GRUPA KAPITAŁOWA FABRYKI MEBLI „FORTE” S.A.

Transcription

FABRYKI MEBLI „FORTE” S.A. Capital Group QSr1/2016 (in thousands PLN)
0
2016
TABLE OF CONTENTS
2016
SELECTED FINANCIAL DATA ....................................................................................................................................................... 3
SELECTED FINANCIAL DATA ....................................................................................................................................................... 4
CONSOLIDATED PROFIT AND LOSS ACCOUNT ................................................................................................................... 5
Consolidated statement of comprehensive income ............................................................................................................ 6
Consolidated statement of financial situation (balance sheet) ...................................................................................... 7
Consolidated cash flow statement ............................................................................................................................................. 8
Consolidated statement of changes in equity ....................................................................................................................... 9
Consolidated statement of changes in equity ..................................................................................................................... 10
Consolidated statement of changes in equity ..................................................................................................................... 11
1. General information ................................................................................................................................................................. 12
2. Composition of the Group ..................................................................................................................................................... 12
3. Composition of the Management Board of the Parent Company ......................................................................... 14
1. Basis for preparation of the consolidated financial statements ............................................................................ 14
2. Changes in accounting principles / principles of presenting data in financial statements and error
correction ..................................................................................................................................................................................... 14
3. Foreign currency translation ................................................................................................................................................ 15
Seasonality of operations ............................................................................................................................................................ 16
4. Information on operating segments ................................................................................................................................. 16
5. Revenue and costs ................................................................................................................................................................... 16
Sales revenue and geographic structure ....................................................................................................................... 16
Other operating revenue ....................................................................................................................................................... 17
Remaining operating costs ................................................................................................................................................... 17
Financial revenue ..................................................................................................................................................................... 17
Financial costs ............................................................................................................................................................................ 17
Costs by type.............................................................................................................................................................................. 17
6. Changes in accounting estimates ...................................................................................................................................... 18
Write-downs on receivables ....................................................................................................................................................... 19
The use of write-down on receivables in the amount of PLN 1 169 thousand concerns the ended in Q1
process of liquidation of the Romanian subsidiary Forte Mobila. ......................................................................... 19
Write-downs on tangible fixed assets .................................................................................................................................... 19
Write-downs on inventory ........................................................................................................................................................... 20
7. Tangible fixed assets .............................................................................................................................................................. 20
8. Intangible assets....................................................................................................................................................................... 20
9. Fixed assets classified as held for sale ............................................................................................................................ 21
10. Revaluation reserve from financial instruments .......................................................................................................... 21
11. Dividend paid and proposed ................................................................................................................................................ 21
12. Earnings per share ................................................................................................................................................................... 21
13. Interest-bearing bank loans ................................................................................................................................................. 22
14. Financial instruments .............................................................................................................................................................. 24
15. Hedge accounting and other derivative financial instruments .............................................................................. 24
16. Related party transactions .................................................................................................................................................... 26
17. Transactions involving the Management Board, key managerial staff and members of their
immediate families................................................................................................................................................................... 27
19. Significant events post reporting period. ....................................................................................................................... 29
20. Off-balance sheet items ......................................................................................................................................................... 29
21. Management Board’s report on the activities of the Issuer’s Capital Group ................................................... 30
25.1.
Factors and events visibly affecting financial results.............................................................................. 31
25.2.
Issue, redemption and repurchase of securities ...................................................................................... 31
25.3.
Management Board’s position regarding the viability of meeting previously published
forecasts for a particular year ............................................................................................................................................... 31
22.1.
Information on shareholders having, directly or indirectly through subsidiaries, at least
5% of the total number of votes at the Issuer’s general meeting as of the date of submission of the
quarterly report........................................................................................................................................................................... 32
22.2 Key events in which the issuer participated in Q1 2016 and until the date of publication of the
Management Board’s Report and awards and honours ............................................................................................. 32
25.6 Listings of Fabryki Mebli “FORTE” S.A. .................................................................................................................. 32
22.1.
Summary of the number of Issuer’s shares or stock options held by the Issuer’s managers
and supervisors as at the date of the submission of the quarterly report . ...................................................... 33
22.1.
Indication of court proceedings, competent for arbitration or public administration body. .. 34
1
2016
22.2.
Information regarding conclusion by the Issuer or its subsidiary one or more transactions
with affiliated entities. .............................................................................................................................................................. 34
22.1.
Other information regarding credit or loan guarantees granted by the Issuer or by its
subsidiary- jointly to one entity or one subsidiary, provided that the total value of the existing
guarantees constitutes the equivalent of at least 10% of the Issuer's equity. ................................................ 34
22.1.
Other information which in the opinion of the Issuer are significant for the assessment of
his human resources situation, financial standing and financial result and changes to it as well as
information on factors which in the Issuer's opinion will affect performance of the Issuer and its
Capital Group during at least the following quarter. ................................................................................................... 34
22.1.
Indication of factors which in the opinion of the Issuer will impact the obtained results by
the Issuer and its Capital Group in the perspective of at least the following quarter. ................................. 34
22.1.
Events that occurred after the date of preparation of the financial statements that were
not included in these statements, but which may have a significant impact on the future financial
results of the Issuer. ................................................................................................................................................................. 34
26. Currency exchange rates ...................................................................................................................................................... 34
profit and loss account ................................................................................................................................................................. 38
statement of comprehensive income ...................................................................................................................................... 39
Statement of financial situation (balance sheet) ............................................................................................................... 40
cash flows Statement .................................................................................................................................................................... 41
statement of changes in equity................................................................................................................................................. 42
2
SELECTED FINANCIAL DATA
Data concerning the condensed
consolidated financial statement
Net revenue from sales of products,
trade goods and materials and
services
PLN
2016
EURO
3 months ended
31 March 2016
3 months ended
31 March 2015
3 months ended
31 March 2016
3 months ended
31 March 2015
300 145
255 770
68 905
61 648
Profit (loss) on operating activities
43 258
32 462
9 931
7 824
Profit (loss) before tax
42 509
31 595
9 759
7 615
Profit (loss) attributable to equity owners of
the parent company
34 165
25 092
7 843
6 048
Total comprehensive income for the period
37 257
38 572
8 553
9 297
Net cash flow from operating activities
53 367
35 199
12 252
8 484
Net cash flows from investing activities
(24 779)
(15 038)
(5 689)
(3 625)
512
2 383
118
574
28 770
22 229
6 605
5 358
23 901 084
23 751 084
23 901 084
23 751 084
1,43
0,33
0,25
As at 31 March
2016
1,06
Status as at:
31 December
