
31.12.2012
121 884
126 380
121 601
125 863
283
517
778
131
778
131
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 31
złoty polski (PLN)
R-2013
32
Other financial assets in total, including:
- in related entities
122 662
126 511
121 601
125 863
1 061
648
- in other entities
APATOR SA included the shares in long-term financial assets of the following entities:
DESCRIPTION
Day
31.12.2013
Shares in subsidiaries and joint controlled entities
31.12.2012
121 601
125 863
Shares in Apator Control Sp. z o.o. (Toruń)
1 125
1 125
Shares in Apator Metrix S.A. (Tczew)
8 935
8 935
Shares in Apator Mining Sp. z o.o. (Katowice)
4 747
4 747
Shares in Apator Powogaz S.A. (Poznań)
68 648
65 401
Shares in Apator Rector (Zielona Góra)
26 215
26 215
Shares in FAP Pafal S.A. (Świdnica)
11 930
19 431
Shares in Apator Elektro (Moscow)
-
8
Shares in Apator Elektro LLC (Moscow)
1
1
Shares in Apator GmbH were entirely recognized in write down.
Pursuant to the Resolution 14/IV/2013 of the Ordinary General Shareholders Meeting of Apator Powogaz
th
S.A. dated 18 April 2013 the share capital of Apator Powogaz S.A. was increased by the amount of
PLN 3.247 000.
In 2013 Apator S.A. and FAP Pafal S.A. signed two sales contracts of registered shares of FAP Pafal S.A.
st
for their redemption. First concluded on 21 January 2013 and it concerned 181.210 shares, the second one
th
was concluded on 24 September 2013 – 106.182 shares.
th
On 15 January 2013 jointly controlled Apator Elektro S.A. was liquidated.
Data concerning subsidiaries and joint controlled entities are presented in the table below.
DESCRIPTION
% shares
Book value
Equity
% share in
* equity
Difference
Shares in Apator Mining Sp. z o.o. (Katowice)
100,00%
4 747
133 590
133 590
128 843
Shares in Apator Control Sp. z o.o. (Toruń)
100,00%
1 125
10 037
10 037
8 912
Shares in FAP Pafal S.A. (Świdnica)
100,00%
11 930
16 896
16 896
4 966
Shares in Apator Metrix S.A. (Tczew)
100,00%
8 935
36 698
36 698
27 763
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 32
złoty polski (PLN)
R-2013
33
Shares in Apator- Electro ZOO (Moscow)
50,00%
1
45
23
22
Shares in Apator Rector (Zielona Góra)
70,00%
26 215
11 994
8 396
(17 819)
Shares in Apator Powogaz S.A. (Poznań)
100,00%
68 648
94 034
94 034
25 386
Shares in Apator GmbH (Berlin)
100,00%
-
482
482
482
x
121 601
303 776
300 156
178 555
Total
Due to positive financial result of subsidiary - Apator Rector Sp. z o.o., Apator S.A. has not established the
write down due to impairment of the shares in the entity.
Data concerning the jointly controlled entity are presented in the table below.
DESCRIPTION
APATOR
ELECTRO S.A.
APATOR ELECTRO
Sp. z o. o.
TOTAL
Value as at 31.12.2013
Fixed assets
-
73
73
Current assets
-
3 770
3 770
-
(1 567)
(1 567)
Short-term liabilities
-
(2 231)
(2 231)
Net assets
-
45
45
Comprehensive income
-
15 082
15 082
Net profit
-
28
28
302
-
302
9 179
2 172
11 351
(8 374)
(2 153)
(10 527)
1 107
19
1 126
19 363
922
20 285
120
17
137
Value at 31.12.2012
Fixed assets
Current assets
Net assets
Comprehensive income
Net profit
7.6. Inventories
Information on reporting value of inventories is presented in the table below.
DESCRIPTION
Day
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 33
złoty polski (PLN)
R-2013
34
31.12.2013
31.12.2012
Materials
8 798
6 876
Manufacturing in progress
6 576
7 094
Finished goods
2 924
3 373
Goods
456
1 132
Advance payments for supplies
704
423
19 458
18 898
115 921
137 772
Inventories in total
Value of inventories recognized as the cost in the period
Inventory write downs are presented below.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
to 31.12.2013
to 31.12.2012
Write downs at the beginning of the period
579
545
224
197
(335)
(163)
468
579
Increase- establishment of write down charged to current result
Decrease- write down in income of unused amounts
Write downs at the end of the period
7.7. Trade receivables and other receivables
Information on trade receivables and other receivables is presented in the table.
DESCRIPTION
Day
31.12.2013
Long-term receivables
31.12.2012
41
943
5
14
36
36
-
893
Short-term receivables, including:
31 069
27 756
Trade receivables
28 299
25 675
Receivables due to tangible fixed assets and intangibles sold
Deposits, securities and collaterals placed
Other
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 34
złoty polski (PLN)
R-2013
35
DESCRIPTION
Day
31.12.2013
Current receivables
31.12.2012
24 806
19 610
2 999
5 220
Overdue receivables from 1 month to 3 months
435
774
Overdue receivables from 3 months to 6 months
61
70
4
119
83
164
(89)
(282)
1 141
-
697
1 666
697
1 666
1 623
1 623
(1 623)
(1 623)
932
415
Receivables due to tangible fixed assets sold and intangibles
10
62
Deposits,securities, collaterals placed
48
44
Prepayments- advance payment for the purchase of services
503
506
Other receivables
835
260
(464)
(457)
31 110
28 699
3 093
1 958
28 017
26 741
Overdue receivables up to 1 month
Overdue receivables from 6 months to 1 year
Overdue receivables over 1 year
Trade receivables write down
Deferred tax receivables
Receivables due to other taxes (excluding income tax) and other similar charges
Receivables due to other taxes (excluding income tax) and other similar charges
Receivables due to other regulatory settlements
Receivables write down due to taxes
Other short-term receivables
Other short-term receivable write down
Total receivables, including:
Data concerning receivable write downs are presented below.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
till 31.12.2012
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 35
złoty polski (PLN)
R-2013
36
Write downs at the beginning of the period
2 362
659
130
1 892
Decrease- revenues of unused amounts write down
(180)
(176)
Making use of write down- write off
(136)
(13)
2 176
2 362
Increase- establishment of write down charged to current result
Write downs at the end of the period
Additional information concerning receivables is presented in the table.
DESCRIPTION
Day
31.12.2013
Receivables being the hedging of liabilities
31.12.2012
6 036
6 036
Furthermore, there is also silent assignment in Apator S.A. (hedging of loans) in minimum amount of 40% all
trading operations.
7.8. Borrowings granted
Information on borrowings granted is presented in the table.
DESCRIPTION
Day
31.12.2013
Long-term borrowings granted, including:
31.12.2012
-
83
paid over 1 year to 2 years
-
83
Short-term borrowings granted
85
214
85
214
85
297
85
297
Gross value
Borrowings granted in total, including:
Apator S.A. granted three borrowings to subsidiary - Apator GmbH for total amount of the value of
340 000 €.The first one was repaid in December 2011, the second one was repaid in June 2013, the date of
st
repayment of the third borrowing was defined on 31 May 2014. On the day of preparation of financial
statement the value to be repaid is 21 000 €.
th
On 24 May 2013 Apator SA concluded the contract and based on it Apator S.A. granted the borrowing in
amount of PLN 3.000 00 to the subsidiary - Apator Control Sp. z o.o. Pursuant to the contract the value of
th
borrowing was granted on 29 May 2013. The borrowing pursuant to the contract was repaid on
th
30 December 2013.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 36
złoty polski (PLN)
R-2013
37
7.9. Cash
Cash in a bank is interest rate cash according to variable rate of interest.
Short-term deposits are placed for different periods from one day to three months depending on current need
for cash of the entity and it is interest rate cash pursuant to defined rate of interest for it.
Specification for cash and cash equivalents is presented in the table below.
DESCRIPTION
Day
31.12.2013
Cash in hand
Cash in bank accounts
Cash and cash equivalents in total
Cash being the hedging of liabilities
31.12.2012
36
43
1 318
4 523
1 354
4 566
1 183
4 444
7.10. Accruals and prepayments
Information on accruals and prepayments is presented in the table.
DESCRIPTION
Day
31.12.2013
Short-term accruals and prepayments
31.12.2012
630
741
Insurance
154
149
IT services
226
195
Marketing services
218
355
5
30
27
12
Trainings
Other accruals and repayments
7.11. Share capital
Information on share capital is presented in the table.
DESCRIPTION
Day
31.12.2013
Number of shares
Value of nominal shares
31.12.2012
33 107 028
33 107 028
0,10
0,10
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 37
złoty polski (PLN)
R-2013
38
Share capital
3 311
3 311
st
Shareholders on 31 December 2013 are presented in the table.
Name and surname
Registered
shares
Apator Mining sp. z o. o.
Bearer
Total
shares
shares
Number of
votes
Share in
capital
Share in
votes
-
3 600 000
3 600 000
3 600 000
10,87%
6,39%
1 164 669
880 974
2 045 643
5 539 650
6,18%
9,83%
Tadeusz Sosgórnik
993 102
907 401
1 900 503
4 879 809
5,74%
8,66%
Danuta Guzowska
954 214
566 065
1 520 279
4 382 921
4,59%
7,78%
Zbigniew Jaworski
760 848
574 074
1 334 922
3 617 466
4,03%
6,42%
Janusz Marzygliński
818 092
229 565
1 047 657
3 501 933
3,16%
6,21%
-
2 905 628
2 905 628
2 905 628
8,78%
5,15%
Others
3 063 205
15 689 191
18 752 396
27 942 011
56,65%
49,56%
TOTAL
7 754 130
25 352 898
33 107 028
56 369 418
100%
100%
Mariusz Lewicki
AVIVA OFE
7.12. Other capitals
Information on other capitals is presented in the table.
DESCRIPTION
Day
31.12.2013
Supplementary capital from sales of own shares over their nominal value
Other supplementary capital
Reserve capitals (for the payment of dividend)
Other capitals in total
31.12.2012
15 142
15 142
143 163
119 169
4 000
4 000
162 305
138 311
Pursuant to the Resolution no. 16/VI/2013 of Ordinary General Shareholders Meeting of Apator S.A. dated
th
24 June 2013 the net profit distribution of the amount of PLN 70.343.816,18 for financial year 2012 was
performed in the following:


Dividend
Supplementary capital
PLN
PLN
46.349.839,20
23.993.976,98
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 38
złoty polski (PLN)
R-2013
39
Profit in amount of PLN 70.343.816, 18 does not include the adjustment due to the amendment to IAS 19
„Employee benefits”. Net profit does not take into consideration the recognition in other comprehensive
income some part of costs for the defined benefits that is PLN 70.392.480,38.
For the expected dividend from the profit for financial year 2012 the interim dividend was paid in total amount
of PLN 13.242.811, 20 that is PLN 0, 40 per share. The payment of interim dividend for the expected
th
dividend for financial year 2012 was made on 13 December 2012. For the payment of outstanding interim
dividend were entitled 33.107.028 registered shares of A series and bearer of A, B and C series. The
entitlement for the payment of outstanding interim in total amount of PLN 33.107.028, 00 gained the
th
shareholders who had the shares of Apator SA on 12 July 2013. The payment of the outstanding interim
th
payment in amount of PLN 1, 00 per share will be made on 26 July 2013.
th
On 12 November 2013 the Executive Board of Apator S.A. made the decision on payment of interim
dividend for expected dividend from the profit in 2013 in total amount of PLN 9.932.108,40 that is in gross
value of PLN 0,30 per share. For the payment of interim dividend for the expected dividend from the profit in
2013 were entitled 33.107.028 registered shares of A series and A, B and C series. Entitled for the payment
th
gained the shareholders holding the shares of Apator S.A. on 16 December 2013, however, the payment
rd
was made on 23 December 2013.
7.13. Loans and borrowings
Information on loans and borrowings is presented below.
DESCRIPTION
Day
31.12.2013
31.12.2012
Short-term loans and borrowings
35 702
35 358
Loans and borrowings in total, including
35 702
35 358
35 702
35 358
st
As at 31 December 2013 Apator SA had the debt due to loans taken in amount of PLN 35.702 000, based
on loan contracts which conditions are presented below:
Loan (1)
Name of bank
Bank Handlowy w Warszawie SA
Date of the contract and possible annex to the
contract
27th May 2004, recent annex to the contract dated
th
19 September 2012
Loan amount granted
PLN 30.000 000 – overdraft
Date of repayment
9th September 2014
Type of collateral
Assignment of receivables in the amount of
PLN 6.000.000
Mortgage on the real estate up to the amount of
PLN 37.000 000
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 39
złoty polski (PLN)
R-2013
40
Interest rate
WIBOR 1M + margin year to year
Loan (2)
Name of bank
Raiffeisen Bank Polska SA
Date of the contract possible annex to the contract
16th June 2005 , recent annex to the contract dated
18th December 2012
Loan amount granted
PLN 17.500 000 PLN:
- PLN 7.500 000 – overdraft
- PLN 5.000 000 – revolving loan (1)
- PLN 5.000 000 – revolving loan (2)
and the limit to the amount of PLN 12.000 000
- equivalent of PLN 12.000 000 – limit for letter of
credit „without payment in advance”
- equivalent of PLN 12.000 000 – limit for bank
guarantees
Total limit to be used for the aforementioned products
is PLN 17.500 000
th
Date of loan repayment
10
April 2014 – overdraft
th
9 April 2014 – revolving loan
th
10 April 2014 – letters of credit and warranties
Type of collateral
Power of attorney to the current account
Silent assignment in the amount of at least 40% of
total trading operations
Interest rate
WIBOR 1M + margin year to year
In reporting period Apator S.A. fulfilled its obligations resulting from loan contracts concluded.
All loans have been granted in Polish zloty, liabilities due to loans are presented below:
DESCRIPTION
LIABILITY
COST
LIABILITY
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
COST
Strona 40
złoty polski (PLN)
R-2013
41
Day
since 01.01.2013
Day
since 01.01.2012
31.12.2013
till 31.12.2013
31.12.2012
till 31.12.2012
Loans
35 702
1 491
35 358
2 493
Loan 1
19 853
987
26 074
691
Loan 2
15 849
504
9 284
824
Loan 3
-
-
-
278
Loan 4
-
-
-
700
35 702
1 491
35 358
2 493
Total
Loan (3) and loan (4) were repaid in 2012.
7.14. Provisions for liabilities
Information on provisions for liabilities is presented in the table.
DESCRIPTION
EMPLOYEE BENEFITS
OTHER
PROVISIONS
SEVERANCE
PENSION ,
JUBILEE AWARDS
BONUSES
5 234
430
510
452
6 626
474
578
188
123
1 363
(430)
-
-
(430)
60
-
-
-
60
5 768
578
698
575
7 619
- long-term provisions
4 585
-
-
-
4 585
- short-term provisions
1 183
578
698
575
3 034
5 768
578
698
575
7 619
Increase- establishment of provision charged
to current result (+)
-
645
208
48
901
Decrease- revenues of unused amounts write
off (-)
(497)
-
-
-
(497)
-
(578)
-
-
(578)
150
-
-
-
150
5 421
645
906
623
7 595
4 606
-
-
-
4 606
Provisions as at 01.01.2012 (+)
Increase- establishment of provision charged
to current result (+)
Provision used- settlement of costs (-)
-
Remeasurement of provision recognized in
other comprehensive income
Provisions as at 31.12.2012,including:
Provisions as at 01.01.2013
Provision used- settlement of costs (-)
Remeasurement of provision recognized in
other comprehensive income
Provisions as at 31.12.2013, including:
- long-term provisions
LEAVES
TOTAL
GUARANTEES
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 41
złoty polski (PLN)
R-2013
42
DESCRIPTION
EMPLOYEE BENEFITS
SEVERANCE
PENSION ,
JUBILEE AWARDS
BONUSES
815
645
- short-term provisions
OTHER
PROVISIONS
LEAVES
TOTAL
GUARANTEES
906
623
2 989
Employee benefits – actuarial assumptions
Main actuarial assumptions taken on the reporting day (quoted in average weighted values):



st
Discount rate as at 31 December 2013
Future increase of remuneration
Number of employees
4,6%
0,0%
509
Assumptions concerning future mortality and disability are based on statistical data published and tables
regarding mortality.
Mobility parameters have been also used:




