CONSOLIDATED QUARTERLY REPORT
FOR THE 2 ND QUARTER OF 2008
11 August 2008
WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
CONSOLIDATED QUARTERLY REPORT OF THE ASSECO POLAND GROUP FOR THE 2 ND QUARTER OF 2008
Table of contents Page
FINANCIAL HIGHLIGHTS OF THE ASSECO POLAND GROUP ...... 3 CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNT...... 4 CONDENSED CONSOLIDATED BALANCE SHEET...... 5 CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY ...... 7 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ...... 8 FINANCIAL PERFORMANCE OF THE ASSECO POLAND GROUP ...... 12 GENERAL INFORMATION ...... 14 NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ...... 22
This quarterly report comprises 61 pages numbered consecutively from 1 to 61.
The accompanying interim condensed consolidated financial statements were approved by the Management Board of Asseco Poland SA on 11 August 2008.
Management Board: Adam Góral President of the Management Board
Przemysław Borzestowski Vice President of the Management Board
Tadeusz Dyrga Vice President of the Management Board
Piotr Jeleński Vice President of the Management Board
Krzysztof Kardaś Vice President of the Management Board
Marek Panek Vice President of the Management Board
Zbigniew Pomianek Vice President of the Management Board
Adam Rusinek Vice President of the Management Board
Włodzimierz Serwiński Vice President of the Management Board
Przemysław Sęczkowski Vice President of the Management Board
Robert Smułkowski Vice President of the Management Board
2 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
FINANCIAL HIGHLIGHTS OF THE ASSECO POLAND GROUP
PLN ’000 EUR ’000 6 months 6 months 6 months 6 months ended ended ended ended
30 June 2008 30 June 2007 30 June 2008 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited) I Sales revenues 1,168,298 501,837 335,950 130,395 II Operating profit 199,843 77,520 57,466 20,142 III Pre tax profit 224,457 81,434 67,419 21,159 IV Net profit 182,926 64,960 52,601 16,879 Net profit attributable to Shareholders V 151,834 57,163 43,687 14,853 of the Parent Company Net cash provided by (used in) operating VI 117,263 87,633 33,720 22,770 activities Net cash provided by (used in) investing VII (153,487) 9,897 (44,136) 2,572 activities Net cash provided by (used in) financing VIII 104,895 43,010 30,163 11,175 activities Cash and cash equivalents at the end of IX 312,166 187,200 93,067 49,711 period Basic earnings per ordinary share X attributable to Shareholders of the 2.65 1.62 0.76 0.42 Parent Company (in PLN/EUR) Diluted earnings per ordinary share XI attributable to Shareholders of the 2.65 1.62 0.76 0.42 Parent Company (in PLN/EUR)
The financial highlights disclosed in these condensed financial statements were translated into Euro in the following way:
the condensed consolidated profit and loss account and cash flow statement items were translated into Euro at the arithmetic average of mid exchange rates as published by the National Bank of Poland and in effect on the last day of each month. The rates were as follows: for the period from 1 January 2008 to 30 June 2008: EUR 1 = PLN 3.4776 for the period from 1 January 2007 to 30 June 2007: EUR 1 = PLN 3.8486
the Group’s cash and cash equivalents as at the end of period reported and the corresponding period of the previous year have been translated into Euro at the mid exchange rates as published by the National Bank of Poland. The rates were as follows: exchange rate effective on 30 June 2008: EUR 1 = PLN 3.3542 exchange rate effective on 30 June 2007: EUR 1 = PLN 3.7658
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CONDENSED CONSOLIDATED PROFIT AND LOSS ACCOUNT
6 months 3 months 6 months 3 months ended ended ended ended
Note 30 June 2008 30 June 2008 30 June 2007 30 June 2007 no. (unaudited) (unaudited) (unaudited) (unaudited)
Operating activities Sales revenues 1 1,168,298 753,694 501,837 292,076
Cost of sales 2 (766,658) (512,676) (349,040) (208,881)
Gross profit on sales 401 640 241,018 152,797 83,195 Selling expenses ( ) 2 (88,148) (48,955) (33,404) (19,603) General administrative expenses ( ) 2 (114,661) (71,964) (44,413) (24,595)
Net profit on sales 198,831 120,099 74,980 38,997 Other operating income 5,197 3,841 3,797 2,572 Other operating expenses ( ) (4,185) (3,325) (1,257) (781)
Operating profit 199,843 120,615 77,520 40,788
Other activities Financial income 3 107,606 87,381 26,432 14,524 Financial expenses ( ) 3 (85,936) (61,703) (23,110) (9,436) Share in profits of associated companies 2,944 1,082 592 592
Pre tax profit 224,457 147,375 81,434 46,468 Corporate income tax (41,531) (26,699) (16,474) (9,785)
Net profit (loss) on ordinary activities 182,926 120,676 64,960 36,683
Net profit for the period reported 182,926 120,676 64,960 36,683
Attributable to: 182,926 120,676 64,960 36,683 Shareholders of the Parent Company 151,834 100,823 57,163 32,727 Minority Shareholders 31,092 19,853 7,797 3,956
Consolidated earnings per share attributable to Shareholders of Asseco Poland SA (in PLN)
Basic earnings per share from consolidated net profit on continued operations for the period reported attributable 2.48 1.65 1.23 0.7 to Shareholders of the Parent Company (in PLN)
Diluted earnings per share from consolidated net profit on continued operations for the period reported attributable 2.48 1.65 1.23 0.7 to Shareholders of the Parent Company (in PLN)
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CONDENSED CONSOLIDATED BALANCE SHEET
31 December 30 June 2008 Note 2007 (unaudited) no. (audited) ASSETS Fixed assets 3,678,101 2,298,214
Property, plant and equipment 370,481 92,963 Investment property 1,140 Intangible assets 2,148,553 1,132,664 Consolidation goodwill 4 1,040,434 567,351 Investments in associated undertakings valued under the equity 13,007 337,104 method Shares in subsidiary undertakings 2,053 Financial assets available for sale 7,966 236 Financial assets held to maturity 5 1,302 394 Financial assets valued at fair value through profit or loss 6 428 791 Long term loans granted 37,582 778 Long term receivables 204 42,328 Restricted cash 717 86,289 Deferred income tax assets 45,705 35,377 Long term deferred expenses 8,480 1,939 Other long term investments 49
Current assets 1,373,544 957,897
Inventories 78,579 36,615 Deferred expenses 58,762 25,692 Trade accounts receivable 531,190 344,955 Corporate income tax recoverable 1,435 Receivables from the State budget 11,984 3,180 Other receivables 176,992 216,856 Financial assets available for sale 26 22 Financial assets held to maturity 5 95,591 15,668 Loans granted 84,360 767 Financial assets valued at fair value through profit or loss 6 24,611 71,192 Cash and short term deposits 311,449 241,515
TOTAL ASSETS 5,051,645 3,256,111
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CONDENSED CONSOLIDATED BALANCE SHEET
31 December 30 June 2008 Note 2007 (unaudited) no. (audited) SHAREHOLDERS' EQUITY AND LIABILITIES
SHAREHOLDERS' EQUITY (ATTRIBUTABLE TO 2,677,754 1,923,068 SHAREHOLDERS OF THE PARENT COMPANY)
Share capital 71,293 51,090 Share premium 3,107,563 1,651,371 Treasury shares (846,475) Foreign currency translation differences on subsidiary and (41,052) (14,761) associated companies Prior years' retained earnings (deficit) and current net profit 386,425 235,368
MINORITY INTERESTS 594,606 197,624
TOTAL SHAREHOLDERS' EQUITY 3,272,360 2,120,692
Long term liabilities 740,303 492,110
Interest bearing bank credits, loans and debt securities 8 184,558 202,071 Deferred income tax reserves 1,453 494 Long term reserves 30,519 2,087 Long term financial liabilities 7 503,178 283,473 Long term accrued expenses 38 Long term deferred income 19,539 2,979 Other long term liabilities 1,018 1,006
Current liabilities 1,038,982 643,309
Interest bearing bank credits, loans and debt securities 8 173,493 61,116 Trade accounts payable 222,479 188,605 Corporate income tax payable 37,835 Liabilities to the State budget 65,787 42,310 Financial liabilities 7 162,913 131,204 Other liabilities 194,491 96,530 Reserves 23,490 11,018 Accrued expenses 98,998 45,009 Deferred income 97,331 29,682
TOTAL LIABILITIES 1,779,285 1,135,419
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 5,051,645 3,256,111
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CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
for 6 months ended 30 June 2008 (unaudited) and for 12 months ended 31 December 2007 (audited) Capital from Prior years' Foreign bonds retained Shareholders' currency Total Share convertible earnings equity of the Minority Share capital translation shareholders' premium to shares issued (deficit) and Parent interests differences on equity due to share current Company consolidation based payments net profit
As at 1 January 2008 51,090 1,651,371 (14,761) 235,368 1,923,068 197,624 2,120,692
Net profit for the period from 1 January 2008 to 30 June 2008 151,834 151,834 31,092 182,926 Dividend for the year 2007 (32,825) (32,825) (32,825) Foreign currency translation differences on subsidiary (25,264) (25,264) 230 (25,034) companies Changes in the Group structure 31,021 31,021 365,660 396,681 Merger with Prokom Software Group 20,203 1,456,192 (846,475) 629,920 629,920 As at 30 June 2008 71,293 3,107,563 (846,475) (40,025) 385,398 2,677,754 594,606 3,272,360
As at 1 January 2007 25,175 253,151 2,498 (3,118) 62,577 340,283 3,391 343,674
Net profit for the period from 1 January to 31 December 2007 160,913 160,913 29,777 190,690 Dividend for the year 2006 3,219 9,890 13,109 77,736 90,845 Revaluation of net assets of Asseco Poland SA to fair value 38,775 38,775 38,775 as at the merger date Issuance of shares due to the merger with Asseco Poland SA 17,736 957,734 975,470 975,470 Issuance of shares due to acquisition of non cash contributions 3,210 117,807 121,017 121,017 Expenses related directly to issuance of shares due to the (3,332) merger with Asseco Poland SA (3,332) (3,332) Issuance of shares due to conditional increase of share capital (4,310) (sale of warrants) 295 12,712 8,697 8,697 Issuanc e of shares due to conversion of bonds convertible to shares 30 1,399 (1,407) 22 22 Issuance of shares of series E 4,644 320,476 325,120 325,120 Expenses directly related to issuance of series E shares (8,576) (8,576) (8,576) Increase of other capitals of the subsidiary company 806 806 806 Changes in the Group structure (19,015) (19,015) 97,430 78,415 Dividends for minority shareholders 0 (12,356) (12,356) Foreign currency translation differences on subsidiary companies (11,643) (11,643) 1,646 (9,997)
As at 31 December 2007 51,090 1,651,371 (14,761) 235,368 1,923,068 197,624 2,120,692
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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
6 months ended 6 months ended 30 June 2008 30 June 2007 (unaudited) (unaudited) Cash flows operating activities Pre tax profit 224,457 81,434 Total adjustments: (41,596) 18,980 Share in net profit of companies valued under the equity method (2,368) (690) Depreciation and amortization 45,245 14,530 Change in inventories (28,427) (6,035) Change in receivables 111,704 (18,635) Change in liabilities ( 108,973) 31,275 Change in deferred and accrued expenses 22,584 22,627 Change in provisions (7,816) ( 8,083) Interest income and expense 9,730 (2,884) Gain (loss) on foreign exchange differences (34,666) (9,692) Gain (loss) on investing activities 6,158 (3,615) Other items (54,767) 182 Net cash generated from operating activities 182,861 100,414 Interest paid (13,118) (1,002) Income tax paid (49,265) (11,779) Net cash provided by (used in) operating activities 120,478 87,633 Cash flows investing activities Disposal of tangible fixed assets 3,571 765 Disposal of intangible assets 1,276 1,072 Disposal of financial assets held to maturity 128,923 15,750 Disposal of shares in subsidiary companies 52,435 Acquisition of tangible fixed assets (36,463) (9,942) Acquisition of intangible assets (11,528) (1,235) Acquisition of subsidiary companies, less cash acquired (199,022) 82,942 Acquisition of financial assets held to maturity (116,296) (75,401) Acquisition of financial assets valued at fair value through profit or loss 9 Loans granted ( 3,723) Loans collected 538 3,911 Interest received 1,576 542 Other items 4,008 Cash provided by forward transactions 21,209 13,668 Net cash provided by (used in) investing activities (153,487) 9,897 Cash flows financing activities Finance lease commitments paid 197,670 (594) Proceeds from issuance of shares 40,247 7,450 Dividend paid out to minority shareholders 187,353 Bank credits and loans taken out (145,600) 73,855 Repayment of bank credits and loans (105,798) (10,254) Proceeds from issuance of debt securities (6,775) 21,066 Redemption of debt securities (21,415) (21,200) Dividends paid out (40,541) (27,588) Other items (246) 275 Net cash provided by (used in) financing activities 104,895 43,010 Increase (decrease) in cash and cash equivalents 71,886 140,540 Net foreign exchange differences (1,952) (695) Cash and cash equivalents as at 1 January 241,515 47,355 Cash and cash equivalents as at 30 June 311,449 187,200
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CONDENSED INFORMATION ON BUSINESS SEGMENTS
Polish Slovak Czech German Romanian Lithuanian Balkan For the current period 6 months of 2008 Total market market market market market market market Eliminations and as at 30 June 2008 operations operations operations operations operations operations operations operations (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Sales revenues Sales to external customers 678,318 112,409 104,139 46,105 74,731 7,742 144,854 1,168,298 Intersegment sales 0 9,498 3,476 (12,974) Total segment's revenue 678,318 121,907 107,615 46,105 74,731 7,742 144,854 (12,974) 1,168,298 Profits Segment's profit 124,358 15,779 10,663 290 6,318 333 41,090 198,831 Other net operating income (expenses) 3,180 95 (82) 333 (45) (2,469) 1,012 Net financial income (expenses) 21,206 (24) 749 (477) 22 8 186 21,670 Share in profits of associated companies 2,257 167 520 2,944 Pre tax profit 151,001 16,017 11,850 146 6,295 341 38,807 224,457 Corporate income tax (tax expense) (28,203) (1,834) (2,810) (845) (923) (59) (6,857) (41,531)
Net profit (loss) for the financial year 122,799 14,182 9,040 (699) 5,372 281 31,951 182,926 Assets and liabilities as at 30 June 2008 Segment's assets 3,502,819 531,534 252,678 193,117 123,107 57,150 401,242 5,061,647 Investments in associated companies 10,313 510 2,184 13,007 Segment's liabilities 1,438,353 152,312 71,827 50,912 30,126 4,127 35,407 1,783,065
Other information on business segments Capital expenditures (533,161) (162,423) (1,428) (1,379) (450) (41) (2,818) (701,702)
Depreciation and amortization (34,185) (5,283) (3,497) (660) (635) (192) (792) (45,245)
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CONDENSED INFORMATION ON BUSINESS SEGMENTS (continued)
Polish Slovak Czech Romanian For 6 months ended 30 June 2007 Total market market market market and as at 30 June 2007 operations operations operations operations operations (audited) (audited) (audited) (audited) (audited) Sales for 6 months ended 30 June 2007
Sales to external customers 331,344 83,306 65,612 21,546 501,808 Intersegment sales 29 29 Total segment's revenue 331,344 83,335 65,612 21,546 501,837 Profits Segment's profit 56,375 9,856 5,615 3,133 74,980 Other net operating income (expenses) 1,676 692 512 (340) 2,540 Net financial income (expenses) 2,718 1078 (22) (452) 3,322 Share in profits of associated companies 250 342 592 Pre tax profit 60,816 11,822 6,448 2,348 81,434 Corporate income tax (tax expense) (11,923) (2,061) (1,968) (522) (16,474)
Net profit (loss) for the financial year 48,893 9,761 4,480 1,826 64,960 Assets and liabilities as at 30 June 2007 Segment's assets 1,867,073 167,118 63,386 33,033 2,130,609 Investments in associated companies 1,428 1,428 Segment's liabilities 430,997 45,287 35,246 21,995 533,526
Other information on business segments
Capital expenditures (40,126) (37,246) (721) (519) (78,612) Depreciation and amortization (8,020) (4,006) (2,287) (217) (14,530) Revaluation write downs on accounts (33) (3,476) (237) (549) (4,295) receivable Revaluation write downs on inventories (2,018) 53 518 (1,447)
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Since the beginning of 2007, as the Company's business was extended as a result of merger with Asseco Poland SA and acquisition of the non cash contribution of Asseco Czech Republic a.s., geographical regions became the main criterion of segmentation of the Company's operations. Geographic segments may be determined by the regions in which the Group conducts its business operations. The Asseco Group performed its geographic division by location of conducted business activities and it recognized the following main regions: operations in the Polish IT market, operations in the Slovak IT market, operations in the Czech IT market, operations in the Romanian IT market, operations in the German IT market, operations in the Lithuanian IT market, operations in the Balkan IT market. Since 2007 the Group has abandoned segmenting its operations by industry because it is only engaged in information technology activities, which include provision of own software, licences, and services as well as supply of computer hardware.