2015
As at 31 March
2016
Status as at:
31 December 2015
Total assets
795 760
738 350
186 431
173 261
Total liabilities
280 045
259 892
65 609
60 986
40 912
41 095
9 585
9 643
239 133
218 797
56 024
51 343
512 055
474 796
119 964
111 415
23 901
23 901
5 600
5 609
21,42
19,87
5,02
4,66
Net cash flow from financial activities
Net increase (decrease) in cash and cash
(equivalents)
Number of shares (units)
Net profit per share (in PLN/EUR)
Long-term liabilities
Short-term liabilities trade/other liabilities
Total equity of shareholders of parent
company
Share capital
Book value per share (in PLN/EUR)
3
SELECTED FINANCIAL DATA
Data concerning the condensed consolidated financial
statement
Net revenue from sales of products, trade goods
and materials and services
PLN
2016
EURO
3 months
ended
3 months
31 March
ended
2016 31 March 2015
3 months
ended
3 months
31 March
ended
2016 31 March 2015
299 848
254 932
68 837
61 446
33 139
29 209
7 608
7 040
32 510
28 474
7 463
6 863
Profit (loss) for period
26 550
22 931
6 095
5 527
29 693
36 684
6 817
8 842
Net cash flow from operating activities
50 927
35 089
11 691
8 457
(29 062)
(14 787)
(6 672)
(3 564)
Net cash flow from financial activities
(2 092)
2 383
(480)
574
Net increase (decrease) in cash and cash (equivalents)
19 437
22 685
4 462
5 468
23 901 084
23 751 084
23 901 084
23 751 084
1,00
2,00
0,23
0,48
Number of shares (in units)
Declared or paid dividend per share (in PLN/EUR)
Net profit per share (in PLN/EUR)
1,11
0,97
0,25
0,23
Status as at
31 March
2016
Status as at
31 December
2015
Status as at
31 March
2016
Status as at
31 December
2015
Total assets
729 692
681 394
170 952
159 895
Total liabilities
261 969
243 364
61 374
57 108
16 041
20 563
3 758
4 825
Short-term liabilities Trade and other liabilities
245 928
222 801
57 616
52 282
Total equity
467 723
438 030
109 578
102 788
Share capital
23 901
23 901
5 600
5 609
19,57
18,33
4,58
4,30
Book value per share (in PLN/EUR)
Individual items from the financial statement have been calculated according to exchange rates specified in point 26 Additional
Information to the consolidated quarterly statement QSr 1/2016
4
2016
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the reporting period ended
31 March 2016
31 March 2016
298 393
253 950
Continued operations
Revenue from sales of goods, products and materials
Revenue from sales of services
1 752
1 820
Sales revenue
300 145
255 770
Cost of sales of sold goods,
products and materials
Cost of sales of sold services
Cost of sales
(177 863)
(160 877)
(1 734)
(179 597)
(872)
(161 749)
Gross profit (loss) from sales
120 548
94 021
Other operating revenue
Costs of sales
General administrative costs
Other operating costs
306
(64 326)
(12 091)
(1 179)
916
(51 543)
(8 577)
(2 355)
43 258
32 462
150
(962)
63
407
(1 644)
370
42 509
31 595
Income tax
(8 346)
(6 484)
Profit (loss) on continued operations of the period
34 163
25 111
-
-
34 163
25 111
34 165
(2)
25 092
19
- basic
1,43
1,06
- diluted
1,43
1,06
Financial revenue
Financial costs
Profit (loss) on derivative financial instruments
Discontinued operations
Profit (loss) on discontinued operations of the period
Profit (loss) of the period
Attributable to:
Shareholders of the Parent Company
Non-controlling shareholders
5
2016
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Other net comprehensive income, including:
Items which in the future will not be reclassified to the profit and loss
account
Items which in the future may be reclassified to the profit and loss
account
Foreign exchange differences on translation of foreign operations
Hedge accounting
31 March 2016
31 March 2016
34 163
25 111
3 094
13 461
-
-
(49)
(292)
266
-
Income tax on other comprehensive income
3 552
16 973
(675)
(3 220)
37 257
38 572
37 259
38 552
(2)
20
Attributable to:
Shareholders of the Parent Company
Non-controlling shareholders
6
2016
CONSOLIDATED STATEMENT OF FINANCIAL SITUATION (BALANCE SHEET)
31 March 2016
Status as at
31 December
2015
31 March 2015
366 847
278 161
16 533
493
71 660
347 977
259 403
16 409
505
71 660
290 413
225 263
16 610
472
48 068
Current assets
Inventory
Trade and other receivables
services, as well as other liabilities payroll
Income tax receivables
Deferred revenues and accruals
Financial assets
428 913
142 845
190 150
9 226
304
2 473
113
83 802
390 373
139 022
187 333
5 673
274
2 946
93
55 032
394 916
141 797
149 780
21 825
1
3 541
77 972
TOTAL ASSETS
795 760
738 350
685 329
515 715
478 458
459 856
512 055
474 796
456 142
23 901
113 214
662
7 472
17 654
1 556
195 044
23 901
113 214
711
4 595
17 654
1 290
195 044
23 751
111 646
347
17 678
1 290
167 812
Retained earnings
Capital attributable to non-controlling shareholders
152 552
3 660
118 387
3 662
133 618
3 714
Interest-bearing loans and borrowings
Deferred income tax provision
Provision for benefits after the employment period
Deferred revenues and accruals
Financial liabilities due to lease
40 912
30 456
5 979
3 443
31
1 003
41 095
29 325
7 062
3 440
37
1 231
106 447
86 701
14 105
3 320
55
2 266
239 133
78 596
104 592
6 517
48 527
901
218 797
74 053
105 109
3 777
34 859
999
119 026
54 112
10 339
5 174
48 097
1 304
280 045
259 892
225 473
795 760
738 350
685 329
ASSETS
Non-current assets
Tangible fixed assets
Intangible assets
Financial assets
Deferred income tax assets
Investment properties
Prepayments and accruals
LIABILITIES
Total equity
Equity (attributable to shareholders of the Parent
Company), including:
Basic equity
Surplus of share sale above their nominal value
Exchange differences on translation of foreign operations
Revaluation reserve from hedging instruments
Other capital from revaluation
Incentive Scheme
Other reserve capital
Short-term liabilities
financial instruments financial
Liabilities due to financial derivative instruments
Current portion of interest-bearing loans and borrowings
Income tax liabilities
Provisions, deferred revenues and accruals
TOTAL LIABILITIES
7
2016
CONSOLIDATED CASH FLOW STATEMENT
31 March
31 December
31 March 2015
2016
2015
Cash flows from operating activities
Adjustments by:
(Profit)/loss of non-controlling shareholders
Depreciation
Foreign exchange (gains)/losses
Net interest and dividends
(Profit)/loss on investment activities
Change in the valuation of derivative financial instruments
Change in receivables
Change in inventories
Change in liabilities, excluding loans and borrowings
Change in accruals and deferrals
Change in provisions
Income tax paid
Current tax recognised in the profit and loss account
Foreign exchange differences
Provision for retirement benefits
Valuation of the Incentive Scheme
Other adjustments
Net cash flows from operating activities
34 165
84 405
25 092
19 202
(2)
5 562
(112)
239
(35)
(675)
(2 817)
(3 823)
4 897
14 135
(1 080)
(8 129)
10 839
(16)
266
(47)
53 367
(6 241)
(32)
19 688
1 091
693
(92)
(151)
(43 294)
9 991
12 994
7 049
(5 408)
(29 122)
19 956
105
307
(16)
78 164
10 107
20
4 650
(2 447)
296
1 144
(3 220)
(5 741)
7 216
(5 627)
19 664
1 676
(16 034)
8 539
(29)
35 199
102
(24 870)
(1)
4
(15 042)
(15 038)
Cash flows from investment activities
Sale of tangible fixed assets and intangible assets
Purchase of tangible fixed assets and intangible assets
Real property investments
Purchase of financial assets
Dividends received
Interest received
Repayment of borrowings granted
Borrowings granted
(10)
(24 779)
1 296
(68 475)
(97)
(5)
363
(52)
(66 970)
Cash flows from financing activities
Inflows from loans and borrowings taken out
Repayment of loans and borrowings
Repayment of leasing liabilities
Dividends paid to shareholders of the Parent Company
Dividends paid to non-controlling shareholders
Interest paid
Other financial inflows
Net cash flows from financial activities
2 731
(1 595)
(326)
(296)
(2)
512
53 409
(16 639)
(1 718)
(47 502)
(1 163)
1 718
(11 895)
4 310
(1 368)
(294)
(265)
29 100
(701)
22 544
(330)
10
(315)
55 032
83 802
55 743
55 032
-
55 743
77 972
-
Net increase (decrease) in cash and cash
(equivalents)
Net foreign exchange differences (from the opening balance
translation)
Opening balance of cash
Closing balance of cash, including:
of limited disposability
8
2 383
2016
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the 3 months ended on 31 March 2016
Attributable to the shareholders of the Parent Company
Surplus of
share sale
above their
nominal value
Equity
primary
Foreign
exchange
differences
with calculation
of foreign entity.
Equity
primary
Surplus of
share sale
above their
nominal
value
Foreign exchange
differences
with calculation
of foreign entity.
Total equity
Share of noncontrolling
shareholders
Equity
Foreign
exchange
differences
with
calculation of
foreign entity.
Surplus of share
sale above their
nominal value
primary
23 901
113 214
711
17 654
1 290
118 387
4 595
195 044
474 796
3 662
478 458
Changes in Accounting Principles
(Policy)
-
-
-
-
-
-
-
-
-
-
-
Error adjustments
-
-
-
-
-
-
-
-
-
-
-
23 901
113 214
711
17 654
1 290
118 387
4 595
195 044
474 796
3 662
478 458
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Incentive Scheme
Provisions for employee benefits
Current result
Hedge accounting
-
-
(49)
-
266
-
34 165
-
2 877
-
-
266
34 165
2 877
(49)
(2)
-
266
34 163
2 877
(49)
Comprehensive income for the
period
-
-
(49)
-
266
34 165
2 877
-
37 259
(2)
37 257
23 901
113 214
662
17 654
1 556
152 552
7 472
195 044
512 055
3 660
515 715
As at 01 January 2016
As at 01 January 2016 after
adjustments
Reclassification to reserve capital
Revaluation of property
Inclusion of an entity to
consolidation
As at 31 March 2016
9
2016
for the period ended 31 March 2015
Surplus of
share sale
above their
nominal value
Equity
primary
(Policy)
Error adjustments
adjustments
consolidation
Incentive Scheme
Current result
Hedge accounting
Minority result
period
As at 31 March 2015
10
Foreign
exchange
differences
with calculation
of foreign entity.
Surplus of
share sale
above their
nominal
value
Equity
primary
Foreign exchange
differences
with calculation of
foreign entity.
Total equity
shareholders
Equity
Foreign
exchange
differences
with
calculation of
foreign entity.
Surplus of share
sale above their
nominal value
primary
23 751
111 646
640
1 290
108 526
3 925
167 812
417 590
3 694
421 284
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23 751
111 646
640
1 290
108 526
3 925
167 812
417 590
3 694
421 284
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(293)
-
25 092
-
13 753
-
-
25 092
13 753
(293)
19
1
25 111
13 753
(292)
-
-
(293)
-
25 092
13 753
-
38 552
20
38 572
23 751
111 646
347
1 290
133 618
17 678
167 812
456 142
3 714
459 856
2016
for the year ended 31 December 2015
Surplus of
share sale
above their
nominal value
Equity
primary
(Policy)
Error adjustments
adjustments
Increase of capital due to realization
of Incentive Scheme
Payment of dividend for 2014
Revaluation of property
consolidation
Current result
Hedge accounting
period
As at 31 December 2015
11
Foreign
Reserve
exchange
capital from
differences
revaluation
with calculation
update
of foreign entity.
Retained
earnings
Incentive
Scheme
Revaluation reserve
from hedging
instruments
(losses)
retained
Other
reserve
capital
shareholders
Total
Total equity
23 751
111 646
640
-
1 290
108 526
3 925
167 812
417 590
3 694
421 284
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23 751
111 646
640
-
1 290
108 526
3 925
167 812
417 590
3 694
421 284
150
1 568
-
-
-
-
-
-
1 718
-
1 718
-
-
-
17 654
-
(47 502)
(27 232)
-
-
27 232
-
(47 502)
17 654
-
(47 502)
17 654
-
-
-
-
-
(2)
-
-
(2)
-
(2)
-
-
71
-
-
192
84 405
-
670
-
-
192
84 405
670
71
(32)
-
192
84 373
670
71
-
-
71
-
-
84 597
670
-
85 338
(32)
85 306
23 901
113 214
711
17 654
1 290
118 387
4 595
195 044
474 796
3 662
478 458
1.
2016
General information
Fabryki Mebli “FORTE” Capital Group The Fabryki Mebli FORTE Capital Group (the “Group”) consists of Fabryki Mebli FORTE
S.A. and its subsidiaries (see Note 2). The Group's condensed interim consolidated financial statements covers the period of
9 months ended 31 March 2015, and contains the following comparative data: for the condensed interim consolidated profit
and loss account, the condensed interim consolidated statement of comprehensive income and for the condensed interim
consolidated cash flow statement – for the period of 9 and 3 months ended 31 March 2014, and for the condensed interim
consolidated statement of financial situation and for the condensed interim consolidated statement of changes in equity –
for the period of 9 and 3 months ended 31 March 2014 and for the year ended 31 December 2015.
FABRYKI MEBLI „FORTE” S.A. (“Parent Company”, “Company”) was established in Notarial Deed of 25 November 1993. The
Apparent Company’s seat is located in Ostrów Mazowiecka, ul. Biała 1.
The Parent Company is entered into the register of entrepreneurs of the National Court Register maintained by the District
Court for the Capital City of Warsaw, 14th Commercial Division of the National Court Register (former 21st Commercial
Division), under KRS number 21840.
The Parent Company was awarded the statistical number REGON: 550398784
The duration of the Parent Company and entities included in the Capital Group is unlimited.
Main activities of the Parent Company include:

production of furniture,

conducting trade activities domestically and abroad.

provision of services in the scope of marketing, promotion, organisation, exhibitions, conferences.
2.
Composition of the Group
As at 31 March 2016, the Fabryki Mebli “FORTE” S.A. Capital Group is composed of:
Parent Entity:
Fabryki Mebli “FORTE” S.A. as the parent company conducts its business through four domestic Branches:

Ostrów Mazowiecka ul. Biała 1 – HQ – the head office of the Company together with the Management Board
and the manufacturing plant;

Suwałki ul. Północna 30 – manufacturing plant;

Białystok ul. Generała Andersa 11 – manufacturing plant;

Hajnówka ul. 3-go Maja 51 – manufacturing plant.
and furniture showrooms in Wrocław, Toruń, Przemyśl, Białystok and Warsaw.
The Parent Company forms the Capital Group together with other entities. As at 31 March 2016, the Fabryki Mebli “FORTE”
S.A. Capital Group was composed of:

consolidated subsidiaries:
Percentage share of the Group
in capital
Subsidiaries (full
consolidation method):
Registered office
MV Forte GmbH
Erkelenz (Germany)
Dealership
100%
100%
Forte Möbel AG
Baar (Switzerland)
Dealership
99%
99%
Kwadrat Sp. z o.o.
Bydgoszcz
Real estate service and lease
81%
77,01%
*Galeria Kwadrat
Sp. z o.o.
Bydgoszcz
Facilities Management
81%
77,01%
TM Handel Sp. z o.o. SKA
Ostrów Mazowiecka
Purchase, sale and
management of real estate,
advisory services regarding
conducting business activity
and management
100%
100%
12
Scope of activities
31/03/2016
31/03/2016
**Fort Investment
Sp. z o.o.
Ostrów Mazowiecka
TANNE Sp. z o.o.
Warszawa
DYSTRI-FORTE Sp. z o.o
Warszawa
ANTWERP Sp. z o.o.
S.K.A.
Wrocław
TERCEIRA Sp. z o.o.***
Warszawa
2016
Purchase, sale and
management of real estate,
advisory services regarding
and management
100%
Production
100%
-
100%
-
Warehousing and storage of
gods
Lease of intellectual property,
property management
Activity of central companies
and holdings, rental and
property management
100%
-
100%
100%
-
* indirectly related company – 100% subsidiary of Kwadrat Sp. z o.o.
** indirectly related company – 100% subsidiary of TM Handel Sp. z o.o.
*** indirectly related company – 100% subsidiary of ANTWERP Sp. z o.o.

remaining subsidiaries excluded from consolidation on the basis of a significant impact of their financial data on the
consolidated statements.
Other entities
Registered office
Scope of activities
Percentage share of the Group
in the capital
31/03/2016
Forte Baldai UAB
Vilnius (Lithuania)
Dealership
100%
Forte SK s.r.o.
Bratislava (Slovakia)
Dealership
100%
Forte Furniture Ltd.
Preston, Lancashire
(United Kingdom)
Dealership
100%
Forte Iberia SLU
Valencia (Spain)
Dealership
100%
Forte Mobilier SARL
Lyon (France)
Dealership
100%
TM Handel Sp. z o.o.
Warszawa
Advisory services regarding
and management
100%
ANTWERP Sp. z o.o.
Warszawa
Activity of central companies
and holdings
100%
Forestivo Sp. z o.o.
Suwałki
Service activity related to
forestry, production of sawmill
goods
50%
As at 31 March 2016 and as at 31 December 2015, the percentage of voting rights held by the Parent Company in the
subsidiaries corresponded to the percentage held in the share capital of those entities.
Changes made to the composition of the Group during the reporting period
On 22 January 2016, a resolution of the Extraordinary Meeting of Shareholders was adopted concerning an increase of
share capital of Kwadrat Sp. z o.o. from the amount of 4 763 000 PLN to the amount of 5 763 000 PLN, through creating
1000 new shares with a nominal value of 1 000 PLN each, in exchange for a cash contribution in the amount of 1 000 000
PLN.
100% of newly issued shares were acquired by Fabryki Mebli „FORTE” S.A. Registration of the share capital increase took
place on 17 March 2016.
On 5 February 2016, the Management Board of the Parent Company became aware that the bankruptcy proceedings of
subsidiary FORTE MOBILA S.R.L. with its registered office in Bacau (Romania), were completed on 5 February 2016.
On 5 February 2016, a resolution of the Extraordinary Meeting of Shareholders was adopted concerning an increase of
share capital of DYSTRI-FORTE Sp. z o.o. from the amount of 5 000 PLN to the amount of 55 000 PLN through creating 100
new shares with a nominal value of 500 PLN each, in exchange for a cash contribution in the amount of 3 995 000 PLN.
100% of newly issued shares were acquired by Fabryki Mebli „FORTE” S.A. Registration of the share capital increase took
place
on
13
2016
17 March 2016. Excess of the value of cash contribution above the nominal value of acquired shares was allocated to
supplementary capital of the Company. 100% of shares in the increased share capital of DYSTRI-FORTE Sp. z o.o. were
acquired by Fabryki Mebli „FORTE” S.A. Registration of the share capital increase took place on 29 February 2016.
On 5 February 2016, a resolution of the Extraordinary Meeting of Shareholders was adopted concerning an increase of
share capital of TANNE Sp. z o.o. from the amount of 5 000 PLN to the amount of 55 000 PLN through creating 100 new
shares with a nominal value of 500 PLN each, in exchange for a cash contribution in the amount of 3 495 000 PLN. 100% of
newly issued shares were acquired by Fabryki Mebli „FORTE” S.A. Registration of the share capital increase took place on
17 March 2016. Excess of the value of cash contribution above the nominal value of acquired shares was allocated to
supplementary capital of the Company. 100% of shares in the increased share capital of TANNE Sp. z o.o. were acquired by
Fabryki Mebli „FORTE” S.A. Registration of the share capital increase took place on 4 March 2016.
On 15 February 2016, the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court
Register registered an increase of share capital TERCEIRA Sp. z o.o. from 5 000 PLN to 55 000 PLN. 100% of shares in the
increased share capital of TERCEIRA Sp. z o.o were acquired by ANTWERP Sp. z o.o. -XXXIV-S.K.A in exchange for a cash
contribution in the amount of 207 600 000 PLN. Excess of the value of cash contribution above the nominal value of
acquired shares was allocated to supplementary capital of the company.
On 15 March 2016, the Parent Company together with AM&HP Sp. z o.o. established a subsidiary under the name of
FORESTIVO Sp. z o.o. with registered office in Suwałki, whose main purpose is to provide raw material for the production of
chipboards.
3.
Composition of the Management Board of the Parent Company
Composition of the Management Board of the Parent Company as at 31 March 2016:

Maciej Formanowicz – President of the Management Board

Mariusz Jacek Gazda – Member of the Management Board

Gert Coopmann – Member of the Management Board,

Klaus Dieter Dahlem – Member of the Management Board.

Maria Małgorzata Florczuk – Member of the Management Board
1.
Basis for preparation of the consolidated financial statements
These condensed consolidated financial statements have been prepared in accordance with the International Accounting
Standard (“IAS”) 34 and International Financial Reporting Standards (“IFRS”) endorsed by the EU.
These condensed consolidated financial statements have been prepared on a historical cost basis, except for derivative
financial instruments, which have been measured at fair value.
These condensed consolidated financial statements are presented in the Polish zlotys (“PLN”) and all figures, unless
otherwise stated, are expressed in PLN thousand (“PLN ‘000”).
These consolidated financial statements were drawn up with the assumption of the Company continuing as a going concern
in the foreseeable future. As at the date of approval of these financial statements, the Company’s Management Board is not
aware of any facts or circumstances that would indicate a threat to the continuing activity of the Group for at least 12
months following the balance sheet period as a result of any intended or compulsory withdrawal or significant limitation in
the activities of the Group.
Hence, they do not include information and disclosures required in full financial statements and should be read together
with the annual consolidated financial statements for the financial year ended 31 December 2015.
2.
Changes in accounting principles / principles of presenting data in financial statements and error
correction
During preparation of condensed consolidated interim financial report and condensed separate interim financial report, the
same general principles were applied as in the case of preparation of annual consolidated financial report for the period that
ended on 31 December 2015, which was published on 17 March 2016, with the exception of using the following changes to
standards and new interpretations applicable to annual periods beginning on or after 1 January 2016:
14
2016
Amendments to IFRS (2012-2014) – changes within the procedure of introducing annual amendments to IFRS – applicable
to reporting periods beginning on or after 1 January 2016;

Changes to IFRS 11 „Joint contractual arrangements” – recognition of shares in the joint operations - applicable
to reporting periods beginning on or after 1 January 2016;

Changes to IAS 1 „Initiative in the scope of disclosure of information” applicable to reporting periods beginning on
or after 1 January 2016;

Changes to IAS 16 „Tangible fixed assets”- applicable to reporting periods beginning on or after 1 January 2016;

Changes to IAS 16 „Tangible fixed assets” and IAS 38 „Intangible assets”- explanations concerning depreciation
methods that are allowed to be used - applicable to reporting periods beginning on or after 1 January 2016;

Changes to IAS 27 „Equity method in separate financial statement” applicable to reporting periods beginning on
or after 1 January 2016.
Adoption of the above-mentioned regulations did not result in significant changes in the accounting policy of the group, nor
in the presentation of data in financial reports.
Standards and interpretations adopted by the International Accounting Standards Board, which as of 31 March 2016 have
not been approved for use by the European Commission (EC) and therefore they haven’t been used in this report:

IFRS 9 „Financial instruments” – applicable to reporting periods beginning on or after 1 January 2018;

IFRS 14 „Activity covered by the price regulation; balances of deferred items” – applicable to reporting periods
beginning on or after 1 January 2016 (European Commission decided to postpone adoption of the standard until
the completion of works on its overall shape);
IFRS 15 „Revenue from agreements with counterparties” - applicable to reporting periods beginning on or after
1 January 2018;
IFRS 16 „Leasing” – applicable to reporting periods beginning on or after 1 January 2019;
Changes to IFRS 10, IFRS 12 and IAS 28 „Investment units: Application of the exception from consolidation” applicable to reporting periods beginning on or after 1 January 2016;
Changes to IFRS 10 and IAS 28 „Transactions of sale or contribution of assets between the investor and its
affiliate or joint venture” – date of application has been postponed for an indefinite period;
Changes to IAS 12 „Income tax: Recognition of deferred income tax assets for unrealised losses” - applicable to
reporting periods beginning on or after 1 January 2017;
Changes to IAS 7 „Cash flow statement: Disclosures” – applicable to reporting periods beginning on or after
1 January 2017;
Explanations to IFRS 15 „Revenue from agreements with counterparties” - applicable to reporting periods
beginning on or after 1 January 2018.







According to Group’s estimates, the above-mentioned standards and changes to standards would not have a significant
impact on the financial report, if they would be applied by the Group at the end of the reporting period.
There was no error correction, both in the current reporting period and in the comparative period.
3.
Foreign currency translation
Transactions expressed in foreign currencies are converted to PLN at the exchange rate applicable as at the date of the
transaction.
Monetary assets and liabilities denominated in foreign currencies are converted to PLN at the average exchange rate of the
National Bank of Poland applicable as at the reporting date. The resulting exchange rate differences are recognised under
financial revenue/costs or, in cases provided for in the accounting principles (policy), capitalised at the value of assets. Nonmonetary assets and liabilities denominated in foreign currencies and recorded at their historical cost as at the date of the
transaction. Non-monetary assets and liabilities measured at fair value are converted at the average exchange rate
applicable as at the date of the measurement at fair value.
Financial statements of foreign entities are translated to the Polish currency in the following manner:
individual balance sheet items at average rate, determined by the National Bank of Poland as at the balance sheet date;

Möbelvertrieb Forte GmbH – EUR – 4.2684

Forte Möbel AG – CHF – 3.9040
15
2016
- individual items of the profit and loss account at the exchange rate constituting the arithmetic mean of average exchange
rates determined by the National Bank of Poland as of the date ending each month.