For persons to 40 years old
For persons from 41 to 45 years old
For persons from 46 to 50 years old
For persons over 50 years old
5%
4%
3%
1%
7.15. Liabilities
Information on liabilities is presented in the table below.
DESCRIPTION
DAY
31.12.2013
31.12.2012
1 423
1 024
Investment liabilities
767
841
Liabilities due to financial lease contracts
656
183
Short-term liabilities, including:
22 070
30 716
Trade liabilities
14 350
13 092
13 855
11 231
Current liabilities
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 42
złoty polski (PLN)
R-2013
43
DESCRIPTION
DAY
31.12.2013
Overdue liabilities
31.12.2012
495
1 861
-
4 009
Liabilities due to other taxes (excluding income tax) and other similar charges
2 505
2 069
5 215
11 546
772
653
29
25
-
15
469
90
2 646
6 683
Prepayments- advance payments received for deliveries
553
1 227
Other liabilities
746
2 853
23 493
31 740
2 794
3 105
20 669
28 635
Current tax of liabilities
Liabilities due to remuneration
Liabilities due to dividend
Liabilities due to derivatives
Liabilities due to financial lease contracts
Total liabilities, including:
- towards related entities
7.16. Income tax
Income tax for the reporting period is presented in the table.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
31.12.2012
Income statement
Current income tax
Current charges due to income tax
Deferred income tax
Related to establishment and reversal of temporary differences
Tax relief due to activity in Special Economic Zone
Tax burden presented in income statement
604
4 829
604
4 829
(665)
(20 842)
32
(836)
(697)
(20 006)
(61)
(16 013)
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 43
złoty polski (PLN)
R-2013
44
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
31.12.2012
Other comprehensive income
Deferred income tax
Hedging of flow cash deferred net income tax settled during financial year
Remuneration of provisions deferred income tax due to defined benefit
programme
Tax benefit (burden) presented in equity
(31)
416
(2)
427
(29)
(11)
(31)
416
The deferred income tax is presented in the table below.
DESCRIPTION
State at the
beginning of the
period
Recognition
(charging) of
the result due to
change in the
state of
temporary
differences and
tax loss
Increase
(decrease) of
equity due to
change in the
state of
temporary
differences
State at the end
of the period
Deferred income tax in the period since 01.01.2012 till 31.12.2012
Assets due to deferred income tax
2 334
20 076
(318)
22 092
994
90
11
1 095
Provisions for bonuses
57
21
-
78
Sales recognized in the next reporting statement
24
(24)
-
-
Provisions for warranty repairs
86
23
-
109
Future costs (liabilities)
30
(5)
-
25
Unpaid remuneration,premiums
175
(5)
-
170
Inventory write downs
104
6
-
110
Receivables write downs
123
16
-
139
Measurement to fair value - derivatives
423
(61)
(329)
33
Measurement to fair value - other assets
268
-
-
268
-
20 006
50
9
-
59
2 305
(766)
98
1 637
29
(19)
-
10
Provision for employee benefits
Other costs not to be taxed in the period
Deferred tax provisions
Measurement to fair value - properties
20 006
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 44
złoty polski (PLN)
R-2013
45
DESCRIPTION
State at the
beginning of the
period
Measurement to fair value - derivatives
Recognition
(charging) of
the result due to
change in the
state of
temporary
differences and
tax loss
Increase
(decrease) of
equity due to
change in the
state of
temporary
differences
State at the end
of the period
-
55
98
153
1 535
(564)
-
971
Excess of nominal value over book value of the contribution
238
-
-
238
Compensations received
380
(155)
-
225
Other income not taxed in the period
123
(83)
-
40
X
20 842
(416)
X
29
X
X
20 455
22 092
751
25
22 868
1 095
(94)
29
1 030
78
(15)
-
63
109
9
-
118
25
159
-
184
Remuneration unpaid, premiums
170
85
-
255
Inventory write downs
110
(21)
-
89
Receivable write downs
139
(34)
-
105
33
(29)
(4)
-
268
-
-
268
20 006
697
-
20 703
59
(6)
-
53
1 637
86
(6)
1 717
Measurement to fair value – properties
10
30
-
40
Measurement to fair value- derivatives
153
55
(6)
202
Depreciation and amortization other than the tax one
971
88
-
1 059
Excess of nominal value over book value of contribution
238
-
-
238
Compensations received
225
(68)
-
157
40
(19)
-
21
Book depreciation and amortization other than tax one
TOTAL
Deferred tax assets in total
Deferred income tax in the period since 01.01.2013 till 31.12.2013
Deferred income tax assets
Provision for employee benefits
Provision for bonuses
Provision for warranty repairs
Future costs (liabilities)
Measurement to fair value- derivatives
Measurement to fair value- other financial assets
Other costs not to be taxed in the period
Deferred income tax provisions
Other income not to be tax in the period
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 45
złoty polski (PLN)
R-2013
46
DESCRIPTION
State at the
beginning of the
period
TOTAL
Deferred tax assets in total
Recognition
(charging) of
the result due to
change in the
state of
temporary
differences and
tax loss
Increase
(decrease) of
equity due to
change in the
state of
temporary
differences
State at the end
of the period
X
665
31
X
20 455
X
X
21 151
th
On 28 December 2010 the Company received the Permission No. 69/PSSE to run business in the area of
the Special Economic Zone.
On the day of commencement of the activity in Special Economic Zone the deferred tax assets were
st
recognized in amount of PLN 20.357 000 due to possible make use of tax relief (value of asset as at 31
December 2013 is PLN 20.703 000).
Presentation of effective tax rate
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
Basis of taxation
31.12.2013
31.12.2012
51 239
54 380
19,00%
19,00%
9 735
10 332
Possible tax from revenue tax free (permanent differences)
(7 532)
(6 925)
- dividend from related entities included
(6 961)
(5 358)
(394)
(1 354)
Tax from non-deductible expenses (permanent differences)
390
675
Asset to be taxed due to activity in Special Economic Zone
(2 846)
(20 006)
Adjustment of tax losses from previous years
211
-
Other tax deductions
(19)
(89)
Income tax
(61)
(16 013)
-0,12%
-29,45%
Tax rate
Income tax calculated pursuant to obligatory rate
- income covered by zone permission included
Effective tax rate
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 46
złoty polski (PLN)
R-2013
47
7.17. Costs by nature
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
Amortization and depreciation
31.12.2012
(8 930)
(7 192)
Material and energy consumption
(67 342)
(74 627)
Outsourcing
(26 218)
(27 890)
Employee benefits
(34 713)
(33 022)
(6 324)
(7 159)
Manufacturing costs of products for own needs of the entity
935
313
Change in finished goods and work in progress
317
3 030
(11 602)
(28 274)
(153 877)
(174 821)
Other costs
Cost of goods and materials sold
Total costs
7.18. Other operating revenues and costs are presented in the table.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
Operating revenues
31.12.2012
1 746
23 698
Result on sales of tangible fixed assets
210
23 405
Measurement of investment property
160
-
Release of inventory write downs
111
-
Release of receivable write downs
49
-
497
-
30
18
-
154
26
29
595
22
15
7
2
1
Use or release of employee benefit provisions
Surplus inventory
Reimbursement of costs (trade fairs and conferences)
Compensations received due to tangible fixed assets pursuant to IAS 16
Compensations received and liquidated damages
Donations received
Reimbursement of costs of court proceeding, legal representation
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 47
złoty polski (PLN)
R-2013
48
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
Other revenues
31.12.2012
51
62
(961)
(4 024)
(210)
(480)
Costs related to liquidation of tangible fixed assets and intangibles
-
(51)
Measurement of investment property
-
(102)
Establishment of inventory write downs
-
(34)
Establishment of receivable write downs – tax dispute with Inland Revenue
-
(1 623)
Establishment of receivable write downs
-
(103)
Establishment of provisions for employee benefits
-
(474)
(48)
(123)
(276)
(311)
(94)
(65)
Donations granted
(114)
(505)
Penalties, fines and compensations paid
(187)
(144)
(21)
(1)
(11)
(8)
785
19 674
Operating costs
Cost of liquidated tangible fixed assets
Establishment of provisions for warranty repairs
Inventory scrapping
Casualty losses and other damages to the property
Costs of court, debt collector, legal representation
Other costs
Net operating revenues
7.19. Financial revenues and costs
Financial revenues and costs are presented in table.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
Financial revenues
Dividends and shares in profits
Interest on borrowing
31.12.2013
31.12.2012
38 198
29 260
36 635
28 200
62
13
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 48
złoty polski (PLN)
R-2013
49
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
Interest on cash on bank accounts
31.12.2012
2
86
61
108
1
-
Profit on sale of shares
255
-
Positive exchange differences
150
-
Profit due to currency transactions (including derivatives)
799
560
Release of receivable write downs
1
10
Reduction of receivable discount
-
83
232
200
(1 729)
(3 144)
(1 381)
(1 620)
Interest paid to state budget
(53)
-
Other interest
(62)
(46)
-
(1 161)
Receivable discount
(28)
(70)
Commissions from loans and borrowings
(89)
(160)
(102)
(87)
(14)
-
36 469
26 116
Interest on receivables
Other interest
Other revenues
Financial costs
Interest on loans and borrowings
Negative exchange differences
Bank guarantees and commissions (excluding commissions from loans)
Other costs
Net financial revenues
Revenues and costs regarding currency transactions of derivatives are presented in table.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
Revenues
Performance of immediate currency exchange
Performance of hedging transactions
till
31.12.2012
710
415
98
98
266
27
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 49
złoty polski (PLN)
R-2013
50
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till 31.12.2013
Measurement at the end of the period
Measurement at the beginning of the period
Costs
Performance of immediate currency exchange
till
636
290
(290)
-
89
145
(6)
(35)
-
(143)
(6)
(101)
101
424
799
560
Performance of hedging transactions
Measurement at the beginning of the period
Result on derivatives
31.12.2012
7.20. Explanations to cash flow statement
APATOR S.A. prepares the cash-flow statement using the indirect method in the part referring to the
operating activity, adjusting the profit with the effects of non-cash transactions, amendment to inventories,
amendment to receivables and liabilities and other items, in which the cash effects is the cash flow from
financial or investment activity.
The table below presents the explanations to inconsistency between the amendments to the statement of
financial position and amendments to these items presented in cash flow statement.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
31.12.2012
Change in receivables
Change in long-term receivables
902
174
Change in trade receivables
(2 624)
5 859
Change in receivables due to income tax from entities
(1 141)
372
969
2 571
Change in other receivables
(517)
844
Adjustment to receivables due to income tax
1 141
(372)
(53)
18
(1 323)
9 466
Change in receivables due to other taxes and other similar charges
Adjustment to investment receivables
Change in cash flow account presented
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 50
złoty polski (PLN)
R-2013
51
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
31.12.2012
Change in liabilities
Change in long-term liabilities
399
(1 166)
1 258
(1 314)
(4 009)
4 009
436
790
(6 331)
2 112
11
(14)
(852)
(234)
Adjustment to liabilities due to derivatives
15
2 212
Adjustment to liabilities due to income tax
4 009
(4 009)
Adjustment to adjacent fee
2 016
(2 016)
Adjustments to investment liabilities
4 209
(97)
2
(1)
1 163
272
Change in long-term provisions due to employee benefits
21
29
Change in short-term provisions due to employee benefits
(93)
841
48
123
(150)
(60)
(174)
933
Change in trade liabilities
Change in liabilities due to income tax from entities
Change in liabilities due to other taxes and other similar charges
Change in other liabilities
Adjustment to liabilities due to dividend
Adjustment to liabilities due to financial lease
Other changes
Change in cash flow account
Change in provisions
Change in other short-term provisions
Change referred to capital
Change in cash flow account
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
31.12.2012
Expenses related to the purchase of tangible fixed assets
Purchase of tangible fixed assets
10 009
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
20 693
Strona 51
złoty polski (PLN)
R-2013
52
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
Change in excess of own expenses
31.12.2012
107
16
Advance payments for tangible fixed assets settled in current period
(2 729)
(2 714)
Purchase from lease
(1 634)
(350)
4 191
(99)
9 944
17 546
Change in investment liabilities
Total
7.21. Financial lease
st
As at 31 December 2013 Apator S.A. had contracts concluded of renting of telephone exchange and personal vehicles
qualified as financial lease for reporting purposes.
Book value of assets included in financial lease is presented in the table below.
DESCRIPTION
Day
31.12.2013
Transport means
Value at the end of the period
31.12.2012
128
191
1 508
130
1 636
321
Total liabilities due to financial lease are presented in the table.
DESCRIPTION
As at 31.12.2013
Fees
As at 31.12.2012
Current value
of fees
Fees
Current value
of fees
Payable in the period up to 1 year
523
469
113
90
Payable in the period from 1 year to 5 years
685
656
205
183
1 208
1 125
318
273
(83)
X
(45)
X
1 125
1 125
273
273
Future minimal fees due to financial lease contracts in total
Future financial charges (-)
Current value of minimum lease fees
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 52
złoty polski (PLN)
R-2013
53
7.22. Future payments due to operating lease not included in the
statement of financial position.
As at 31st December 2013 APATOR S.A. had future payments due to contracts concluded of renting of IT equipment
and vehicles. Furthermore, the Company included right to perpetual usufruct of land that had been granted free
based on administrative decision.
Data concerning future minimal values of lease fee are presented in the table.
DESCRIPTION
Below 1 year
from 1 year
to 5 years
Over 5 years
TOTAL
As at 31.12.2013
616
1 115
16 605
18 336
As at 12.2012
744
1 372
19 022
21 138
Data concerning lease fees recognized in financial result are presented in the table.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
Fees recognized in financial result
31.12.2012
852
1 138
7.23. Financial instruments
Categories and classes of financial instruments in reporting value are presented below.
DESCRIPTION
Borrowings
Financial
liabilities
measured
pursuant to
amortized cost
and
receivables
As at 31.12.2013
Hedging
instruments
TOTAL
29 753
(54 619)
1 061
(23 805)
Derivatives (assets)
-
-
1 061
1 061
Borrowings granted
85
-
-
85
28 299
-
-
28 299
15
-
-
15
1 354
-
-
1 354
-
(14 350)
-
(14 350)
Trade receivables
Investment receivables
Cash and deposits
Trade liabilities
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 53
złoty polski (PLN)
R-2013
54
DESCRIPTION
Borrowings
and
receivables -
Financial
liabilities
measured
pursuant
(3 to
413)
amortized cost
Hedging
instruments
TOTAL
-
(3 413)
Loans and borrowings taken
-
(35 702)
-
(35 702)
Liabilities due to lease contracts
-
(1 125)
-
(1 125)
-
(29)
-
(29)
30 614
(56 272)
633
(25 025)
-
-
648
648
Borrowings granted
297
-
-
297
25 675
-
-
25 675
76
-
-
76
4 566
-
-
4 566
Trade liabilities
-
(13 092)
-
(13 092)
-
(7 524)
-
(7 524)
Loans and borrowings taken
-
(35 358)
-
(35 358)
Derivatives (liabilities)
-
-
(15)
(15)
-
(273)
-
(273)
-
(25)
-
(25)
As at 31.12.2012
Trade receivables
Investment receivables
Cash and deposits
Financial assets and liabilities held for trading where the Company included the derivatives are measured at
fair value.
Fair value of borrowings, receivables and liabilities measured in amortized cost are recognized as book
value due to short time of their performance. Book value of these assets is close to fair value.
Revenues, costs, profits and losses recognized in financial result divided into categories of financial
instruments are presented below.
DESCRIPTION
Borrowings and
receivables
As at 31.12.2013
Financial
liabilities
measured at
amortized cost
Hedging
instruments
TOTAL
392
(1 417)
707
(318)
Revenues (costs) due to interests
126
(1 443)
-
(1 317)
Profits (losses) due to exchange differences
124
26
-
150
Revenues due to performance of derivatives
-
-
266
266
Revenues due to measurement of derivatives
-
-
346
346
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 54
złoty polski (PLN)
R-2013
55
DESCRIPTION
Borrowings and
receivables
-
Financial
liabilities
measured at
amortized cost -
Reversal of write downs
50
Profits (losses) due to performance of immediate
currency exchange
Costs due to measurement of derivatives
Hedging
instruments
TOTAL
95
95
-
-
50
92
-
-
92
(1 047)
(1 603)
497
(2 153)
207
(1 666)
-
(1 459)
(1 224)
63
-
(1 161)
Revenues due to performance of derivatives
-
-
27
27
Costs due to performance of derivatives
-
-
(143)
(143)
Revenues due to measurement of derivatives
-
-
290
290
Costs due to measurement of derivatives
-
-
323
323
(103)
-
-
(103)
Reversal of write downs
10
-
-
10
Profits (losses) due to performance of immediate
currency exchange
63
-
-
63
As at 31.12.2012
Revenues (costs) due to interests
Profits (losses) due to currency exchange
Establishment of write downs
The table below shows the analysis of derivatives at fair value and grouped pursuant to three levelled
structure, where:


Level 1 – fair value based on stock exchange prices (not corrected);
Level 2 – fair value established based on values noticeable on the market however not being indirect
market value;
Level 3 – fair value is being established based on different techniques of measurement not based on any
noticeable market data.

DESCRIPTION
As at 31.12.2013
Level 1
Level 2
As at 31.12.2012
Level 3
Level 1
Level 2
Level 3
-
1 061
-
-
648
-
Derivatives (liabilities)
-
-
-
-
(15)
-
-
1 061
-
-
633
-
Total
Transfers between level 1 and 2 have not occurred.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 55
złoty polski (PLN)
R-2013
56
7.24. Financial derivatives,hedge accounting
The agreements on currency derivatives of APATOR S.A. are concluded under the exchange rate risk
hedging policy. The Company hedges the export proceeds exceeding the import expenses.
st
st
At 31 December 2013 the Company applies the hedge accounting for the cash flow. Since 1 July 2011 the
Company designated the derivatives FX forward hedging to hedge accounting against the threat of variability
of cash flow due to the future planned cash flows from the sale denominated in foreign currency.
The table below presents the detail information concerning the hedging connection in the hedge accounting
of cash flow.
Type of hedge
The hedge of the variability of the cash flow due to the future cash
flow in EUR.
Hedged item
The hedged item is a part of highly probable cash flow due to the
sale denominated in EUR.
Hedge instruments
The hedge are FX forward transactions, where the Company
undertakes to sell EUR for PLN.
Hedged risk
The Company hedges the variability of cash flow due to the
currency risk.
Recognition in the
financial statement
Part of the change of measurement at the fair value of hedge
instruments, corresponding to the effective hedge and it is
recognized in revaluation reserve (statement of changes in
equity). The non-effective part of the change of the measurement
at the fair value of hedge instruments is recognized in the
revenues or financial costs (Note 19- point 7.19).
Period, when the cash
flow is expected
It is expected that the hedged item will generate the cash flow to
st
31 December 2015.
Nominal value
5.500 000 Eur
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 56
złoty polski (PLN)
R-2013
57
The table below presents fair value of derivatives.
DESCRIPTION
Day
31.12.2013
Long-term assets
283
517
283
517
778
131
778
131
1 061
648
-
15
-
15
-
15
Hedging instruments
Short-term assets
Hedging instruments
Total assets
31.12.2012
Hedging instruments
Total liabilities
The table below presents the amounts due to hedge accounting of cash flow recognized in result and capital
by the Company in 2013:
DESCRIPTION
Day
31.12.2013
Measurement of instruments, including:
31.12.2012
1 062
633
Revaluatuion reserve of hedging transactions (changes in measurement at fair
value of derivatives hedging against risk and corresponding effective hedging)
432
444
Financial result in the period (changes in measurement of derivatives hedging
against risk and corresponding not effective hedging)
630
189
The table below presents revaluation reserve of hedging transactions due to hedge accounting of cash flow
in 2013:
DESCRIPTION
Day
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
State at the beginning of the period
Reversal of measurement from the previous period
State at the end of the period
31.12.2012
444
(1 803)
(444)
1 803
432
444
432
444
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 57
złoty polski (PLN)
R-2013
58
7.25. Purposes and principles of financial risk management
Except for the derivatives, the main instruments used by the Company include the bank loans and
overdrafts. The Company has also the financial assets such as trade receivables and cash and other
receivables and also borrowings granted.
The Company concludes the derivative transactions which include first of all the forward contracts.
The purpose of these transactions is to manage the currency risk arisen during business activity.
The forward contracts are concluded based on the forecasts of currency exchange rates, pursuant to the
corporate guideline and the Resolution of the Executive Board.
The risk, to which APATOR S.A. is exposed, includes the market risk (first of all currency risk and lesser
interest rate risk) as well as loan risk and liquidity risk.
Currency risk
The Company is exposed to currency risk due to trade transactions being concluded. Such risk arises as a
result of any selling or buying in the other currency than its functional currency (PLN).
The level of exposure of APATOR SA to currency risk is presented in the table below.
DESCRIPTION
As 31.12.2013
In foreign
currency
Items in Eur (EUR)
As at 31.12.2012
In PLN
In foreign
currency
in PLN
1 992
7 902
2 594
10 131
2 047
8 254
1 966
7 795
5
21
1
3
21
85
75
297
334
1 320
1 143
4 523
(411)
(1 760)
(590)
(2 485)
(4)
(18)
(1)
(2)
(885)
(2 765)
(840)
(2 708)
1
4
7
22
97
299
114
359
2
5
2
6
Trade liabilities
(844)
(2 623)
(612)
(1 954)
Advance payments received for deliveries
(141)
(450)
(351)
(1 141)
Trade receivables
Advance payments transferred for the purchase of
materials and services
Borrowings granted
Cash
Trade liabilities
Advance payments received for deliveries
Items in American dollars (USD)
Trade receivables
Advance payments transferred for the purchase of
materials and services
Cash
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 58
złoty polski (PLN)
R-2013
59
As at the reporting day cash assets and liabilities were converted pursuant to the exchange rate of leading
bank binding at the end of the reporting period. (assets pursuant to exchange rate of purchase, liabilities –
exchange rate of selling).
DESCRIPTION
As at 31.12.2013
Exchange rate
of purchase
As at 31.12.2012
Exchange rate
of selling
Exchange rate
of purchase
Exchange rate
of selling
EUR
4,0326
4,2820
3,9647
4,2099
USD
2,9275
3,1085
3,0051
3,1909
st
As at 31 December 2013 Apator S.A. had forward type currency contracts.
Cash flow
As at 31.12.2013
As at 31.12.2012
In zloty on the
In zloty on the
In foreign
day of
In foreign
day of
currency
conclusion of
currency
conclusion of
the contract
the contract
DESCRIPTION
Hedging instruments for cash flow in EUR
(5 500)
(23 296)
(5 000)
(20 722)
Pursuant to the guideline “Regulations in the field of forwards agreements" (edition V) adopted by Apator SA
to hedge the export proceeds exceeding the import expenses the forward contracts and ordinary cost
options are applied. In order to conclude the forward contracts it is required the consent of the Executive
Board in a form of the resolution, where the maximum nominal of hedges is specified, defined based on the
foreign trade balance plan and level of current hedges. The conclusion of comprehensive hedging structure
is made upon the positive opinion of the Supervisory Board, which makes the decision after the Executive
Board presented the intent to use of such hedge and its potential influence on financial results.
The table below presents the sensitivity of gross financial result and equity on the reasonable possible
fluctuations of currencies exchange rates.
The Company expects that all currencies may fluctuate by 10% (at no variability of other parameters).
DESCRIPTION
In the period since 01.01.2013 till 31.12.2013
Impact on gross
Direct impact
Impact on gross
Direct impact
financial result
on equity
financial result
on equity
EUR / PLAN
+10%
790
2 283
1 013
2 072
- 10%
(790)
(2 283)
(1 013)
(2 072)
+10%
(277)
-
(271)
-
- 10%
277
-
271
-
USD / PLN
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 59
złoty polski (PLN)
R-2013
60
Risk of interest rate
APATOR S.A. is exposed to the risk of interest rate, because it has liabilities in a form of loans bearing
interest pursuant to the variable interest rate.
The Company does not apply any hedges in a form of swaps and forwards of interest rates due to small
variability of WIBOR rates, on which the credit interest rates are based.
The table below presents the financial instruments due to the interest rate.
DESCRIPTION
Day
31.12.2013
Financial instruments with fixed interest rate
Financial assets
Financial liabilites
Financial instruments with variable interest rate
Financial assets
Financial liabilities
Total
31.12.2012
10 607
2 609
28 399
27 330
(17 792)
(24 721)
(35 509)
(31 108)
1 318
4 523
(36 827)
(35 631)
(24 902)
(28 499)
The table below presents the sensitivity of gross financial result and equity on the reasonable possible
fluctuations of WIBOR rates. For the analysis purposes it is assumed that all amount of unpaid liabilities at
the end of reporting period remained unpaid for all year.
DESCRIPTION
Impact on gross
financial result
Impact on
Impact on gross
financial result
equity
Impact on
equity
WIBOR
+ 100 basis points
(355)
- 100 basis points
355
(311)
-
311
-
Loan risk
The loan risk means that the contractor will not fulfil its liabilities following the financial instrument or
agreement that will cause that the other party will suffer the financial loss.
APATOR S.A. is exposed to the loan risk resulting from operating activity, mainly from trade receivables.
In order to reduce the risk, the Company concludes the transactions only with reputable companies with
good credit capacity. All customers, who want to make use of the postponed terms of payments, are subject
to initial verification. The financial inspection of sale orders operates in the company. The Company strives
to cooperate with all clients is based on the trade agreements. Moreover, owing to current monitoring of
receivables, the exposure of the Company to the risk of uncollectible receivables is small.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 60
złoty polski (PLN)
R-2013
61
The trade receivables include the due amounts from huge number of customers, distributed between various
sectors and geographical areas.
At the end of 2013, one customer presented the receivables balance over 10% of the total balance of trade
receivables. These receivables referred to Tauron Dystrybucja Pomiary Sp. z o.o. (19 % - PLN 5.354.000 ).
The loan risk related to cash and derivatives is limited because the contractors of Apator SA are the banks
with high rating awarded by international rating agencies.
Liquidity risk
APATOR S.A. has been monitoring the liquidity risk, establishing the monthly expenditures plans and it
analyses the financial conditions on a current basis. In order to finance the current business activity Apator
SA, it uses mainly the overdraft.
The table below presents information on liabilities of maturity dates.
DESCRIPTION
Value as at
reporting day
Cash flow resulting of the contract
over 6
months
As at 31.12.2013
Loans and borrowings
Trade liabilities
As at 31.12.2012
Loan and borrowings
Payments due derivatives
Trade liabilities
from 6 to
12
months
from 1
year
to 2 years
from 2 to
5 years
over 5
years
TOTAL
54 619
32 994
20 255
826
425
283
54 783
35 702
15 849
19 853
-
-
-
35 702
1 125
262
261
685
-
-
1 208
14 350
14 350
-
-
-
-
14 350
3 413
2 504
141
141
425
283
3 494
29
29
-
-
-
-
29
48 763
13 273
66
35 367
102
-
48 808
35 358
94
-
35 264
-
-
35 358
273
62
51
103
102
-
318
15
-
15
-
-
-
15
13 092
13 092
-
-
-
-
13 092
25
25
-
-
-
-
25
Capital management
The main target of the capital management of APATOR S.A. is to keep the good credit rating and secure
capital ratios which would support the operating activity of the Company and would increase the goodwill for
its shareholders.
APATOR S.A. manages the capital structure and as a result of changes in economic conditions enters the
changes to this structure. In order to adjust the capital structure, the Company may pay dividend for
shareholders, return the capital to shareholders or issue new shares.
APATOR S.A. has been monitoring the capitals using leverage ratio which is calculated as net debts to sum
of capitals increased by net debts.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 61
złoty polski (PLN)
R-2013
62
The net debts include the loan and borrowings bearing interests, trade liabilities and other liabilities excluding
the derivatives reduced by cash and cash equivalents.
Equity includes the equity presented in the statement of financial position.
7.26. Information on related entities
Information on managing staff benefits is presented in the table.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
Short-term employee benefits
Other long-term benefits
Total
31.12.2012
4 416
4 418
59
99
4 475
4 517
The Company identified the related entities. The following entities have been recognized as the related ones:
a.