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FINANCIAL PERFORMANCE OF THE ASSECO POLAND GROUP In Q2 2008 sales revenues of the Asseco Poland Group amounted to PLN 753,693 thousand and they increased by 158% as compared with the prior year's corresponding period. Higher sales resulted chiefly from incorporation of new undertakings into the Group. In the period reported the Group achieved a gross margin of 37% up from 29% in Q2 2007.
6 months 3 months 6 months 3 months ended ended ended ended Sales revenues by sector 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited)
Banking and finance 517,269 299,585 248,885 138,744 Enterprises 372,877 229,326 132,628 73,028 Public institutions 278,152 224,783 120,324 80,304 Total 1,168,298 753,694 501,837 292,076
6 months 3 months 6 months 3 months ended ended ended ended Sales revenues by sector (%) 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited) % % Banking and finance 44.3% 39.7% 49.6% 47.5% Enterprises 31.9% 30.4% 26.4% 25.0% Public institutions 23.8% 29.8% 24.0% 27.5% Total 100% 100% 100% 100%
In Q2 2008 the Group achieved 39.7% of its sales revenues from the banking and financial sector and in comparison with Q2 2007 they increased substantially by 116%. The largest portion of turnover in this sector (PLN 144,367 thousand) was generated by the Parent Company. The key revenue drivers in the banking and financial sector were the contracts concluded with the bank PKO BP and the insurance company PZU SA. Sizeable sales to this sector were also generated by the Asseco Slovakia Group, Asseco Business Solutions Group, ABG Group as well as by the Asseco South Eastern Europe Group. In addition the Group considerably improved its sales to the enterprises sector. In Q2 2007 sales revenues from this sector amounted to PLN 73,028 thousand (25.0% of total turnover). Whereas, in Q2 2008 sales to enterprises reached PLN 229,326 thousand and represented 30.4% of total turnover. This means they increased by 214% as compared with the corresponding period of 2007. Such sales were certainly boosted by the companies which joined the Asseco Group in 2007 and 2008. In Q2 2008 sales to public institutions increased by 180% from the level observed in Q2 2007. Such progress was accomplished thanks to revenues generated by the taken over companies.
6 months 3 months 6 months 3 months ended ended ended ended Consolidated financial results of the Group 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited)
Sales revenues 1,168,298 753,694 501,837 292,076 Gross profit on sales 401,640 241,018 152,797 83,195 Operating profit 199,843 120,615 77,520 40,788 Net profit attributable to Shareholders of 151,834 100,823 57,163 32,727 the Parent Company
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6 months 3 months 6 months 3 months ended ended ended ended Key profitability ratios of the Group [%] 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited) % % Gross margin on sales 34% 32% 30% 28% Operating profit margin 17% 16% 15% 14% Net profit margin 13% 13% 13% 13% In Q2 2008 the Asseco Group recorded a gross profit on sales of PLN 277,622 thousand, which increased by 187% year on year. Gross margin climbed to 34% up from 29% achieved in the corresponding period of the prior year. Such encouraging result was achieved due to incorporation of new companies into the Group, and apparently owing to higher margins realized on services sold. Net profit attributable to shareholders of the Parent Company amounted to PLN 100,823 thousand for the second quarter alone, up form PLN 32,682 thousand in Q2 2007 (an increase by 208%). Not only did the Group generate higher sales revenues in Q2 2008 (a 160% increase year on year) but it managed to improve its net profit margin from 11% to 13%.
Key factors with impact on the Group’s net profit: execution of the contracts concluded in the prior periods, among others for PKO BP Bank, PZU SA, Social Insurance Institution (ZUS) as well as for Zakłady Azotowe Puławy; income from the exercise of forward transactions for purchase / sale of foreign currencies – EUR and USD; gain on change in fair value of currency derivatives (forward contracts); gain from unrealized foreign exchange differences on liabilities; negative differences on foreign currency translation of contracts executed by the Group, which were recognized as financial expenses; interest expenses, inclusive of the cost of financing the acquisition of shares in Prokom Software SA; positive foreign exchange differences resulting from appreciation of the zloty; result on dilution of shareholdings in subsidiary companies. .
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GENERAL INFORMATION The parent company of the Asseco Poland Group (the "Group") is Asseco Poland SA (the "Company", "Issuer", "Parent Company") with the registered seat at Al. Armii Krajowej 80, Rzeszów, Poland. The Company was established on 18 January 1989 as a limited liability company, and subsequently under notary deed of 31 August 1993 it was transformed into and since than has operated as a joint stock company with registered office at ul. 17 Stycznia 72a, Warsaw, Poland. The Company is entered in the Register of Entrepreneurs of the National Court Register under the number KRS 0000033391 (previously it was entered in the Commercial Register maintained by the District Court of the Capital City of Warsaw, Commercial Court, XVI Commercial and Registration Department, under the number RHB 17220). On 4 January 2007 the Issuer changed its corporate name from Softbank SA to Asseco Poland SA, and moved its headquarters from ul. 17 Stycznia 72a, Warsaw to Al. Armii Krajowej 80, Rzeszów. Since 1998, the Company's shares have been listed on the main market of the Warsaw Stock Exchange. The Company has been assigned the statistical identification number REGON 010334578. The period of the Company's operations is indefinite. The business profile of Asseco Poland SA includes software and hardware consultancy, production of software as well as supply of software and hardware. According to the Polish Classification of Business Activities, the Parent Company’s core business is "software consultancy and supply" (PKD 6201Z). This category includes analysing, developing, and programming ready to use IT systems. According to the classification adopted by the Warsaw Stock Exchange, the Parent Company’s business activity is classified as "information technology". Other undertakings of the Group conduct similar operations. In addition to comprehensive IT services, the Group also sells goods, including mainly computer hardware, which is to a large extent connected with the provision of software implementation services. This consolidated quarterly report provides a description of the Group’s core business broken down by relevant segments. These condensed consolidated financial statements cover the interim period ended 30 June 2008 and contain comparable data for the interim period ended 30 June 2007 in case of the profit and loss account, statement of shareholders' equity and cash flow statement; and as at 31 December 2007 in case of the balance sheet. The Company draws up its financial statements in accordance with the International Financial Reporting Standards ("IFRS") for the current and comparable period. Asseco Poland SA has begun to apply the IFRS since the year 2005. In 2008 the Company paid out to its shareholders a dividend for the year 2007. By decision of the Ordinary General Meeting of Shareholders, 31% of the amount of net profit for the year 2007 was allocated to payment of a dividend of PLN 0.55 per share. The remaining portion of net profit for the year 2007 was appropriated for increasing the Company's reserve capital.
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Composition of the Management Board and Supervisory Board of the Parent Company During the period reported and until the date of publication of this quarterly report, this is till 11 August 2008, the Company's Management Board was composed of the following persons: First name and surname Position Adam Góral President of the Management Board Przemysław Borzestowski Vice President of the Management Board Tadeusz Dyrga (1) Vice President of the Management Board Piotr Jeleński Vice President of the Management Board Krzysztof Kardaś (1) Vice President of the Management Board Marek Panek Vice President of the Management Board Zbigniew Pomianek Vice President of the Management Board Adam Rusinek Vice President of the Management Board Włodzimierz Serwiński (1) Vice President of the Management Board Przemysław Sęczkowski Vice President of the Management Board Robert Smułkowski Vice President of the Management Board (1) appointed as Vice President of the Management Board on 1 April 2008 During the period reported and until the date of publication of these financial statements, this is till 11 August 2008, the Company's Supervisory Board was composed of the following persons: First name and surname Position Jacek Duch Chairman of the Supervisory Board Adam Noga Vice Chairman of the Supervisory Board Jarosław Adamski Member of the Supervisory Board Bo Denysyk Member of the Supervisory Board Andrzej Szukalski Member of the Supervisory Board
Major Shareholders and changes in significant equity interests According to the best knowledge of the Management Board of Asseco Poland SA, the shareholders who as at 30 June 2008, either directly or through their subsidiary companies, held at least a 5% voting interest at the Company's General Meeting of Shareholders were as follows: Equity interest Number of shares and voting interest Name of shareholder and votes at GMS at GMS
Asseco Poland 11,611,450 16.29% Adam Góral 8,083,000 11.34% ING OFE (open pension fund) 4,175,420 5.86% CU OFE BPH CU WBK (open pension fund) 4,000,000 5.61% ING TFI SA 4,000,000 5.61% Pioneer TFI (investment funds) 4,096,540 5.75% Other shareholders 35,326,570 49.55% 71,292,980 100.00%
As at 30 June 2008, the share capital of Asseco Poland SA amounted to PLN 71,292,980 and it was divided into 71,292,980 ordinary shares with a par value of PLN 1.00 each, which entitled to 71,292,980 votes at the General Meeting of Shareholders of Asseco Poland SA. To the best knowledge of the Company's Management Board, as at the date of publication of these financial statements, i.e. on 11 August 2008, the Shareholders who either directly or through their subsidiaries held at least 5% of the total votes at the General Meeting of Shareholders were as follows:
15 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
Equity interest Number of shares and voting interest Name of shareholder and votes at GMS at GMS
Asseco Poland 11,611,450 16.29% Adam Góral 8,083,000 11.34% ING OFE (open pension fund) 4,175,420 5.86% CU OFE BPH CU WBK (open pension fund) 4,000,000 5.61% ING TFI SA 4,000,000 5.61% Pioneer TFI (investment funds) 4,096,540 5.75% Other shareholders 35,326,570 49.55% 71,292,980 100.00%
In the period from the balance sheet date till publication of this quarterly report, the shareholders structure changed as follows: Following registration of the merger with Prokom Software SA on 1 April 2008, Asseco Poland SA acquired in total 11,611,450 of its own ordinary bearer shares, which then represented 22,727% of the Company’s share capital, and entitled to 11,611,450 votes or 22,727% voting interest at the Company's General Meeting of Shareholders. Subsequently, both the equity and voting interests of the treasury shares held by Asseco Poland SA dropped to 16.37% as the series F shares, allocated to shareholders of Prokom Software SA under the merger with Asseco Poland SA, were introduced to public trading on 11 April 2008. Whereas, on 18 April 2008 there was registered an increase in the share capital of Asseco Poland SA through issuance of series G shares. As a result the amount of the Company’s share capital reached PLN 71,293 thousand. In consequence, the interest of Asseco Poland SA in its share capital and the total number of votes at the General Meeting of Shareholders dropped further to 16.29%. As the series F shares were entered in the securities accounts maintained by the National Depository for Securities, Mr. Adam Góral’s equity interest as well as voting interest in the Company decreased. After the registration Mr. Adam Góral held 8,083,000 ordinary bearer shares, representing 11.40% in the Company's share capital and entitling to 11.40% of the total votes at the General Meeting of Shareholders. Before the above mentioned registration Mr. Adam Góral held 8,083,000 ordinary bearer shares, which then represented 15.82% of the Company’s share capital and entitled to 15.82% of the total votes at the General Meeting of Shareholders. Afterwards, Mr. Adam Góral’s equity and voting interests in Asseco Poland SA dropped further from 11.40% to 11.34% as the Company’s share capital increase was registered.