Möbelvertrieb Forte GmbH – EUR – 4.3559

Forte Möbel AG – CHF – 3.9637
The exchange differences arising from the translation the presentation currency are taken directly to equity and recognised
as a separate item. On disposal of a foreign operation, the cumulative amount of the deferred exchange differences
recognised in equity and relating to that particular foreign operation shall be recognised in the profit and loss account.
Seasonality of operations
Seasonality can be observed in the Group's sales revenue.
The value of sales revenue achieved in the presented reporting periods is presented below:
Q1 2016
Revenues from sales of
products, materials,
goods and services
300 145
Q1 2015
255 770
26,80%
2015
954 275
100,00%
4.
Sales revenue – % of
share
-
Information on operating segments
The Parent Company does not identify operating segments within the meaning of IFRS 8.
5.
Revenue and costs
Sales revenue and geographic structure
Sales revenue
- products
- goods
- materials
Total net revenue from sales
Geographic structure:
- domestic
- export
Total net revenue from sales
- including from related entities
31/03/2016
31/03/2016
293 082
1 958
3 353
250 408
2 152
1 390
1 752
1 820
300 145
255 770
37 943
262 202
36 363
219 407
300 145
255 770
1 263
1 995
Information on key customers
The biggest customer for the products of the Forte Group is Roller GmbH with its seat in Germany and Steinhoff
International with its seat in France. Shas of sales with Roller GmbH and Steinhoff Group exceeded 10% of sales revenues
of Forte Group. There are no formal relations between the recipients and the Group.
16
2016
Reversal of impairment write-downs
31/03/2016
31/03/2016
Loss on disposal of property, plant and equipment
Subsidies
Donations and compensations
Other
28
35
6
117
120
6
684
226
Total other operating revenue
306
916
Remaining operating costs
Liquidation and impairment write-downs on property, plant and equipment
Loss on disposal of property, plant and equipment
Scrapping of inventory
Donations
Penalties and compensations
Other
Total other operating costs
31/03/2016
31/03/2016
975
55
12
137
1 100
44
572
36
548
55
1 179
2 355
Financial revenue
Financial revenue
31/03/2016
31/03/2016
Dividends
Surplus of FX gains over FX losses
Interest
Other
123
27
407
-
Financial revenue, total
150
407
Financial costs
Financial costs
Interest on loans and leasing
Commission on loans
Surplus of FX losses over FX gains
31/03/2016
31/03/2016
Other
345
588
29
264
8
1 371
1
Financial costs, total
962
1 644
Costs by type
Costs by type
Amortisation
Consumption of materials and energy
External services
Taxes and fees
Payroll
Social insurance and other benefits
17
31/03/2016
31/03/2016
5 562
139 932
51 232
2 163
38 589
4 650
115 021
45 468
1 986
32 129
11 443
7 715
Other costs by type
Change in product inventory and accruals
2016
8 239
2 314
257 160
209 283
(3 722)
9 859
Manufacturing cost of products for internal purposes
Costs of sales
General administrative expenses
Manufacturing cost of sold products and services
Value of goods and materials sold
(1 580)
(64 326)
(12 091)
(306)
(51 543)
(8 577)
175 441
4 156
158 716
3 033
Cost of sales
179 597
161 749
Information on key suppliers
The strategic supplier of raw materials for Forte Group is PFLEIDERER Group the share of which in the turnover exceeded
10% of revenue from sale of the Group.
There are no formal ties between the customer and the Issuer.
6.
Changes in accounting estimates
As at 31 March 2016, the Group made the following changes in accounting estimates in comparison to 31 December 2015
and 31 March 2015:
Reserves
Status as at
31.03.2016
31.12.2015
31.03.2015
-
-
-
Deferred tax provision
5 979
7 062
14 105
Benefits after the employment period
3 443
3 440
3 320
Deferred tax assets
Reserves and accrued charges
Deferrals
Property and motor insurance
Perpetual usufruct
Fairs
Research and development
Business trips
Other
Deferrals in total
Long-term accruals
Long-term accrued income due to:
Subsidy to tangible fixed assets bought
Short-term accruals
Accruals due to:
18
31.03.2016
Status as at
31.12.2015
31.03.2015
577
743
599
99
455
837
576
1 217
316
483
811
134
1 332
781
2 473
2 946
3 541
31.03.2016
Status as at
31.12.2015
31.03.2015
31
31.03.2016
37
31.12.2015
55
31.03.2015
Commissions
Bonuses for customers
Bonuses
Salaries
Leaves
Balance sheet audit costs
External services
Other costs
2016
3 277
18 041
3 642
4 138
146
17 199
88
2 380
18 552
5 102
2 051
158
4 369
251
3
13
2
11
2
230
502
583
357
570
14
12 952
137
122
122
167
1 850
1 850
1 571
24
48 527
24
34 859
24
48 097
Short-term provisions:
Short-term provision for benefits after the employment period
Guarantee repairs
Accrued income due to:
Subsidy to tangible fixed assets bought
The amount of PLN 18 041 thousand is a provision created by the Group for future bonuses due on account of the realized
sales. The bonuses will be paid by setting them off against payments occurring after the balance sheet date.
The amount of PLN 17 199 thousand is a provision created by the Group for the costs of external services, in particular:
transportation, marketing, insurance of receivables and utilisation services.
The amount PLN 3 642 thousand is a provision for annual premium for the Management Board.
Significant increase of reserves balance in total in comparison to the previous year is due to the accelerated accounting
process of closing the reporting periods and preparation of management reports during the year.
Changing write-downs on assets
31.03.2016
Write-downs on short-term receivables
Write-downs on tangible fixed assets
Write-downs on inventory
31.12.2015
1 374
3
2 976
2 694
3
2 733
31.03.2015
2 913
1 103
2 739
Write-downs on receivables
Write-downs on receivables
Write-down as at 1 January
Exchange differences
31.03.2016
Release
Impairment at the end of the period
31.03.2015
2 694
3 196
3 196
(2)
19
18
-
155
3
1 298
(449)
-
20
(227)
(304)
1 374
2 694
2 913
Creation
Utilisation
31.12.2015
The use of write-down on receivables in the amount of PLN 1 169 thousand concerns the ended in Q1 process of liquidation
of the Romanian subsidiary Forte Mobila.
31.03.2016
31.12.2015
31.03.2015
3
3
3
Creation
-
1 100
1 100
Release
-
(1 100)
-
3
3
1 103
19
2016
Write-downs on inventory
Inventories revaluation write-downs
31.03.2016
31.12.2015
31.03.2015
2 733
3 034
3 034
Increase
243
-
-
Decrease
-
(301)
295
2 976
2 733
7.
2
739
The balance sheet value of machinery and equipment used as at 31 March 2016 by the Group on the basis of financial lease
agreements and lease agreements with the option to buy is PLN 2,743 thousand, of which PLN 691 thousand relates to the
lease of machinery and equipment, PLN 1,967 thousand to the lease of means of transport and PLN 85 thousand to the
lease of other tangible fixed assets (as at 31 December 2015: PLN 3,194 thousand, as at 31 March 2015: PLN 4,614
thousand).
Assets pledged as security
Land and buildings with the balance sheet value of PLN 92,547 thousand (As at 31 December 2015: PLN 79,215 thousand,
as at 31 March 2015: PLN 74,398 thousand) are covered by mortgages established to secure bank loans.
Additionally, machinery and equipment with the balance sheet value of PLN 45,750 thousand are subject to registered
pledge (as at 31 December 2015: PLN 46,749 thousand, as at 31 March 2015: PLN 32,568 thousand).
Capitalised external financing costs in the reporting period ended 31 March 2016 did not occur (As at 31 December 2015:did
not occur, as at 31 March 2015-PLN 22 thousand)
Capital commitments
As at 31 March 2016, the Group's capital commitments are PLN 1,230 thousand (As at 31 December 2015: PLN 1,584
thousand, as at 31 March 2015: PLN 364 thousand). This amount primarily concerns expenditures on tangible fixed assets
under construction and the purchase of machinery and equipment.
Purchase and sale
In the 3-month period ended 31 March 2016, the Group purchased tangible fixed assets with a value of PLN 24,222
thousand (in the comparative period ended 31 March 2015: PLN 13,760 thousand) and sold tangible fixed assets with a net
value of PLN 102 thousand). (in the comparative period ended 31 March 2015: PLN 4 thousand).
The most significant investment of Q1 of 2016 is: expenditure incurred for elaboration of engineering documentation
concerning purchase of technological lines for the factory of chip board and purchase of production line for bonding boards
for the plant in Ostrów Mazowiecka.
8.
Intangible assets
Expenditure on research and development
In the reporting period ended 31 March 2016, the Group made expenditure on research and development recognised in the
profit and loss account in the amount of PLN 783 thousand (in the comparative period ended 31 December 2015: PLN
1,418 thousand, as at 31 March 2015: PLN138 thousand).
Non-material values increased on account of completed development works by the amount 294 thousand PLN. (in the
comparative period ended 31 December 2015 by the amount: PLN 331 thousand, whilst in the reporting period ended on 31
March 2015: PLN 178 thousand).
20
2016
Purchase and sale
In the 3-month period ended 31 March 2016, the Group purchased non-materials assets with a value of PLN 294 thousand
(in the comparative period ended 31 December 2015: PLN 533 thousand, as at 31 March 2015: PLN 230 thousand).
Description of securities established on intangible assets
No securities are established on the intangible assets of the Group.
Intangible assets with indefinite useful life
The only intangible asset with indefinite useful life is a trademark.
The Group was unable to define the period of trademark useful life, since there are no possible to predict time limits in
which the Group envisages obtaining economic benefits from the sale under the trademark of FORTE.
9.
Fixed assets classified as held for sale
As at 31 March 2016, the Group did not have non-current assets classified as held for sale.
10.
Revaluation reserve from financial instruments
Reserve capital from valuation of financial instruments.
31.03.2016
Status as at
31.12.2015
31.03.2015
Opening balance of accumulated result on financial instruments hedging
cash flows
4 595
3 925
3 925
Amount recognised in equity in the reporting period due to hedging
transactions
3 633
5 088
17 429
- ineffectiveness of the transactions concluded
(63)
(2 255)
(370)
- conclusion of transactions subject to hedging
(17)
(2 012)
(86)
(675)
(151)
(3 220)
7 473
4 595
17 7
8
Amount recognised in profit and loss account due to: -
- discontinuance of hedge accounting
Deferred income tax
Closing balance of accumulated result on financial instruments hedging
cash flows
11.
Dividend paid and proposed
On 19 April 2016 the Management Board of the Parent company announced the content of draft resolutions for the
Ordinary Meeting of Shareholders (current report no. 12/2016) recommending the allocation of PLN 77,936 thousand of net
profit for the year 2015 on the payment of dividend in the amount of PLN 23,901 thousand and on the reserve capital in
the amount PLN 54,035 thousand.
The proposal of the Management Board concerning the payment of dividend was positively opinionated by the Supervisory
Board. In case of approving the resolutions by OGM the dividend will be paid on 13 June 2016 and will amount to PLN 1 per
1 share.
12.
Earnings per share
The following reflects the income and share data used in the basic and diluted earnings per share computations:
3 months ended
31.03.2016
Net income (loss) from continued operations
Loss from discontinued operations
Net income (loss)
Net profit (loss) attributed to normal shareholders, applied to
calculate diluted earnings per share
21
31.03.2015
34 163
34 163
25 111
25 111
34 163
25 111
3 months ended
31.03.2016
Weighted average number of issued ordinary shares, applied to
calculate basic earnings per share
Impact of dilution:
Bonds convertible into shares
Adjusted weighted average number of ordinary shares used for
calculating diluted earnings per share
2016
31.03.2015
23 901 084
23 751 084
-
-
23 901 084
23 751 084
In the period between the balance sheet date and the date of compiling these financial statements, no other transactions
on ordinary shares or potential ordinary shares occurred.
13.
Interest-bearing bank loans
Breakdown of loans due to currency type (translated into PLN, in PLN `000)
Short-term
Nominal interest
rate %
mBank S.A. – investment loan
in the amount of 2,400 thousand EUR-short1 M EURIBOR
term portion
depending on the
mBank S.A. – working capital loan
currency used 1M
in the amount of 1,000 thousand EUR-short- WIBOR or 1M
term portion
EURIBOR or 1M LIBOR
PKO BP S.A. – investment loan
in the amount of 3,500 thousand EUR-shortterm portion