b.




c.
d.
e.
Subsidiaries
Apator Control Sp. z o.o. (Toruń)
Apator Mining Sp. z o.o. (Katowice)
FAP Pafal S.A. (Świdnica)
Apator Metrix S.A. (Tczew)
Apator GmbH (Berlin, Germany)
Apator Rector (Zielona Góra)
Apator Powogaz S.A. (Poznań)
Apator Telemetria Sp. z o.o. (Słupsk) – subsidiary of Apator Powogaz S.A.
Apator Metroteks (Kiev, Ukraine) – subsidiary of Apator Powogaz S.A.
Apator Metra (Supmerk, Czech Republic) – subsidiary of Apator Powogaz S.A.
st
Newind Sp. z o.o. (Wrocław) – till 31 May 2013 subsidiary of Apator Rector Sp. z o.o.
Joint controlled entities
th
ZAO Apator Elektro (Moscow, Russia) – on 15 January 2013 the Company was liquidated
OOO Apator- Electro (Moscow, Russia)
Teplovodomer (Mytishi, Russia) – joint controlled entity by Apator Powogaz S.A.
George Wilson Industries Ltd. (Coventry, United Kingdom) – joint controlled entity by Apator Metrix S.A.
Members of the Supervisory Board
Members of key management staff
Close members of families of the Members of the Supervisory Board and management staff residing in
the same household
f. Entities controlled by persons specified in points c and d
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 62
złoty polski (PLN)
R-2013
63
The Executive Board of APATOR S.A. confirms that top management of APATOR S.A. includes the following
persons:




th
Andrzej Szostak – President of the Executive Board (since 25 June 2013 )
th
Janusz Niedźwiecki – President of the Executive Board (till 24 June 2013 )
Tomasz Habryka – Member of the Executive Board
Jerzy Kuś – Member of the Executive Board
Other members of the Management:



Janina Karaszewska – Zandrowicz – Proxy, Finance Director
Krzysztof Malec – Proxy, Manufacturing Director
Mirosław Klepacki – Proxy, Switchgear Director
Transactions with other related entities specified in points c – f, except for making payments due fulfilment of
the functions and benefits due to work, were presented in the table above (other related entities).
Transactions with related entities were based on market conditions. Data concerning transactions carried out
with related entities and information on unsettled balances are presented in the table.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 63
złoty polski (PLN)
R-2013
64
DESCRIPTION
Apator
Control Sp.z
o.o.
Apator
Metrix S.A.
Apator
Mining Sp.z
o.o.
Apator
Powogaz
S.A.
Apator
Rector Sp.z
o.o.
Newind Sp.z
o.o.
FAP Pafal
S.A.
Apator
Telemetria
Sp.z o.o.
Apator
GmbH
Apator
Electro S.A.
Apator
Electro
Sp.z o.o.
OTHER
RELATED
ENTITIES
TOTAL
Transactions in the period since 01.01.2013 till l 31.12.2013
Sales of products and services
675
1 731
178
8 453
98
60
8 043
909
2 536
5 417
-
28 100
Sales of goods and materials
35
-
6
19
-
-
338
-
60
1 659
-
2 117
Sales of tangible fixed assets
and intangibles
-
-
-
-
-
-
72
-
-
-
41
113
Sales of shares
-
-
-
-
-
-
7 760
-
-
-
-
7 760
54
232
13
569
-
-
598
39
149
1 439
-
3 093
Borrowings granted in the
period
3 000
-
-
-
-
-
-
-
-
-
-
3 000
Repayments received due to
borrowings granted
3 000
-
-
-
-
-
-
-
-
-
-
3 000
56
-
-
-
-
-
-
-
6
-
-
62
Receivables due to borrowing
granted
-
-
-
-
-
-
-
-
85
-
-
85
Dividend paid
-
-
4 680
-
-
-
-
-
-
-
-
4 680
1 000
4 015
5 523
16 250
7 350
-
2 497
-
-
-
-
36 635
14
515
1
45
90
23
15 603
42
1 375
293
91
18 092
Trade receivables
Interest received due to
borrowings granted
Revenues due to dividend
Purchase of products,
services, goods and materials
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 64
złoty polski (PLN)
R-2013
65
DESCRIPTION
Apator
Control Sp.z
o.o.
Purchase of tangible fixed
assets and intangibles
Apator
Metrix S.A.
Apator
Mining Sp.z
o.o.
Newind Sp.z
o.o.
-
109
177
-
Trade liabilities
-
10
-
7
-
-
Advance payments received
for deliveries
5
28
-
45
-
-
Apator
Rector Sp.z
o.o.
Newind Sp.z
o.o.
Apator
Control Sp.z
o.o.
Apator
Metrix S.A.
Apator
Mining Sp.z
o.o.
-
Apator
Rector Sp.z
o.o.
-
DESCRIPTION
-
Apator
Powogaz
S.A.
Apator
Powogaz
S.A.
FAP Pafal
S.A.
Apator
Telemetria
Sp.z o.o.
Apator
GmbH
Apator
Electro S.A.
-
-
2 677
-
-
7
-
-
FAP Pafal
S.A.
Apator
Telemetria
Sp.z o.o.
Apator
GmbH
Apator
Electro S.A.
Apator
Electro
Sp.z o.o.
-
OTHER
RELATED
ENTITIES
TOTAL
-
286
-
15
2 709
-
-
85
Apator
Electro
Sp.z o.o.
OTHER
RELATED
ENTITIES
TOTAL
Transactions in the period since 01.01.2012 till 31.12.2012
Sales of products and services
447
469
205
6 626
86
55
12 394
573
3 506
3 846
-
-
28 207
Sales of goods and materials
6
-
11
-
-
-
2 355
4
2 699
1 346
-
8
6 429
Sales of tangible fixed assets
and intangibles
19
-
-
10
-
-
75
-
-
-
27
131
Trade receivables
48
23
26
506
-
-
391
156
574
-
-
1 946
Other receivables
-
-
-
12
-
-
-
-
-
-
-
12
Repayments received due to
borrowings granted
-
-
-
-
-
-
-
-
222
-
-
222
Interest received due to
borrowings granted
-
-
-
-
-
-
-
-
14
-
-
14
Receivables due to borrowing
granted
-
-
-
-
-
-
-
-
297
-
-
297
Dividend paid
-
-
4 140
-
-
-
-
-
-
-
-
4 140
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
222
Strona 65
złoty polski (PLN)
R-2013
66
DESCRIPTION
Apator
Control Sp.z
o.o.
Revenues due to dividend
Apator
Metrix S.A.
Apator
Mining Sp.z
o.o.
6 049
Apator
Powogaz
S.A.
10 000
Apator
Rector Sp.z
o.o.
Newind Sp.z
o.o.
6 020
-
1 104
1 027
4 000
Purchase of products, services
goods and materials
11
7
-
66
250
57
Purchase of tangible fixed
assets and intangibles
13
-
-
26
-
Trade liabilities
-
-
-
-
Advance payments received
for deliveries
5
28
-
-
-
Other liabilities
-
-
FAP Pafal
S.A.
Apator
Telemetria
Sp.z o.o.
Apator
GmbH
Apator
Electro S.A.
-
-
34 257
-
1 212
135
9
-
159
48
2 685
45
-
-
-
-
-
-
-
-
Apator
Electro
Sp.z o.o.
TOTAL
-
28 200
-
61
35 921
-
-
11
194
-
59
-
5
2 956
8
-
-
-
-
86
126
-
-
-
-
-
126
-
-
-
-
1
-
1
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 66
złoty polski (PLN)
-
OTHER
RELATED
ENTITIES
R-2013
67
7.27. Contingent items and other ones not recognized in financial
statement of financial position
Guarantees
st
As at 31 December 2013 Apator S.A. had valid guarantees issued by:
1. Bank Handlowy w Warszawie S.A.:
 Due to satisfactory performance in maximum amount of PLN 30 000 till 19th September 2015 ;
2. TU Hermes S.A.:
 Due to satisfactory performance in maximum amount of PLN 2.354 000 till 27th September 2015;
 Due to warranty and quality guarantee in maximum amount of PLN 1.042 000 till 30th June 2017;
 Due to security in amount of PLN 1.400 000 till 8th February 2014
st
In addition, as at 31 December 2013 Apator S.A. had valid guarantee due to remedy of defects and faults
th
for the total amount of PLN 826 500 issued by Marbud S.A. with the deadline till 29 March 2015.
th
On 25 April 2013 Apator SA and subsidiary Apator Control Sp. z o.o., concluded the contract and based on
it, Apator S.A. granted the guarantee for satisfactory of performance of the contract by Apator Control Sp. z
o.o. towards ArcelorMittal Poland S.A.. Maximum amount of guarantee is PLN 24, 8 m and it includes the
entire value of the contract. Guarantee was granted for the period since 25th April 2013 till 22nd March
2014. Based on the contract concluded due to guarantee granted,Apator Control Sp. z o.o. is obligated to
make payment of the commission on the amount of guarantee 1,3% annually for each commenced month of
guarantee.
Contingent liabilities
th
On 30 December 2010 the contract was concluded under which Apator S.A. after the lapse of the
st
subsequent 3 fiscal years (not earlier than 31 December 2013) is entitled to acquire the remained 30% of
the shares of Apator Rector Sp. z o.o. (call option) that means that the present shareholders of Apator
Rector Sp. z o.o. irrevocably undertook to sell the shares for Apator S.A. At the same the present
shareholders of Apator Rector Sp. z o.o. are entitled to sell the remained 30% of shares (put option) to
Apator S.A. that means that the Apator S.A. irrevocably undertook to acquire the shares from the present
shareholders of Apator Rector Sp. z o.o. The price depends on the results of the Company within 20112013.
7.28. Structure of employment
The employment in Apator S.A. is presented in the table.
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
Average employment in persons in the period
Blue collar workers
31.12.2013
31.12.2012
499
476
305
285
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 67
złoty polski (PLN)
R-2013
68
DESCRIPTION
Period
since 01.01.2013
since 01.01.2012
till
till
31.12.2013
White collar workers
31.12.2012
194
191
512
474
Blue collar workers
318
281
White collar workers
194
193
Employment in persons at the end of the period
7.29. Remuneration of entity entitled to audit financial statement
th
On 6 June 2012, KPMG Audyt Spółka z o.o. sp. k. and Apator S.A. concluded the contract of auditing
covering the audit of interim and annual financial statement of APATOR S.A. and the review of interim and
audit of the annual consolidated financial statement of APATOR SA for 2012-2013. The auditing that
concerns 2011 was carried out also by KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp. k.
The remuneration for the statutory auditor is presented in the table below.
DESCRIPTION
VALUE
2013
2012
Auditing/ Reviewing of interim financial statements
46
44
Auditing/ reviewing of annual financial statements
69
66
115
110
Total
Except for the remuneration above, APATOR S.A. covers also the documented costs of staying of auditing
team outside of its headquarters (travel, accommodation) and costs of courier shipments .
7.30. Subsides
APATOR S.A. participates in “Research of data transmission effectiveness in PLC technology in low and
nd
medium voltage networks” project as co-contractor based on the contract concluded on 2 August 2012
between National Centre for the Research and Development and Wrocław University of Technology. Based
th
on the contract concluded, APATOR SA as co-contractor received on 19 December 2012 the amount of
PLN 100 000 as subsidy to make prototypes of communication equipment in PLC technologies. The period
of performance of the project is 36 months.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 68
złoty polski (PLN)
R-2013
69
7.31. Amendments to accounting principles
Apator S.A. has made some amendments to hereby separate annual financial statement of comparative
period resulting of the amendment to the standard IAS 19 „Employee benefits”. Pursuant to the standard
amended, the cost of the programme for defined benefits covering remeasurement of net liabilities due to
defined benefits of Apator S.A. was recognized in other comprehensive income. In respect of the above
amendment the loss of PLN 60 000 corrected by the tax in amount of PLN 11 000 was included in other
comprehensive income.
7.32. Events that occurred after the end of reporting period.
st
On 31 January 2014 notary deed was signed and under it the share capital of Apator GmbH (Berlin) was
increased from 50 000 € to the amount of 70 000 €.
th
On 12 February 2014 the sales contract of registered shares was concluded between Apator SA and FAP
Pafal SA. Under the contract Apator SA sold 111.000 shares of FAP Pafal SA for total amount of
PLN 2.997 000. FAP Pafal purchased the registered shares for their redemption. The day of payment was
th
fixed on 28 February 2014.
th
On 18 February 2014, due to performance of investment contract concluded in 2010 the offer of acquisition
of 30% of shares of Apator Rector Sp. z o.o. was accepted. The conclusion of the purchase contract of the
th
above shares will take place till 7 July 2014 and it will be long time investment. In result of performance of
the contract, Apator S.A. will purchase in total 300 shares of nominal value PLN 1.000 per share. Total
purchase price will be PLN 17,9 m. After the transmission of properties, Apator S.A. will have 100% of capital
and 100% votes in Apator Rector Sp. z o.o.
th
On 19 February 2014 the Executive Board of Apator S.A. declared the payment of dividend from the profit
in financial year 2013 in gross amount at least PLN 0, 60 per share will be paid in December 2013. Final
decision will be made on 16th June 2014 at Ordinary General Shareholders Meeting.
th
On 18 March 2014 all suspending conditions were met that had been defined in preliminary contingent
sales contract of shares of Przedsiebiorstwo Wdrożeń Postepu Technicznego Elkomtech SA with
rd
headquarters in Łódź concluded on 23 December 2013:
 on 7th March 2014 Apator SA received the decision of the President of the Office of Competition and
Consumer Protection allowing to take control over Elkomtech SA
 on 18th March 2014 Apator SA received the financial statement of Elkomtech SA prepared by Elkomtech
st
SA for the financial year ending on 31 December 2013.
 on 18th March 2014 the method and conditions of the employment of Members of the Executive Board of
Elkomtech S.A. were changed. Further to the obligation of the performance indicated in the preliminary
st
contract the parties decided that the final contract was concluded on the 1 April 2014.
On 19th March 2014 Apator SA and Bank Handlowy w Warszawie concluded long term loan contract. Under
the contract and the annex signed on 9th April 2014 Bank granted Apator SA, the loan in amount of
PLN 98.411.970, 72 destined to finance of acquisition of 100% shares of Przedsiębiorstwo Wdrożeń Postępu
Technicznego Elkomtech SA. The bank loan was granted for the period of 5 years and it will be repaid since
st
31 December 2014 in nine six-month capital instalments:
 The first instalment payable on 31st December 2014 in amount of PLN 10.000.000,00
 From the second instalment up to eight one payable at the end of June and December in amount of
PLN 11.250.000,00
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 69
złoty polski (PLN)
R-2013
70