16 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
Changes in the numbers of Asseco Poland SA shares held by the Company's management and supervisory staff Number of shares Supervisory Board Members as at 11 August 2008 as at 30 June 2008 as at 31 December 2007 Jacek Duch 17,505 17,505 Jarosław Adamski Bo Denysyk n/a Dariusz Górka n/a n/a Stanisław Janiszewski n/a n/a 1,600 Grzegorz Maciąg n/a n/a Piotr Mondalski n/a n/a Adam Noga Andrzej Szukalski n/a
Number of shares Management Board Members as at 11 August 2008 as at 30 June 2008 as at 31 December 2007 Adam Góral 8,083,000 8,083,000 8,083,000 Przemysław Borzestowski Tadeusz Dyrga 19,532 19,532 n/a Piotr Jeleński Krzysztof Kardaś n/a Marek Panek Zbigniew Pomianek Adam Rusinek Włodzimierz Serwiński n/a Przemysław Sęczkowski Robert Smułkowski 2,212 2,212 1,955
Employment 6 months ended 6 months ended Average Group workforce in the reporting period 30 June 2008 30 June 2007 (unaudited) (unaudited) Management Board of the Parent Company 9 7 Management Boards of the Group companies 156 42 Production departments 4,605 1,855 Maintenance departments 992 620 Sales departments 599 243 Administration departments 892 394 Other departments 86 Total 7,338 3,161
30 June 2008 31 December 2007 The Group workforce as at (unaudited) (audited) Management Board of the Parent Company 11 8 Management Boards of the Group companies 158 105 Production departments 5,159 2,747 Maintenance departments 1,010 705 Sales departments 619 391 Administration departments 1,029 488 Other departments 119 165 8,105 4,609
17 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
30 June 2008 31 December 2007 Numbers of employees in the Group companies as at (unaudited) (audited)
Asseco Poland SA 2,246 1,135 Asseco Slovakia Group 1,943 1,785 Asseco Systems SA 247 263 Asseco Business Solutions SA 673 641 Asseco South Eastern Europe SA (former Asseco Adria SA) 1 1 Asseco Germany SA 1 1 ZUI Novum Sp. z o.o. 43 41 Koma Nord Sp. z o.o. 10 9 Sawan SA 0 0 ADH Soft Sp. z o.o. 31 26 Antegra d.o.o. 118 0 FIBA Software S.r.l. 28 25 Net Consulting S.r.l. 142 125 Gladstone Consulting Ltd. 1 1 Bezpieczeństwo.pl Sp. z o.o. 0 0 AP Automation + Productivity Group 127 105 Sintagma UAB Sp. z o.o. 130 124 Pexim Group 385 325 Arbor d.o.o. 39 0 Matrix42 A.G. 129 0 Asseco Romania SA 0 2 Logos d.o.o. 41 0 Pexim Cardinfo d.o.o. 79 0 Combidata Poland Sp. z o.o. 305 0 ABG Group 1,386 0 Total 8,105 4,609
As at 30 June 2008, the Asseco Group employed 8,105 persons. The Group's headcount increased substantially as compared with that of 31 December 2007. Above all this resulted from incorporation of new undertakings into the Asseco Group during the first half of 2008, in particular the former Group of Prokom Software SA. General Meeting of Shareholders held in the 2 nd quarter of 2008 The Ordinary General Meeting of Shareholders, which was held on 5 June 2008, passed resolutions on approving the financial statements for 2007, on distribution of the net profit and payment of a dividend, on approving the report on business operations of the company Asseco Poland and the Asseco Group, as well as resolutions on approving performance of duties by members of the Management Board and Supervisory Board of Asseco Poland. Furthermore the General Meeting adopted resolutions on approving the financial statements for 2007 and the report on business operations of the company Prokom Software and the Prokom Software Group, as well as resolutions on approving performance of duties by members of the Management Board and Supervisory Board of Prokom Software. There was also passed a resolution on amending the Articles of Association of Asseco with regard to conditional increase of the share capital. /Current report no. 58/2008 of 6 June 2008/
18 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
Merger with Prokom Software SA The essential objective of the Merger between Asseco Poland SA and Prokom Software SA was to establish the strongest IT company in this region of Europe. The Merger enhanced the potential of the merging companies by significantly improving their ability to compete in the local and European markets. It should also contribute to better quality of products and services offered by both the companies. The concentration of capital following the Merger created new opportunities in the area of developing proprietary IT products and will help to expand the product portfolio and the customer base. These benefits of the Merger will also contribute to improving the financial stability of business operations and creating higher value for shareholders of both the merging companies. The merger process has been already initiated in September 2007, when Asseco Poland SA concluded with Prokom Software SA a memorandum of understanding on the merger in which the preliminary terms of transaction were determined. Subsequently, on 29 September 2007 Asseco Poland SA concluded with Prokom Investments SA and Mr. Ryszard Krauze a conditional agreement for acquisition of 2,985,474 shares of Prokom, with a par value of PLN 1 each, for the total amount of PLN 580,000 thousand. The subject of the above mentioned transaction were all Prokom shares that were owned by Mr. Ryszard Krauze and Prokom Investments SA at the agreement effective date, represented 21.49% of the share capital of Prokom and entitled to 23.69% of total votes at the Prokom's General Meeting of Shareholders. The agreement was executed step by step; the shares were acquired in four tranches with the final one being transferred on 19 February 2008. The plan of merger between Asseco Poland SA and Prokom Software SA was agreed upon and signed on 29 November 2007. The plan was audited and opinioned without reservations by an independent certified auditor. Another stage of the merger process was reached on 22 January 2008 when the Polish Office of Competition and Consumer Protection, having conducted an antimonopoly proceeding, granted permission to effect the concentration by merger of Asseco Poland SA with Prokom Software SA. On 1 April 2008 the District Court in Rzeszów, XII Commercial Department of the National Court Register, made an entry in the register of entrepreneurs of the Company's merger with Prokom Software SA seated in Warsaw, entered in the register of entrepreneurs of the National Court Register under the number KRS 0000041559. The Merger was executed pursuant to article 492 § 1 item 1 of the Polish Commercial Companies Code, this is by transferring all the assets of Prokom Software SA to the Company in exchange for the Company's shares which were assigned to existing shareholders of Prokom Software SA. The shares of Asseco Poland SA were assigned to Prokom shareholders proportionally to the numbers of shares owned in the acquired company, applying the exchange parity of 1.82 shares for 1 share of Prokom Software SA. In connection with registration of the merger, the Company's share capital was increased by the amount of PLN 19,848 thousand, through issuance of 19,847,748 ordinary bearer shares of series F (the "Merger Shares"), with a par value of PLN 1.00 each, which were assigned to the then existing shareholders of the acquired company. On 11 April 2008 those shares were introduced to public trading on the main market of the Warsaw Stock Exchange. Concurrently with issuance of the Merger Shares, on 18 April 2008 the Asseco’s share capital was raised by the amount of PLN 357 thousand through issuance of 356,515 ordinary bearer shares of series G with a par value of PLN 1.00 each. The right to acquire the series G shares was vested exclusively in the Preferred Shareholders of Prokom, who were the company Nihonswi AG of Switzerland and Mr. Krzysztof Wilski. The first quotation of series G shares took place on 28 April 2008.
Merger with ABG SA On 29 May 2008 the Management Boards of Asseco and ABG signed the Merger Plan. Thereby the merging companies committed themselves to call the General Meetings of Shareholders in order to approve the Merger Plan agreed between their Management Boards until 1 October 2008. The Company's General Meeting of Shareholders that is expected to approve the Merger will be held on 14 August 2008.
19 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
The Merger Plan was audited by an independent certified auditor with regard to its accuracy and reliability. On 29 May 2008 the certified auditors issued an opinion in which they stated that (i) the ratio of exchange of ABG shares for Asseco shares has been determined properly on the basis of valuations of the merging companies; (ii) the methods applied for valuation of the merging companies have been legitimate; and (iii) the Merger Plan has been prepared correctly and accurately. The companies' merger shall be effected by increasing the share capital of Asseco Poland SA by the amount not higher than PLN 9,364,371 through issuance of maximum 9,364,371 shares of series H of Asseco Poland SA, with a par value of PLN 1 each. The Merger Shares will be allotted to shareholders of ABG through the National Depository for Securities (the "NDS"), proportionally to the number of ABG shares owned on the reference date as indicated to the NDS by the Management Board of Asseco. The reference date may not fall later than on the seventh business day following the date of registration of the Merger, unless applicable laws or internal regulations of the NDS require a different date to be set. The number of shares assignable to each shareholder of ABG shall be the product of multiplying the Exchange Ratio (i.e. 0.099 meaning 0.099 of Merger Share for 1 (one) share of ABG) and the number of shares held by particular shareholders on the reference date. The product of such multiplication shall be rounded down to the nearest integer. The Exchange Ratio has been determined on the basis of valuation of both the companies by the DCF method and taking into account the relation between the market prices of Asseco and ABG in the period before signing the memorandum of understanding on the merger on 29 May 2008.
Subsequently to the merger, there will be established strong competence centres within the Group. This will give an opportunity to eliminate the areas of potential mutual competition among the Group companies which will focus on their very specializations. Sharing of resources among the Group companies as well as streamlining of its organizational and competence structure will result in achievement of considerable cost synergies, expanding the product portfolio and shall boost the Group's competitiveness.
Basis for Preparation of Condensed Consolidated Financial Statements The condensed consolidated financial statements were prepared in accordance with the historical cost principle, except for derivative financial instruments and financial assets available for sale valued at their fair value. The currency of the condensed consolidated financial statements is zloty (PLN), and all the figures are presented in thousands of zlotys (PLN ’000), unless stated otherwise. These condensed consolidated financial statements were prepared on the going concern basis. It was assumed that the Parent Company as well as its subsidiary companies will continue their business activities in the foreseeable future. Till the date of approving these financial statements, there have been observed no circumstances indicating a threat to continuing business activities by the Group. Compliance Statement These condensed consolidated financial statements were prepared in compliance with the International Financial Reporting Standards ("IFRS") adopted by the European Union, and in particular in accordance with the International Accounting Standard ("IAS") 34. IFRS include standards and interpretations accepted by the International Accounting Standards Board ("IASB") and the International Financial Reporting Interpretations Committee ("IFRIC"). The Group is reporting under IFRS applicable to financial statements for the fiscal years started after 1 January 2006. As at the date of approving publication of these financial statements, given the ongoing process of implementing the IFRS standards in the EU as well as the Group's operations, in the scope of accounting principles applied by the Group there is no difference between the IFRS that came into force and the IFRS approved by the European Union. Some of the Group's companies maintain their accounting books in accordance with the accounting policy (principles) set forth in the Polish Accounting Act of 29 September 1994 (the "Act") and the provisions issued thereunder (the "Polish Accounting Standards"), or according local regulations in force in their countries of residence. The condensed consolidated financial statements include
20 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise adjustments not disclosed in the accounting books of the Group's companies, which were introduced to adjust the financial statements of those companies to the IFRS. The accounting policy (principles) applied in preparing these condensed consolidated financial statements are presented in the full annual consolidated financial statements for the year ended 31 December 2007, which was published on 22 April 2008. These condensed consolidated financial statements should be read together with the said full annual consolidated financial statements of the Asseco Group for the year ended 31 December 2007. Estimates Preparing condensed consolidated financial statements in accordance with IFRS requires making estimates and assumptions which impact the data disclosed in such financial statements. Despite the estimates and assumptions have been adopted based on the Group's management best knowledge on the current activities and occurrences, the actual results may differ from those anticipated. Changes in presentation of figures for the 2 nd quarter of 2008 None. Corrections of material errors of prior periods None.
21 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Breakdown of sales revenues
6 months ended 3 months ended 6 months ended 3 months ended 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited)
Proprietary software and services 603,007 419,486 199,924 110,275 Third party software and services 236,206 119,548 89,583 49,983 Computer hardware and infrastructure 235,135 170,495 115,236 84,664 Outsourcing 44,879 20,008 61,683 29,198 IT telecommunications 37,907 19,322 34,945 18,713 Other sales 11,165 4,835 466 (757) 1,168,298 753,694 501,837 292,076
In the second quarter of 2008, the Group's revenues from sale of proprietary software and services surged by 280% from the level achieved in Q2 2007. Such favourable tendency resulted chiefly from incorporation of new companies into the Group. Whereas, sales of third party software and services increased by 139% as compared to those generated in the corresponding quarter of 2007. Concurrently, the share of such sales in total turnover dropped from 17% to 16%. Revenues from sale of computer hardware and infrastructure increased by 101% from the level observed in Q2 2007. Whereas, sales of outsourcing services fell by 31% in Q2 2008 from the year ago level. All the above mentioned changes were driven mainly by incorporation of new companies as well as modification of the Group organizational structure.
2. Breakdown of operating costs
6 months ended 3 months ended 6 months ended 3 months ended 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited)
Materials and energy used ( ) (41,431) (33,780) (15,105) (10,304) Third party work ( ) (265,609) (175,177) (154,601) (84,306) Salaries ( ) (271,518) (171,951) (118,525) (65,181) Employee benefits ( ) (55,249) (34,869) (16,671) (8,685) Depreciation and amortization ( ) (45,245) (33,575) (14,530) (7,054) Taxes and charges ( ) (3,630) (2,803) (981) (534) Business trips ( ) (11,941) (7,972) (3,553) (2,026) Other ( ) (11,784) (3,876) (6,084) (7,360) Cost of hardware and software purchased (37,186) (33,542) (96,807) (66,121) for implementation of IT systems ( ) Total (743,593) (497,545) (426,857) (10,304)
Changes in inventories, products and 2,127 4,649 (108) 1,400 deferred expenses Selling expenses ( ) (88,148) (48,955) (33,404) (20,602) General administrative expenses ( ) (114,661) (71,964) (44,413) (22,453) Cost of products, merchandise and (542,911) (381,274) (349,040) (210,024) materials sold ( )
In Q2 2008 operating costs increased by 98% over the year ago level, still the Group was able to achieve even higher gross margin as sales revenues grew by 158%.
22 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
3. Financial income and expenses
6 months 3 months 6 months 3 months ended ended ended ended
Financial income 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited)
Interest income on loans granted, debt securities 6,889 5,105 3,744 1,493 and bank deposits Other interest income 2,171 1,965 2,520 694 Gain on foreign exchange differences 20,722 16,443 1,562 918 Gain on disposal of other capital investments 1,427 1,206 Gain on valuation of capital investments 133 133 0 0 Other financial income 949 7 1,384 1,382 Financial income (at historical value) 32,291 24,859 9,210 4,487 Gain on change in fair value of embedded currency 8,517 3,831 3,537 (220) derivatives Gain on exercise of currency forward contracts 24,359 18,191 13,685 10,257 Gain on change in fair value of currency forward 8,252 6,312 contracts Other 34,187 34,187 Total financial income 107,606 87,380 26,432 14,524
6 months 3 months 6 months 3 months ended ended ended ended Financial expenses 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited)
Interest expense on bank credits and current (14,334) (7,536) (1,048) (335) account credits ( ) Other interest expenses ( ) (7,125) (5,770) (2,418) (1,141) Interest on short term commercial papers ( ) (551) (550) (4) (4) Loss on foreign exchange differences ( ) (44,440) (30,220) (14,468) (8,723) Loss on valuation of capital investments (11,581) (11,581) Other financial expenses ( ) 326 (586) (590) (583) Financial expenses (at historical cost) (77,705) (56,243) (18,528) (10,786) Loss on change in fair value of embedded currency (426) 1,002 0 0 derivatives ( ) Loss on change in fair value of currency forward (3,502) (2,315) (4,582) 1,350 contracts ( ) Loss on change in fair value of embedded currency (4,303) (4,147) derivatives Total financial expenses (85,936) (61,703) (23,110) (9,436)
In Q2 2008, just as in the analogous period of 2007, the Group held a number of concluded forward contracts for purchase or sale of foreign currencies, among others EUR and USD. In Q2 2008, by virtue of valuation of forward contracts the Group's financial income increased by PLN 6,312 thousand while in Q2 2007 valuation of forward contracts contributed PLN 1,350 thousand of financial income. As in the corresponding period of the prior year, also in Q2 2008 the Group held a number of embedded derivatives under the concluded commercial agreements denominated in EUR or USD. In the period reported, due to valuation of embedded financial derivatives the Group’s financial income increased by the amount of PLN 3,831 thousand and its financial expenses decreased by PLN 1,002 thousand. Whereas, in Q2 2007 valuation of embedded derivatives resulted in a decrease of the Group’s financial income by PLN 220 thousand.
23 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
4. Consolidation goodwill
30 June 2008 31 December 2007 (unaudited) (audited)
Gladstone Consulting Ltd 33,772 43,816 Asseco Systems SA 14,224 14,224 Companies of the Asseco Slovakia Group 243,208 129,084 Asseco Business Solutions SA 2,372 2,575 Sawan SA 2,714 2,714 ZUI Novum Sp. z o.o 262 262 FIBA Software S.r.l. 33,053 37,876 Net Consulting S.r.l. 46,746 52,830 ADH Soft Sp. z o.o. 4,224 4,225 AP Automation + Productivity Group 60,774 67,792 Sintagma UAB Sp. z o.o. 48,446 50,496 Anica System SA 91,667 43,723 Pexim Group 121,705 117,734 Arbor Informatika d.o.o. 48,566 Matrix42 A.G. 77,656 Logos d.o.o. 55,360 Antegra d.o.o. 31,793 Pexim Cardinfo d.o.o. 63,783 ABG Group 60,109 1,040,434 567,351
In Q2 2008 the Group recognized the following changes in goodwill from consolidation:
Acquisition of shares in Logos d.o.o.
On 20 December 2007 Asseco South Eastern Europe SA concluded an agreement for acquisition of a 60% stake in Logos d.o.o. based in Croatia. As at 30 June 2008, the goodwill arising from the purchase of shares in Logos d.o.o. amounted to PLN 22,782 thousand and it was recognized on the basis of provisional values of identifiable assets, liabilities and contingent liabilities. This is an initial allocation only, the final determination of fair value of net assets is being prepared, hence the goodwill disclosed as at the balance sheet date may be subject to change. The provisional values of identifiable assets and liabilities as at the acquisition date were as follows:
Provisional value
as at the acquisition date Fixed assets 823 Property, plant and equipment 729 Intangible assets 4 Other fixed assets 90 Current assets 3,532 Inventories 82 Receivables 2,409 Cash and short term deposits 1,035 Other assets 6 TOTAL ASSETS 4,355
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Shareholders' equity 2,304 Liabilities and reserves 2,051 Liabilities 1,467 Other liabilities 584 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 4,355
Net value of assets 2,304 Percentage of net assets purchased 60% Net value of assets purchased 1,382 Purchase price 25,118
Goodwill as at the acquisition date 23,736 Foreign currency differences on translation of goodwill (954) at the balance sheet date Goodwill as at 30 June 2008 22,782
Acquisition of shares in Pexim Cardinfo d.o.o.