PKO BP S.A.– working capital loan
in the amount of 55 000 thousand PLN. short-term portion
ING Bank Śląski S.A. – working capital loan
in the amount of 45 000 thousand PLNshort-term portion
1 M EURIBOR
depending on the
currency used 1M
WIBOR or 1M
EURIBOR
depending on the
currency used 1M
WIBOR or 1M
EURIBOR or 1M LIBOR
ING Bank Śląski S.A. – investment loan
in the amount of 2 250 thousand EUR-short- 3 M EURIBOR
term portion
Payment term
31/03/201
6
31/12/2015
by 31.12.2018
2 561
2 557
by 15.12.2016
4 904
5 065
by 22.12.2018
3 145
3 140
by 19.12.2016
51 221
51 138
by 31.10.2016
41 184
41 635
1 577
1 574
104 592
105 109
31/03/201
6
31/12/2015
5 404
6 180
4 282
4 914
by 30.03.2018
Total short-term liabilities
Long-term
PKO BP S.A. – investment loan
in the amount of 3 500 thousand EUR-longterm portion
mBank S.A. – investment loan
22
Nominal interest
rate %
1 M EURIBOR
1 M EURIBOR
Payment term
by 22.12.2018
by 31.12.2018
3 M EURIBOR
by 31.12.2021
18 142
15 608
3 M EURIBOR
by 30.03.2018
2 628
2 623
30 456
29 325
Total long-term liabilities
Loan security as on
31 March 2016
PKO BP S.A. –investment loan in the
amount of 3 500 thousand EUR.
1.
2.
3.
mBank S.A. – investment loan in the
amount of 2 400 thousand EUR.
1.
2.
PKO BP S.A. – investment loan in the
amount of 55 000 thousand PLN
2016
Registered pledge on purchased movable asset of value not exceeding
EUR 5,130 thousand
Cession of rights from insurance policy
Blanc promissory note issued by Borrower including promissory note
declaration
Registered pledge on purchased machines and equipment up to the
maximum amount of security of EUR 3,600 thousand
Cession of rights from insurance policy
mBank S.A. – working capital loan in the
about of 1 000 thousand EUR.
1. Registered pledge on reserves in the plant in Hajnówka of value not
exceeding PLN 26,000 thousand with cession of rights from insurance
agreement
2. Joint capped mortgage of PLN 55,000 thousand for property located in
Hajnówka and Ostrów Mazowiecka with cession of tights to the
insurance agreement
Blanc promissory note issued by Borrower including promissory note
declaration
1. Registered pledge on purchased movable asset of value not exceeding
PLN
54,000
thousand
in
Suwałki
and Ostrów Mazowiecka with cession of rights from insurance
agreement
2. Capped mortgage of total amount of PLN 54,000 thousand established
on the right of perpetual usufruct to land and on property right to
buildings in the plant in Suwałki with cession of rights from insurance
agreement
1. Blanc promissory note issued by Borrower including promissory note
declaration
ING Bank Śląski S.A. –investment loan in
the amount of 7 250 thousand EUR
1. Joint mortgage up to total amount of EUR 6,000 thousand on property
right to land and premises at ul. Gen. W. Andersa in Białystok.
ING Bank Śląski S.A. –working capital loan
in the about of 45 000 thousand PLN
2. Registered pledge on equipment of high storage storehouse in Ostrów
Mazowiecka
In case of nominal percentage rate additional bank margin must be considered which is within the following range:
0,80% - 1,00% for loans granted in EUR and USD.
Division of loans according to currency types (translated into PLN, in PLN `000)
Currency
State as at
31.03.2016
PLN
31.12.2015
-
23
-
2016
EUR
118 839
117 667
USD
16 209
16 767
135 048
134 434
On 27 January, the Parent Company received a notification from the District Court in Białystok, IX Land Registry about
making an entry to the benefit of ING Bank Śląski S.A. on 22 January 2016 in regard to joint mortgage up to the amount of
6 000 000 EUR on real estate of the Parent Company, which constitutes non-residential premises in Białystok, ul. Gen.
Władysława Andersa 11 (no. 1 and no. 2), for which the District Court in Białystok, IX Land Registry Division keeps land
registries nr KW BI1B/00228951/3 and KW BI1B/00228952/0.
The mortgage was established in connection with security provided by the Parent Company for the benefit of ING Bank
Śląski S.A., for obligations of the subsidiary DYSTRI-FORTE Sp. z o.o., resulting from credit agreement concluded between
ING Bank Śląski S.A. and DYSTRI-FORTE Sp. z o.o. on 14 December 2015, under which DYSTRI-FORTE Sp. z o.o. was
granted a credit in the amount of 7 250 000 EUR.
On 1 February 2016, the Parent Company received a notification from the District Court in Bielsk Podlaski, IX Land Registry
Branch Division with registered office in Hajnówka about making an entry to the benefit of PKO BP S.A. on 28 January 2016
in regard to the increase of aggregated capped contractual mortgage to the amount of 55 000 000 PLN on perpetual
usufruct of land of the Parent Company and on ownership of buildings and devices placed there, located in Hajnówka, ul. 3
Maja 51, for which the District Court in Bielsk Podlaski, IX Land Registry Branch Division with registered office in Hajnówka
keeps land registries nr BI2P/00017202/7, BI2P/00017198/5, BI2P/00027286/2, BI2P/00007254/3.
14.
Financial instruments
During the reporting period, there were no changes in the classification financial instruments and no movements between
individual hierarchy levels of financial instruments’ fair value.
15.
Hedge accounting and other derivative financial instruments
Fair value foreign exchange contracts
As at 31 March 2016, the fair value of foreign exchange contracts that meet the criteria for hedge accounting amounted to
PLN 9,226 thousand and as the effective value it was recognised in total in Provisions from revaluation and receivables from
derivative financial instruments.
The following table contains data on the fair values and the related settlement terms, as well as summary information on
the amount (volume) that constitutes the basis of future payments and the price of execution of effective forward contracts.
Currency
Amount
in
currency
EUR
6 000
Put Option 06.2014
05.2016-06.2016
4,2000
EUR
6 000
Call Option 06.2014
05.2016-06.2016
4,6135
EUR
3 000
Put Option 08.2014
07.2016
4,2500
EUR
3 000
Call Option 08.2014
07.2016
4,6412
EUR
4 000
Put Option 12.2014
08.2016-11.2016
4,3000
EUR
4 000
Call Option 12.2014
08.2016-11.2016
4,5000
24
Type of
transaction
Date of
conclusion
Date of
performance
Exchange rate
Name of the
Bank
Fair value
ING Bank Śląski
S.A.
ING Bank Śląski
S.A.
100
ING Bank Śląski
S.A.
ING Bank Śląski
S.A.
132
ING Bank Śląski
S.A. Bank Śląski
ING
S.A.
322
(2)
(5)
(112)
EUR
32 000
Put Option 06.2015
01.2017-06.2017
4,2000
EUR
32 000
Call Option 06.2015
01.2017-06.2017
4,4818
EUR
37 000
Put Option 01.2016
10.2017-12.2018
4,4500
EUR
37 000
Call Option 01.2016
10.2017-12.2018
4,7800
Total
ING Bank Śląski
S.A.
ING Bank Śląski
S.A.
ING Bank Śląski
S.A.
ING Bank Śląski
S.A.
2016
1 970
(2 383)
7 257
( 3 262)
4 017
EUR
7 000
Put Option
08.2014
05.2016-07.2016
4,2300
mBank S.A.
210
EUR
7 000
Call Option
08.2014
05.2016-07.2016
4,6000
mBank S.A.
(11)
EUR
6 000
Put Option
10.2014
08.2016-09.2016
4,2200-4,2500
mBank S.A.
281
EUR
6 000
Call Option
10.2014
08.2016-09.2016
4,5440
mBank S.A.
(81)
EUR
15 000
Put Option
11.2014
10.2016-12.2016
4,2300
mBank S.A.
860
EUR
15 000
Call Option
11.2014
10.2016-12.2016
4,6100
mBank S.A.
(281)
EUR
10 500
Put Option
12.2014
01.2017-03.2017
4,3000
mBank S.A.
1 006
EUR
10 500
Call Option
12.2014
01.2017-03.2017
4,6030-4,6770
mBank S.A.
(255)
EUR
18 500
Put Option
08.2015
09.2017-06.2018
4,2800
mBank S.A.
2 044
EUR
18 500
Call Option
08.2015
09.2017-06.2018
4,6400
mBank S.A.
(1 688)
EUR
25 500
Put Option
12.2015
01.2018-11.2018
4,3500
mBank S.A.
3 723
EUR
25 500
Call Option
12.2015
01.2018-11.2018
4,6700
mBank S.A.
(2 693)
Total
3 115
EUR
6 000
Put Option
04.2014
04.2016
4,2500
PKO BP S.A.
98
EUR
6 000
Call Option
04.2014
04.2016
4,6850
PKO BP S.A.
-
EUR
3 000
Put Option
08.2014
08.2016
4,2500
PKO BP S.A.
150
EUR
3 000
Put Option
08.2014
08.2016
4,6550
PKO BP S.A.
(10)
EUR
9 000
10.2014
09.2016-10.2016
4,2300
PKO BP S.A.
456
EUR
9 000
10.2014
09.2016-10.2016
4,5800
PKO BP S.A.
(134)
EUR
9 000
06.2015
07.2017-09.2017
4,2260
PKO BP S.A.
728
EUR
9 000
06.2015
07.2017-09.2017
4,5000
PKO BP S.A.
(901)
07.2015
07.2017-12.2017
4,2700
PKO BP S.A.
2 113
07.2015
07.2017-12.2017
4,5166
PKO BP S.A.
(2 246)
08.2015
09.2017-06.2018
4,2800
PKO BP S.A.
1 729
08.2015
09.2017-06.2018
4,6670
PKO BP S.A.
(1 364)
10.2015
04.2017—09.2018
4,3000
PKO BP S.A.
5 671
10.2015
04.2017—09.2018
4,6300
PKO BP S.A.
(4 300)
Call Option
Put Option
Call Option
Put Option
Call Option
EUR
21 000
EUR
21 000
EUR
15 500
EUR
15 500
Put Option
Call Option
Put Option
Call Option
EUR
51 000
EUR
51 000
25
Put Option
2016
Call Option
EUR
12 000
Put Option
11.2015
10.2018-11.2018
4,3000
PKO BP S.A.
1 585
EUR
12 000
Call Option
11.2015
10.2018-11.2018
4,7070
PKO BP S.A.
(1 481)
Total
2
16.
094
Related party transactions
Business transactions
The following table presents the total amounts of transactions concluded with related entities not included in the
consolidation, for the period of 3 months ended 31 March 2016 and 31 March 2015 and for the year ended 31 December
2015, respectively.
Related entity
Sales to
related
undertakings
Purchases from
related
undertakings
Receivables from
related
undertakings
Liabilities to
related
undertakings
Subsidiaries:
Forte Baldai UAB
31.03.2016
31.12.2015
31.03.2015
-
46
176
29
-
15
14
14
Forte SK S.r.o.
31.03.2016
31.12.2015
31.03.2015
-
287
1 105
274
-
94
93
90
Forte Furniture Ltd.
31.03.2016
31.12.2015
31.03.2015
-
185
623
118
-
39
Forte Iberia S.l.u
31.03.2016
31.12.2015
31.03.2015
9
5
5
326
1 004
249
90
24
-
1
Forte Mobilier S.a.r.l.
31.03.2016
31.12.2015
-
-
-
-
31.03.2015
-
-
-
-
31.03.2016
-
-
-
-
31.12.2015
-
-
24
-
31.03.2015
-
-
-
-
31.03.2016
1 254
109
883
308
31.12.2015
4 419
3 461
319
232
31.03.2015
1 990
300
1 851
-
31.03.2016
-
-
-
-
31.03.2016
31.12.2015
31.03.2015
1 263
4 424
1 995
953
6 369
970
973
367
1 851
417
339
144
Forte Mobila S.r.l.
TM Handel Sp. z o.o.
Fortesivo Sp. z o.o.
Total
Transactions with related entities regard the sale of products, goods and services and the purchase of services.
Loans and advances to related undertakings
26
2016
Balance of granted loans as of 31 March 2016 has been presented in the table below:
Related entity
Amount of
loan
Loan
currency
Repayment date
Loan balance as
at 31.03.2016
Value of interest
due as of
31.03.2016
Subsidiaries:
Fort Mobilier S.a.r.l.
10
EUR
December 2017
43
-
Antwerp Sp. z o.o.
30
PLN
December 2016
20
-
63
-
Antwerp Sp. z o.o.
20
-
11
Total:
31
Total:
Including:
Short-term part:
-
Long-term part:
Total:
32 43
- -
32
-
The above loan was granted on market terms (variable interest rate based on WIBOR/ EURIBOR plus margin)
On 29 February 2016 the Parent Company signed an annex to the loan agreement with the subsidiary Antwerp Sp. z o.o., in
line with which the amount of loan was increased up to PLN 30 thousand. Total loan amount is to be repaid on or before 31
December 2016.
Balance of granted loans as of 31 December 2015 has been presented in the table below
Related entity
Amount of
loan
Loan
currency
Repayment date
Loan balance as
at 31.12.2015
Value of interest
due as of
31.12.2015
Subsidiaries:
10
EUR
December 2017
43
Antwerp Sp. z o.o.
10
PLN
July 2016
10
-
53
-
Total:
-
Including:
Short-term part:
Antwerp Sp. z o.o.
10
-
Total:
10
-
43 43
- -
43
-
Long-term part:
Total:
Joint venture in which the Parent Company is a venturer
The Group's Parent Company does not conduct joint ventures.
Terms and conditions of transactions with related parties
All transactions with related entities are conducted under terms used by the Group in relations with unrelated entities.
17.
Transactions involving the Management Board, key managerial staff and members of their
immediate families.
Incentive Scheme for Members of the Management Board of the Parent Company and the issue of series D,E
and F subscription warrants with the exclusion of the pre-emptive right to series D, E and F subscription
warrants
27
2016
On 10 June 2014 the Ordinary Meeting of Shareholders of FABRYKI MEBLI „FORTE” S.A.(further referred to as Parent
Company or Company) approved an introduction of an incentive scheme for Members of the Management Board of the
Company (" Incentive Scheme").
The purpose of the Incentive Scheme is to strive for further development of the Capital Group of the Company and its
subsidiaries ("Capital Group") by creating motivational mechanisms for persons responsible for Company management,
which would refer to the financial results of the Capital Group and an increase of share value of the Parent Company
shares.
The programme is of settlement program character via emission of capital instruments in exchange for services providedtotal of 356,220 subscription warrants of the Company in 3 series with issue price equal to the arithmetic mean of rate of