st
The tenth instalment payable on 31 December 2018 in amount of PLN 9.661.970,72
Calculation of interest and its payment will be made quarterly. The following hedging was established for the
long term contract:
 registered pledge to the highest hedging value in amount of PLN 60 m established for 1,8 million own
shares of Apator SA being in possession of subsidiary- Apator Mining Sp. z o.o.;
 registered pledge on 100% shares of Elkomtech;
 mortgage up to the amount of PLN 40 m on property of Apator SA located in Ostaszewo with assignment
of rights from insurance policy;
 legal guarantee of Apator Powogaz SA up to the amount of PLN 100 m.
In the period of liability resulting from long term loan contract, Apator SA made some statements of subject
to enforcement including the highest one to the amount of PLN 118.094.365,00.
st
The opening of the loan in amount of PLN 98.411.970,72 took place on 31 March 2014.
st
On 1 April 2014 the final contract of the acquisition of 14.005 registered shares of Elkomtech S.A. was
concluded. The purchase price was PLN 98.411.970,72 i.e PLN 7.026,92 per share. Total nominal value of
the shares is PLN 700.250,00 and it is 100% share in share capital of the company being purchased and
100% of total number of votes at its general shareholders meeting.
th
On 9 April 2014 Apator SA and Bank Handlowy w Warszawie SA concluded the contract of establishment
of registered pledge for 14.005 shares of Przedsiębiorstwo Wdrożeń Postępu Technicznego Elkomtech SA.
Total nominal value of pledge shares is PLN 700.250,00 and it is 100 % share in share capital of Elkomtech.
The pledge established in favour of the Bank is the hedging of repayment of long term loan pursuant to
th
contract concluded on 19 March 2014.
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 70
złoty polski (PLN)
R-2013
71
8. Signatures
Signatures of Executive Board
2014-04-23
Andrzej Szostak
President of Executive Board, Managing Director
2014-04-23
Tomasz Habryka
Member of Executive Board, Chief Operating Officer
2014-04-23
Jerzy Kuś
Member of Executive Board, Metering Equipment and Systems Director
Signature of person responsible for accounting books
2014-04-23
Janina Karaszewska – Zandrowicz
Finance Director
Nazwa jednostki:
Apator SA
01.01.2013 – 31.12.2013
Strona 71
złoty polski (PLN)
Management Report Business activity of Apator SA in 2013
Business activity of Apator SA in
2013
1
Management Report
2013
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
All amounts are presented in thousands of PLN (unless started otherwise)
Reporting currency:
Polish zloty (PLN)
Page 1
2013
2
Contents
1.
General information ................................................................................................................................................... 5
2.
Information on organizational relationships of Apator SA......................................................................................... 5
2.1. Composition of the Apator Group as of December 31, 2013 ...................................................................................... 5
2.2. Changes in the basic management principles of the issuer’s entity and its capital group .......................................... 5
2.3. Changes in the composition of the Apator Group in 2013 .......................................................................................... 6
3.
Description of the entity authorized to audit the financial statements and its remuneration .................................. 7
4.
Statement of the Management Board on the entity authorized to audit the financial statements .......................... 7
5.
Statement of the Management Board of Apator SA concerning the preparation of financial statements and the
Management Report .................................................................................................................................................. 8
6.
Description of the basic economic and financial figures ............................................................................................ 8
6.1. Assessment of factors and unusual events affecting the financial results in 2013 ..................................................... 8
6.2. The most important successes and failures of the Issuer ............................................................................................ 9
6.3. Information on markets ............................................................................................................................................. 10
6.3.1. Basic trends in the economy and the tempo of economic growth......................................................................... 10
6.3.2. Branches, in which Apator SA operates .................................................................................................................. 11
6.3.3. Sales analysis and structure .................................................................................................................................... 12
6.4. Financial results ......................................................................................................................................................... 14
6.5. Financial standing analysis ......................................................................................................................................... 15
6.6. Employment ............................................................................................................................................................... 16
6.7. Investments in non-financial assets ........................................................................................................................... 16
6.8. Investment in financial assets .................................................................................................................................... 16
6.9. Assessment of investments capacity ......................................................................................................................... 16
6.10. Dividend ................................................................................................................................................................... 17
6.11. Prospectus and development factors for the business activity including the strategy elements ........................... 18
6.11.1. Business activity strategy for the Apator Group for 2014-2019 ........................................................................... 18
6.11.2. Extension of the Apator Group by Elkomtech SA ................................................................................................. 19
6.11.3. Development factors ............................................................................................................................................ 20
6.11.4. Risk and threats factors ........................................................................................................................................ 20
7.
Purchase process, supply sources ............................................................................................................................ 21
8.
Assessment of financial resources management, in particular considering the ability to meet liabilities taken and
a determination of the possible threats and actions, which were taken or are to be taken by the issuer in order to
counteract said threats ............................................................................................................................................ 22
9.
Borrowings ............................................................................................................................................................... 24
9.1. Information on drawn and terminated borrowing agreements ................................................................................ 24
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 2
Reporting currency:
Polish zloty (PLN)
2013
3
9.2. Information on granted loans in the current fiscal year ............................................................................................ 25
10. Information on granted and received warranties and guarantees in the relevant fiscal year................................. 26
11. Agreements concluded by the company and the members of the Management Board ......................................... 27
12. Stocks and shares held by the members of the Management Board and Supervisory Board of Apator SA ............ 27
12.1. Supervisory Board .................................................................................................................................................... 27
12.2. Management Board and Proxies ............................................................................................................................. 28
13. Proceedings in progress before the court, entity competent for the arbitrage proceeding or public administration
entity ........................................................................................................................................................................ 28
14. Information on transactions concluded on terms and conditions other than arm’s length principle ..................... 29
15. Information on agreements concluded, which are significant for the Issuer’s business activity ............................ 29
15.1. Agreements between shareholders ........................................................................................................................ 29
15.2. Trade agreements .................................................................................................................................................... 29
15.3. Cooperation agreements ......................................................................................................................................... 30
15.4. Insurance agreements: ............................................................................................................................................ 30
16. Information on issuance of securities of Apator SA ................................................................................................. 31
17. Information on agreements which may result from change of the proportion of the shares held by the present
shareholders............................................................................................................................................................. 31
18. Employee programs control system ......................................................................................................................... 31
19. Forecast of results of Apator SA ............................................................................................................................... 31
20. Statement on applying the corporate governance principles .................................................................................. 31
20.1. List of Apator SA shareholders holding, directly or indirectly, the significant block of shares ................................ 32
20.2. Description of the basic features of the internal control and risk management, in relation to the process of
preparing financial statements and consolidated financial statements .................................................................. 32
20.3. Specification of the holders of any securities giving special control rights, including their description. ................ 34
20.4. Limitations to the execution of voting rights ........................................................................................................... 34
20.5. Indication of any limitations regarding the transfer of the ownership rights of Apator SA shares ......................... 35
20.6. Description of the rules for appointing and recalling the members of the managing bodies and their rights, in
particular the right to make a decision regarding the issuance or buy-out of shares ............................................. 35
20.6.1. General Meeting ................................................................................................................................................... 35
20.6.2. Supervisory Board ................................................................................................................................................. 35
20.6.3. Management Board .............................................................................................................................................. 36
20.7. Description of the changes to the Articles of Association of Apator SA .................................................................. 37
20.8. General Meeting operation principles ..................................................................................................................... 37
20.9. The composition of the managing and supervising bodies of Apator SA, along with its changes during the last
fiscal year and a description of its activity ............................................................................................................... 39
20.9.1. Management structure of Apator SA as of December 31, 2013:.......................................................................... 39
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 3
Reporting currency:
Polish zloty (PLN)
2013
4
20.9.2. Supervisory Board ................................................................................................................................................. 39
20.9.3. The Auditing Committee of the Supervisory Board of Apator SA ......................................................................... 41
20.9.4. Management Board .............................................................................................................................................. 42
Signatures ......................................................................................................................................................................... 45
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 4
Reporting currency:
Polish zloty (PLN)
2013
5
1. General information
The Apator Company was founded in 1949. Since 1993 it has operated as a joint-stock company [spółka akcyjna]
established by the employees of the liquidated state enterprise. The subject of Apator S.A.’s business activity includes
designing, manufacturing and selling control and switch gear systems and instruments. Apator SA is entered into the
National Court Register, Entrepreneurs Register with KRS number 0000056456. Entire business activity of the
Company is located in Pomeranian Special Economic Zone in Ostaszewo.
As of April 24, 1997, Apator SA has had their stock listed at the Warsaw Stock Exchange. This trading is performed via
continuous trading. The Company is classified under the electromachinery industry sector.
The shares of the Company are included to the following indexes:



mWIG40,
RESPECT Index,
WIGdiv.
2. Information on organizational relationships of Apator SA
Information on organizational or capital relationships of the Issuer with other entities and description of its major
domestic and foreign investments (securities, financial instruments, intangible assets and properties), including capital
investments outside the group of subsidiaries and description of the financing method.
2.1. Composition of the Apator Group as of December 31, 2013
The parent entity of the Apator Group is the company Apator SA. The Group is composed of 11 companies, including
10 subsidiaries. In 2013 the composition of the Apator Group was reduced as a result of sales of Newind Sp. z o.o. by
Apator Rector Sp. z o.o. on May 31, 2013.
Apator GmbH
Apator Metrix
FAP Pafal
Apator Control
Apator Mining
Apator Powogaz
Apator Rector
Apator Elektro
100%
100%
100%*
100%
100%
100%
70%
50%
GWI
50%
Apator Metra
Apator Telemetria
Apator Metroteks
Teplovodomer
100%
61,6%
61%
50%
Inda
35%
*) this amount included 19.1% of own shares purchased from Apator SA Upon redemption of these shares, the share of Apator SA will be 100% of the
share capital of FAP Pafal SA.
2.2. Changes in the basic management principles of the issuer’s entity
and its capital group
On June 25, 2013 the three-person Management Board of Apator SA was appointed for new term of office 2013-2016.
The duties of the Management Board were divided into the following functions: strategic and operational. The
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 5
Reporting currency:
Polish zloty (PLN)
2013
6
operational function was delegated to the newly appointed Operation Director- Management of the Board, to whom
the Production Director along with its organizational unit is subordinated.
Moreover, in 2013 the division of Export Director was liquidated and the separate units are established- sales offices
responsible for export sale in the division of Switchgear Equipment Director and Metering Equipment Director.
Upon changes in 2013 the organizational structure of Apator is as follows:




Operational division- managed by Operational Director, Member of the Management Board
Metering division- managed by Metering Equipment and Systems Director, Member of the Management Board
Switchgear division- managed by Switchgear Equipment Director,
Financial division- managed by Financial Director.
The entire company is managed and supervised by the President of the Management Board, CEO.
The management principles of the Apator Group are not changed. The changes in the group composition were made.
2.3. Changes in the composition of the Apator Group in 2013
1) Apator Rector Sp. z o.o., - Sales of Newind Sp. z o.o.
On May 31, 2013 the company Apator Rector Sp. z o.o. sold all held shares of the company Newind Sp. z o.o. for the
amount of PLN 1 728 k (acquired for PLN 1 043.7 k). Total costs of sales amounted to PLN 3 012 k (referred to
derecognition of assets, goodwill and liability due to put option). The consolidated loss on sales of shares amounted to
PLN 1 284 k.
2) Apator Elektro- change of legal form
On October 17, 2012 the General Meeting of ZAO Apator Elektro (joint-stock company) took a decision to reorganize
the company by its liquidation and the establishment of the new company OOO Apator Elektro (limited liability
company). On November 26, 2012 the new company OOO Apator Elektro was established, where Apator holds 50% of
shares. OOO Apator Elektro took over the role of commercial mediator on the Russian market, in place of ZAO Apator
Elektro. The commencement of activity in a form of limited liability company was caused by legal aspects (lower tax
burden). On January 15, 2013 the company ZAO Apator Elektro was liquidated.
3) FAP Pafal SA- decrease of capital, restructuring
In 2013 Apator SA sold 287 392 own shares for the amount of PLN 7 760 k to FAP Pafal SA. The purchase price was PLN
7 501 k. The part of shares (i.e. 181 210 pieces) was redeemed in 2013 and the second part will be redeemed in 2014.
In connection with the above Apator SA as of December 31, 2013 held 80.9% shares of FAP Pafal SA.
The restructuring process of FAP Pafal SA as consequence of transfer of electronic energy meters production to Apator
SA is in progress. The business of FAP Pafal SA will be focused on the production of induction meters and metering
services.
4) Apator Powogaz SA- increase of capital
On July 12, 2013 (entry to NCR) the share capital of Apator Powogaz SA was increased from PLN 753.5 k into PLN 4 000
by the issue of 64 930 shares. These shares were taken up by Apator SA.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 6
Reporting currency:
Polish zloty (PLN)
2013
7
5) George Wilson Industries Ltd. – acquisition of shares in Inda d.o.o.
The company under joint control of Metrix SA- George Wilson Industries Ltd., on September 03.09.2013, 35% acquired
50 of shares in the share capital of Inda d.o.o., with the registered office in Ljubljana (Slovenia) for the price of EUR
213,6 k (i.e. PLN 213.6 k at the average exchange rate of NBP of 03.09.2013 amounting to EUR 1 = PLN 4.2720). Inda
d.o.o. carries the development works for smart metering.
6) Elkomtech SA- shares purchase agreement
On December 23, 2013 Apator SA and Przedsiębiorstwo Wdrożeń Postępu Technicznego Elkomtech SA entered into
the agreement on purchase of 100% shares in Przedsiębiorstwo Wdrożeń Postępu Technicznego Elkomtech SA, with
the registered office in Łódź. On April 1, 2014 the transaction was finalized. The purchase price for 100% shares
amounted to PLN 98.4 M.
In 2014 there will be a change in segments classification of Apator Group as a result of updating the strategy and
expansion of the Apator Group by Elkomtech SA.
3. Description of the entity authorized to audit the financial statements
and its remuneration
The audit of the separate annual financial statement was carried out by the entity authorized to audit the financial
statements- KPMG Audyt Spółka z ograniczoną odpowiedzialnością Sp. k., with its registered office in Warsaw.
On June 6, 2012, Apator SA concluded agreements with the entity authorized to audit financial statements:

An agreement regarding the audit of the separate financial statement and the review of the interim financial
statement for the first half of 2013 - under this agreement the remuneration for the authorized entity is PLN 46 k
plus VAT (1st six months of 2012: PLN 44 k);

An agreement regarding the audit of the separate financial statement and the audit of the consolidated financial
statement for 2013 - under this agreement the remuneration for the authorized entity is PLN 69 k plus VAT (for
2012: PLN 66 k).
Moreover, Apator SA bears the cost of travelling, meals and accommodation of the employees performing the audit.
Pursuant to these agreements on audit a review of the interim consolidated statements this amount cannot exceed
PLN 9.5 k plus VAT and for the audit of the separate and consolidated financial statement- PLN 15 k net.
The cost of other services rendered by KPMG Audyt Sp. z o.o for Apator SA in 2013 amounted to PLN 18 k and in 2012:
PLN 35 k.
Apator SA has been using the services of KPMG Audyt spółka z ograniczoną odpowiedzialnością sp. k., starting with the
audit of interim financial statements for 2011.
On December 12, 2013 the Supervisory Board of Apator SA selected the company KPMG Audyt spółka z ograniczoną
odpowiedzialnością sp. k. to review and audit of the consolidated financial statements for 2014-2016.
4. Statement of the Management Board on the entity authorized to audit
the financial statements
The Management Board of Apator SA, being composed of:
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 7
Reporting currency:
Polish zloty (PLN)
2013



8
Andrzej Szostak- President of the Management Board
Tomasz Habryka - Member of the Management Board
Jerzy Kuś - Member of the Management Board,
declares that the entity authorized to audit the financial statement, KPMG Audyt spółka z ograniczoną
odpowiedzialnością Sp. k., which performed the audit of the consolidated financial statement, was selected in
compliance with applicable law. The Supervisory Board of Apator SA elected the entity to audit and review the
financial statements on March 23, 2012 pursuant to § 20 of the Articles of Association of Apator SA i.e. in a manner
that assures its independence to perform its tasks. The election of the entity authorized to audit financial statements
was performed pursuant to the applicable regulations and professional standards.
The company KPMG Audyt Spółka z ograniczoną odpowiedzialnością sp.k. - entered into the register of the entities
authorized to audit financial statements with KIBR number 3546, as well as members of its Management Board and
statutory auditors carrying out the financial audit for Apator SA and its subsidiaries, meet the requirements of fairness
and independency specified in Art. 56 of the Act of May 7, 2009 on statutory auditors and their self-government,
entities authorized to audit financial statements and public supervision.
5. Statement of the Management Board of Apator SA concerning the
preparation of financial statements and the Management Report
The Management Board of Apator SA, being composed of:



Tomasz Habryka - member of the Management Board
Jerzy Kuś - member of the Management Board,
states that pursuant to its best knowledge, the financial statement for 2013 of the company Apator SA and the
comparative data were prepared pursuant to the International Accounting Standards (IAS), International Financial
Reporting Standards (IFRS) and the related interpretations published in a form of the regulations of the European
Commissions. Apator SA applies the provisions of the Accounting Act and the executive regulations under this Act in
the field not regulated by the IAS/IFRS.
The financial statement reflects the assets and financial condition of Apator SA and its financial results in a reliable,
accurate and clear manner. The detailed principles of preparing these statements are included in the explanatory
notes to the separate financial statements.
The Management Report of Apator SA contains an accurate description of the development, achievements and
standing of the Company, including a description of the basic risks and threats.
6. Description of the basic economic and financial figures
6.1. Assessment of factors and unusual events affecting the financial
results in 2013
Apator SA continues its activity in the Pomeranian Special Economic Zone in Ostaszewo and uses the investment
reliefs. The production automation process is in progress that allows increasing the production capacity.
Factors:
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 8
Reporting currency:
Polish zloty (PLN)
2013
9
The major external factors affecting the revenues from sales and financial results in 2013 were as follows:

Decrease in demand for investment goods, caused by reduction of the investment work in the economy due to
atmospheric conditions;



Economic slowdown lasting from the second half of 2013 to the first half of 2013;
Decrease of raw materials and material prices; mainly copper and electronic components;
Stabilization of plastic prices.
The external factors affecting the level of financial results include the activities aimed at lowering the costs
(investment in the modern machine park and processes automation). The trade policy is also very important it is
aimed at stabilization of prices for metering equipment. Despite of the strong price pressure from competitors, the
offer is prepared at the level guaranteeing the planned profitability level.
Unusual events:
Apator SA obtained from the Pomeranian Special Economic Zone, with the registered office in Sopot, the
compensation in the amount of PLN 500 k due to the costs incurred to strengthen the ground, on which the plants of
the company in Ostaszewo were built.
At the analysis of the financial result for 2013 (profit on operating activity, EBIDTA, profit before tax and net profit) it
should be noted that these parameters are not comparable due to the events occurred in 2012:


Sales of property for PLN 36 M by Apator SA,

Recognition in June 2012 of the assets due to the deductible investment relief in the amount of PLN 20 M.
Starting use the investment relief due to movement of the activity of Apator SA to the Pomeranian Special
Economic Zone,
6.2. The most important successes and failures of the Issuer
Achievements:
1. Good financial standing- profitability increase of:
gross profit on sale by 5.05 p.p. to the level of 28.48% in 2013,
profit on sale by 3.65 p.p. to the level of 8.33% in 2013,
2.
3.
adjusted (without one-off for 2012) EBIDTA margin by 6.38 p.p. to the level of 14.13% in 2013.
Increase of the sale share in the foreign markets by 2.15 p.p. to the level of 26.91% in 2013, mainly through
increase of sales of switchgear segment by 9.76%.
Update of development strategy of the Apator Group and concluding the preliminary agreement on acquisition of
Elkomtech SA.
Elkomtech SA:
As a result of the update strategy the directions of Apator development for 2014-2019 were determined and the
decision on investment in grid automation was taken. The effect of market analysis and negotiations is the preliminary
agreement of December 23, 2013 on acquisition of 100% shares of Przedsiębiorstwo Wdrożeń Postępu Technicznego
Elkomtech SA, with the registered office in Łódź.
The acquisition transaction of Elkomtech SA is expected to supplement the Apator Group's portfolio with the IT
solutions and telemechanic equipment, enabling to create and supply the complex system for grid automation
designated for professional energy.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 9
Reporting currency:
Polish zloty (PLN)
2013
10
Upon meeting all precedent conditions, on April 14, 2014 the transaction was finalized. The purchase price for 100%
shares amounted to PLN 98.4 M. Transaction was financed by the bank credit.
Failures:
Drop of total revenues (yoy) by PLN 15 549 k, mainly in the metering sector by PLN 16 204 k, on the domestic market
(by PLN 12 763 k). The reason is the loss of one of the major tender procedures for supply of electric energy meters in
the country. Competitors submitted very low price offers.
6.3. Information on markets
6.3.1. Basic trends in the economy and the tempo of economic growth
In the next periods of 2013, at unfavourable European economy, the tempo of the economic growth in Poland was
gradually improving. The economic slowdown noted in the second half of 2012, still existed in the first half of 2013. In
the last quarter of 2013 the strengthening of the positive trends was observed in many areas and that was initialled in
the previous months, but the GDP growth in 2013 was slight slower than in 2012.
Pursuant to the initial estimation, the gross domestic product in 2013 increased by 1.6 per annum (in comparison to
increase by 1.9% in 2012). The total consumption was higher by 1.1% than year ago.
The decrease of gross accumulation (by 5%) observed in 2012 was still existed, including gross expenditures for non—
current assets (by 0.4%).
The domestic demand was slight lower than year ago (by 0.2%). Net export positively affected the economic growth.
The gross added value in the state economy increased by 1.5% per annum/ The faster growth in industry and trading
was noted.
The gross added value in construction was significantly lower (by 9.0%).
The average employment in the enterprises sector in 2013 was lower by 1.0% than in the previous year (in comparison
to increase by 0.1% in 2012). The employment in the construction sector decreased the most (by 8.7%), however the
slight decrease also was in the industrial processing: by 0.8%.
The drop of prices of sold production in 2013 in comparison to previous year amounted to 1.3% (in comparison to
increase by 3.3% in 2012).
Industry:
The sold production in enterprises in 2013 was 2.1% lower than in 2012 (in comparison to increase by 0.5% in 2012)
and it was a result of dynamic improvement in the second half. In the section with the biggest share in total
production sold- industrial processing- the production was higher by 2.3% than in 2012. The increase of sales was also
observed in the production of electric equipment by 8.3%.
Construction:
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 10
Reporting currency:
Polish zloty (PLN)
2013
11
The construction and assembly production in 2013 decreased per year by 11% (in comparison to the drop by 6.3% in
the previous year) that was effect of decrease of sales in the first and second quarter of 2013. Pursuant to the initial
data in 2013, 1 46.1 flats were put into use i.e. 4.4% less than a year ago (in 2012 the increase by 16.8% was noted).
6.3.2. Branches, in which Apator SA operates
Switchgear equipment segment
The domestic sales in the switchgear line correlates with the number of buildings put into operation in Poland. The
number of issuer building permits is well correlated with the future demand for switchgear equipment, because the
domestic sale in the switchgear segment is generated by the building investments. The number of building permits is
connected with the future demand for connectors and disconnectors used in the electric connections, sub-stations
and switchgears. The number of building permits issued in 2013 amounted to 138.7 k and was lower by more than
13% in comparison to 2012. These data show the possible sales slump in construction in 2014. In 2013 the number
flats put into use was lower by 4.4% than in 2012. The 2014 forecast is lower by 12% than performance in 2013.
The biggest group of clients for the switchgear sectors is wholesale electric companies. The economic situation in the
wholesale of electric equipment affects the sales of Apator Group in the switchgear sector. In Poland this sector
includes the big grid wholesale companies (Alfa Elektro, TIM, Elektroskandia, Mors, Oninnen), which generate circa
24% of the sales of wholesale sector.
The Apator Group manufactures and supplies equipment classified to switchgear group, which constitutes approx. 811% of sales of wholesale sector.
The first half of 2013 generated revenues of wholesale electric companies in the amount of PLN 1.03 b and there were
lower by 13% in comparison to 2012. In the first half of 2013 the sales and forecasts deteriorated. In the sector of
wholesale electric companies the debt increased and debt collection deteriorated. The increasing stocks (non-rotating
goods) and payment delays of the clients are the biggest problems. At the end of 2013 the distribution index ES
increased by 8.6% that may show the change of trend to reconstruct the market. The Polish market of wholesale
electric companies differs from the Western European market, where 2-3 companies control the most of the domestic
market (e.g. Germany, France).
Metering equipment segment
Pursuant to the statistical data on sold production, the decrease in the electric energy meters segment was noted
(drop by 17% in comparison to 2012).
This decrease is connected with the lack of standardization for new generation smart meters in the Polish market
(waiting for notification about the specification of the Polish regulatory body-URE).
The first big tender procedures for smart meters took place in 2013 (RWE Stoen, Energa), the next tender procedures
will be in 2014 (technical consultation in progress). The most of supplies from these procedures are to be performed
in 2014 and 2015.
Within 2015-2016 the commencement of many European SM projects is expected. Apator SA participates in
consultations regarding many projects tied to the idea of smart grids and smart metering in Poland and abroad. The
exemplary organization aimed at speeding up the works on implementation of a Smart Grids in Poland is: Consortium
Smart Power Grid Polska and Section Intelligent Energetic Networks at the National Chamber of Electronics and
Telecommunication.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 11
Reporting currency:
Polish zloty (PLN)
2013
12
At the beginning of 2014 the project of technical specification for Polish smart metering (joint Terms of Reference)
were noted to be consulted. This project was developed at the energy workshops managed by the Polish Energy
Regulatory Office –URE. Such bodies as KIGEiT and PTPiREE took part in these workshops. The expected approval of
this specification allows commencement of next big tender procedures for Smart Metering in Poland.
Apator took decision to join the international organization named European Smart Metering Industry Group (ESMIG),
with the registered office in Brussels, which have a significant impact on forming the European standards of Smart
Metering and Smart Grids.
6.3.3. Sales analysis and structure
Revenues from the sales of Apator SA in 2013 amounted to PLN 167 862 k, i.e. lower by PLN 15 549 k, so by 4.48% in
comparison to 2012. This drop was noted in the first half of 2013 (PLN – 15 396 k) due to:

Low demand for investment goods in 1st quarter of 2013 caused by the unfavourable atmosphere conditions for
the investment work in the economy;

Loss of one of the biggest tender procedure for supply of electric energy meters (very low prices submitted by
competitors).
The Apator SA sells its products mainly to the institutional clients or industry.
The switchgear segment is not dependent on the clients due to the dispersion of clients; the biggest group of clients is
electric wholesales.
The general part of revenues in the metering segment is generated by won tender procedures issued by the
distribution systems operators (power plants). It makes these revenues dependent.
The customer, which in 2013 exceeded 10% of revenues from total sales of Apator SA was Tauron Dystrybucja SA. The
Apator SA sales to this entity in 2013 amounted to PLN 21 577 k that constitutes 12.85% of total sales. There are not
any formal relationships between Apator SA, companies of the Apator Group and Tauron Dystrybucja SA and its
companies.
Total sales:


Sale of the products amounted to PLN 154 594 k (increase by 2.15% i.e. PLN 3 248 k YOY),
Sale of goods and materials: PLN 13 268 k (decrease by 58.62% i.e. PLN 18 797 k YOY).
In 2012 the main position of sold goods is electric energy meters manufactured and supplied by the subsidiary FAP
Pafal SA. Pursuant to the realized development strategy, electronic electric energy meters are to be produced in the
Apator Group only by Apator SA and the production of induction meters and related services are to be performed by
FAP PAFAL SA. In connection with the above, the drop of the goods sales in 2013 is an effect of lower level of
cooperation between Apator SA and FAP Pafal SA.
Revenues of Apator SA by relevant segments are as follows:

Metering instruments: PLN 89 905 k (decrease by 15.27%, i.e. PLN 16 204 k yoy- main reason: no performance of
one of the biggest tender procedures);

Switchgear equipment: PLN 72 040 k (increase by 3.65%, i.e. PLN 2 535 k yoy – increase realized by export);
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 12
Reporting currency:
Polish zloty (PLN)
2013

13
Other sales: PLN 5 917 k (drop by 24.11%, i.e. PLN 1 880 k yoy- in 2012 the significant sale of materials to FAP
Pafal SA amounting to PLN 2 353 k was performed).
In 2013 Apator SA realized:

Domestic sales in the amount of PLN 122 6914 k (drop by 11.10%, i.e. PLN 15 314 k yoy)- main reason:
aforementioned drop of sales in metering segment caused by the lost tender procedure;

Sales in foreign markets in the amount of PLN 45 171 k, (drop by 0.52% i.e. PLN 235 k yoy), including:
o To European Union at the level of PLN 17 510 k (drop by 28.93%, i.e. PLN 7 127 k yoy),
o To other countries at the level of PLN 27 661 k (increase by 33.18%, i.e. PLN 6 892 k yoy).
Export sale in 2013 constituted 26.91% of total revenues from sales (in 2012: 24.76%).
The following table presents the sales structure by assortment group with division into domestic and export sales.
2013
Description
2012
Change
Dynamics yoy
k PLN
k PLN
k PLN
%
Domestic
Export
89 905
80 111
9 794
106 109
92 874
13 235
-16 204
-12 763
-3 441
84.73%
86.26%
74.00%
Share of export in the total revenues
5,83%
7,22%
Domestic
Export
72 040
37 125
34 915
69 505
37 696
31 809
2 535
-571
3 106
103.65%
98.49%
109.76%
20,80%
17,34%
Domestic
Export
5 917
5 455
462
7 797
7 435
362
-1 880
-1 980
100
75.89%
73.37%
127.62%
0,28%
0,20%
Domestic
Export
167 862
122 691
45 171
183 411
138 005
45 406
-15 549
-15 314
-235
91.52%
88.90%
99.48%
26.91%
24.76%
Metering sector
Switchgear sector
Other sale
Total revenues
In addition the following table presents major countries to which Apator SA realized the export sale in 2013:
2013
Description
Russia
2012
k PLN k PLN
Change
Dynamics yoy
k PLN
%
13 080
12 645
435
Hungary
4 788
10 355
-5 567
46.24%
Turkey
4 748
4 573
175
103.83%
Latvia
4 547
1 681
2 866
270.49%
Sierra Leone
3 212
16
3 196
20075.00%
Germany
2 594
6 207
-3 613
41.79%
2 230
1 751
479
Bulgaria
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
103.44%
127.36%
Page 13
Reporting currency:
Polish zloty (PLN)
2013
14
In terms of value the total sales level on foreign markets in 2013 was similar to 2012 (drop by PLN 235 k yoy). However
there were changes in the directions of sales and they refer to:

Hungary (drop by PLN 5 567 k) due to electric energy meters in the metering equipment- completion of contracts
for EO.N and ELMU/EMASZ;

Germany (drop by PLN 3 613 k)- in connection with the change of EC3 energy meters sale- in 2012 this sale was
performed via Apator SA, at present this sale is performed by the subsidiary Pafal SA;

Sierra Leone (increase by PLN 3 196 k)- performed sale of one and three phase LEW electric energy meters for the
energy plant United Business Systems Limited;

Latvia (increase by PLN 2 866 k) - increase of electric energy meters sale by PLN 1 858 k and switchgear
equipment by PLN 1 008 k.
6.4. Financial results
The following events affected the financial results in 2013 in comparison to 2012:
in 2013:


Lower revenues from sales (drop by PLN 15 549 k yoy) Reasons referred in the item 6.3.3.,


High level of exchange rate (whole export is settled in EUR, and most goods are purchased in USD),
Improvement of ROS (yoy from 4.68% to 8.33% in 2013) - is a result of:
- Direct production costs by:
o Decrease of raw materials and material prices; mainly copper and electronic components;
o Stabilization of plastic prices.
o Automation of production processes and investment in new machine park,
o Movement of production of electronic energy meters from the subsidiary Pafal SA to Apator SAprofitability on meters produced in Pafal SA and then sold by Apator SA was significantly lower than
on directly produced by Apator SA;
- Distribution costs (drop by PLN 696 k yoy)- in 2012 the company incurred the additional sponsor costs for Toruń
city in the amount of PLN 900 k (these costs were related to movement of business activity to PSEZ)
Higher profit on financial activity, including higher by 30% dividends from the subsidiaries;
in 2012:

Sales of properties of Apator SA in 2012 amounting to PLN 36 137 k, which increased the operating profit in 2012
with the positive results on this sale in the amount of PLN 21 253 k,

Recognition of deferred tax asset, which was recognized due to commencement of activity in the Pomeranian
Special Economic Zone; asset as of December 31, 2012 amounted to PLN 20 006 k and increased the profit of the
year in 2012 at once.
In 2013 the company Apator SA generated the following figures:
2013
2012
Dynamics yoy
k PLN
k PLN
%
Revenues from sale of products, goods and materials
167 862
183 411
91.52%
Costs of sold products, goods and materials
120 051
140 438
85.48%
Reported figures
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 14
Reporting currency:
Polish zloty (PLN)
2013
15
2013
Reported figures
2012
Dynamics yoy
k PLN
k PLN
%
47 811
42 973
111.26%
Distribution expenses
Administration expenses
Profit on sale
9 524
24 302
13 985
10 220
24 163
8 590
93.19%
100.58%
162.81%
785
19 674
3.99%
Profit from operating activities
14 770
28 264
52.26%
EBITDA
23 713
35 456
66.88%
Profit/loss on financial activity
Profit before tax
36 469
51 239
26 116
54 380
139.64%
94.22%
Current income tax
Deferred income tax
Profit for the year
-604
665
51 300
-4 829
20 842
70 393
12.51%
3.19%
72.88%
Profit of other operating activity
Eliminating the single events occurring in 2012 (sales of property and accounting for deferred tax asset) and in 2013
(sale of Newind), the financial results in 2012 and (without Newind influence) are as follows:
2013
Adjusted results
2012
Dynamics yoy
k PLN
k PLN
%
167 862
183 411
91.52%
Profit on sales (no adjustments)
13 985
8 590
162.81%
Operating profit
14 770
7 011
210.67%
EBITDA
23 713
14 203
166.96%
Profit for the year
51 300
29 134
176.08%
Return on sales
8.33%
4.68%
EBITDA profitability
14.13%
7.74%
Net profit margin
30.56%
15.88%
Total sales (no adjustments)
6.5. Financial standing analysis

Basic operating activity: PLN 17 181 k- this amount was generated as a result of adjustment of the profit on
activity with the paid income tax (+17 965) and as a results of change in the current capital (PLN – 784 k);

Investment activity: PLN 24 557 k- this amount is generated from: received dividends from the subsidiaries in the
total amount of PLN 36 635 k, sales of own shares of FAP Pafal SA to be redeemed (PLN + 7764) and investment
expenses (PLN – 12 472 k), spend advance payments for non-current assets under construction (PLN - 3 393 k),
expenditure to increase the share capital of Apator Powogaz SA (PLN - 3 247 k), paid betterment levy for City Hall
of Toruń (PLN - 2 016 k);
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 15
Reporting currency:
Polish zloty (PLN)
2013
16

financial activity: -PLN 44 950k- this amount is a result of dividend for shareholders paid by Apator SA (PLN – 43
050 k);

Cash at the beginning of 2013; PLN 4 566 k.
The presented cash flows of the Apator Group show the very good financial standing of the group allowing it to invest
and pay the liabilities on time.
Ratios
Formula
2013
2012
Net debt
Borrowings- cash and cash equivalents- granted short-term
loans
34 348
30 579
Net debt-EBIDTA
Borrowings- cash and cash equivalents- granted short-term
loans/EBIDTA
1.45
0.86
Capital expenditures
Tangible and intangible investment expenditures
12 472
18 285
Current capital
(Current assets- cash) – (Short-term liabilities- short-term
borrowings)
26 961
13 990
6.6. Employment
The average employment in 2013 amounted to 499 full-time jobs and was increased by 23 full-time jobs in
comparison to 2012.
6.7. Investments in non-financial assets
The investment plan for 2013 assumed expenditures in the amount of PLN 11 750 k. The investment expenditures in
2013 reached the amount of PLN 12 475 k, but in 2012: PLN 18 285 k.
The decrease of the investment expenditures in 2013 in comparison to 2012 is a result of expenditures for
construction of the plant in Ostaszewo incurred in the first half of 2012, where the company Apator SA moved its
business activity in the second half of 2012. The investments in 2013 refer mainly to investments in the technological
development and modern machine park. The major investment of Apator SA realized in 2013 was the purchase of
modern machines and equipment, including above all moulding machines and central plastic distribution installation.
6.8. Investment in financial assets
On July 12, 2013 the share capital of Apator Powogaz SA was increased from PLN 753.5 k into PLN 4 000 by the issue
of 64 930 shares. These shares were taken up by Apator SA. This investment amounted to PLN 3 247 k.
On December 23, 2013 Apator SA and Przedsiębiorstwo Wdrożeń Postępu Technicznego Elkomtech SA entered into
the agreement on purchase of 100% shares in Przedsiębiorstwo Wdrożeń Postępu Technicznego Elkomtech SA, with
the registered office in Łódź. Upon meeting all precedent conditions, on April 14, 2014 the transaction was finalized.
The purchase price for 100% shares amounted to PLN 98.412 k.
6.9. Assessment of investments capacity
Non-financial assets:
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 16
Reporting currency:
Polish zloty (PLN)
2013
17
The investment plan in non-financial assets of Apator SA for 2014 is PLN 12.5 M, including:




PLN 3.8 M - investments in new machines and devices,
PLN 4.9 M- equipment (investments mainly for switchgear equipment),
PLN 1.8 M- intangible assets (including migration of the present integrated management system to new versions),
PLN 10 M – development works.
The financing source of the aforementioned investment are own funds of Apator SA.
Financial assets:
On February 18, 2014 Apator SA accepted the offer to acquire 30% shares in the subsidiary , Apator Rector Sp. z o.o.
The conclusion of this agreement shall be made on July 7, 2014, and will be the long-term investment. As a result of
this agreement, Apator S.A. will acquire 30 shares with the nominal value of PLN 1 000 per share. Total purchase price
will be PLN 17.9 M. Upon transfer of the shares ownership, Apator S.A will held 100% of the share capital and 100% of
votes in Apator Rector Sp. z o.o.
The financing source of the aforementioned investment are own funds of Apator SA.
On March 19, 2014 Apator SA entered into the long-term credit agreement for the amount of PLN 98.4 M for financing
the acquisition of 100% shares of Elkomtech SA. This credit was granted for five years and will be paid starting from
December 31, 2014, in nine half-year instalments to December 31, 2018. The interest rate is determined at the
variable interest rate equal to WIBOR rate for six months deposit plus margin in the amount of 0.7% per year. Interest
accrual and their payment shall be made in quarterly periods.
Except for the aforementioned expenditures, Apator SA does not plan any other investments in financial and nonfinancial assets in 2014.
The investment expenditures for 2014 planned for the Apator SA are in the financial capacity and do not threat the
liquidity, in particular regarding the timely payment of liabilities. However, as a result of the long-term credit
agreement concluded by the parent entity Apator SA in order to finance the acquisition of Elkomtech SA, it should be
noted that from 2014 (in all crediting period) there will be a change in the financing structure of Apator SA: the share
of third party capital to equity will increase. At present this proportion is: equity- 76% of the balance sum and 24%third parties capital. At the end of 2014 the share of third party’s capital may amount to app. 38% with the downward
trend in the next years.
6.10. Dividend
Dividend from profit for 2012:
The dividend in the amount of PLN 1.40 gross per share i.e. jointly PLN 46.3 was paid from the profit of 2012. The
advance for the dividend was paid on December 13, 2012 in the amount of PLN 0.40 gross per share, the remained
part of dividend was paid on July 26, 2013 in the amount of PLN 1.00 gross per share.
Declaration of the dividend payment for 2013:
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 17
Reporting currency:
Polish zloty (PLN)
2013
18
The Management Board declares the dividend from the profit in 2013 in the amount at least PLN 0.60 gross per 1
share. At determining the declared level of dividend the high investment expenses related to the expansion of the
Apator Group by Elkomtech SA were taken into consideration.
The final decision will be taken at the Ordinary General Meeting on June 16, 2014.
On December 23, 2013 the advance payment in the amount of PLN 0.30 gross per one share was paid.
The total declared level of divided in 2013 is PLN 0.60 gross per share, so PLN 19.9 M.
6.11. Prospectus and development factors for the business activity
including the strategy elements
The prospectus of Apator SA activity is included in the strategy of the Apator Group. The development of the basic
business activity of Apator SA will be performed within the final business model based on strategic and integrating
function of IT services and products (ICT business line) in two basic segments:


Metering (business line, electric energy),
Grid automation (wireless monitoring and controlling, automatics and securities, smart switchgear equipment).
The development of smart switchgear equipment strengthened with the competences of acquired Elkomtech SA will
be of the most importance for Apator SA.
6.11.1. Business activity strategy for the Apator Group for 2014-2019
Mission:
The Apator Group is a partner of entities managing the distribution infrastructure of all energy utilities in the field of
development and supply of innovative systems, equipment and services compliant with open standards providing the
effective and safe operation of the grid assets. The social safety and responsibility define our activity.
Vision:
The Apator Group is a leading supplier of metering and reading equipment and systems for all utilities, including in
particular the electric energy distribution sector.