On 6 May 2008 Asseco South Eastern Europe SA concluded an agreement for acquisition of 60% of shares in the company Pexim Cardinfo d.o.o. with the seat in Belgrade. As at 30 June 2008, the goodwill arising from the purchase of shares in Pexim Cardinfo d.o.o. amounted to PLN 27,176 thousand and it was recognized on the basis of provisional values of identifiable assets, liabilities and contingent liabilities. This is an initial allocation only, the final determination of fair value of net assets is being prepared, hence the goodwill disclosed as at the balance sheet date may be subject to change. The provisional values of identifiable assets and liabilities as at the acquisition date were as follows:
Provisional value
as at the acquisition date Fixed assets 807 Property, plant and equipment 786 Intangible assets 21 Current assets 16,506 Inventories 3,986 Receivables 8,246 Cash and short term deposits 4,274 TOTAL ASSETS 17,313
Shareholders' equity 5,011 Liabilities and reserves 12,302 Liabilities 12,215 Other liabilities 87 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 17,313
Net value of assets 5,011 Percentage of net assets purchased 60% Net value of assets purchased 3,007 Purchase price 31,043
Goodwill as at the acquisition date 28,036 Foreign currency differences on translation of goodwill (860) at the balance sheet date Goodwill as at 30 June 2008 27,176
25 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
Acquisition of shares in Antegra d.o.o.
On 21 May 2008 Asseco South Eastern Europe SA concluded an agreement for acquisition of a 70% stake in Antegra d.o.o. based in Serbia. As at 30 June 2008, the goodwill arising from the purchase of shares in Antegra d.o.o. amounted to PLN 18,097 thousand and it was recognized on the basis of provisional values of identifiable assets, liabilities and contingent liabilities. This is an initial allocation only, the final determination of fair value of net assets is being prepared, hence the goodwill disclosed as at the balance sheet date may be subject to change. The provisional values of identifiable assets and liabilities as at the acquisition date were as follows:
Provisional value
as at the acquisition date Fixed assets 3,801 Property, plant and equipment 3,497 Intangible assets 139 Consolidation goodwill 84 Other fixed assets 81 Current assets 5,859 Receivables 2,250 Cash and short term deposits 3,453 Other assets 156 TOTAL ASSETS 9,660
Shareholders' equity 1,706 Liabilities and reserves 7,954 Bank credits and loans 1,828 Liabilities 5,690 Other liabilities 436 TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 9,660
Net value of assets 1,706 Percentage of net assets purchased 70% Net value of assets purchased 1,194 Purchase price 19,424
Goodwill as at the acquisition date 18,230 Foreign currency differences on translation of goodwill (133) at the balance sheet date Goodwill as at 30 June 2008 18,097
Acquisition of further shares in LCS International a.s. On 22 April 2008 Asseco Slovakia signed the share transfer protocols under which the company acquired 86,629 shares in LCS International a.s. The sellers were 10 natural persons, shareholders of LCS International. Those persons the made an offer to Asseco Slovakia to buy the above mentioned shares in order to exercise their put options. The put options were written for the shareholders of LCS International on 4 May 2007 along with the principal agreement for acquisition of 55.03% of shares in LCS International. Whereas, the shares purchased on 22 April 2008 represent 40.75% of the share capital and the same voting interest at the general meeting of LCS International. For determination of goodwill the company took into account the acquisition related cost of PLN 11,384 thousand. The fair values of identifiable assets and liabilities as at the acquisition date are provided below:
26 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
Fair value as at the acquisition date Assets acquired Property, plant and equipment 1,052 Intangible assets 618 Inventories 28 Receivables 5,593 Deferred income tax assets 422 Cash and cash equivalents 5,033 Other assets 210 Total assets 12,955
Liabilities acquired Liabilities 7,121 Reserves 439 Total liabilities 7,560
Net fair value of assets 5,396 Percentage of share capital purchased 40.75% Net fair value of assets purchased 2,199 Purchase price 11,384
Goodwill 9,186
Acquisition of the company CATV Tekov, s.r.o. On 5 March 2008 Slovanet a.s., a subsidiary of Asseco Slovakia, acquired 100% of shares in the company CATV Tekov, s.r.o. For determination of goodwill the company took into account the acquisition related cost of PLN 2,019 thousand. Due to a change in fair values of assets and liabilities as at the acquisition date, the initial determination of goodwill as at the acquisition date has been revised. The fair values of identifiable assets and liabilities as at the acquisition date are provided below: Fair value as at the acquisition date Assets acquired Property, plant and equipment 1,143 Intangible assets 2,015 Inventories 5 Receivables 58 Cash and cash equivalents Total assets 3,221
Liabilities acquired Liabilities 238 Deferred income tax reserve 587 Total liabilities 825
Net fair value of assets 2,396 Percentage of share capital purchased 100.00% Net fair value of assets purchased 2,396 Purchase price 2,019
Negative goodwill (377)
Negative goodwill is recognized as financial income.
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Acquisition of the company MICRONET, a.s. On 12 June 2008 Slovanet a.s., a subsidiary of Asseco Slovakia, acquired 100% of shares in the company MICRONET, a.s. For determination of goodwill the company took into account the acquisition related cost of PLN 3,826 thousand. Goodwill arising from this acquisition may be reassessed following any change in the purchase cost. The fair values of identifiable assets and liabilities of MICRONET, a.s. as at the acquisition date are provided below:
Fair value as at the acquisition date Assets acquired Property, plant and equipment 3,631 Intangible assets 2,303 Inventories 179 Receivables 368 Cash and cash equivalents 48 Total assets 6,529
Liabilities acquired Bank credits and loans 124 Liabilities 2,198 Deferred income tax reserve 644 Other liabilities unearned revenues 146 Total liabilities 3,112
Net fair value of assets 3,417 Percentage of share capital purchased 100.00% Net fair value of assets purchased 3,417 Purchase price 3,826
Goodwill 409
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5. Financial assets held to maturity
30 June 2008 31 December 2007
(unaudited) (audited) Long term Bonds 1,302 394 1302 394
30 June 2008 31 December 2007
(unaudited) (audited) Short term Bonds 95,502 10,628 Cash deposits 42 5,040 Other items 47 95,591 15,668
A considerable portion of the Group's spare cash is invested in highly liquid corporate bonds and Treasury bonds as they are a better alternative than bank deposits considering the expected yields and the level of risk involved. These bonds are valued using the amortized cost method.
6. Financial assets carried at fair value
30 June 2008 31 December 2007
(unaudited) (audited) Long term Treasury bonds 231 240 Financial instruments embedded in trade contracts 197 551 428 791
30 June 2008 31 December 2007 (unaudited) (audited) Short term Treasury bonds 53 53 Forward contracts for purchase of EUR and USD 78,860 70,100 Financial instruments embedded in trade contracts 1,299 962 Managed portfolio 4,095 Other 53 77 84,360 71,192
As at 30 June 2008, the Parent Company held a number of concluded forward transactions for purchase or sale of foreign currencies (mostly EUR and USD). These instruments are valued at fair value at each balance sheet date. As at 30 June 2008 the valuation of concluded forward transactions equalled PLN 78,860 thousand; whereas, as at 31 December 2007 it amounted to PLN 70,100 thousand.
29 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
7. Financial liabilities
30 June 2008 31 December 2007 (unaudited) (audited) Long term Financial instruments embedded in trade contracts 50,919 74,264
Liability due to acquisition of shares in Gladstone Consulting Ltd 18,228 Liability due to acquisition of shares in Pexim d.o.o. 75,503 79,417 Liability due to acquisition of shares in FIBA 15,429 16,228 Liability due to acquisition of shares in Net Consulting 23,521 24,740 Liability due to acquisition of shares in AP AG 23,087 24,283 Liability due to acquisition of shares in Sintagma UAB Sp. z o.o. 37,283 39,215
Liability due to acquisition of shares in Arbor Informatika d.o.o. 15,275 Liability due to acquisition of shares in Logos d.o.o. 33,742
Liability due to acquisition of shares in Pexim Cardinfo d.o.o. 38,753 Liability due to acquisition of shares in Antegra d.o.o. 14,360 Liability due to acquisition of shares in UniQuare Software 54,857 Development GmbH Finance lease commitments 120,449 7,098 503,178 283,473
30 June 2008 31 December 2007 (unaudited) (audited) Short term Financial instruments embedded in trade contracts 75,457 55,322 Liability due to dividend payment 25,997 Finance lease commitments 25,264 3,872 Liability due to acquisition of shares in Gladstone Consulting Ltd 16,190 Liability due to acquisition of shares in LCS 11,526 Liability due to unpaid shares 19,978 Liabilities due to future payments for shares in acquired companies 60,178 Other 27 306 162,913 131,204
As at 30 June 2008 the Group held a number of embedded financial derivatives. They are related chiefly to the concluded implementation contracts, under which the payments are denominated in EUR or USD. As at 30 June 2008, liabilities due to embedded currency derivatives amounted to PLN 126,376 thousand, whereas such assets equalled PLN 1,496 thousand. As at 31 December 2007, the derivative related liabilities amounted to PLN 129,586 thousand, while the assets equalled PLN 1,513 thousand. As at 31 December 2005 the Group reported a financial liability in the amount of PLN 23,940 thousand, which reflected the estimated present value of the future payment for the remaining 49% stake of shares in Gladstone. The above liability has been presented at fair (discounted) value and accounted for under the amortized cost method. The average discount rate applied to this liability as at 30 June 2008 equalled ca. 4.14%. As at 30 June 2008, such liability amounted to PLN 16,190 thousand, while as at 31 December 2007 it was PLN 18,228 thousand. The Group agreed to write stock put options to minority shareholders of the acquired companies, namely UAB Sintagma, Pexim d.o.o., AP Automation + Productivity AG, NetConsulting S.r.l., FIBA S.r.l., Arbor Informatika d.o.o., Logos d.o.o., Pexim Cardinfo d.o.o., Antegra d.o.o., and UNIQUARE Software Development GmbH. Hence, the Group assumed some contingent financial liabilities towards those parties. Such liabilities correspond to the estimated present value of future payments for the additional stakes of shares in the above mentioned companies. Determination of fair value of liabilities resulting from the possible exercise of stock put options was based on the following assumptions. The Group assumes the stock put options will be exercised by all the minority shareholders, and in consequence the Group will become the owner of 100% of shares in every company mentioned above. Each of the
30 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise concluded stock option agreements stipulates that the future payment shall be equal to the amount of audited net profit for certain known period of time preceding the option exercise date, multiplied by a predefined fixed rate. Net profit assumed for determining the amount of liability is derived from the shareholders agreement, under which the company management is obliged to achieve sufficient growth of net earnings. All the liabilities originally denominated in foreign currencies have been restated in Polish zlotys at the exchange rate established by the National Bank of Poland on 30 June 2008. Total exposure of the Group to such stock option liabilities comes to PLN 331,810 thousand, of which:
Earliest stock option Name of company exercise date Assumptions concerning net earnings as per the agreement AP Automation + Net profit achieved for the year preceding 2010 01 01 Productivity AG the exercise of the stock option Average net profit achieved for 2 years preceding Pexim d.o.o. 2011 01 01 the exercise of the stock option Average net profit achieved for 2 years preceding Net Consulting S.r.l 2011 01 01 the exercise of the stock option Average net profit achieved for 2 years preceding FIBA S.r.l. 2011 01 01 the exercise of the stock option UNiQUARE Software Average net profit achieved for 2 years preceding 2011 01 01 Development GmbH the exercise of the stock option Net profit achieved for the year preceding Sintagma UAB Sp. z o.o. 2011 04 30 the exercise of the stock option Net profit achieved for the year preceding Arbor Informatika d.o.o. 2012 01 01 the exercise of the stock option Net profit achieved for the year preceding Logos d.o.o. 2009 07 01 the exercise of the stock option Net profit achieved for the year preceding Logos d.o.o. 2011 01 01 the exercise of the stock option Average net profit achieved for 2 years preceding Pexim Cardinfo d.o.o. 2011 01 01 the exercise of the stock option Average net profit achieved for 2 years preceding Antegra d.o.o. 2011 01 01 the exercise of the stock option
31 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
8. Long term and short term interest bearing bank credits and debt securities issued
Maximum debt Maximum debt as at Date of 31 December Short term Name of entity Effective interest rate % 30 June 2008 as at 30 June 2008 31 December 2007 maturity 2007
PLN ’000 PLN ’000 PLN ’000 PLN ’000 Current account credit Deutsche Bank 30,000 30,000 WIBOR 3M + margin 2008 08 29 8,293 Current account credit Raiffeisen Bank SA 90,000 10,000 WIBOR 1W + margin 2008 09 30 4,126 Current account credit BRE Bank SA 85,000 WIBOR O/N + margin 2008 09 30 10,119 Current account credit Pekao S.A. [BPH] 100,000 WIBOR 1M + margin 2009 05 18 7,547 Current account credit PKO BP SA (1 100,000 100,000 WIBOR 1M + margin 2010 10 03 11,183 Current account credit ING Bank Śląski SA 10,000 10,000 WIBOR 1M + margin not specified Current account credit Bank Handlowy Citibank 2,000 2,000 WIBOR 1M + margin 2008 12 31 Current account credit BPH 2,000 2,000 WIBOR 1M + margin 2008 12 31 Current account credit Millennium SA 10,000 10,000 WIBOR 1M + margin 2009 04 13 4,999 412 Current account credit RB Poland 10,000 WIBOR 1W + margin 2008 10 31 6,320 Current account credit Bank PEKAO SA 10,000 WIBOR 1M + margin 2008 07 31 8,060 Current account credit Millennium SA 15,000 WIBOR 1M + margin not specified Current account credit BRE Bank SA 10,000 WIBOR 1M + margin not specified Current account credit RB SA 600 WIBOR 1W + margin not specified 461 Current account credit Bank PEKAO SA 2,500 WIBOR 1M + margin 2009 03 31 1,661 Current account credit BW Bank 5,182 6,089 8.75% not specified 5,831 5,720 Current account credit Commerzbank 4,689 5,015 12.00% not specified 4,689 4,764 Current account credit BancPost 869 944 EURIBOR + margin not specified 944 Current account credit AB SEB Bank 2,429 1,556 VILIIBOR 6M + margin 2009 04 16 Current account credit ČSOB 5,550 n/a BRIBOR + margin 2009 05 30 4,368 n/a Current account credit ČSOB 333 213 BRIBOR 1W + margin not specified 329 164 Current account credit UniCredit 1,400 1,348 7.68% 2008 12 15 1,388 1,006 Current account credit UniCredit 1,155 1,460 5.30% 2009 06 30 423 447 Current account credit HVB Czech Republic 7,000 n/a PRIBOR O/N + margin not specified n/a Current account credit ČSOB Czech Republic 2,800 n/a PRIBOR + margin not specified Current account credit Tatra banka 4,551 2,132 BRIBOR + margin not specified Current account credit Tatra banka 14 n/a 13.50% not specified 13 Current account credit Tatra banka 2,132 BRIBOR + margin 2007 11 15 Current account credit Tatra banka 533 BRIBOR + margin 2008 01 31 Current account credit Volksbank 171 19.00% 2008 07 13 513,243 185,422 716,587 79,810 13,457
32 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
Other short term credits: Credit for acquisition of shares in Prokom Software SA from (2 (3 PEKAO SA 580,000 WIBOR 1M + margin 2012 10 01 66,320 Prokom Investments SA and Mr. Ryszard Krauze Investment credit ČSOB (2 12,427 13,271 EURIBOR + margin 2012 12 31 1,896 Investment credit ČSOB Czech Republic (2 16,800 16,176 PRIBOR + margin 2010 12 31 3,505 5,386 Investment credit Tatra banka 33,542 35,820 EURIBOR 1M + margin 2008 09 30 35,820 Investment credit Tatra banka (2 8,875 n/a EURIBOR 3M + margin 2012 12 31 1,871 n/a Investment credit Tatra banka (2 3,627 n/a BRIBOR 1M + margin 2012 12 31 544 n/a Investment credit Tatra banka (2 4,325 n/a BRIBOR 1M + margin 2012 12 31 455 n/a Investment credit Volksbank (2 2,013 n/a EURIBOR 3M + margin 2018 06 23 57 n/a Operating credit facility Nordea Bank Poland 700 n/a WIBOR 1M + margin 2008 08 03 700 n/a Debt securities of ABG BRE Bank SA n/a n/a 6.60% 2008 07 25 15,000 n/a Auto financing credit FCE Bank Poland SA 32 0 10.90% 2008 12 20 32 Loan Comp Safe Support SA 466 0 6.50% 2008 03 31 466 Loan Sparkasse OÖ (2 101 108 4.38% 2010 06 30 29 Loan AXA 305 326 6.19% not specified 305 326 Loan SüdFactoring 0 3,718 8.50% not specified 3,680 3,718 Loan Banca Intesa A.D. n/a 35,820 3.36% 2008 07 17 21 Loan MPI shareholders 457 439 3.00% 2008 12 31 457 439 Loan MPI shareholders 167 n/a 3.00% 2008 12 31 167 n/a Loan Micronet shareholders 111 n/a 0.00% not specified 111 n/a Loan ČSOB Leasing, a.s. (2 19 24 8.10% 2009 09 06 14 24 TOTAL 663,967 105,702 646,984 93,684 47,660
As at 30 June 2008, the total funds available to the Asseco Group under credit facilities opened in current accounts reached approx. PLN 513,243 thousand (vs. PLN 185,422 thousand as at the end of 2007). As at the end of period reported, the Group has drawn PLN 79,809 thousand (vs. PLN 13,457 thousand as at the end of the prior quarter). Liabilities under other short term credits amounted to PLN 93,684 thousand as at 30 June 2008 (vs. PLN 47,659 thousand as 31 December 2007).