shares of the Company listed on WSE, calculated on the basis of ratings of these shares in the period from 28 April 2014 to
10 June 2014.
The issue price of Company share of H series was established via resolution of the Supervisory Board of 27 October 2014
for the amount 46.19. Each warrant authorizes to obtain one share of H series for the issue price.
The table below presents the scope of the adopted incentive scheme, in accordance with the agreed Rules of the Incentive
Scheme.
Series D
Series E
Series F
Number
of Subscription warrants
Vesting period
118 740
118 740
118 740
10.06.2014 - 31.12.2014
01.01.2015 - 31.12.2015
01.01.2016 - 31.12.2016
Conditions for entitlement
to acquire Warrants
1/ non-reporting by
auditor any significant
concerns to the
consolidated annual
financial statements of the
Capital Group for the
financial year 2014;
1/ non-reporting by
concerns to the
consolidated annual
1/ non-reporting by
concerns to the
consolidated annual
2) increase by at least
10% of net profit per
Company’s share as at 31
December 2014 compared
to the result as at 31
December 2013
December 2014
December 2015
10% of the average price
of the Company’s shares
on the Warsaw Stock
Exchange in December
2014 compared to the
average price of the
Company’s shares on the
WSE in December 2013
on the Warsaw Stock
on the Warsaw Stock
3/ serving as a Member of the Management Board for at least six months in the given
period and remaining at the position at the end of the given period, as well as
obtaining acknowledgement of fulfilment of duties of the Member of the Management
Board of the Company during the given period
Increase of net profit per 1 Company share which constitutes a condition for offering Warrants for a given period is
established on the basis of the consolidated annual financial statement of the Capital Group, reviewed by the auditor and
approved by the resolution of the General Meeting of Shareholders of the Company.
Execution of rights from Warrants may occur no earlier than post one year from the formal decision of their obtaining and
no later than by 30 November 2018.
Series of the incentive scheme ought to be treated as separate programmes in the understanding of IFRS 2.
Fair value of incentive programme
Fair value of the programme for E series has been defined at the amount PLN 991 thousand. within increase of own capital
in the item of incentive scheme and employee benefits costs.
Within the consolidated financial statement of 31 March 2016 the amount of PLN 226 thousand was identified.
The number and average weighted mean of price of execution of warrants is as follows:
28
Series
Occurring as of 01.01.2016 including
Number of warrants
237 480
118 740
118 740
D
F
Change during reporting period
2016
Average weighted
price of execution
46,19
46,19
-
Occurring as of 31.03.2016 including
Possible for execution as of 31.03.2016
237 480
118 740
118 740
D
F
46,19
46,19
Participation of senior executives in the employee programmes and schemes
None occurred during the reporting period.
18.
Changes in the composition of the Supervisory Board
Did not occur
19.
Significant events post reporting period.
On 22 April 2016 the Parent company concluded with PKO Bank Polski an agreement for the following zero cost sale
transactions of Call option and purchase of Put option, securing against foreign exchange risk:
1.
2.
3.
4.
5.
6.
2.500.000
2.500.000
2.500.000
2.500.000
2.500.000
2.500.000
EUR
EUR
EUR
EUR
EUR
EUR
–
–
–
–
–
–
Put
Put
Put
Put
Put
Put
4,3500
4,3500
4,3500
4,3500
4,3500
4,3500
–
–
–
–
–
–
Call
Call
Call
Call
Call
Call
4,8500
4,8500
4,8500
4,8500
4,8500
4,8500
with
with
with
with
with
with
expiry
expiry
expiry
expiry
expiry
expiry
date
date
date
date
date
date
2019-01-11
2019-01-29
2019-02-13
2019-02-26
2019-03-13
2019-03-27
On 25 April 2016 the Parent company concluded agreements for the following zero cost sale transactions of Call option and
purchase of Put option, securing against foreign exchange risk:
- with PKO Bank Polski S.A.
7. 1.500.000 EUR –
8. 1.500.000 EUR –
9. 1.500.000 EUR –
10. 1.500.000 EUR –
11. 1.500.000 EUR –
12. 1.500.000 EUR –
Put
Put
Put
Put
Put
Put
4,4000
4,4000
4,4000
4,4000
4,4000
4,4000
–
–
–
–
–
–
Call
Call
Call
Call
Call
Call
4,9250
4,9250
4,9250
4,9250
4,9250
4,9250
with
with
with
with
with
with
expiry
expiry
expiry
expiry
expiry
expiry
date
date
date
date
date
date
2019-01-11
2019-01-29
2019-02-13
2019-02-26
2019-03-13
2019-03-27
Put
Put
Put
Put
Put
Put
4,4000
4,4000
4,4000
4,4000
4,4000
4,4000
–
–
–
–
–
–
Call
Call
Call
Call
Call
Call
4,8950
4,8950
4,8950
4,8950
4,8950
4,8950
with
with
with
with
with
with
expiry
expiry
expiry
expiry
expiry
expiry
date
date
date
date
date
date
2019-01-11
2019-01-29
2019-02-13
2019-02-26
2019-03-13
2019-03-27
-with ING Bank Śląski S.A.
1.
2.
3.
4.
5.
6.
2.500.000
2.500.000
2.500.000
2.500.000
2.500.000
2.500.000
20.
EUR
EUR
EUR
EUR
EUR
EUR
–
–
–
–
–
–
Off-balance sheet items
On 27 March 2013, the Parent Company issued four guarantees for loans taken out by FURNIREX Sp. z o.o. with its
registered seat in Hajnówka to finance a technological investment in a total amount of PLN 18,299 thousand.
FURNIREX Sp. z o.o. made an offer to the Parent Company, according to which it invested the funds received under the
technological loans in modern investments located in a production area in Hajnówka leased from Forte. FURNIREX Sp. z
29
2016
o.o. uses modern technologies to provide services of processing entrusted material for FORTE Group and other furniture
manufacturers.
Guarantees were granted for BRE Bank S.A. (currently mBank S.A.) for the period to 30 June 2018. Balance of loans as at
31 March 2016 amounts to PLN 2,622 thousand (31 December 2015: PLN 3,009 thousand)
21.
Management Board’s report on the activities of the Issuer’s Capital Group
Group performance and basic economic and financial parameters:
Sales revenue
3 months
ended
31/03/2016
in PLN ’000
300 145
3 months
ended
31/03/2015
in PLN ’000
255 770
Cost of sales
(179 597)
(161 749)
11,0%
120 548
94 021
28,2%
40,2%
36,8%
Costs of sales
(64 326)
(51 543)
24,8%
(12 091)
(8 577)
41,0%
Operating profit (EBIT)
43 258
32 462
33,3%
EBITDA
48 820
37 112
31,5%
Gross profit
42 509
31 595
34,5%
Net profit
34 163
25 111
36,0%
Net return on sales %
11,4%
9,8%
Return on capital
6,6%
5,5%
Return on tangible assets
4,3%
3,7%
Description
Gross profit from sale
Gross profit margin from sale %
Change %
17,3%
• FORTE Group in Q1 of 2016 reached yet another record increase in sales results and net profit. Profit from sales of the
Group amounted to PLN 300 million, against PLN 256 million in the corresponding period in 2015 (increase by 17,3%).
Export sale of Forte Group amounted to 262, 2 million PLN - 87, 4 % of total sales (in I quarter of 2015 – 219, 4 million PLN
– 85, 8%). The leaders on the export markets still consist of German-speaking countries (Germany, Austria, Switzerland),
as well as France, Spain and Great Britain.
Sale on the Polish market amounted to PLN 37, 9 million (12, 6%) against PLN 36, 3 million (14,2%) in the corresponding
2015 and concentrated on two main distribution channels: traditional furniture stores and retail chains.
In the Management Board’s opinion, the achievement of such good sale results was possible due to continuation of the
process of strengthening the partnership business relations with key clients, continuous development and replacement of
product offer adapted to the expectations of individual markets, as well as ensuring professional logistic service and sale
service.
Profitability of gross sale was shaped at much better level, than in the corresponding period of the previous year and it
amounted to 40,2% compared to 36,3% in I quarter of 2015.
Main reasons for the improvement of profitability include: positive impact of the increase of EUR/PLN exchange rate,
increased scale of production in the context of lower unit costs, stable situation on the price market of basic raw materials
and consistent policy of budgetary discipline. Gross profit from sales amounted to 120,5 million PLN and was increased by
28,2% compared to corresponding period of the previous year.
Costs of sales amounted to PLN 64,3 million Burdening revenues with sales revenues was 21,4 % and remained at the
same level as in the analogical period of the last year.
• General costs; Burdening revenues with sales revenues amounted to 4% against 3,9% in the entire 2015.
• After 1st quarter of 2016, the Group recorded a significant increase in operating profit (33,3%). It amounted to PLN
43,3 million (14,4% of revenue) compared to PLN 32,5 million (12,7% of revenue) in 2015.
30
2016
• The net profit generated in the reporting period amounted to PLN 34,2 million (11,4 % of revenue), as compared with
PLN 25,1 million in the corresponding period of the previous year (9,8% of revenue).
Characteristics of the balance sheet
structure
31/03/2016
in PLN ’000
% of total
assets
% Change
31/12/2015
in PLN ’000
in PLN ’000
Fixed assets
366 847
46%
347 977
47%
5,4%
Current assets
428 913
54%
390 373
53%
9,9%
Total assets
795 760
100%
738 350
100%
7,8%
515 715
65%
478 458
65%
7,8%
Long-term liabilities and provisions
40 912
5%
41 095
6%
(0,4%)
Short-term liabilities and provisions
239 133
30%
218 797
29%
9,3%
795 760
100%
738 350
100%
7,8%
Total equity
Total liabilities
After Q1 of 2016, the Group recorded an increase in the balance sheet total by PLN 57,4 million.
In regard to the current assets, the most significant change occurred in regard to the receivables from derivative financial
instruments (an increase by 3,6 million PLN), which is the result of a positive valuation of the option strategies established
by the Group in order to secure the exchange rate risk. Receivables from deliveries and services, as well as other
receivables were increased compared to the state as of the end of 2015 by 2,9 million PLN, while inventories by 3,8 million
PLN.
In the fixed assets, there was an increase by 18,9 million PLN due to the surplus of capital expenditures over
depreciation.
The most important investments of the I quarter of 2016 include: expenditures incurred for preparation of engineering
documentation concerning the purchase of technological lines for the chipboard factory and purchase of production line for
board wrapping for the factory in Ostrów Mazowiecka.
Equity and liabilities saw a material change in provisions and accruals Provisions increased by PLN 13,7 million.
Increase compared to the end of 2015 is mainly due to the change in recognition of costs in the Parent Company.
Organisational changes aimed at improving and speeding up management reporting have necessitated booking of a
considerable portion of current costs through provisions.
Increase of balance of liabilities on account of deliveries and services is a derivative of production increase. The
Group regulates all its liabilities in a timely manner.
Liabilities on account of bank loans remained at the level similar to the corresponding period and amount to PLN 135
million. The Group while taking loans in EUR balances the currency exposure, limiting through this the impact
of variability of exchange rates PLN/EUR on financial results of the Group.
The Group maintains high financial liquidity. Cash balance at the end of the reporting period amounted to PLN 83,8 million
and increased in comparison to the end of 2015 by PLN 28,8 million.
25.1. Factors and events visibly affecting financial results
Outside of factors specified in point 25 there were no other unusual or particularly significant factors and events that could
impact the Group's financial results.
25.2.
Issue, redemption and repurchase of securities
25.3.
Management Board’s position regarding the viability of meeting previously published forecasts
for a particular year
None.
The Issuer did not publish financial result forecasts for 2016.
31
2016
22.1. Information on shareholders having, directly or indirectly through subsidiaries, at least 5% of the
total number of votes at the Issuer’s general meeting as of the date of submission of the quarterly
report.
Item
Shareholder
Number of held
shares and votes
% stake in share
capital
% share in the
overall number of
votes
1.
MaForm SARL
7 763 889
32,48%
32,48%
2.
MetLife Otwarty Fundusz Emerytalny
2 975 474
12,45%
12,45%
3.
Aviva Otwarty Fundusz Emerytalny
2 300 000
9,62%
9,62%
4.
ING Otwarty Fundusz Emerytalny
1 200 000
5,02%
5,02%
22.2Key events in which the issuer participated in Q1 2016 and until the date of publication of the
Management Board’s Report and awards and honours