Place in the value chain:
Poland: development in the field of IT systems and compatible equipment enabling wireless monitoring,
controlling and reading,
Other markets: development in the field of smart equipment, collaboration with partners in the field of
system integration.

Geographical range:
Poland: market share leader (place 1-3) in all business lines,
CIS, CEE, EU: leading, recognized supplier with visible, stable share in the selected prospectus markets,
Other markets: opportunity approach, supply of products and services without involvement of significant
R&D resources.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 18
Reporting currency:
Polish zloty (PLN)
2013
19
Major financial goals:

Average annually growth rate for consolidated EBIDTA 2014-2019 in the range 10-15% (app. 2-2/5 x value
increase),



Final level of revenues over PLN 1.5 b,
Over 60% of revenues from foreign markets,
50% EBIDTA from electric energy distribution sector.
The strategy assumes the use of development opportunities given by regulation and technology trends connected
with the need of utilities improvement among others via automation, wireless monitoring and controlling within the
grid distribution infrastructure.
The strategic purposes to be realized are based on the organic development of the Apator Group strengthened with
the competences of Elkomtech SA. These goals do not include the possible next acquisitions.
The development of the Apator Group core business activity will be performed within the final business model based
on strategic and integrating function of IT services and products (ICT business line) in two basic segments:


Metering (business lines, electric energy, water and heat, gas),
Grid automation (wireless monitoring and controlling, automatics and securities, smart switchgear equipment).
the Apator Group strategy anticipates:

Use of numerous product synergies- strengthening of the integrating role of ICT and taking up new places in the
value chain and offering more complex offer for key clients,

Application of cost, operating and business synergies- strategic finances, HR and marketing, wider collaboration
with branch partners, active participation in creation and acceptance of international interoperability standards
for new technologies.
6.11.2. Extension of the Apator Group by Elkomtech SA
From the second quarter of 2014 the Apator Group operates with the acquired company Elkomtech SA. Acquisition of
this company is a result of the Apator Group strategy update and is aimed at expanding the Apator Group’s offer, in
particular in the field of value chain offered to clients.
Elkomtech SA is leading, Polish supplier of IT systems of SCADA class and compatible telemechanic equipment,
securities and many other grid equipment for the dispersed systems, assuring the wireless controlling and supervising
of the energy power grid in the field of voltage.
The acquisition of Elkomtech SA positively influences the future results of the Apator Group, including, but not limited
to through consolidation process. Moreover, the synergy of competences of Elkomtech SA and the Apator group
allows to:
Complex service of the clients of energy sector in the field of smart systems and equipment,
Offering the complex tool to automation of operation of all energy grid for all levels of voltage,
Option of current grid diagnostics and flexible management.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 19
Reporting currency:
Polish zloty (PLN)
2013
20
6.11.3. Development factors
External development factors:


Program for the replacement of the regular electric energy meters in Poland with "smart meters”,

Increase of investment in automation of low voltage grids of Polish energy power plants in order to improve the
energy quality parameters and better service of the energy utilities recipients.





Increase of IT expenditures in energy sector.
Intensive replacement of the usual meters with smart meters in Western Europe (Holland, Great Britain,
Germany).
Automation of distribution grids works increasing their flexibility.
Establishment of prosument institution- recipient producing energy for own needs and for sale.
Development of the smart energy grids concept in Europe.
Diversification of energy sources and optimization energy management in Europe.
Internal development factors:

Change of the business model, including the consistent construction of new grid automation segment and use of
synergy with the metering and IT sectors.



Consistent expansion of the offer around two major segments: metering segment and grid automation segment.

Flexible approach to the client needs: open standards, technical and technological perfection, short time of
response, support of many technologies, support of interoperability (compatibility of equipment).

Improvement of market position, including incorporation of full value chain in Poland to the offer and focusing on
equipment and hardware outside the country.


Intensive development works, in particular in the field of metering systems and grid automatics.

Strategic processes concept (finance, marketing, HR development, purchases)- standardization of some functions
within the Apator Group in order to optimize costs and improve the operating efficiency.

Performance of marker and cost synergies for metering and grid automatics segments- integration of Elkomtech
SA to the Apator Group.

Increase of export share (mainly CIS, CEE, EU)- creating of the leading and recognizing supplier with the noticeable
market share.

Development of technologies assuring the effective use of utilities.
Strengthening the integrating role of IT segment including both metering and grid automation segment.
Development of smart technologies assuring the effective and safe usage of grid assets (monitoring, wireless
control and supervision).
Creation of the complete offer in the field of metering and reading systems for all types of utilities (electric
energy, gas, water and heat) with the particular consideration of professional energy sector.
6.11.4. Risk and threats factors
External risks and threats:



Economic situation in the European Union and the political and economic situation in Russia and Ukraine.
Currency risk related to the exchange rate of EUR (export) and USD (import).
Slow progress in smart metering and smart grids standardization.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 20
Reporting currency:
Polish zloty (PLN)
2013
21


Change of regulations on tariffs for energy and increase of technical requirements (quality tariffs).

Possible change of the EU energy policy e.g. withdrawal from support of the renewable energy sources and goals
regarding the improvement of energy media management.

Consistent energy policy of Poland supporting the central energy generation in power plants.
The possibility of new, competitive players on the market connected with the implementation of “smart
metering”.
Internal risks and threats

Option to extend the time needed for adaptation of modern static metering technologies, open standards and
protocols in the products of the Apator Group.


Option to extend time needed for integration of new entities within the Apator Group.
Possible insufficient R&D resources with the view of potential fragmentation of the market caused by adoption of
various domestic standards for smart meters.
7. Purchase process, supply sources
The biggest suppliers of Apator SA in the field of materials, services and goods were as follows:



FAP Pafal SA- goods and services (electric energy meters),
Wenzhou Textiles Foreign Trade Co. - materials,
EBV Elektronik GmbH & Co. KG- materials.
None of suppliers exceed in 2013 the added value of deliveries at the level at least 10% of the total revenues from
sales of Apator SA.
With regard to the place of purchase, 73% of purchases expressed in value were made in the country i.e. from
business entities registered in Poland. The direct import constituted 27% (11% from European Union and 16% outside
the EU).
With the reference to the structure of the purchased materials, goods and services, the biggest v group by the value is
the group of electronic components, which connected with electro-technique, give 36%. The second material group is
plastics, chemical raw materials and their derivatives which have 16% share. The next important group is non-ferrous
metals (14%), which are the core raw material used for switchgear equipment.
In 2013 Apator SA continued the activities aimed at keeping the proper supply economy and optimization of the costs
of purchase of the materials, production services and goods. In connection with this:





The company and its subsidiaries commonly purchased metallurgical goods,
The trade conditions with the suppliers of the high volume of turnover were renegotiated,
The constant supervision over the performance of the signed agreements was performed,
The cyclic assessment of reliability of the strategic suppliers was performed.
The offers were submitted and the suppliers were selected.
Materials price situation in the world economy 2013 was characterized by:


decrease of prices of electronic components,
stabilization of plastic and derivatives prices,
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 21
Reporting currency:
Polish zloty (PLN)
2013

22
High dynamics of copper prices with the downward trend in 2013.
Apator SA is dependent on the producer of silicone systems (mainly microcontrollers) that is connected with no
substitutes with the same technical parameters. The stoppage of supplies in the first phase would cause the necessity
of purchasing these elements at higher prices from distribution and brokerage market and if they are exhausted, the
production of electronic meters will stop. The possible option would be the production of other type already
developed meter (upon the client’s consent) on the basis of other silicon systems or implementation of a new meter.
8. Assessment of financial resources management, in particular
considering the ability to meet liabilities taken and a determination
of the possible threats and actions, which were taken or are to be
taken by the issuer in order to counteract said threats
Financial resources management:
The major financial assets held by Apator SA are as follows: cash at bank and in hand, trade receivables and other
receivables. The main credit risk of the Company is connected with the trade receivables. The credit exposition is
distributed between the huge numbers of clients.
The actual and forecasted cash flows are monitored on a current basis in order to eliminate credit risk related to the
deferred payment term. The values of sales, payment terms, receivables payment securities and the financial
standing of the Company’s clients are a subject of analysis.
The special procedures were implemented in the field of financial resources management at the operating level. In
order to eliminate or limit the risk of client’s insolvency, the financial inspection of sales order is performed, which





governs the sales rules,
determines the collateral for the trade credit,
in the field of monitoring and debts collection, it introduces the reasonable procedures,
imposes an obligation to verify the condition of present and potential clients,
grants authorization by name to give and change the status of the client and to block sales orders.
Integrated BaaN system as the supporting tool for receivables control.
The procedures connected with the risk of clients’ insolvency were implemented in the company. Including, but not
limited to:



Information for director’s meetings on receivables at risk;

Preparing a detailed monthly specification of the expected revenues and expenses.
Information for managers’ meeting on overdue receivables;
Preparing a weekly financial condition statement , including information on the state of receivables, level of
liabilities, state of bank accounts, level of credit use, inflow of cash and current important payments, for the
Management Board and Directors;
Risk of exchange rates is limited by the principles specified in the corporate guidelines for all companies of the Apator
Group, where:
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 22
Reporting currency:
Polish zloty (PLN)
2013



23
The type of hedging instruments to be used by the group and application principles were described,
The permissible levels of volume in proportion to the currency exposition were determined,
The current reporting principles for all changes to the hedges were introduced.
The credit risk related to derivatives is limited due to the fact that the other party to the transaction is represented by
banks of high credit rating assigned by international rating agencies.
Protection of cash- based on the cash turnover instructions, where:


The conditions of the storage, transport and inventory for the cash at hand were determined,
The principles for withdrawing cash from the cashbox, for granting credit cards and the settlement manner for
the expenses incurred by employees were determined.
Service of electronic banking systems pursuant to the principles applied by the banks: the verification of the rights of
persons authorized to serve the banking systems prevents the independent ordering of any bank transfers from the
bank accounts of the company to their own.
Assessment of financial resources:
Analysis of the basic financial ratios confirms a good financial standing of Apator SA.
MARGINS
2013
2012
Change
%
%
p. p.
28.48%
23.43%
+5.05
Profit on sale
8.33%
4.68%
+3.65
EBIT*
8.80%
3.82%
+4.98
EBITDA*
14.13%
7.74%
+6.38
Profit for the year*
30.56%
15.88%
+14.68
*) margin for 2012 were adjusted to be comparative to results 2013 by elimination of single events, i.e. result on sale of property and deferred tax
asset. The profitability ratios for 2012-2013 are positive and increasing on all levels. The significant increase of the
Apator Group profitability in 2013 is generated by the basic activity (realized profit on sale) as a result of lower
production costs (drop of raw material prices: copper, silver; optimization of production processes among other by
further concentration of electric energy meters production in Apator SA, processing of plastic materials).
The improvement of profitability took place both in metering and switchgear segment; it included the domestic and
foreign sales. Moreover there was a drop of costs of sales by value by 6.81% yoy and maintaining the previous level of
general expenses (increase by 0.58%). The EBIDTA margin level in 2013 is also affected by the high amortization,
which is a result of investments performer by the Company in PSEZ. Margin from the profit for the year is strongly
affected by dividends received from subsidiaries. They increased by 29.91% in 2013 in comparison to 2012.
In 2013 the Company financed its activity by equity: 75.62% of the balance sum in comparison to 72.71% in 2012. This
increase is a consequence of:

Increase of equity (by PLN 8 130 k yoy) – mainly increase of other capitals due to increased net profit for the fiscal
year 2012;

Drop of liabilities (by PLN 7 927 k), including short-term (by PLN 8 347 k) – they refer mainly to the tax income
liabilities (by PLN 4 009 k) and payment of investment liabilities (by PLN 4 037 k).
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 23
Reporting currency:
Polish zloty (PLN)
2013
24
In 2013 the company kept almost the same level of current liquidity as in 2012 (2013: 0.88, 2012: 0.76). It is directly
connected with increase of current assets by PLN 1 068 k and decrease of short-term liabilities by PLN 8 347 k. The
increase of current assets is a result of increase of trade liabilities and stocks, whereas the decrease of short-term
liabilities is a result of repayment of the income tax liability and investment liabilities. The structure of assets the
durability decreased in order to improve liquidity. The following table presents levels and change of financing of the
relevant assets of Apator SA.
Description
2013
2012
Change
Equity/non-current assets
0.94
0.90
+0.04
Third party capital/current assets
1.25
1.43
-0.18
The generated net profits cause the continuous increase in equity (increase in 2013 by PLN 8 130 k in comparison to
2012).
Information on cash-flows presented in the statement on cash-flows and in item 6.5 of this Report presents the origin
sources and amount of the cash generated by the company as well as the method of its spending.
.
9. Borrowings
9.1. Information on drawn and terminated borrowing agreements
At the end of 2012 and 2013 the Apator SA held the following debts due to credits:
Credits
Long-term credits
Short-term credits,
including granted by:
Bank Handlowy w
Warszawie SA
Raiffeisen Bank Polska SA
In total
Amount in k PLN
Structure in %
Amount in k PLN
Structure in %
k PLN
Dynamics
yoy
%
0
0.00%
0
0.00%
0
0.00%
35 702
100.00%
35 358
100.00%
344
100.97%
19 853
55.61%
26 074
73.74%
-6 221
76.14%
15 849
44.39%
9 284
26.26%
6 565
170.71%
35 702
100.00%
35 358
100.00%
344
100.97%
December 31, 2013
December 31, 2012
Change yoy
The aforementioned credits are granted in Polish currency. In 2013 none bank terminated the credit agreement in
respect of any company of the Apator SA and Apator SA met their liabilities under credit agreements.
As of the date of this financial statement Apator SA has no debt in the form of borrowing.
The detailed conditions for the credit agreements of Apator SA are presented in item 7.13 of the Annual Separate
Financial Statement for 2013 of Apator SA (Annual Report R-2013).
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 24
Reporting currency:
Polish zloty (PLN)
2013
25
9.2. Information on granted loans in the current fiscal year
The following table presents the loans granted by Apator SA.
Amount in k PLN
Structure in %
Amount in k PLN
Structure in %
Change
yoy
k PLN
0
0.00%
83
27.95%
-83
0.00%
0
0.00%
83
27.95%
-83
0.00%
85
100.00%
214
72.05%
-129
39.72%
85
100.00%
214
72.05%
-129
39.72%
85
100.00%
297
100.00%
-212
28.62%
December 31, 2013
Granted loans
Granted long-term loans
Including: to related entities
Granted short-term loans
Including: to related entities
In total
December 31, 2012
Dynamics
yoy
%
On May 24, 2013 the agreement was concluded, under which Apator SA granted Apator Control Sp. z o.o. the loan
amounting to PLN 3 000 k. Pursuant to the agreement, the loan was disbursed on May 29, 2013 and paid on
December 30, 2013.
The Apator S.A. granted three loans to the subsidiary Apator GmbH at the total value € 340 k. The first of them was
paid on December 2011, the second one in June 2013 and the payment term of the third loan is May 31, 2014. The
receivables due to this loan as of December 31, 2013 are EUR 21 k, i.e. PLN 85 k. The following table presents details
on the granted loans.
Entity, to which the
loan was granted
Title
Apator Control Sp. z
o.o.
Loan granted
for the current
activity of the
company
Loan/credit
amount
under
contract
3 000
Currency
k PLN
Loan date Maturity date As of 31.12.2013
2013-05-29
2013-12-31
3.95%
annually
paid
k PLN
Apator Control Sp. z o.o., in total
Interest rate
0
Apator GmbHsubsidiary
Loan granted
for industrial
purpose
215
k EUR
2006-10-05
2011-12-31
paid
3% annually
Loan granted
for industrial
purpose
75
k EUR
2007-09-21
2013-06-30
paid
3% annually
Loan granted
for industrial
purpose
50
k EUR
2008-12-11
2014-05-31
21
3% annually
k EUR
Apator GmbH in total
21
The information on loans granted by Apator SA is presented in item 7.8 of the Annual Separate Financial Statement for
2013 of Apator SA (Annual Report R-2013).
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 25
Reporting currency:
Polish zloty (PLN)
2013
26
10. Information on granted and received warranties and guarantees in
the relevant fiscal year
The following table presents the granted and active warranties of the Apator SA.
Guarantee
amount as of
31.12.2013
k PLN
Guarantee
date
Guarantee
validity date
Guarantee for
(beneficiary)
Granted by
Title
ENERGA Gdańsk LIDER
Bank Handlowy S.A.
Performance bond
30
2009-08-03
2015-09-19
RWE STOEN Warszawa
TU Euler Hermes S.A. Warranty and quality guarantee
218
2010-12-09
2016-01-15
RWE STOEN Warszawa
TU Euler Hermes S.A. Warranty and quality guarantee
121
2011-05-01
2016-04-15
EnergiaPro S.A. Wrocław TU Euler Hermes S.A. Warranty guarantee
58
2012-07-01
2017-06-30
PGE Dystrybucja Lublin
TU Euler Hermes S.A. Warranty guarantee
2
2013-01-11
2014-01-25
TU Euler Hermes S.A. Warranty guarantee
4
2013-01-11
2014-01-25
Energa-Operator Gdańsk TU Euler Hermes S.A. Performance bond
612
2012-05-14
2014-06-14
ENEA OP. Poznań
TU Euler Hermes S.A. Performance bond
267
2013-02-26
2014-01-30
318
2013-03-12
2014-01-09
24 760
2013-04-25
2014-03-22
RWE STOEN Warszawa
Apator SA at the
request of Apator
Performance bond
Control sp. z o. o.
(subsidiary)
TU Euler Hermes S.A. Warranty
639
2013-05-01
2016-04-15
RWE STOEN Warszawa
841
2013-05-22
2014-10-30
AB LESTO VILNIUS
98
2013-09-27
2015-09-27
AB LESTO VILNIUS
128
2013-09-27
2015-09-27
AB LESTO VILNIUS
123
2013-09-27
2015-09-27
TU Euler Hermes S.A. Bid bond
1 100
2013-12-10
2014-02-08
TU Euler Hermes S.A. Bid bond
300
2013-12-09
2014-02-07
Arcelor Mittal Poland
S.A.
In total
Including: granted in 2013
29 619
28 580
Guarantees granted to related entities:
On April 25, 2013 Apator S.A. and Apator Control Sp. z o.o. enter into the agreement, under which Apator S.A. granted
the performance bond guarantee for Apator Control Sp. z o.o. in the benefit of ArcelorMittal Poland S.A. Maximum
amount of guarantee is PLN 24.760 k and cover all contract price. This guarantee was granted for the period from April
25, 2013 to March 22, 2014. Under this agreement, Apator Control Sp. z o.o. is obliged to pay the commission from
the guarantee amount 1.3% per year for each started month of guarantee.
The table below presents the guaranties received by Apator SA in 2013.
Guarantee for
(beneficiary)
Granted by
Apator SA
Marbud Grupa Budowlana SA,
Title
Guarantee
amount as of
31.12.2013
k PLN
Guarantee
date
Guarantee
validity date
826
2012-03-15
2015-03-29
Retention bond
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 26
Reporting currency:
Polish zloty (PLN)
2013
Guarantee for
(beneficiary)
Granted by
27
Guarantee
amount as of
31.12.2013
k PLN
Title
Guarantee
date
Guarantee
validity date
Toruń
In total
Including: received in 2013
826
0
Guarantees granted by related entities:
In 2013 Apator SA does not receive any guarantees from related entities.
11. Agreements concluded by the company and the members of the
Management Board
There are no unusual agreements between the Company and managing persons, in the field of compensation, in the
event of:


Resignation or dismissal from the position held, without an important reason,
When the recalling or dismissal is caused by a business combination via acquisition.
The members of the Management Board are the employees of the Company under the contract for employment. In
case of resignation or dismissal from the position held, the parties settle their obligations under the applicable
regulations, in particular the labour law. If any member of the management board is dismissed, he will be entitled to
the severance pays not higher than 6 month basic salary.
12. Stocks and shares held by the members of the Management Board
and Supervisory Board of Apator SA
12.1. Supervisory Board
The following table presents the shareholding structure of the relevant members of the Supervisory Board of Apator
SA:
As of December 31, 2013
Description
In Apator SA
In other companies of the Apator Group
Nominal value of
Number of shares
shares in PLN
0
-
436 518
Nominal value of
shares in PLN
43 651.80
Mariusz Lewicki
2 045 643
204 564.30
0
-
1 047 657
104 765.70
0
-
Danuta Guzowska
1 520 279
152 027.90
0
-
0
0.00
0
-
0
0.00
0
-
5 050 097
505 009.70
0
-
Number of shares
Janusz Niedźwiecki
Krzysztof Kwiatkowski
Marcin Murawski
In total
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 27
Reporting currency:
Polish zloty (PLN)
2013
28
12.2. Management Board and Proxies
The following table presents the shareholding structure of the relevant members of the Supervisory Board of Apator
SA:
In Apator SA
Description
In other companies of the Apator Group
Number of shares
Nominal value of
shares in PLN
Number of
shares
Nominal value of
shares in PLN
Andrzej Szostak
0
0.00
0
-
Tomasz Habryka
0
0.00
0
-
200
20.00
0
-
434 500
43 450.00
0
-
0
0.00
0
-
99
9.90
0
-
434 799
43 479.90
0
-
Jerzy Kuś
Janina Karaszewska - Zandrowicz
Mirosław Klepacki
Krzysztof Malec
In total
13. Proceedings in progress before the court, entity competent for the
arbitrage proceeding or public administration entity
Moreover:

The Management Board of Apator SA completed the appealing procedure from the decision of the Polish
Financial Supervision Authority of April 17, 2012 under which the penalty in the amount of PLN 150 k was
imposed to the company for non-fulfilment of the obligation of announcement to the public

The Management Board of Apator SA continues the appealing procedure from the decision of Tax Control Office
in Bydgoszcz, which determined the tax liability in the amount of PLN 1 256 k plus interest during the tax control
carried out in 2012 regarding the corporate income tax settlements for 2009. On May 13, 2013 Apator SA lodged
the cassation appeal to the Supreme Administrative Court.