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31 December Maximum debt Maximum debt as at 30 June 2008 Long term Name of entity Effective interest rate % Date of maturity 2007 as at 30 June 2008 31 December 2007 PLN ’000 PLN ’000 Other credits: PLN ’000 PLN ’000 Credit for acquisition of shares in Prokom Software SA from (3 PEKAO SA 580,000 580,000 WIBOR 1M + margin 2012 10 01 158,724 186,367 Prokom Investments SA and Mr. Ryszard Krauze Credit facility against accounts Raiffeisen Bank Poland 10,000 n/a WIBOR 1M + margin 2012 12 31 n/a receivable multipurpose SA Investment credit Tatra banka 8,875 BRIBOR 3M + margin 2012 12 31 6,566 7,583 Investment credit ČSOB Czech Republic 16,800 16,176 PRIBOR + margin 2010 12 31 10,514 8,078 Investment credit ČSOB 12,427 EURIBOR + margin 2012 12 31 n/a Investment credit Tatra banka 3,627 n/a BRIBOR 1M + margin 2012 12 31 3,083 n/a Investment credit Tatra banka 4,325 n/a BRIBOR 1M + margin 2012 12 31 3,869 Investment credit Volksbank 2,013 n/a EURIBOR 3M + margin 2018 06 23 1,751 n/a Auto financing credit FCE Bank Poland SA 113 9.70% 2011 01 20 Auto financing credit FCE Bank Poland SA 36 9.65% 2009 01 20 Auto financing credit Pekao SA 44 8.27% 2009 08 22 17 Auto financing credit Pekao SA 45 8.45% 2010 06 08 29 Loan Sparkasse OÖ 106 107 4.38% 2010 06 30 43 Loan ČSOB Leasing, a.s. 19 24 8.10 % 2009 09 06 5 TOTAL 638,430 596,307 184,558 202,071 (1) The indicated date of maturity corresponds to the credit facility expiry date. (2) The stated value represents the short term portion of a long term credit. (3) The credit for acquisition of shares in Prokom Software SA was utilized step by step. During the first quarter 2008 the credit was drawn two times for the total amount of PLN 108,717 thousand; therefore; liabilities under that credit increased from PLN 186,367 thousand as at the end of 2007 to PLN 295,084 thousand as at the end of Q1 2008. During Q2 2008 Asseco Poland did not draw any funds under this credit agreement as the purchase of shares was already settled in Q1 2008. As at the end of June 2008, liabilities du to the credit for acquisition of shares in Prokom Software decreased to PLN 225,044 thousand.
As at 30 June 2008, the Group’s total liabilities under all the credits taken out and debt securities issued aggregated at PLN 358,051 thousand, and it increased from the level of PLN 263,187 thousand reported at 31 December 2007. Such an increase in liabilities resulted from two credit drawings from the Bank PEKAO SA in order to finalize the transaction of acquisition of shares in Prokom Software as well as from incorporation into the Group of companies using external sources of financing. Both in the period reported and in the previous quarter, the margins realized by the lenders to the Asseco Group companies ranged from 0.5% to 5%. In 2007 such margins ranged between 0.5% and 2.8%.
34 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
As at 30 June 2008, tangible fixed assets with the market value of PLN 10,091 thousand, and the book value of PLN 50,738 thousand, served as security for the bank credits taken out. Liabilities under the credits secured with those assets as at 30 June 2008 amounted to PLN 35,462 thousand. As at 31 December 2007, tangible fixed assets with the book value of PLN 4,096 thousand served as security for the bank credits taken out. Liabilities under the credits secured with those assets as at 31 December 2007 amounted to PLN 13,463 thousand. As at 30 June 2008, shares in subsidiary companies with the book value of PLN 85,245 thousand as well as shares in subsidiary companies with the market value of PLN 849,644 thousand served as security for the contracted bank credits, liabilities under which amounted to PLN 317,980 thousand. As at 31 December 2007, shares in subsidiary companies with the book value of PLN 61,834 thousand as well as shares in subsidiary and associated companies with the total market value of PLN 686,625 thousand served as security for the contracted bank credits, liabilities under which amounted to PLN 195,845 thousand. As at 30 June 2008, receivables and future receivables in the amount of PLN 332,110 thousand served as security for the contracted bank credits. Liabilities by virtue of those credits as at 30 June 2008 amounted to PLN 321,347 thousand. As at 31 December 2007, receivables and future receivables in the amount of PLN 183,372 thousand served as security for the contracted bank credits. Liabilities under those credits as at 31 December 2007 amounted to PLN 200,962 thousand. Both as at 30 June 2008 and 31 December 2007, the credits were also secured with a registered pledge on cash receivables gathered on accounts indicated in the credit agreement and subject to the limits specified therein.
35 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
9. Transactions with related companies
Asseco Group sales Asseco Group purchases Asseco Group Asseco Group to related companies from related companies receivables as at liabilities as at in the period of in the period of 6 months 6 months 6 months 6 months Transactions with associated companies 31 December 31 December ended ended ended ended 30 June 2008 30 June 2008 2007 2007 30 June 2008 30 June 2007 30 June 2008 30 June 2007 (unaudited) (audited) (unaudited) (audited) (unaudited) (audited) (unaudited) (audited)
Name of company Prokom Software SA (3) 2,694 14,526 34 4,949 10,663 637 Comp Soft Sp. z o.o. 105 D.Trust Certificana Autorita, a.s. (1) (2) 14 Prvini Certifikacani Autorita, a.s. (1) 532 76 9 39 Comp SA 14 1,151 Postdata SA 9,548 9 24 4,439 1 Combidata Poland Sp. z o.o. Enigma Systemy Ochrony Informacji Sp. z o.o. 2 Safe Computing Sp. z o.o. 22 Prokom Investments SA 112 71 ABG SA (ABG Spin SA, ABG Ster Projekt SA) 12 941 579 SK Galacom Sp. z o.o. 87 253 298 Spin SA 31 29 Combidata Poland Sp. z o.o. 372 292 11 1 2,183 2 13,233 15,125 157 7,185 4,448 13,264 1,350
(1) An associated company of Asseco Slovakia a.s. (2) On 18 March 2008 all the shares held in D.Trust Certifikacna Autorita were sold to an entity from outside the Asseco Group. (3) Figures for the period from 1 January to 1 April 2008.
The above presented transactions with the related companies were executed at arm's length and were carried out as part of the statutory business activities of particular companies of the Asseco Poland Group.
36 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
10. Structure of the Asseco Poland Group
The table below presents the Asseco Group structure along with equity interests and voting interests at the general meetings of shareholders/partners as at 30 June 2008.
Voting interest Equity interest Country of 31 31 registration 30 June 30 June December December 2008 2008 2007 2007 Subsidiary companies ADH Soft Sp. z o.o Poland 55.00% 55.00% 55.00% 55.00% Asseco Business Solutions SA Poland 46.47% 54.27% 46.47% 54.27% Anica System SA Poland 46.47% 32.87% 46.47% 32.87% Asseco Germany SA Poland 93.00% 93.00% 93.00% 93.00% AP Automation + Productivity AG Germany 74.40% 74.40% 74.40% 74.40% AP Automation + Productivity GmbH Austria 55.80% 55.80% 55.80% 55.80% Matrix42 AG Germany 90.70% 0.00% 90.70% 0.00% Matrix42 USA USA 90.70% 0.00% 90.70% 0.00% Asseco Slovakia a.s. Slovakia 40.07% 41.67% 40.07% 41.67% Slovanet a.s. Slovakia 20.44% 21.25% 20.44% 21.25% Kryha spol. s.r.o. Slovakia 10.42% 10.84% 10.42% 10.84% CATV Tekov, s.r.o. Slovakia 20.44% 0.00% 20.44% 0.00% MICRONET a.s. Slovakia 20.44% 0.00% 20.44% 0.00% AXIS a.s. Slovakia 20.44% 0.00% 20.44% 0.00% Datalock a.s. Slovakia 20.45% 21.27% 20.45% 21.27% Datalock Tatry s.r.o. Slovakia 20.45% 12.76% 20.45% 12.76% Datalock Zilina s.r.o. Slovakia 20.45% 21.27% 20.45% 21.27% Datalock Puchov s.r.o. Slovakia 12.47% 12.97% 12.47% 12.97% Axera, s.r.o. Slovakia 8.18% 0.00% 8.18% 0.00% MPI Slovakia s.r.o. Slovakia 20.44% 21.25% 20.44% 21.25% Disig a.s. Slovakia 20.44% 21.25% 20.44% 21.25% Asseco Czech Republic a.s. (1) Czech Republic 40.07% 42.92% 40.07% 42.92% LCS International a.s. Czech Republic 38.38% 13.09% 38.38% 13.09% LCS Slovensko Slovakia 38.38% 13.09% 38.38% 13.09% LCS Deutschland Germany 38.38% 13.09% 38.38% 13.09% Berit a.s. Czech Republic 22.21% 13.18% 22.25% 13.18% Berit Services s.r.o. Czech Republic 22.21% 13.18% 22.25% 13.18% Berit AG Switzerland 22.21% 13.18% 22.25% 13.18% Berit GmbH Germany 22.21% 13.18% 22.25% 13.18% UNiQUARE Software Development GmbH Austria 24.04% 25.00% 24.04% 25.00% UNiQUARE Ukraine Ukraine 23.80% 24.75% 23.80% 24.75% Asseco Systems SA Poland 100.00% 100.00% 100.00% 100.00% Koma Nord Sp. z o.o. Poland 100.00% 100.00% 100.00% 100.00% bezpieczeństwo.pl Sp. z o.o. Poland 100.00% 100.00% 100.00% 100.00% Bielpolsoft j.v. Belarus 85.00% 85.00% 85.00% 85.00% Gladstone Consulting Limited (2) Cyprus 51.00% 51.00% 51.00% 51.00% Asseco Romania SA (3) Poland 0.00% 93.00% 0.00% 93.00% Asseco South Eastern Europe SA (4) Poland 93.00% 93.00% 93.00% 93.00% FIBA Software S.r.l. Romania 65.10% 65.10% 65.10% 65.10% Net Consulting S.r.l. Romania 65.10% 65.10% 65.10% 65.10% Pexim d.o.o. Serbia 55.80% 55.80% 55.80% 55.80% Pexim DOOEL Macedonia 55.80% 55.80% 55.80% 55.80% Pexim Solution o.o.d. Bulgaria 28.46% 28.46% 28.46% 28.46%
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Bosnia & Pexim Solution d.o.o. 55.80% 55.80% 55.80% 55.80% Herzegovina E mon Montenegro 36.27% 36.27% 36.27% 36.27% Pexim Content Management Solution d.o.o. Serbia 50.22% 50.22% 50.22% 50.22% eMS d.o.o. Serbia 50.22% 50.22% 50.22% 50.22% Pexim Cardinfo d.o.o. Serbia 55.80% 0.00% 55.80% 0.00% Cardinfo Montenegro d.o.o. Montenegro 55.80% 0.00% 55.80% 0.00% SIMT Cardinfo d.o.o. Slovenia 27.90% 0.00% 27.90% 0.00% Antegra d.o.o. Serbia 65.10% 0.00% 65.10% 0.00%
Bosnia & Ibis a.d. 65.10% 0.00% 65.10% 0.00% Herzegovina Arbor Informatika d.o.o. Croatia 65.10% 0.00% 65.10% 0.00% Logos d.o.o. Croatia 55.80% 0.00% 55.80% 0.00% Sawan SA Poland 100.00% 100.00% 100.00% 100.00% Sintagma UAB Sp. z o.o. Lithuania 61.64% 56.24% 61.64% 56.24% ZUI Novum Sp. z o.o. Poland 51.00% 51.00% 51.00% 51.00% ABG SA Poland 32.99% 0.00% 32.99% 0.00% INSI Sp. z o.o. Poland 32.99% 0.00% 32.99% 0.00% DRQ SA Poland 32.99% 0.00% 32.99% 0.00% DRQ Services Sp. z o.o. Poland 32.99% 0.00% 32.99% 0.00% Crypto Tech Sp. z o.o. Poland 16.82% 0.00% 16.82% 0.00% KKI BCI Sp. z o.o. Poland 32.99% 0.00% 32.99% 0.00% SK Galkom Sp. z o.o. Poland 28.87% 0.00% 28.87% 0.00% Kom Pakt PIW Sp. z o.o. Poland 32.99% 0.00% 32.99% 0.00% OptiX Poland Sp. z o.o. Poland 32.99% 0.00% 32.99% 0.00% ABF Sp. z o.o. Poland 32.99% 0.00% 32.99% 0.00% Sapen Sp. z o.o. Poland 16.50% 0.00% 16.50% 0.00% Serum Software Sp. z o.o. Poland 21.11% 0.00% 21.11% 0.00% PIW Postinfo Sp. z o.o. Poland 20.88% 0.00% 20.88% 0.00% Combidata Poland Sp. z o.o. Poland 83.81% 0.00% 83.81% 0.00% Profirma Sp. z o.o. Poland 63.70% 0.00% 63.70% 0.00% Ready Sp. z o.o. Poland 100.00% 0.00% 100.00% 0.00% ZETO Sp. z o.o. Poland 94.20% 0.00% 94.20% 0.00% Podkarpacki Fundusz Nieruchomości Sp. z o.o. Poland 100.00% 0.00% 100.00% 0.00%
Jointly controlled companies Soft Technologies Sp. z o.o. (5) Poland 45.00% 45.00% 45.00% 45.00% C2 System Poland SA Poland 50.00% 0.00% 50.00% 0.00% RUM IT SA Poland 50.00% 0.00% 50.00% 0.00% UAB "INFORMACINIU PROJEKTU SISTEMOS" Lithuania 50.00% 0.00% 50.00% 0.00%
Associated companies Prokom Software SA (6) Poland 0.00% 10.96% 0.00% 10.96% D.Trust Certifikacna Autorita, a.s. (7) Czech Republic 0.00% 5.93% 0.00% 5.93% Datalock s.r.o. Czech Republic 10.23% 10.63% 10.23% 10.63% Tedis (8) Slovakia 6.95% 7.23% 6.95% 7.23% Crystal Consulting Slovakia 6.18% 6.43% 6.18% 6.43% Prvni Certifikacni Autorita, a.s. Czech Republic 9.32% 3.07% 9.32% 3.07% UNiQUARE MEA W.L.L. Bahrain 4.81% 5.00% 4.81% 5.00% TETRA System Poland SA Poland 30.00% 0.00% 30.00% 0.00% Postdata SA Poland 49.00% 0.00% 0.00% 0.00%
(1) On 25 February 2008, as a result of making a non cash contribution in the form of shares in Asseco Czech Republic to Asseco Slovakia and acquiring the increase in share capital of Asseco Slovakia, the direct shareholding of the Parent Company in Asseco Czech Republic dropped from 42.92% to 0%. (2) Despite Asseco Poland SA formally owns 51% of share capital of Gladstone, the Company consolidates 100% of this undertaking financial results. (3) On 31 January 2008 the Parent Company sold all of its shares held in subsidiary Asseco Romania SA to Asseco Adria SA (at present Asseco South Eastern Europe SA). In return Asseco Poland SA acquired newly issued shares of Asseco Adria SA. (4) On 11 February 2008 there was registered a change in the company's corporate name, from Asseco Adria SA to Asseco South Eastern Europe SA.