14 -17 January 2016 – BEGROS trade fair, Germany
FORTE showed its offer on two stands with a total area of 424 m 2. From the group of self-assembly
furniture – 8 programs, including two Terzio and Quatrix in all functions (living room, dining room,
bedroom, hallway). Those were the ones that achieved the greatest success in this group.
For the group of assembled furniture, the Company prepared 11 new collections and 7 of them will be
implemented for production.

20 - 23 January 2016 - SARAGOSSA FERIA DEL MUEBLE trade fair, Spain
Saragossa Feria del Mueble fair that is organized every 2 years is an important event for the furniture
industry in Spain. The most important furniture manufacturers present their offer there and it attracts
thousands of visitors. Development of sales on the Iberian Peninsula is one of the elements of FORTE
strategy for the coming years and hence our presence there. The greatest interest of customers was
aroused by collections in “white gloss” - Alcano and Balea.

24 - 27 January 2016 – BIRMINGHAM NEC fair, Great Britain
FORTE showed dozens of collections, including new products and programs from the existing offer.
Collections in dark and cool colours were the most liked (especially Amerigo and Bellvue). 4 days of wok
resulted in new contacts, orders and exchange of comments and observations valuable for further
development on this market.

19 February 2016 - FORTE signed a cooperation agreement with the city of Suwałki aimed at
development of vocational education in the scope of wood industry.

8-11 March 2016 – International Furniture Trade Fair, Poznań
FORTE stand was awarded with the AcanthusAureus Medal. It’s an award for the best architectural and
graphic solutions, which are conducive to direct communication with the customer and highlight the image
of a company presenting its offer at the trade fair.
I Q
2016