On June 28, 2013 the District Court in Ostrava issued judgment ordering the company Apator Metra s.r.o. to pay
the amount of PLN 2.8 M (i.e. CZK 16.6 M at the average exchange rate of NBP of June 28, 2013 amounting to CZK
1=PLN 0.1669) to the partner of Metra Šumperk Jaroslav Macháček as the adjustment payment for shares
acquired from him:
Consequences for Apator Metra s.r.o.: the company paid the former partner PLN 1.06 M (i.e. CZ 6.6 M) and
appealed the amount of PLN 1.74 M (CZ 10 M). At the same time, the company established the provision for
interest and additional costs in the amount of PLN 1 M,
Consequences for the Powogaz Group: Apator Powogaz SA received the part of payment for shares of Apator
Metra s.r.o. in the amount of PLN 3.4 M (i.e. EUR 0.8 M at the exchange rate of Raiffeisen Bank Polska SA of
23.12.2012 amounting to EUR 1 = PLN 4.0802). The amount of PLN 1.4 M increased the profit on other
operating activity and the remained part amounting to PLN 2 M is a liability,
Consequences for the Apator Group: the settlement of this appeal does not affect the consolidated financial
statements of the Apator Group.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 28
Reporting currency:
Polish zloty (PLN)
2013
29
14. Information on transactions concluded on terms and conditions
other than arm’s length principle
In 2013, neither Apator SA nor its subsidiary concluded any transactions with related entities which would be
important individually or jointly and were concluded under conditions differing from those of the market.
The transactions of Apator SA and its subsidiaries with the related entities in the period from January to December
2013 included the transactions, which are usually concluded under the market conditions and their nature follows the
current business activity conducted by Apator SA and its subsidiaries. Cooperation between the companies of the
Apator Group mainly refers to:




Electric energy meters- cooperation of Apator SA, FAP Pafal SA,

Export sale to German market via Apator GmbH- Apator SA, Pafal SA, Apator Metrix SA.
Switchgear equipment- cooperation of Apator SA and OOO Apator Elektro,
Heat meters – cooperation of Apator SA and Apator Powogaz SA,
Water meters, heat meters and heat cost allocators- cooperation between the companies of the Apator Powogaz
Group,
As the financial activity between the companies of the Apator Group the dividends are paid. In 2013 the parent entity
Apator SA received from its subsidiaries dividends amounting to PLN 36 635 k, i.e. by 30% higher than in the
comparative period.
15. Information on agreements concluded, which are significant for
the Issuer’s business activity
15.1. Agreements between shareholders
The Apator SA his not aware of any agreements concluded between the shareholders.
15.2. Trade agreements
In 2013 the Apator SA Company concluded the following significant trade agreements (amounting to over 10% of the
equity of Apator SA):

In the period from January 2012, to March 2013, the companies of the Apator Group (including Apator SA)
entered into agreements with PGE Dystrybucja SA, which jointly meet the criterion of the significant agreement.
The total amount of agreements was PLN 22.9 M net and refers to the delivery of electric energy meters and
network passportization.

The term of the agreement with Bank Handlowy w Warszawie SA on bank guarantees to the amount of PLN 20 M
was extended to September 9, 2014.

On December 20, 2013 Apator SA and OOO Apator Elektro entered into cooperation agreement regarding the
switchgear equipment amounting to PLN 12 M. The agreement will be performed at PLN 4-6 M.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 29
Reporting currency:
Polish zloty (PLN)
2013
30
15.3. Cooperation agreements

In the field of the production of postpayment electronic meters, the Apator SA company cooperates with the
subsidiary FAP Pafal SA. The base of this cooperation is the agreement concluded between Apator SA and FAP
Pafal SA on March 1, 2005 (with annexes). This agreement specifies the general cooperation conditions for the
delivery of electronic boards and sub-assemblies by Apator SA to FAP Pafal SA. The amount of deliveries
performed is in accordance with the current orders and the prices are concluded under the market conditions.
The agreement is concluded for a non-specified period of time. The detailed terms and conditions of this
agreement do not differ from the terms and conditions usually applied in such agreements.

On January 4, 2010 Apator SA concluded a cooperation agreement with the subsidiary FAP Pafal SA. The subject
of cooperation is to:
conduct the sale of the products of the subsidiary FAP Pafal SA,
provide construction services for FAP Pafal SA by Apator SA.
The cooperation agreement was concluded for a non-specified period of time and its conditions do not differ
from the conditions of similar transactions in the market.
As a result of restructuring process of Pafal SA consisting of movement of production of the electric energy
meters to Apator SA, the mutual turnovers between Apator SA and FAP Pafal SA still decrease. They amounted
to:
o
o
o

for 2013 PLN 24.254 k,
for 2012 PLN 49 772 k,
for 2011 PLN 52 865 k.
On April 2, 2013 Apator SA and Apator Metrix SA entered into the agreement on production and supply of
moulded plastic parts to gas meters. The agreement was concluded for a non-specified period of time and its
conditions do not differ from the conditions of similar transactions in the market. In 2013 the sales amount due to
this agreement amounted to PLN 1 179 k.
15.4. Insurance agreements:
In 2013, Apator SA continued the agreements concluded on June 29, 2012 under the comprehensive program of
property and third party liability insurance for the companies of the Apator Group- insurance agreement with the pool
of insurers PZU SA/STU Ergo Hestia SA for a period of two years with two separate annual settlement periods: from
July 1, 2012 to June 30, 2012, and from July 1, 2013, to June 30, 2013.
Agreements include the insurance of:

third party liability due to the business activity and putting product into trade - with the basis guarantee sum PLN
30 M,







loss of profit under the property insurance against all risks,
machines against damages,
Property against all risks,
electric machines against electric damages,
electronic equipment against all risks,
property in transit,
Tax disputes service costs.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 30
Reporting currency:
Polish zloty (PLN)
2013
31
Moreover, Apator SA concluded agreements for all companies of the Apator Group in the field of:


Motor insurance – an agreement concluded with TUiR Warta SA for the period from July 1, 2013 to June 30, 2014;
travel insurance – an agreement concluded with PZU SA for the period from July 1, 2011 to June 30, 2013; Continuation of the third settlement period 2013/2014.
Moreover, Apator SA continues to insure the liability of members of the managing bodies of AIG Europe Limited Sp. z
o.o., Branch Office in Poland (principle insurance policy) and in ACE European Group Ltd. Sp. z o.o., Branch Office in
Poland (second layer policy).
16. Information on issuance of securities of Apator SA
In 2013 Apator SA did not issue any securities.
17. Information on agreements which may result from change of the
proportion of the shares held by the present shareholders
Apator SA is not aware of any agreements, including these to be concluded after the end of the period, resulting in
changes to the proportion of shares held by the present shareholders and bond holders (Apator SA has never issued
bonds).
18. Employee programs control system
Apator SA does not perform any employee stockownership plans.
19. Forecast of results of Apator SA
Apator SA does not publish a separate forecast of the financial results. The forecast of the consolidated financial
results of the Apator Group is published. The degree of this forecast performance is described in the Management
Report of the Apator Group in 2013.
20. Statement on applying the corporate governance principles
The corporate governance principles are available on the website of WSE: http://www.corp-gov.gpw.pl and on the
website of the company Apator SA: http://www.apator.com.
In 2013, Apator SA observed the principles declared by the Management Board of Apator SA on December 18, 2012
(incorporated in “Code of Best Practice for WSE Listed Companies ", attached as the Appendix to the Resolution of the
Stock Exchange Board No. 19/1307/2012 of November 21, 2012); except for:

Rule I.12 in the field of enabling its shareholders to exercise their voting rights during a General Meeting either in
person or through a plenipotentiary outside the venue of the General Meeting using by means of electronic
communication;
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 31
Reporting currency:
Polish zloty (PLN)
2013

32
Rule IV.10 in the field of the shareholders' participation in the General Meeting using electronic communication
means through:
1) the real-time broadcast of General Meetings,
2) real-time bilateral communication where shareholders may take the floor during a General Meeting
from a location other than that of the General Meeting.
The Management Board of Apator SA took the aforementioned decision because the shareholders were not
interested in the aforementioned solutions and the company needed to incur additional costs to meet it. In order to
allow shareholders to become acquainted with the events of the session, the company records the session in video
format and publishes it on its website: www.apator.com.
These rules remain unchanged after December 31, 2013.
20.1. List of Apator SA shareholders holding, directly or indirectly, the
significant block of shares
Specifications of the shareholders holding, directly or indirectly, significant blocks of shares, giving the number of
shares held by these shareholders, their proportional interest in the share capital, number of votes and their
proportional interest in the total number of votes at the general meeting.
Description
Sum of Number of
Bearer shares
shares
votes
3 600 000 3 600 000 3 600 000
Apator Mining
Registered
shares
0
Mariusz Lewicki
1 164 669
880 974
2 045 643
5 539 650
6.18%
9.83%
Tadeusz Sosgórnik
993 102
907 401
1 900 503
4 879 809
5.74%
8.66%
Danuta Guzowska
954 214
566 065
1 520 279
4 382 921
4.59%
7.78%
Zbigniew Jaworski
760 848
574 074
1 334 922
3 617 466
4.03%
6.42%
818 092
229 565
1 047 657
3 501 933
3.16%
6.21%
0
2 905 628
2 905 628
2 905 628
8.78%
5.15%
Aviva OFE *
Share in
capital
10.87%
Share in
votes
6.39%
Others
3 063 205
15 689 191 18 752 396 27 942 011
56.64%
49.57%
In total
7 754 130
25 352 898 33 107 028 56 369 418
100.00%
100.00%
*) On January 8, 2014 AVIVA OFE informed that as a result of sales transaction of part of shares of Apator SA, the level of 5% votes
of Apator SA decreased.
20.2. Description of the basic features of the internal control and risk
management, in relation to the process of preparing financial
statements and consolidated financial statements
The financial statements are prepared by the Accounting Division of Apator SA, operating under the Director of the
Financial Division. The consolidated and separate financial statements are prepared pursuant to the International
Accounting Standards (IAS) and the International Financial Reporting Standards (IFRS). IAS and IFRS include
interpretations endorsed by the Commission for International Financial Reporting Interpretations. Moreover, the
prepared financial statements are based on the Ordinance of the Ministry of Finance of February 19, 2009 (as
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
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Reporting currency:
Polish zloty (PLN)
2013
33
amended) on the current and periodic information provided by the issuers of securities and the conditions of
considering the information required by the legal provisions of the non-member country as equally important.
Financial reporting and accountancy in the companies of the Apator Group i.e. the reporting and accounting in the
companies: Apator SA, FAP Pafal SA, Apator Metrix SA, Apator Powogaz SA and Apator Control sp. z o. o. is performed
using the Integrated Management System Baan IV.
Each company has an accounting policy that is based on the commonly accepted principles of the Apator Group. They
determine the main principles for recording events. But the basic elements of the statement preparation process are
the common accounting principles that are accepted by all entities of the Apator Group, based mainly on the solutions
applied by the parent entity Apator SA. As a consequence of these records, the accounting books of the relevant
companies, which further serve as a base for the separate financial statements of all entities of the group, are created.
The separate financial statements serve as a base for the preparation of the consolidated financial statements of the
Apator Group.
The following risks are defined in the process of preparation of the financial statements:




Incorrect input data,
Improper presentation of data,
Effects of error estimations made by independent consultants (actuaries, appraisers),
At the financial data consolidation stage - improper integration of data from the companies, which did not
implement the integrated management system Baan IV, with the data of the companies, which have said system.
All the aforementioned risks are minimized by the internal and external control systems and by the common
accounting principles. The party directly responsible for minimizing risk and identifying new risks is the Management
Board of Apator SA, in cooperation with the Financial Director, who assesses the effectiveness of internal control
system in the management of financial statements process on an ongoing basis. The installation of an effective
internal control system for financial reporting ensures the correctness of the financial information contained in the
financial statements and their proper presentation. This correctness is ensured by verifying compliance with the
regulations and guidelines of the financial law and the internal regulations, as well as through audit based on EN ISO
9001:2008. The internal control is performed directly by each employee (using the self-assessment system), his
supervisor and cooperating persons as well as by the managers of the organizational unit working in the field of the
quality and correctness of the activities performed by the relevant employees. The aim is to assure the compliance of
these activities with the procedures and mechanisms of internal control.
At each stage of the financial statement preparation, one of the basic control mechanisms (external) is periodic
verification of the financial statements carried out by the independent statutory auditor and, in particular, a review of
the interim financial statements and an audit of the annual financial statements. The entity which will be the statutory
auditor of the Apator SA company and the Apator Group is elected in such a manner as to assure independency in the
performance of its tasks. All companies of the Apator Group are audited by the same entity authorized to audit the
financial statements.
The Auditing Committee of the Supervisory Board of Apator SA participates in the process of monitoring the efficiency
of the internal control system. Its essential task is to advise the Supervisory Board on the following issues:



Separate and consolidated financial reporting,
Internal control,
Risk management and cooperation with the statutory auditors.
The financial data, which serve as the base for financial statements and periodic reports, are used also in the monthly
financial and operating reporting. Upon closing the monthly settlement period, the senior management (management
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
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2013
34
board, directors), under the supervision of the Supervisory Board, performs a monthly analysis of the financial results
of the Apator SA company, the relevant companies of the Apator Group and the consolidated results of the Apator
Group. The analysis of the results attained is made by comparing these results with the accepted business
assumptions contained in the annual budget and development strategy. The identified deviations are analysed on an
ongoing basis to view their influence on the current results of the Apator Group, after which possible corrective
measures are taken. Moreover, the Apator Group performs an annual review of the business plans, pertaining to both
all entities of the capital group and the entire the Apator Group. All of senior and middle management are engaged in
the budgeting process, which includes all operating areas. The prepared budget is accepted by the management board
of the company and approved by the supervisory board.
Based on the assessment of the applied procedures, the Management Board of Apator SA states that as of December
31, 2013, there were not any circumstances which could have negatively affected the efficiency of the internal control
regarding the preparation of the financial statements.
20.3. Specification of the holders of any securities giving special control
rights, including their description.
Each registered share carries one voting right; however the registered shares are preference shares in such a manner
that one share carries four voting rights at the General Meeting of Shareholders. The principles of disposal of the
registered shares or their conversion are specified in the Articles of the Association of Apator SA.
As of December 31, 2013 the Company’s share capital consists of 33 107 028 shares of the nominal value equal to PLN
0.10 each. The following table presents Apator SA’s shareholding at the end of 2013.
Number of shares
Shareholding
%
Number of votes
Votes structure
%
7 754 130
23.42%
31 016 520
55.02%
Bearer shares
25 352 898
76.58%
25 352 898
44.98%
Total shares
33 107 028
100.00%
56 369 418
100.00%
Shares and votes
Registered shares
As of the date of this financial statement (after the end of the period), i.e. April 23, 2014, upon conversion of 30 000
registered shares on January 14, 2014, the preference shares constitute 23.33% of the share capital and 54.90% votes
at the General Meeting of Shareholders of Apator SA.
20.4. Limitations to the execution of voting rights
There are no limitations regarding the execution of voting rights, such as:



Limitation to the execution of voting rights by the shareholders of a specified part or number of votes,
Time limitations pertaining to the execution of voting rights,
Provisions under which, with the cooperation of the company, the securities-related equity rights are separated
from the holding of securities.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
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Reporting currency:
Polish zloty (PLN)
2013
35
20.5. Indication of any limitations regarding the transfer of the
ownership rights of Apator SA shares
The registered preference shares are subject to limitation to their disposal. These shares may be disposed of by the
shareholders and their heirs or legal successors only in favour of the shareholders holding the registered shares. The
disposal of the registered shares in favour of persons other than the shareholders holding the registered shares
requires the consent of the Management Board. If the Management Board does not express consent for the transfer
of shares, it should, within 60 days, determine another purchaser; determine the price pursuant to the bearer share
price of the date of application. If, within 60 days of the date of written application for the consent for the shares’
disposal, the Management Board does not express their opinion, the disposal will not be limited.
The bearer shares are not subject to any limitations regarding the transfer of their ownership.
20.6. Description of the rules for appointing and recalling the members
of the managing bodies and their rights, in particular the right to make a
decision regarding the issuance or buy-out of shares
20.6.1. General Meeting
Pursuant to the Articles of the Association of Apator SA, the sole competence of the General Meeting of Apator SA is
to decide on the:



Issuance of shares, convertible bonds or senior bonds,
Acquisition of shares to be cancelled,
Increase or decrease of the share capital.
20.6.2. Supervisory Board
The Supervisory Board of Apator SA acts under the provisions of the Code of Commercial Companies, the Articles of
Association and the Supervisory Board Regulations. The Articles of Association and the Supervisory Board Regulations
are available on Apator SA’s website: www.apator.com, in the folder “Investor’s Relations”.
The Supervisory Board supervises all fields of the business activity of the Company. It does not have the right to
instruct the Management on the management of the Company’s matters. The Supervisory Board performs its duties
collegially, but it may appoint their members to perform the relevant supervision tasks individually.
The members of the Supervisory Board of Apator SA are appointed and recalled by the General Meeting, which
establishes the number of members of the Supervisory Board and their remuneration. The members of the
Supervisory Board should have proper knowledge and experience. The Supervisory Board may be composed of 5 to 7
members, elected by the General Meeting for the joint term in office of 5 years. Reduction of the number of
Supervisory Board members during the term of office to not less than 5 members does not cause the necessity to
complete the composition of the Supervisory Board.
The Supervisory Board elects a Chairman and Deputy Chairman at the first meeting.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
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Polish zloty (PLN)
2013
36
The members of the Supervisory Board are obliged to non-compete. The members of the Supervisory Board cannot
be: Members of the Management Board, Proxy, Liquidator, and Managers of the unit or plant, Chief Accountants
employed by the company, Legal Advisers or Lawyers of a person who is subordinate to the member of the
Management Board. Moreover, the members of the Management Board and/or subsidiary Liquidators cannot be
members of the Supervisory Board.
The Supervisory Board can pass the resolutions in written or using the direct communication at distance. In order to
have valid resolution of the Supervisory Board it is required to inform all members of the Supervisory Board on
contents of the resolutions. Passing resolutions in this manner is not applied to election of Chairman and Deputy
Chairman of the Supervisory Board, appointment of the Member of the Management Board and recalling and
suspending the member of the Management Board.
Resolutions in this manner, in writing or using the distance communication means are passed by the absolute majority
of votes at participation of:


at least 3 members of a five person composition,
at least 4 members of a composition of more than five persons.
The resolutions of the Board are adopted by the absolute majority of the present votes.
The General Meeting adopts the Supervisory Board Regulations.
The Supervisory Board is not authorized to make a decision on the issuance or buyout of shares.
20.6.3. Management Board
The Management Board of the Company acts under the provisions of the Code of Commercial Companies and the
Management Board Regulations. The Articles of Association and the Regulations of the Management Board of Apator
SA are available on Apator SA’s website: www.apator.com in the folder entitled “Investor’s Relations”.
The members of the Management Board of Apator SA are appointed and recalled pursuant to the provisions of the
Code of Commercial Companies and the provisions of the Articles of Association. The Management Board of Apator SA
is composed of one to five members appointed by the Supervisory Board for three years of the joint term of office.
The Supervisory Board adopts resolutions on:




Determining the number of members of the Management Board of the Company,

Delegation of members of the Supervisory Board to temporary execution of the activities of the members of the
Management Board,

Determining the remuneration for the Management Board, including the nature of its motivation.
Appointing and recalling the Management Board of the Company,
Appointment of the President of the Management Board,
Suspending the performance of tasks by all or relevant members of the Management Board, for important
reasons,
The members of the Management Board may be recalled by the Supervisory Board or General Meeting any time
before the terms of office expires. It has no prejudice to their claims under the employment contract.
The Management Board manages the entire business activity of the Company, represents the Company to third
parties, manages its assets and all issues not reserved for other bodies, is responsible for the proper keeping of
accounting books and strictly observes the provisions of the Articles of Association, Management Board Regulations as
well as the resolutions of the Company’s bodies. Whence performing its activities, the Management Board takes the
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 36
Reporting currency:
Polish zloty (PLN)
2013
37
Company’s interests into consideration. The tasks of the Management Board are controlled by the President. The
resolutions of the Board are adopted by the absolute majority of votes. In the event of a tie, the President’s vote is
decisive.
Each member of the Management Board is independently, or by proxy, entitled to submit statements pertaining to
the property rights and duties of the Company as well as to sign documents. Each member of the Management Board
is entitled and obliged to handle the issues of the Company, not exceeding the usual activity of the Company.
The Proxy is appointed by the Management Board. The proxy can be recalled by any Member of the Board.
The members of the Management Board and Proxies are obliged to non-compete.
The Supervisory Board adopts the Management Board Regulations.
The Management Board is not authorized to make decisions pertaining to the issuance or buyout of shares.
20.7. Description of the changes to the Articles of Association of Apator
SA
The change to the Articles of Association of Apator SA, under par. 14 item 14 of the Articles of Association, is in the
competences of the General Meeting and may be adopted by the majority of 3 votes. In case of intention to change
the Articles of Association, the notice on convening the General Meeting of Shareholders will include the current
provisions and the content of the proposed changes. The General Meeting of Shareholders may authorize the
Supervisory Board, under the resolution on change in the Articles of Association, to establish a consolidated text of
the changed Articles of Association or to introduce any other editorial changes.
Changes to the Articles of Association become effective upon their entry into the National Court Register. The
obligation to report the changes to the Articles of Association is the responsibility of the Management Board. Pursuant
to par. 430 of the Code of Commercial Companies, the Management Board is obliged to inform about the change of
Articles of Association within 3 months upon passing the relevant resolution by the General Meeting, but Art. 22 of
the National Court Register Act oblige to submit the motion for entry to the Register not later than within 7 days from
the date justifying this entry.
20.8. General Meeting operation principles
The manner of operation of the general meeting, its basic rights and description of the shareholders’ rights, and the
way of their execution, in particular the rules following the regulation of the general meeting, unless this information
follows directly from the law, are specified below.
The General Meeting of Shareholders of the Company operates under the provisions of the Code of Commercial
Companies and the General Meeting Regulations. The Articles of Association and the Regulations of the Management
Board of Apator SA are available on Apator SA’s website: www.apator.com in the folder entitled “Investor’s
Relations”.
The General Meetings can be ordinary and extraordinary. The Ordinary General Meeting is convened once per year, at
the latest at the end of June.
The General Meetings are convened by announcement in the manner specified by the Code of Commercial Companies
for public companies, at least 26 days in advance of the General Meeting. The right to participate in the General
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 37
Reporting currency:
Polish zloty (PLN)
2013
38
Meeting is only for persons who are shareholders of the company 16 days before the date of the General Meeting (as
of the registration date of participation in the meeting):

The persons authorized by registered shares and share certificates, and the pledgees and users, who are entitled
to vote by shares, have the right to participate in the General Meeting if they are listed in the share register on
the registration date of the General Meeting.

The list of persons authorized by bearer shares to participate in the General Meeting is determined by the
Company based on the list drawn up by the National Depository of Securities SA under the conditions specified by
the Commercial Companies Code.
The Shareholders can participate in the General Meeting and exercise the right to vote individually or by proxies; they
are also entitled to vote differently, using each of the owned shares. Each registered share of A series is preference
and carries four votes, however each bearer shares carries one vote.
The shareholders representing at least half of the share capital or at least half of the total votes are entitled to
convene the Extraordinary General Meeting by appointing the chairman of this meeting.
The shareholder or shareholders representing at least 1/20 of the share capital are authorized to:

request to convene the Extraordinary General Meeting and incorporate the specified issues into the agenda of
this meeting. The request to convene the Extraordinary General Meeting should be submitted to the
Management Board in writing or by e-mail;

request to incorporate the specified issues into the agenda of the next General Meeting. This request should be
reported to the Management Board not later than 21 days in advance of the date of the General Meeting. The
Management Board is obliged to announce agenda changes, introduced at the shareholders’ request,
immediately, but not later than within 18 days in advance of the date of the General Meeting. The
announcement is made in a manner appropriate for convening the General Meeting;

before the date of the General Meeting, to submit to the Company in writing or by e-mail, the drafts of the
resolutions referring to the issues incorporated into the agenda or issues to be incorporated to the agenda. The
Company immediately presents the resolution drafts on its website. Each shareholder is entitled to submit the
resolution draft concerning the issues from the agenda during the General Meeting.
The following persons should participate in the General Meeting:

Members of the Supervisory Board and the Management Board, in a composition that enables the substantial
answering of the questions asked during the meeting,

Statutory auditor, if the financial matters of the Company are subject matter of this meeting.
Unless the provisions of the Code of Commercial Companies state otherwise, the general meeting is valid regardless of
the number of presented shareholders.
The General Meeting may adopt the resolutions only for the issues included in the agenda, except for the resolutions
on order issues, which may refer only to the issues related with the meeting. The resolution on discontinuing to
resolve an issue from the agenda may be passed only when there are important reasons. In such case the request
must be explained in detail. The General Meeting may not adopt the resolution on excluding from the agenda or
discontinuing the consideration of the issues which are incorporated into the agenda upon the request of the
shareholders.
The resolutions are passed by the absolute majority of votes, unless the provisions of the Articles of Association or the
Commercial Companies Code state otherwise. Voting is open, except for situations described in Art. 420 of the Code
of Commercial Companies, the secret voting are ordered for:

elections and in case of motions on recalling the members of the Company's bodies,
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 38
Reporting currency:
Polish zloty (PLN)
2013



39
Motions on holding the aforementioned liable,
On personal matters,
At the request of but one shareholder or proxy present at the General Meeting.
The resolutions of the General Meeting are binding for all shareholders.
20.9. The composition of the managing and supervising bodies of
Apator SA, along with its changes during the last fiscal year and a
description of its activity
20.9.1. Management structure of Apator SA as of December 31, 2013:
GENERAL MEETING
Supervisory Board
Janusz Niedźwiecki,
Mariusz Lewicki, Janusz Marzygliński, Danuta Guzowska, Krzysztof Kwiatkowski, Marcin Murawski
Management Board
Andrzej Szostak,
Tomasz Habryka, Jerzy Kuś
20.9.2. Supervisory Board
To June 24, 2013 the composition of the Supervisory Board of Apator SA was as follows:
Janusz Marzygliński- Chairman of the Supervisory Board
Mariusz Lewicki- Deputy Chairman of the Supervisory Board
Ryszard Wojnowski- Member of the Supervisory Board
Danuta Guzowska- Member of the Supervisory Board
Krzysztof Kwiatkowski- Member of the Supervisory Board
Eryk Karski -Member of the Supervisory Board
Mr Ryszard Wojnowski resigned from the position of the member of the Supervisory Board on June 24, 2013. And on
June 25, 2013 Ordinary General Meeting of Shareholders recalled Mr Eryk Karski from the membership in the
Supervisory Board.
On June 24, 2013 Ordinary General Meeting of Shareholders appointed Mr Janusz Niedźwiecki and Mr Marcin
Murawski to the Supervisory Board.
Pursuant to the aforementioned events, from June 25, 2013 the composition of the Supervisory Board is as follows:
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 39
Reporting currency:
Polish zloty (PLN)
2013
40
Janusz Niedźwiecki- Chairman of the Supervisory Board,
Mariusz Lewicki- Deputy Chairman of the Supervisory Board
Janusz Marzygliński- Member of the Supervisory Board,
Danuta Guzowska- Member of the Supervisory Board
Krzysztof Kwiatkowski- Member of the Supervisory Board
Marcin Murawski- Member of the Supervisory Board.
The term of office of the present Board ends on the day of the Ordinary General Meeting of Shareholders to be held in
2015.
The shareholding structure of the members of the Supervisory Board was as follows:
Description
Janusz Niedźwiecki
shares
votes
Share in
capital
Share in
votes
436 518
1 734 639
1.32%
3.08%
Mariusz Lewicki
2 045 643
5 539 650
6.18%
9.83%
1 047 657
3 501 933
3.16%
6.21%
Danuta Guzowska
1 520 279
4 382 921
4.59%
7.78%
Krzysztof Kwiatkowski
0
0
0.00%
0.00%
Marcin Murawski
0
0
0.00%
0.00%
5 050 097 15 159 143
15.25%
26.89%
In total
The members of the Supervisory Board of Apator SA hold the positions in the supervising bodies of the subsidiaries (as
of December 31, 2013):


Janusz Niedźwiecki- Member of the Supervisory Board of Apator Metrix SA;

Janusz Marzygliński- Chairman of the Supervisory Board of Apator Rector Sp. z o.o.
Chairman of the Supervisory Board of Apator Powogaz SA
Mariusz Lewicki- Chairman of the Supervisory Board of Apator Mining Sp. z o.o.,
Chairman of the Supervisory Board of Apator Metrix SA;
The remuneration of the members of the Supervisory Board was not a significant portion of the costs of the Company
and did not affect its financial result in a significant manner. The remuneration obtained in 2013 is as follows:
k PLN
Remuneration
from other
companies of the
Apator Group
k PLN
Janusz Niedźwiecki (from 25.06.2013)
38
18
56
Mariusz Lewicki (whole year)
66
96
162
Janusz Marzygliński (whole year)
68
116
184
Danuta Guzowska (whole year)
66
0
66
Krzysztof Kwiatkowski (whole year)
66
0
66
Remuneration from
Apator SA
Description
Total
remuneration
k PLN
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 40
Reporting currency:
Polish zloty (PLN)
2013
Marcin Murawski (from 25.06.2013)
Ryszard Wojnowski (in Apator SA to
24.06.2013.)
Eryk Karski (to 24.06.2013)
In total
41
34
0
34
32
66
98
32
0
32
402
296
698
The conduct of Supervisory Board is determined by the Code of Commercial Companies, Articles of Associations and
Regulations of the Supervisory Board of Apator SA. The Articles of Association and the Regulations are available on
Apator SA’s website: www.apator.com in the folder entitled “Investor’s Relations”.
Pursuant to the provisions of the Articles of Association, the Board meets once per quarter or more often, if needed,
upon the invitation of the Chairman. In 2013, 12 meetings of the Supervisory Board of Apator SA were held. The
members of the Supervisory Board performed their duties personally in a composition enabling them to adopt
resolutions, including:



At 8 meetings- 100% presence,
At 3 meetings- 83% presence,
At 1 meeting- 67% presence.
All absences were justified.
The members of the Management Board of Apator SA participated in the session of the Supervisory Board in a
number enabling to answer the questions. Moreover, the Management Board provided the Supervisory Board with
sufficient information on all important matters referring to the business activity of Apator SA and the Apator Group.
At the meetings of the Supervisory Board the resolutions in matters, which were specified by the agenda sent to the
members of the Supervisory Board in the notice, were passed.
The business activity of the Supervisory Board focused on the matters significant for the business activity of the
Apator SA company and the Apator Group. The Supervisory Board constantly supervises the business activity of the
Company and Management Board by:


Analysis of materials provided by the Management Board, upon the Board’s request,



Participation in the sessions of the Management Board,
Obtaining information and detailed explanations from the members of the Management Board and other
employees of the company during the sessions of the Supervisory Board,
Audit Committee,
Activity of the statutory auditor, who on behalf of the Board, reviewed and audited the financial documents and
the financial statements.
The Auditing Committee operates within the Supervisory Board, but the Nomination Commission and Remuneration
Commission were not appointed.
20.9.3. The Auditing Committee of the Supervisory Board of Apator SA
On September 23, 2009 the Supervisory Board of Apator SA appointed the Auditing Committee, which is composed of
at least three members including the Chairman who is appointed among its members.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
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Reporting currency:
Polish zloty (PLN)
2013
42
The goal of the Auditing Committee is collaboration with the statutory auditors and consultancy for the Supervisory
Board on the following issues:


Separate and consolidated financial reporting,
Internal control and risk management.
The main tasks of the Auditing Committee include:

Monitoring the financial reporting process (audit of the accepted accounting standards, information circulation,
prepared documents and planned changes);



Monitoring the efficiency of the internal control systems, internal audit and risk management systems;
Monitoring the performance of audit activities;
Monitoring the independency of the statutory auditor to audit the financial statements.
The detailed principles of the Auditing Committee’s operation are specified by the Regulations of the Auditing
Committee of the Supervisory Board of Apator SA, which is available on its website: , in the tab “Investor’s
Relationships”.
To June 24, 2013 the Auditing Committee acted in the following composition:



Mariusz Lewicki- Chairman
Ryszard Wojnowski- Member,
Krzysztof Kwiatkowski- Member.
Krzysztof Kwiatkowski meets the criterion of independency from Apator SA.
Due to the resignation from the position of a member of the Supervisory Board and thus Audit Committee by Ryszard
Wojnowski on June 24, 2013, Marcin Murawski was appointed to the Audit Committee.
From June 25, 2013 the Auditing Committee acted in the following composition:



Mariusz Lewicki- Chairman
Marcin Murawski- Member,
Krzysztof Kwiatkowski- Member.
Krzysztof Kwiatkowski and Marcin Murawski meet the criterion of independency from Apator SA.
Pursuant to the Regulations, the meetings of the Committee are held at least twice a year, before the Company
publishes the financial statement (interim and annual).
In 2013, six meetings of the Committee were held.
20.9.4. Management Board
To June 24, 2013 the Management Board of Apator SA had the following composition:



Janusz Niedźwiecki - President of the Management Board
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 42
Reporting currency:
Polish zloty (PLN)
2013
43
From June 25, 2013 the Management Board, appointed for next term of office 2013-2016 acts in the following
composition:



President of the Management Board of the previous term of office- Janusz Niedźwiecki was appointed to the
Supervisory Board of Apator SA from June 25, 2013, where he holds a position of the Chairman.
The proxy is granted to the following persons (in 2013 no changes):



Janina Karaszewska-Zandrowicz- Financial Director,
Mirosław Klepacki- Switchgear Equipment Director,
Krzysztof Malec-Production Director
The shareholding structure of the members of the Management Board and Proxies of Apator SA is as follows:
Description
shares
votes
Share in capital
Share in votes
0
0
0.00%
0.00%
Andrzej Szostak
Tomasz Habryka
Jerzy Kuś
Janina Karaszewska-Zandrowicz
0
0
0.00%
0.00%
200
200
0.0006%
0.0004%
434 500
1 424 500
1.31%
2.53%
Mirosław Klepacki
0
0
0.00%
0.00%
99
396
0.0003%
0.0007%
434 799
1 425 096
1.3133%
2.5281%
Krzysztof Malec
In total
The members of the Management Board and Proxies are members of the bodies of the subsidiaries (as of December
31, 2013):

Andrzej Szostak- Member of the Supervisory Board of Apator Powogaz SA,
Member of the Supervisory Board of Apator Rector Sp. z o.o.,
Member of the Supervisory Board of Apator Metrix SA.

Tomasz Habryka - President of the Management Board of Apator GmbH,
Member of the Supervisory Board of Apator Mining Sp. z o.o.,


Jerzy Kuś- Member of the Supervisory Board of Pafal SA;


Mirosław Klepacki- President of the Management Board of Apator GmbH;
Janina Karaszewska-Zandrowicz - Member of the Supervisory Board of Apator Powogaz SA,
Member of the Supervisory Board of Apator Control Sp. z o.o.,
Krzysztof Malec- Member of the Supervisory Board of Pafal SA.
The remuneration of the Members of the Management Board is determined on the basis of the clear procedures and
principles considering its motivation nature and to provide the effective and fluent management of the Company. The
remuneration corresponded to the responsibility criteria pertaining to the position held, staying reasonably
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 43
Reporting currency:
Polish zloty (PLN)
2013
44
proportionate to the level of remuneration in similar companies in a comparable market. The remuneration obtained
by the Members of the Management Board in 2013 is as follows:
Remuneration from Apator SA
Description
Basic salary
Premiums and
awards
Remuneration from
other companies of
the Apator Group
Total
remuneration
k PLN
k PLN
k PLN
k PLN
Andrzej Szostak (from 25.06.2013)
328
60
54
442
Tomasz Habryka (whole year)
321
197
239
757
Jerzy Kuś (whole year)
Janusz Niedźwiecki (in Apator SA to
24.06.2013)
355
260
36
651
459
908*
51
1 418
In total
1 463
1 425
380
3 268
*) this amount includes the severance pay due to resignation from the position of the President of the Management Board of Apator
SA
While making decisions on company issues, the members of the Management Board act within the limits of justified
economic risk, i.e. after considering all information, analyses and opinions, which should be considered by this issue
because of the company's interests. They consider, as justified by a long-term prospectus, the business of the
shareholders, debtors, employees and other entities and persons collaborating with the Company’s business activity ,
as well as the interest of the local society. The Management Board operated with due diligence in order to make any
transactions with the persons, whose interests affected the interest of the Company under the market conditions.
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 44
Reporting currency:
Polish zloty (PLN)
2013
45
Signatures
Management Board Signatures:
April 23, 2014
Andrzej Szostak
President of the Management Board, CEO
April 23, 2014
Tomasz Habryka
Member of the Management Board, Chief Operating Officer
April 23, 2014
Jerzy Kuś
Director of Metering Equipment and Systems, Member of the Management Board
Name of entity:
Apator SA
Reporting period:
01.01.2013 – 31.12.2013
Rounding:
Page 45
Reporting currency:
Polish zloty (PLN)

Annual report for 2013

Transcription

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