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(5) An undertaking controlled jointly by Asseco Systems SA. In 2005 Asseco Systems SA lost its ability to exert influence over this undertaking. (6) The merger of Asseco Poland SA and Prokom Software SA was registered by the competent registry court on 1 April 2008. (7) On 18 March 2008 all the shares held in D.Trust Certifikacna Autorita were sold to an entity from outside the Asseco Group. (8) On 16 May 2008 the General Meeting of TEDIS, a.s. made a decision on liquidation of that company. The liquidation process shall be commenced from 1 September 2008.
Changes in the structure of Asseco Poland Group during the 2 nd quarter of 2008 Take over of the Prokom Software Group
On 1 April 2008 Asseco Poland SA merged with Prokom Software SA. Hence, the Asseco Group incorporated the following companies of the former Prokom Group : ABG Group, Combidata Poland Sp. z o.o., Ready Sp. z o.o., ZETO Sp. z o.o., C2 System Poland SA, RUM IT SA, UAB "INFORMACINIU PROJEKTU SISTEMOS", Tetra System Poland SA, and Postdata SA. The merger with the Prokom Group has been described in detail in section "Merger with Prokom Software SA".
Change of the Asseco Poland SA shareholding in subsidiary Asseco Business Solutions SA as a result of dilution
On 30 April 2008 the share capital of Asseco Business Solutions SA was increased through issuance of 4,804,279 shares of series D, to the amount of PLN 167,091 thousand, which is divided into 33,418,193 shares entitling to the same number of votes at the General Meeting of Shareholders of that company. Hence, the interest of Asseco Poland SA in the share capital of Asseco Business Solutions SA dropped from 54.27% to 46.47%. Asseco Poland SA holds 10,000,000 shares of series A and 5,528,570 shares of series B.
Before the said share capital increase, Asseco Poland SA held 10,000,000 shares of series A and 5,528,570 shares of series B, which in total represented 54.27% of the share capital and entitled to 54.27% votes at the General Meeting of Shareholders of Asseco Business Solutions SA.
Disposal of shares in ABG SA by Asseco Poland SA
On 11 June 2008 Asseco Poland SA sold, in regular session trading at the Warsaw Stock Exchange, 9,151,749 shares of its subsidiary ABG SA ("ABG") with the seat in Warsaw. The sold shares represent 9,675% of the share capital of ABG.
Asseco Poland SA acquired shares in ABG by universal succession as a result of the merger with Prokom Software SA conducted on 1 April 2008. At that time the Parent Company became the owner of 40,366,317 ordinary bearer shares of ABG, representing 42.68% of the share capital of ABG and entitling to 42.68% of total votes at the General Meeting of Shareholders of ABG. Due to the acquisition of shares in ABG, Asseco incurred the obligation referred to in art. 73 section 2 of the Law on public offering and conditions governing the introduction of financial instruments to organized trading, and on public companies, dated 29 July 2005 (Journal of Laws of 2005 No. 184, entry 1539). In order to fulfil such obligation and in connection with the planned merger between Asseco and ABG, the Company’s Management Board decided to dispose such number of ABG shares that would decrease the Company’s voting interest in ABG to not more than 33%.
Following this disposal transaction Asseco Poland SA holds 31,214,568 shares of ABG SA, representing 32,999% of the share capital of ABG and entitling to 32,999% voting interest at the General Meeting of Shareholders of that company.
Change of the Asseco Poland SA shareholding in subsidiary Asseco Slovakia a.s. as a result of dilution
On 17 June 2008 the share capital of Asseco Slovakia a.s. was increased through issuance of 3,560,000 shares, to the amount of SKK 21,360 thousand, which is divided into 21,360,000 shares with a par value of SKK 1.00 each. Hence, the interest of Asseco Poland SA in the share capital of that company dropped from 48.09% to 40.07%. Likewise, the voting interest of Asseco Poland at the General Meeting of Shareholders of Asseco Slovakia decreased from the level of 48.09% to 40.07%.
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Acquisition of shares in Pexim Cardinfo d.o.o.
On 6 May 2008 Asseco South Eastern Europe SA (former Asseco Adria SA) concluded an agreement for acquisition of 60% of shares in the company Pexim Cardinfo d.o.o. with the seat in Belgrade. The remaining 40% of shares are held by the company's former shareholders.
The total value of transaction amounted to EUR 10,670 thousand and the purchase of shares was financed with funds raised from the issuance of bonds conducted by Asseco SEE.
The taken over company holds 100% of shares in its subsidiary CARDINFO MONTENEGRO d.o.o. seated in Podgorica, Montenegro; and 50% of shares in its subsidiary SIMT CARDINFO seated in Grosuplje, Slovenia.
Pexim Cardinfo is a leading producer, supplier and administrator of IT systems for e banking, ATMs, and POS terminals. The company also provides the banking sector with comprehensive solutions for payment card transactions by delivering both the required products and infrastructure.
Acquisition of shares in Antegra d.o.o.
On 21 May 2008, the subsidiary Asseco South Eastern Europe SA acquired 70% of shares in the company Antegra d.o.o. with the seat in Belgrade. The remaining 30% of shares are held by the company's former shareholders.
The total value of transaction equalled EUR 6,270 thousand and the purchase of shares was financed with funds raised from the issuance of bonds conducted by Asseco SEE.
Antegra holds 100% of shares in its subsidiary IBIS A.D. BANJA LUKA seated in Banja Luka, Bosnia and Herzegovina; and 28% of shares in its associated company ENOVČANIK A.D. BEOGRAD, seated in Belgrade (company at start up). The Antegra Group employs 115 persons.
Antegra is specialized in development of information technology solutions for banks. The company's products are being implemented in the banking sectors of Serbia, Bosnia, and Montenegro.
Acquisition of shares in Podkarpacki Fundusz Nieruchomości Sp. z o.o.
On 29 and 30 May 2008 the Company concluded agreements for acquisition of shares in Podkarpacki Fundusz Nieruchomości Sp. z o.o. Hence, Asseco Poland SA acquired 1,000 equal and indivisible shares, with a par value of PLN 50 each, constituting 100% of the share capital of the company Podkarpacki Fundusz Nieruchomości Sp. z o.o. with the seat in Rzeszów.
The total acquisition price equalled the par value on shares and amounted to PLN 50 thousand. The acquired company is a special purpose entity created with the objective to conduct the investment project of construction the new headquarters for Asseco Poland SA.
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Key financial figures of the companies / groups of companies consolidated in the financial statements for Q2 2008* The consolidated financial results of the Asseco Group in Q2 2008 comprise the results of Asseco Poland SA and the consolidated companies. Below are presented the key financial figures of companies and groups of companies subject to consolidation in the financial statements for Q2 2008.
Name of company Sales revenues Equity interest / voting interest Core business Sales revenues Net profit (loss) 3 months 3 months 3 months 3 months ended ended ended ended 30 June 2008 30 June 2007 30 June 2008 30 June 2007
Asseco Poland SA 241,232 96,865 73,144 25,595 Provision of comprehensive IT Parent Company solutions primarily to the financial and public www.asseco.pl administration sectors
1) Asseco South Eastern Europe Group Capital investments in 100,099 21,546 7,454 945 93/93 IT companies as well as provision of IT services
Asseco Business Solutions Group 3) Implementation and offering of e Learning platforms, 37,640 9,618 4,065 607 67.47/67.47 implementation of competence management systems, design, construction, management and www.assecobs.pl implementation of BPC and DRP, IT outsourcing, ERP systems Asseco Germany Group 25,383 n/a (2,831) n/a Capital investments in 93/93 IT companies as well as provision of IT services Asseco Slovakia Group 2) Creation of integration IT systems, payment card 106,262 78,483 13,449 8,853 48.09/48.09 transaction systems, e commerce solutions and call centers for the sectors of www.asseco.sk enterprises, finance and insurance. 4) Asseco Systems Group Maintenance of software and 38,954 73,581 254 1,989 100/100 hardware supplied by the Group, services based on www.asseco systems.eu outsourcing of IT systems Gladstone Consulting Limited Provision of professional 4,776 5,861 773 1,648 consulting services within 51/51 IT systems for financial institutions
Sintagma UAB Sp. z o.o. Integration services and IT 4,581 n/a 558 n/a solutions for the financial and 61.64 / 61.64 public administration sectors. Solutions dedicated to www.sintagma.lt management of documents, libraries, and life insurance
ABG Design, development and integration of complex IT systems along with infrastructure mainly for the 175,492 8,890 33 / 33 n/a n/a public administration sector, telecommunication, healthcare, and energy sectors as well as for uniformed services.
Combidata Organization, preparation and conduct of conventional and electronic trainings, production 37,748 199 83.81 / 83.81 of software for handling of n/a n/a trainings, and running a non public post secondary information technology school.
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5) Creation of financial Other applications and provision of comprehensive IT systems for financial institutions 7,674 4,580 1,972 597 *) Figures before consolidation eliminations. The equity interests are disclosed as at 30 June 2008. 1) Financial figures of the Asseco South Eastern Europe Group for Q2 2008 comprise the financial results of Pexim Cardinfo for 2 months, of Antegra for 1 month, and of the remaining subsidiaries for the whole 3 months. 2) Financial figures of the Asseco Slovakia Group for Q2 2007 comprise the financial results of the Asseco Slovakia Group as well as the Asseco Czech Republic Group. 3) Financial figures of the Asseco Business Solutions Group for Q2 2007 comprise the financial results of Asseco Business Solutions, Softlab Sp. z o.o., Softlab Trade sp. z o.o, and Wa Pro sp. z o.o. 4) Financial figures of the Asseco Systems Group for Q2 2007 comprise the financial results of Asseco Systems sp. z o.o. (sales: PLN 66,501 thousand, net profit: PLN 1,838 thousand) and Koma Nord Sp. z o.o (sales: PLN 7,080 thousand, net profit: PLN 151 thousand). 5) The presented financial results include the following companies: ADH Soft sp. z o.o., Bezpieczeństwo.pl sp. z o.o, ZUI Novum sp. z o.o. and Sawan SA.
Asseco Poland SA In Q2 2008 sales revenues of Asseco Poland SA surged to PLN 241,232 thousand (before consolidation eliminations) and they accounted for 33% of the Group's total turnover up from 30% contributed a year ago when the Company reported revenues of PLN 96,865 thousand (before consolidation eliminations). However, as the Group incorporates new undertakings, sales revenues generated by the Parent Company tend to represent a lower portion of the Group's total turnover.
Non consolidated financial results 6 months ended 3 months ended 6 months ended 3 months ended 30 June 2008 30 June 2008 30 June 2007 30 June 2007 of Asseco Poland SA (unaudited) (unaudited) (unaudited) (unaudited)
Sales revenues, of which: 394,795 241,232 187,594 96,865 banking and finance 280,259 134,367 159,435 86,580 public administration 79,391 64,954 21,559 8,332 Gross profit on sales 177,223 112,527 73,857 40,372 Operating profit 124,941 74,675 46,269 25,487 Net profit 121,665 73,144 48,622 25,595 In Q2 2008 Asseco Poland recorded an operating profit of PLN 74,675 thousand, which increased by 193% year on year.
11. Off balance sheet liabilities concerning the related companies As at 30 June 2008, the guarantees and sureties issued by Asseco Poland SA as security for credits contracted by its related companies were as follows: surety for Asseco Systems SA due to a short term credit in the current account, up to the amount of PLN 15,000 thousand. As at 30 June 2008 the outstanding amount of the credit was PLN 4,999 thousand. The above mentioned surety was extended also at 31 December 2007, when the outstanding amount of credit was PLN 412 thousand. As at 30 June 2008, sureties issued by Asseco Poland SA to secure other liabilities were as follows: surety to the contract for construction of a structural network concluded between Asseco Systems SA and Tyco Sp. z o.o. on 26 February 2004. The surety value as at 30 June 2008 was estimated at PLN 6,038 thousand; surety granted to Bank Millennium SA for liabilities of Asseco Systems SA by virtue of bank guarantees, which were extended by the bank on behalf of that company. The surety value as at 30 June 2008 amounted to PLN 4,500 thousand. Both the above mentioned sureties were extended also at 31 December 2007, when the value of the Tyco agreement surety was estimated at PLN 6,448 thousand, and the surety for Bank Millennium amounted to PLN 4,500 thousand.