14-17 March 2016 – Partnership trade fair, Paris, France
Trade fair was organized by one of the Forte’s business partners, which specializes in the sale of furniture in
France. Forte company presented its debut stand there.
25.6 Listings of Fabryki Mebli “FORTE” S.A.
Shares of Fabryki Mebli “FORTE” S.A. are listed on the Warsaw Stock Exchange in Warsaw in the continuous
trading system.
Key data concerning FORTE shares:
Key data
Company’s net profit in PLN ‘000
Q1 2016
Q1 2015
26 550
22 931
The highest share price in PLN
57,50
62,40
The lowest share price in PLN
46,84
48,20
Share price at the end of the period in PLN
57,50
58,81
Price earnings ratio for the period in PLN
52,98
59,17
32
Number of shares on the stock exchange (in items)
Average daily trading volume (in items)
2016
23 901 084
23 751 084
11 558
17 948
Forte S.A. 1 share price for the first quarter of 2016
(Source: http://www.gpwinfostrefa.pl/GPWIS2/pl/emitents/quotations/FORTE,PLFORTE00012)
Chart 2. Forte S.A. share price rating in 2015
(source: http://www.gpwinfostrefa.pl/GPWIS2/pl/emitents/quotations/FORTE,PLFORTE00012)
22.1. Summary of the number of Issuer’s shares or stock options held by the Issuer’s managers and
supervisors as at the date of the submission of the quarterly report .
Number of shares with
nominal value of 1PLN
per share
Issuer’s managers and supervisors
Klaus Dahlem
Member of the Management Board
50 000
Gert Coopmann
50 000
Zbigniew Sebastian
Chairman of the Supervisory Board
300
33
Dariusz Bilwin
Proxy
2016
1 500
22.1. Indication of court proceedings, competent for arbitration or public administration body.
The Issuer is not a party in any proceeding where value of the dispute would constitute individually or collectively 10% of
its equity.
22.2.
Information regarding conclusion by the Issuer or its subsidiary one or more transactions with
affiliated entities.
All transactions with related entities are conducted under terms used by the Group in relations with unrelated entities.
Detailed information regarding transactions with affiliated entities are enclosed in note 21.
22.1. Other information regarding credit or loan guarantees granted by the Issuer or by its
subsidiary- jointly to one entity or one subsidiary, provided that the total value of the existing
guarantees constitutes the equivalent of at least 10% of the Issuer's equity.
None.
22.1. Other information which in the opinion of the Issuer are significant for the assessment of his
human resources situation, financial standing and financial result and changes to it as well as
information on factors which in the Issuer's opinion will affect performance of the Issuer and its
Capital Group during at least the following quarter.
None
22.1. Indication of factors which in the opinion of the Issuer will impact the obtained results by the
Issuer and its Capital Group in the perspective of at least the following quarter.
Completed reporting quarter was a next period, in which the Group achieved financial success expressed in increased
turnover, improved efficiency of financial indicators and net result.
The adopted development strategy of the Group for the next 5 years do not only assumes the significant increase in sale
income, but also the strengthening of the base of operation through adopted Development Plan, which foresees: the
construction of a modern production plant from the chipboard intended for internal needs, construction of a brand new
furniture production plant and further expansions of the logistics and storage area. The Management Board assumes that
planned actions will enable further dynamic development of FORTE and that they will establish FORTE Group’s position as
one of the world’s leading companies in the production of self-assembly furniture. Total investment expenditures until 2021,
associated with implementation of the Forte Group’s Development Plan, will amount to approx. 600 million PLN.
The most important factors, which in the Management Board’s opinion may affect the achieved results of the Group in the
subsequent months of the year include:
- maintaining the positive trend of the impact of orders,
- volatility of EUR/PLN exchange rate,
- stability of prices of the basic raw materials.
22.1. Events that occurred after the date of preparation of the financial statements that were not
included in these statements, but which may have a significant impact on the future financial
results of the Issuer.
None.
26. Currency exchange rates
Individual items of assets and liabilities were converted at the average FX rate of the National Bank of Poland as of
31 March 2016, 31 December 2015 and 31 March 2015 are as follows: 4,2684; 4,2615 i 4,0890 towards 1 EUR.
34
2016
Individual items of the profit and loss account and the cash flow statement were converted at the rate being an arithmetic
mean of the rates of the National Bank of Poland as at the last day of each month in the period of 3 months ended on 31
March 2016 and 31 March 2015, amounting to respectively: PLN 4,3559 and PLN 4,1489 per 1 EUR.
35
2016
Signature of the person entrusted with bookkeeping:
Chief Accounting
Anna Wilczyńska
............................
Signatures of all members of the Management Board:
President of the Management Board
Maciej Formanowicz
Gert Coopmann
...........................
............................
Klaus Dieter Dahlem
Maria Florczuk
...........................
............................
Mariusz Gazda
............................
Ostrów Mazowiecka, 10 May 2016
36
FABRYKI MEBLI „FORTE” S.A. sprawozdanie finansowe za okres 3 miesięcy zakończony 31
marca 2016 QSr1/2016 (w tysiącach PLN)
37
2016
2016
PROFIT AND LOSS ACCOUNT
31 March 2016
31 March 2016
298 191
253 279
Continued activity
1 657
1 653
Sales revenue
299 848
254 932
Cost of sales of sold goods,
products and materials
(177 898)
(160 280)
(329)
(178 227)
(872)
(161 152)
Gross profit/loss from sales
121 621
93 780
Costs of sales
267
(75 534)
(12 084)
(1 131)
876
(54 761)
(8 331)
(2 355)
33 139
29 209
204
(896)
63
419
(1 524)
370
Profit (loss) before income tax
32 510
28 474
Income tax expenses
(5 960)
(5 543)
26 550
22 931
-
-
26 550
22 931
- basic
1,11
0,97
- diluted
1,11
0,97
Cost of sales of sold services
Cost of sales
Operating profit (loss)
Financial revenue
Financial costs
Profit (loss) on derivative financial instruments
Discontinued operations
Profit (loss) on discontinued operations of the period
Profit (loss) per share for the period (in PLN):
38
2016
STATEMENT OF COMPREHENSIVE INCOME
31 March 2016
31 March 2016
26 550
22 931
3 143
13 753
-
-
3 143
266
13 753
-
Hedge accounting
3 552
16 973
Income tax on hedge accounting
(675)
(3 220)
29 693
36 684
Other net comprehensive income, including:
Items which in the future will not be reclassified to the profit and loss
account
Items which in the future may be reclassified to the profit and loss
account
Incentive Scheme
39
2016
STATEMENT OF FINANCIAL SITUATION (BALANCE SHEET)
Status as at
31 March 2016
31 March 2016
31 March 2016
ASSETS
Fixed assets
Intangible assets
Financial assets
Investment properties
319 922
246 363
1 251
72 309
-
293 050
227 921
1 124
64 005
-
280 991
224 454
16 604
10 075
29 858
Current assets
Reserves
Receivables from to derivative instruments of financial instruments
Receivables due to income tax
Accruals
Financial assets
Cash and cash equivalents
409 770
142 842
183 204
9 226
2 125
7 090
65 283
388 344
138 879
184 243
5 673
2 859
10 844
45 846
387 549
141 576
149 483
21 825
3 382
531
70 752
TOTAL ASSETS
729 692
681 394
668 540
LIABILITIES
Total Equity
Share capital
Surplus of share sale above their nominal value
Revaluation reserve from hedging instruments
Capital from merger
Incentive Scheme
Other reserve capital
467 723
23 901
113 214
7 473
(1 073)
1 556
194 824
438 030
23 901
113 214
4 596
(1 073)
1 290
194 824
441 699
23 751
111 646
17 678
(1 073)
1 290
167 714
Retained earnings
127 828
101 278
120 693
Interest-bearing loans and borrowings
Deferred income tax provision
Provision for benefits after the employment period
Accruals
Other financial liabilities
16 041
9 686
1 991
3 330
31
1 003
-
20 563
11 094
4 871
3 330
37
1 231
-
104 348
86 701
12 111
3 215
55
2 266
-
245 928
87 295
103 015
9 516
48 202
900
222 801
80 615
103 535
3 598
34 054
999
122 493
58 201
10 339
5 174
47 475
1 304
261 969
243 364
226 841
729 692
681 394
668 540
Short-term liabilities Trade and other liabilities
Liabilities on account of financial derivative instruments
Current portion of interest-bearing loans and borrowings and
securitiestax liabilities
Income
Reserves and accrued charges
TOTAL LIABILITIES
40
2016
CASH FLOWS STATEMENT
31 March 2016
31 March 2016
31 March 2016
Cash flow from operating activity
Profit/ (loss) of the period
26 550
77 936
22 931
Total adjustments by:
Amortisation
Foreign exchange (profit)/loss
Net interest and dividends
(Profit)/ Loss on investing activity
Change in the valuation of derivative financial instruments
Change in receivables
Change in inventories
Change in liabilities, excluding loans and borrowings
Change in prepayments and accruals
Income tax paid
Current tax recognised in profit or loss
Provision for retirement benefits
Incentive Scheme valuation
Other adjustments
24 377
5 165
(127)
227
(35)
(675)
1 043
(3 962)
7 560
14 876
(2 879)
(6 596)
9 514
266
50 927
(4 488)
19 282
1 186
(4 330)
(106)
(151)
(39 692)
10 134
17 709
6 359
(6 115)
(26 009)
16 938
307
73 448
12 158
4 567
(2 397)
252
1 144
(3 220)
(4 937)
7 437
(3 592)
19 229
1 170
(15 088)
7 593
35 089
102
(24 685)
1 296
4
(14 801)
Cash flows from investing activities
Sales of property, plant and equipment and intangible assets
Purchases of property, plant and equipment and intangible
assets
Disposal of financial assets
Purchase of financial assets
Dividends received
Interest received
Borrowings granted
Repayment of borrowings granted
Other investment inflows
Other investment outflows
Net investment cash flow
Cash flows from financial activities
Inflow from loans and borrowings taken out
Repayment of loans and borrowings
Dividends paid
Interest paid
Repayment of leasing liabilities
Other financial inflows Other financial expenses
Net increase (decrease) in cash and cash (equivalents)
Net foreign exchange differences
Opening balance of cash
Cash at end of year, including:
of limited disposability
41
(37 547)
(8 491)
(86)
(10)
32
(1 020)
5 000
(29 062)
5 418
56
(13 134)
20
(43 977)
15
5
(14 787)
125
(1 595)
(296)
(326)
(2 092)
1 718
33 603
(16 639)
(47 502)
(1 163)
(1 718)
(31 701)
4 310
(1 368)
(265)
(294)
2 383
19 773
336
(2 230)
23
22 685
32
45 846
65 283
-
48 099
45 846
-
48 099
70 752
-
2016
GRUPA KAPITAŁOWA FABRYKI MEBLI „FORTE” S.A. skonsolidowane sprawozdanie finansowe za okres 3 miesięcy zakończony 31 marca 2016 QSr1/2016 (w tysiącach PLN)
STATEMENT OF CHANGES IN EQUITY
Surplus of share
Share capital sale above their
nominal value
As at 01 January 2014 2016
Retained earnings
(losses) retained
Revaluation
reserve from
hedging
instruments
Other
reserve
capital
Capital from
merger
Incentive
Scheme
Total
23 901
113 214
101 278
4 596
194 824
(1 073)
1 290
438 030
Changes in Accounting Principles (Policy)
-
-
-
-
-
-
-
-
Error corrections
-
-
-
-
-
-
-
-
23 901
113 214
101 278
4 596
194 824
(1 073)
1 290
438 030
-
-
-
-
-
-
-
-
Current result
-
-
26 550
-
-
-
-
26 550
Hedge accounting
-
-
-
2 877
-
-
-
2 877
-
-
-
-
-
-
266
266
-
-
26 550
2 877
-
-
266
29 693
23 901
113 214
127 828
7 473
194 824
(1 073)
1 556
467 723
As at 01 January 2016 after adjustments
As at 31 December 2014 2016
42
2016
Surplus of share
nominal value
As at 01 January 2014 2015
Retained earnings
(losses) retained
Revaluation
reserve from
hedging
instruments
Other
reserve
capital
Capital from
merger
Incentive
Scheme
Total
23 751
111 646
97 762
3 925
167 714
(1 073)
1 290
405 015
-
-
-
-
-
-
-
-
Error corrections
-
-
-
-
-
-
-
-
23 751
111 646
97 762
3 925
167 714
(1 073)
1 290
405 015
-
-
-
-
-
-
-
-
Current result
-
-
22 931
-
-
-
-
22 931
Hedge accounting
-
-
-
13 753
-
-
-
13 753
-
-
-
-
-
-
-
-
-
-
22 931
13 753
-
-
-
36 684
23 751
111 646
120 693
17 678
167 714
(1 073)
1 290
441 699
As at 31 March 2015
43
2016
for the year ended on 31 December 2015
Surplus of share
nominal value
Retained earnings
(losses) retained
Revaluation
reserve from
hedging
instruments
Other
reserve
capital
Capital from
merger
Incentive
Scheme
Total
23 751
111 646
97 762
3 925
167 714
(1 073)
1 290
405 015
-
-
-
-
-
-
-
-
Error corrections
-
-
-
-
-
-
-
-
23 751
111 646
97 762
3 925
167 714
(1 073)
1 290
405 015
150
-
-
-
-
-
-
150
-
-
(27 110)
-
27 110
-
-
-
Settlement of incentive scheme SHARES OF G SERIES
-
1 568
-
-
-
-
-
1 568
Payment of dividend for 2014
-
-
(47 502)
-
-
-
-
(47 502)
-
-
192
-
-
-
-
192
Current result
-
-
77 936
-
-
-
-
77 936
Hedge accounting
-
-
-
671
-
-
-
671
-
-
78 128
671
-
-
-
78 799
23 901
113 214
101 278
4 596
194 824
(1 073)
1 290
438 030
Increase of company capital
As at 31 December 2015
44
FABRYKI MEBLI FORTE S.A. Financial statement for the period of 3 months ending on 31 March
2015 QSr1/2015 (in thousand PLN)
2015**
Signature of the person entrusted with bookkeeping:
Chief Accounting
Anna Wilczyńska
............................
Signatures of all members of the Management Board:
President of the Management Board
Maciej Formanowicz
Gert Coopmann
...........................
............................
Klaus Dieter Dahlem
Maria Florczuk
...........................
............................
Mariusz Gazda
............................
Ostrów Mazowiecka, 10 May 2016
45

GRUPA KAPITAŁOWA FABRYKI MEBLI „FORTE” S.A.

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