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As at 30 June 2008 guarantees extended in order to secure due performance of the Group's commercial contracts covered the amount of PLN 113,055 thousand, up from PLN 49,679 thousand at 31 December 2007. As at 30 June 2008 the Group's off balance sheet liabilities arising from bank guarantees granted to secure payments and tender deposits equalled PLN 28,743 thousand, and they increased from PLN 3,515 thousand at the end of 2007. On 14 April 2008 Asseco Germany SA agreed to provide financing to its subsidiary company AP Automation + Productivity AG by extending a surety. This surety is limited to the amount by which liabilities of AP Automation + Productivity AG surpass its assets, as per its up to date financial statements. In any case a contingent payment of liabilities of AP Automation + Productivity AG by Asseco Germany SA shall be capped at EUR 4,000 thousand (equivalent to PLN 13,417 thousand as at 30 June 2008). Furthermore, the parent Asseco Poland SA guaranteed a loan granted to the subsidiary AP Automation + Productivity AG by Matrix42 AG, another subsidiary of the Group. The surety value as at 30 June 2008 amounted to PLN 3,354 thousand. Both the above mentioned sureties did not exist as at the end of 2007. As at 30 June 2008, guarantees and sureties issued by and for Asseco Slovakia a.s. were as follows: guarantee up to the amount of EUR 2,646 thousand extended for the subsidiary Slovanet due to a credit taken out from Tatra banka. It is a long term credit to be repaid until the end of 2012. This credit was utilized as a replacement to the acquisition credit originally granted to Slovanet by Československá obchodná banka, a.s. Whereas, the previous surety of Československá obchodná banka, a.s. was substituted for the guarantee extended by Asseco Slovakia. As at 30 June 2008 the value of such guarantee was estimated at PLN 8,875 thousand. guarantee extended to the subsidiary Slovanet a.s. for repayment of credits taken out from Tatra banka under a framework crediting agreement, and utilized in the amount of SKK 71,639 thousand; guarantee extended to the subsidiary Slovanet a.s. for repayment of credit taken out from Československá obchodná banka. The guarantee covers the amount of SKK 50,000 thousand; whereas, the secured credit facility shall be repaid till 30 May 2009. As at 31 December 2007, guarantees and sureties issued by and for Asseco Slovakia a.s. were as follows: guarantee granted to the company SNET a.s. on 26 October 2006 in order to secure payment of the acquisition price for the shares in Slovanet a.s. The guarantee value as at 31 December 2007 was estimated at PLN 8,966 thousand; bank guarantee issued by Československá obchodní banka a.s., valid till 11 August 2008, for the amount of CZK 71,000 thousand due to acquisition of the remaining shares in LCS International. The guarantee value as at 31 December 2007 was estimated at PLN 9,570 thousand. As at 30 June 2008, guarantees and sureties issued for Slovanet a.s. were as follows: bank guarantee for execution of the Internet for Education project, issued up to the amount of SKK 3,000 thousand by Tatra banka in favour of the Ministry of Transportation, Post and Telecommunication of the Slovak Republic, valid till 31 December 2008. The surety value as at 30 June 2008 was estimated at PLN 333 thousand; bank guarantee issued by Tatra banka, valid till 31 December 2008, covering the liabilities of Slovanet a.s. towards T Mobile by virtue of services made available. The surety value as at 30 June 2008 was estimated at PLN 222 thousand; bank guarantee for the amount of SKK 450 thousand issued by Tatra banka, valid till 28 February 2009, covering the liabilities of Slovanet a.s. towards Chemikostav Michalovce by virtue of services made available. The surety value as at 30 June 2008 was estimated at PLN 50 thousand.
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As at 31 December 2007 guarantees and sureties issued for Slovanet a.s. were as follows: bank guarantee for execution of the Internet for Education project, issued up to the amount of SKK 3,000 thousand by Československá obchodní banka, a.s. in favour of the Ministry of Transportation, Post and Telecommunication of the Slovak Republic, valid till 31 December 2008. The surety value as at 31 December 2007 was estimated at PLN 320 thousand; bank guarantee issued by Tatra banka, valid till 31 December 2008, covering the liabilities of Slovanet a.s. towards T Mobile by virtue of services made available. The surety value as at 31 December 2007 was estimated at PLN 213 thousand.
12. Off balance sheet liabilities to other companies As at 30 June 2008 and 31 December 2007, the Group was a party to a number of leasing and tenancy contracts or other contracts of similar nature, resulting in the following future liabilities:
30 June 2008 31 December 2007 Liabilities under lease of space (unaudited) (audited)
Up to 1 year 18,764 19,534 From 1 to 5 years 46,096 50,284 Over 5 years 19,066 4,593 83,926 74,411
30 June 2008 31 December 2007 Liabilities under operating lease of property, plant and equipment (unaudited) (audited)
Up to 1 year 7,664 6,870 From 1 to 5 years 12,165 12,119 Over 5 years 34 36 19,863 19,025
Information on legal proceedings concerning liabilities or debts of Asseco Poland SA or its subsidiary companies During the period reported, no proceedings were instituted or pending before any court, arbitration authority or public administration authority, concerning any liabilities or debts of Asseco Poland SA or its subsidiary companies, whose aggregate value would equal or exceed 10% of the Company’s equity.
13. Capital expenditures During Q2 2008 the Group incurred capital expenditures of PLN 141,680 thousand, of which PLN 37,971 thousand were spent for non financial fixed assets. The capital expenditures planned for 2008 shall aggregate at approx. PLN 850,000 thousand, of which PLN 701,702 thousand have been already incurred during the first half of this year. Whereas, the capital expenditures for non financial fixed assets shall amount to approx. PLN 96,000 thousand over the whole year, of which PLN 50,850 thousand have been already incurred during the first half of 2008. In the first half of 2007, the Group incurred capital expenditures of PLN 12,068 thousand, of which PLN 8,303 thousand were spent for non financial fixed assets.
14. Seasonal and cyclical nature of business The Group's sales revenues are subject to fluctuations depending upon the schedules for execution of long term contracts.
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15. Opinion on feasibility of meeting the financial forecasts for 2008 as published by the Management Board The Management Board of Asseco Poland SA did not publish any financial forecasts for 2008.
16. Factors which in the Management Board’s opinion may affect the Group’s performance till the end of this financial year In the opinion of the Management Board of Asseco Poland SA, the Group’s current financial standing, its production potential and market position pose no threats to continued growth in 2008. However, there are numerous factors, both internal and external, which may directly or indirectly affect the Group’s financial performance in the next quarters. The external factors with a bearing on the future performance of the Asseco Poland Group include: the development of the economic and political situation in Poland, European Union and other countries in which the Group conducts its business operations; inflation and currency exchange rate fluctuations (foremost of the dollar and euro, but also currencies of the countries where the Group operates); increased demand for IT solutions in the sectors of finance and banking, public administration sectors, and enterprises; more and more severe competition both with the local players and international IT corporations, which is observed especially when it comes to execution of large and prestigious contracts; the existing and future legal regulations. The internal factors with a bearing on the future performance of the Asseco Poland Group include: execution of complex information technology projects carried out under long term agreements; implementation of the Group's business strategy involving expansion to new foreign markets; effective combination of the business activities and operating resources of the merging companies of Asseco Poland SA and Prokom Software SA, as well as ABG SA; successful execution of the Group's intended acquisitions; fluctuations of cyclical and seasonal nature affecting the Group's operating results.
17. Significant events during the period reported
Operating activities
Asseco Poland SA Major contracts concluded during Q2 2008: - Zakłady Azotowe Puławy SA – contract for implementation of an integrated IT system based on the SAP ERP software; - PZU SA – three year contract for provision of IT services to support the operation of IBM Informix products as well as delivery of new licenses for IBM Informix products; - PZU SA – agreement for the pilot integration of the systems INSURER and SLS; - Gospodarczy Bank Wielkopolski SA – agreement for construction and maintenance services of the main and back up Data Processing Centre; - Euro Bank SA – agreement for supply of computer hardware;
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- BRE Mortgage Bank – agreement for provision of modifications to the liquidity reporting module in the def3000/TR system, modifications to the Front Office module for handling of term cash deposits in the defBank Pro system, for conducting trainings and implementation; - Rzeszowski Zakład Energetyczny SA (power supply company) – contract for implementation of the Reports Management Module under the TOMS system; - Centre of Healthcare Information Systems – two agreements for development of the "Platform of on line access to the services of the Healthcare Centres Registry – eRZOZ" along with a 12 month maintenance service; and for a 10 month maintenance service of RZOZ system; two agreements for modification of RZOZ III system as required by the Regulation of 9 October 2008 amending the regulation on the registry of healthcare centres, along with a 9 month service of the author's supervision. Major ongoing contracts executed during Q2 2008: - PKO Bank Polski SA – agreement for delivery and implementation of the Integrated Information System; - ZUS – agreement for design and execution of the Comprehensive IT System for the Social Insurance Institution as well as for setting the utility software into operation; - ZUS – agreement for modification, extension and maintenance of the Comprehensive IT System software; - ZUS – agreement for the services of administration and operation of separated areas of the Comprehensive IT System utilized by ZUS; - Allianz Business Poland – implementation of the def3000 system; - Getin Bank SA – migration of their Oracle system and replacement of computer hardware; - Gospodarczy Bank Wielkopolski SA – implementation of MultiComp and Set BS systems; - Ministry of Internal Affairs and Administration – extension of the software and hardware platform of the Central Register of Vehicles and Drivers (CEPiK), upgrading the CEPiK security subsystem, and provision of implementation services; - VW Bank (e Direct) – implementation of the e Banking System and modification of the utilized banking system; - Volkswagen Bank – modifications of the defBank Pro, Processing, and Data Warehouse systems in order to ensure their capability to handle reserves and receivable interest subject to impairment write downs in compliance with IAS 39 as well as delivery of the implemented modifications to the Bank; Deutsche Bank PBC SA – execution of Stage II of the Consumer Finance project, production work within Stage II of the def3000 implementation as well as other development work related to the Call Center, support of credit and debit cards (executed under Annex No. 3 to the Consumer Finance Agreement); GBW Bank / Cooperative Banking Group – implementation of the def3000 comprehensive banking system – project at the stage of analyses and preparation of functionality specifications; Dominet Bank SA – development of the API interface and implementation of the defBank Pro system; Bank Polskiej Spółdzielczości SA – execution of the Data Warehouse Extension project; - Mazowiecki Bank Regionalny SA – supply and implementation of the def3000/Treasury system; - BRE Mortgage Bank – provision of modifications to the liquidity reporting module in the def3000/TR system, modifications to the Front Office module for handling of term cash deposits in the defBank Pro system, for conducting trainings and implementation.
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Asseco Slovakia Group Asseco Slovakia Major contracts concluded during Q2 2008: - Tatra banka, a.s. – agreement for provision of analytical and consulting services in connection with development of ESB; - Industrial Property Office of the Slovak Republic – agreement for provision of services and information technologies; - Slovak Ministry of Health – agreement for the euroconversion project at the Ministry and all the other departmental organizations; - Statistical Office of the Slovak Republic – contract for development of software to automate generation of the table of national output accounts according to the new Transmission Program ESNU 95 (European System of National and Regional Accounts); - Slovak Tourist Board – annex to the agreement for further development of the National Unified Tourism Information System (NUTIS), including operation, technical support and administration of the portal in five languages: English, German, Hungarian, Polish and Slovak; - EXIMBANKOU, a.s. – annex to the agreement for conversion and development of their IT system. Major ongoing contracts executed during Q2 2008: - Všeobecna zdravotna poisťovňa (Common Health Insurance Company) – continuation of development work of the IT system; - sIT Solutions (former SporDAT) – execution of the project for conversion of their e Banking system to Euro; - EXIMBANKA SR – comprehensive modernization of their IT system; - Daňové riaditeľstvo SR (Tax Directorate of the Slovak Republic) – further development of the StarDWH information system; - Modrá Pyramída Stavebná Spořitelna, a member of the Societe Generale Group – provision of the IT system and additional services; - Poštová banka (Post Bank) – development of the IT system; - Slovak Ministry of Health – provision of the "healthcare standards". Asseco Czech Republic a.s. Major contracts concluded during Q2 2008: - Chamber of Commerce of the Czech Republic – agreement for provision of the Document Management System; - Vodafone Czech Republic – contract for provision of HW – Interoute; Major ongoing contracts executed during Q2 2008: - company ŘLP, a.s – development of the EZOP application; - Slavia pojišťovna, a.s. – extension of the IT system for the pension fund. LCS International a.s. Major contracts concluded / executed during Q2 2008: - agreements for licensing and implementation of the Helios Orange system for the companies KŠD Šťovíček, PLASTICO s.r.o., Techno Trade Consult s.r.o.; - agreements for implementation of the Helios Green system for the companies PMS Přerov a.s.; Slovenská produkčná, a.s. (TV JOJ); ALW INDUSTRY, spol. s r.o.; Pražské služby, a.s.; - agreement for implementation of the Helios Orange system for the company Agrozet České Budějovice a.s.
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Slovanet a.s. Major contracts concluded / executed during Q2 2008: agreements for provision of the Internet LINK service for the companies VADIUM s.r.o. and DUPRES Consulting s.r.o.; agreements for provision of the Voice LINK and Internet LINK services for the companies DIMICO s.r.o., Aventek Systems, s.r.o., Strojkov Engineering s.r.o.; agreement for provision of the VPN IP Telephony upgrade for UGKK; agreement for provision of the Server LINK service for TNS SK s.r.o.; agreement for provision of the Server LINK, Internet LINK, Safe LINK services for Vossloh Schwabe Deutschland s.r.o.; contract for provision of the VPN (Virtual Private Network) for the company ČESMAD. MPI Slovakia s.r.o. Major contracts concluded during Q2 2008: agreements for euroconversion of the SAP ERP system for W.A.W. and SWAN; Major ongoing contracts executed during Q2 2008: agreement for euroconversion of the SAP ERP system for T Mobile Slovakia Datalock a.s. Major contracts concluded during Q2 2008: agreements for delivery of the SPIN ERP System for CESMAD, EUROPALT, Corner – SK, Hílek STK Senica, JURKI HAYTON; agreements for delivery of the "Regional Treasury – EURO" system for VÚC Banská Bystrica (Self Governing Region) and VÚC Trnava (Self Governing Region). Major ongoing contracts executed during Q2 2008: agreements for provision of the "Regional Budget" system for VÚC Žilina, Trenčín, Prešov as well as the "Regional Budget IPSAS" system for VÚC Banská Bystrica (Self Governing Regions); agreements for delivery of the SPIN ERP System for the companies FLOS, EUROPALT, ZP Informatyka, GG Tabak Barczi, a.s. a i.; agreement for delivery of the "Roads management and maintenance" system for VÚC Trnava (Self Governing Region); agreement for delivery of the SPIN ERP system for VÚC Bratislava (Self Governing Region); agreements for delivery of the SPIN ERP system for Hydrotera serwis, Asseco Slovakia, DIDAKTIK druzstvo. Disig a.s. Major contracts concluded and executed during Q2 2008: subcontract under the project "Safe domain". Berit a.s. Major contracts concluded during Q2 2008: agreement for development of software for the Geodesy Authority of the Czech Republic; agreement for provision of technical support to ELTODO CITELUM, s.r.o. Major ongoing contracts executed during Q2 2008: agreement for provision of technical support to Brněnské vodárny a kalaizace, a.s., Šumperská provozní a vodohospodářská spolčnost, a.s. and VODÁRNA PLZEŇ, a.s.
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UNiQUARE Software Development GmbH Major contracts concluded during Q2 2008: agreement for delivery of the CRM system for Ostsächsische Sparkasse Dresden. Major ongoing contracts executed during Q2 2008: agreements for delivery of the CRM system for Hypo Alpe Adria in Serbia and for Sparkasse Hannover.
Asseco Business Solutions Group Asseco Business Solutions SA Major contracts concluded during Q2 2008: - Nestle Poland SA – agreements for licensing, implementation and maintenance of the EBI Mobile system; - S.C. Johnson Sp. z o.o. – agreements for licensing, implementation and maintenance of the EBI Mobile system. Major ongoing contracts executed during Q2 2008: - Maspex Slovakia – implementation of the EBI Mobile system in Slovakia; - Raiffeisen Bank Poland SA – extension of the functionality of the EBI Faktor system and implementation of the modified system.
ABG Group Major contracts concluded and executed during Q2 2008: - Ministry of National Education – agreement (concluded by the consortium of ABG SA and Integrit Sp. z o.o.) for supply of 884 computer workshops for primary schools, secondary schools, upper secondary schools, post secondary schools and teacher training centres, inclusive of installation and integration of all the components of such workshops and their connection into the existing telecommunication network, and for provision of the guarantee service over 36 months of the date of delivery; - Agency for Restructuring and Modernization of Agriculture – agreement for provision of Oracle licence and ATIK service; - NATO Defence Investment Division – agreement for supply of computer hardware, software, installation, construction of information and communication network, as well as provision of technical support services over 3 years; - two large maintenance contracts performed in cooperation with Hewlett Packard; - ALIOR – supply of the LAN / WAN infrastructure; - PZU Life SA – miscellaneous projects performed; - Agency for Restructuring and Modernization of Agriculture – agreement for upgrading of the OFSA system.
Asseco South Eastern Europe Group Pexim Group Major contracts concluded during Q2 2008: - SG Expressbank, Bulgaria – contract for implementation of the Mobile Banking Solution; - contracts for delivery of computer hardware for OTP Bank Serbia, CRHOV Serbia, Banca Intesa Serbia, Komercijalna Bank Macedonia, Stopanska Bank Macedonia; - contracts for delivery of systems for the automated teller machines (ATMs) for Komercijalna Bank Macedonia , ProCredit Macedonia, Banca Popullore Albania.
49 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
Major ongoing contracts executed during Q2 2008: - contracts for delivery of computer hardware for Privredna Bank Belgrade, NLB Group Serbia; - agreement for provision of Electronic Banking Service Center for the client in Bosnia. Net Consulting S.r.l. Major contracts concluded and executed during Q2 2008: agreement (performed in cooperation with HP Romania) for integration and administration of the payment card system for the end client, namely CEC Bank; contract for supply of services and hardware for the Romanian Savings Bank; contract with the Statistical Office of Romania for supply of hardware and software used during the national elections. FIBa S.r.l. Major ongoing contracts executed during Q2 2008: agreements (subcontracted by HP Romania) for provision of the payment card transaction systems for miscellaneous banks in Romania. Antegra d.o.o. Major contracts concluded and executed during Q2 2008: agreement (performed in cooperation with Pexim d.o.o.) for implementation of the IT system for the Moscow Bank; agreement for implementation of the technologically advanced IT solutions for Raiffeisen Bank. Arbor d.o.o. Major contracts concluded and executed during Q2 2008: agreement with the local self government for outsourcing of IT services; agreement with Kvarnier Banka for delivery of licences and software; agreement with T com for development of software and outsourcing of IT services. Logos d.o.o. Major contracts concluded and executed during Q2 2008: agreement with Zagrebačka banka ZABA mBank; agreement with Privredna banka PBZ mBanking. Pexim Cardinfo d.o.o. Major contracts concluded and executed during Q2 2008: contracts for handling of the automated teller machines (ATMs) for KBC bank, Prva banka CG, Podgoricka banka, Unicredit bank, Procredit bank, Banca Intesa, Univerzal bank.
Asseco Systems SA Major ongoing contracts executed during Q2 2008: Bioton – contract for supply, installation and implementation of the building automation systems; Pol Aqua – agreement for execution of the building complex electrical and technical installations KBP 800 and KBP 1000, as well as for execution of electrical connection, plumbing, and external lighting of the building.
50 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
ADH Soft Sp. z o.o. Major contracts concluded and executed during Q2 2008: Implus Leasing Polska sp. z o.o. – extension of the agreement for provision of modules to the LEO Leasing System; MAN Financial Services Poland sp. z o.o. – agreement for delivery of the LEO Leasing System; KBC Auto Lease Polska Sp. z o.o. – agreement for supply of TIGER software. AP Automation + Productivity AG Major contracts concluded during Q2 2008: agreements for supply of software and provision of services for Containex Container Handelsgesellschaft GmbH, TEG Technischer Elektrogroßhandel GmbH. Major contracts concluded and executed during Q2 2008: agreements for supply of software and services for Flamm, Nölle Pepin, Kohl, Haberl Electronic, Thermoplan. Combidata Poland Sp. z o.o. Major contracts concluded during Q2 2008: Major ongoing contracts executed during Q2 2008: PKO Bank Polski SA – agreement for provision of the Solution for Extension and Modernization of Mass Memory of Open Servers; agreement for delivery of computer hardware and software for 480 education and training centres; Ministry of National Education – agreement for supply, installation and integration of approx. 5886 computer workshops for schools all over the country. Sintagma UAB Sp. z o.o. Major contracts concluded during Q2 2008: GIS Centras (state owned enterprise) – contract for delivery and installation of computer hardware; Presidential Library of Belarus – agreement for provision of consulting services and implementation of the Information Automation System. Major ongoing contracts executed during Q2 2008: Teisin÷s informacijos centras (state owned enterprise) – contract for supply of software for handling of the legislative acts register; Ministry of National Defence of Lithuania – agreement for provision of the funds management software; State Inspectorate for Spatial Planning and Infrastructure – agreement for development of an IT system for management of the building permits and state supervision.
Investing activities Asseco Poland SA Acquisition of shares in Prokom Software SA and the merger with Prokom Software SA The merger of Asseco Poland SA with Prokom Software SA has been already described in section "Merger with Prokom Software SA" of this quarterly report. Concluding a memorandum of understanding on the merger with ABG SA, under which the companies committed themselves to conduct the merger of Asseco and ABG The planned amalgamation of Asseco Poland SA and ABG SA has been already described in section "Merger with ABG SA".
51 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
Acquisition of shares in SINTAGMA UAB Acquisition of shares in Podkarpacki Fundusz Nieruchomości Sp. z o.o. The above mentioned acquisitions of shares have been described in section "Changes in the structure of Asseco Poland Group during the 2 nd quarter of 2008" of this quarterly report. Asseco Slovakia a.s. Acquisition of the existing and newly issued shares of Asseco Czech Republic a.s. Acquisition of shares in CATV Tekov, s.r.o. by Slovanet, a.s. (a subsidiary of Asseco Slovakia a.s) Sale of shares in Trust Certifikačna Autorita, a.s. by Asseco Czech Republic a.s. (a subsidiary of Asseco Slovakia a.s) Acquisition of shares in UNiQUARE Software Development GmbH Acquisition of shares in DATALOCK TATRY, s.r.o. by Datalock, a.s. (a subsidiary of Asseco Slovakia a.s) The above mentioned transactions have been described in section "Changes in the structure of Asseco Poland Group during the 2 nd quarter of 2008" of this quarterly report. Asseco Germany SA Acquisition of shares in Matrix 42 AG This transaction has been already described in section "Changes in the structure of Asseco Poland Group during the 2 nd quarter 2008" of this quarterly report. Asseco South Eastern Europe SA Acquisition of shares in Arbor Informatika d.o.o. Acquisition of shares in Logos d.o.o. Acquisition of shares in Pexim Cardinfo d.o.o. Acquisition of shares in Antegra d.o.o. The above mentioned transactions have been described in section "Changes in the structure of Asseco Poland Group during the 2 nd quarter of 2008" of this quarterly report.
Financing activities
Asseco Slovakia a.s. Share capital increase from own funds of Asseco Slovakia a.s. On 31 March 2008 the Management Board of Asseco Slovakia, following resolutions no. 5 and 6 adopted by the company's General Meeting of Shareholders on 12 February 2008 as well as pursuant to art. 210, art. 208 and further articles of the Slovak Commercial Code, passed a resolution on increasing the company's share capital from SKK 1,780 thousand to SKK 17,800 thousand. The share capital was raised by increasing the par value on shares of Asseco Slovakia a.s. from the former SKK 1.00 per share to SKK 10.00 per share. Such increase in the share capital was paid up with the company's share premium capital which resulted from selling the shares above their par value. On 8 April 2008 the District Court Bratislava I registered an increase of the share capital of Asseco Slovakia a.s. by the amount of SKK 16,020 thousand. Following the said registration, the company's share capital amounts to SKK 17,800 thousand and is divided into 1,780,000 shares with a par value of SKK 10.00 each, entitling to the total of 1,780,000 votes at the general meeting of shareholders of Asseco Slovakia a.s.
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Share capital increase through a public offering of new shares On 22 April 2008 the Management Board of Asseco Slovakia, following resolution no. 5 adopted by the company's General Meeting of Shareholders on 12 February 2008 as well as pursuant to art. 210, art. 203 and further articles of the Slovak Commercial Code, passed a resolution on increasing the company's share capital by the amount of SKK 3,560 thousand through a public offering of new shares with a par value of SKK 1.00 each. The detailed terms and conditions for the subscription of new shares shall be determined by the Management Board in the public invitation to subscription as well as in the shares issuance prospectus. Furthermore, the Management Board of Asseco Slovakia a.s. passed a resolution on applying for introduction of the newly issued shares to public trading on the main market of the Warsaw Stock Exchange and agreed to registration of those shares in the Polish National Depository for Securities.
Asseco Business Solutions SA Increase of share capital of Asseco Business Solutions SA through an issuance of shares addressed to shareholders of Anica System SA On 22 April 2008 the Extraordinary General Meeting of Shareholders of Asseco Business Solutions SA passed a resolution on increasing the share capital excluding pre emptive rights, through issuance of 4,804,279 ordinary bearer shares of series D with a par value of PLN 5 each, to be addressed to 19 natural persons (shareholders of Anica System SA), in exchange for a non cash contribution of 1,779,420 shares of Anica System SA constituting a 39.44% equity interest in Anica System SA. The issuance of series D shares was not conducted through a public offering, hence it was not required to seek approval nor to publish an issuance prospectus. The shares of series D were acquired by the eligible persons on 25 April 2008, at the price of PLN 12 per share. The total value of the issuance amounted to PLN 57,651 thousand.
18. Events after the balance sheet date
Asseco Poland SA Acquisition of shares in subsidiary Asseco South Eastern Europe On 2 July 2008 Asseco Poland SA signed an agreement with its subsidiary company Asseco South Eastern Europe SA on acquisition of shares in Asseco South Eastern Europe SA (hereinafter the "Agreement"). Under the said Agreement, Asseco Poland SA acquired 2,567,000,000 ordinary registered shares of Series C at the issuance price equal to the par value on shares that amounted to PLN 256,700 thousand, which shares were issued following Resolution no. 17 of the Ordinary General Meeting of Shareholders of Asseco South Eastern Europe SA passed on 25 February 2008 on increasing the share capital excluding pre emptive rights. Acquisition of those shares by Asseco Poland SA became effective on 28 July 2008 when the registry court registered the increase of share capital. Receivables of Asseco South Eastern Europe SA resulting from payment of the shares issuance price was offset against the amounts receivable by Asseco Poland SA from Asseco South Eastern Europe SA by virtue of ordinary bearer bonds, dematerialized and not admitted to public trading (pursuant to art. 9 sect. 3 of the Bonds Act of 29 June 1995), which were issued by Asseco South Eastern Europe SA in connection with the agreement concluded with Bank Polska Kasa Opieki SA on 12 December 2007. As a result of that transaction, Asseco Poland SA increased its equity interest as well as voting interest at the General Meeting of Shareholders of Asseco South Eastern Europe SA from 93% to 99.97%. Following registration of the increase, the share capital of Asseco SEE amounts to PLN 257,700 thousand and is divided into 25,770,009 registered shares with a par value of PLN 10 each. Acquisition of shares in subsidiary Asseco Germany SA On 16 July 2008 Asseco Poland SA signed an agreement with its subsidiary company Asseco Germany SA concerning acquisition of shares in Asseco Germany (hereinafter the "Agreement"). Under the said Agreement, Asseco Poland SA acquired 1,385,000,000 ordinary registered shares of Series B at the issuance price equal to the par value on shares that amounted to PLN 138,500 thousand, which shares were issued following Resolution no. 8 of the Ordinary General Meeting of Shareholders of Asseco Germany SA passed
53 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise on 2 July 2008 on increasing the share capital excluding pre emptive rights. Acquisition of shares by Asseco Poland SA shall become effective upon registration of the said increase of share capital by the competent registry court. Receivables of Asseco Germany SA resulting from payment of the shares issuance price has been offset against the amounts receivable by Asseco Poland SA from Asseco Germany SA by virtue of ordinary bearer bonds, dematerialized and not admitted to public trading (pursuant to art. 9 sect. 3 of the Bonds Act of 29 June 1995), which were issued by Asseco Germany SA in connection with the agreement concluded with Bank Polska Kasa Opieki SA on 11 January 2008. At present Asseco Poland SA holds 93% of share capital and the same voting interest at the General Meeting of Shareholders of Asseco Germany SA; whereas, following registration of the above mentioned increase of share capital Asseco Poland SA will hold 99.97% of share capital and the same voting interest at the General Meeting of Shareholders of the subsidiary.
19. Significant events related to prior years
Until the date of preparing these condensed consolidated financial statements for Q2 2008, this is until 11 August 2008, there occurred no significant events related to prior years which would not, but should be included in the accounting books.
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ASSECO POLAND SA
FINANCIAL STATEMENTS OF ASSECO POLAND SA
FOR THE 2 ND QUARTER OF 2008
11 August 2008
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FINANCIAL HIGHLIGHTS OF ASSECO POLAND SA
in PLN ’000 in EUR ’000 6 months 6 months 6 months 6 months ended ended ended ended 30 June 2008 30 June 2007 30 June 2008 30 June 2007 I. Sales revenues 394,795 187,594 113,525 48,743 II. Operating profit 124,941 46,269 35,927 12,022 III. Pre tax profit 148,061 58,209 42,576 15,125 IV. Net profit for the period reported 121,665 48,622 34,985 12,634 Net cash provided by (used in) operating V. 147,787 99,134 42,411 25,758 activities Net cash provided by (used in) investing VI. (994,008) (42,810) (285,832) (11,124) activities Net cash provided by (used in) financing VII. 1,640,652 (9,780) 471,777 (2,541) activities VIII Cash and cash equivalents at the end of period 27,039 72,607 8,061 19,281 . Earnings per ordinary share (in PLN / EUR) – IX. 1.99 1.37 0.57 0.36 basic Earnings per ordinary share (in PLN / EUR) – X. 1.99 1.37 0.57 0.36 diluted
The financial highlights disclosed in these financial statements were translated into Euro in the following way: the profit and loss account and cash flow statement items were translated into Euro at the arithmetic average of mid exchange rates as published by the National Bank of Poland and in effect on the last day of each month in a given quarter. The rates were as follows: for the period from 1 January 2008 to 30 June 2008: EUR 1 = PLN 3.4776 for the period from 1 January 2007 to 30 June 2007: EUR 1 = PLN 3.8486 the Company’s cash and cash equivalents as at the end of period reported and the corresponding period of the previous year have been translated into Euro at the mid exchange rates as published by the National Bank of Poland. The rates were as follows: exchange rate effective on 30 June 2008: EUR 1 = PLN 3.3542 exchange rate effective on 30 June 2007: EUR 1 = PLN 3.7658
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CONDENSED PROFIT AND LOSS ACCOUNT ASSECO POLAND SA
6 months ended 3 months ended 6 months ended 3 months ended 30 June 2008 30 June 2008 30 June 2007 30 June 2007 (unaudited) (unaudited) (unaudited) (unaudited) Operating activities Sales revenues 394,795 241,232 187,594 96,865
Cost of sales ( ) (217,572) (128,705) (113,737) (56,493)
Gross profit on sales 177,223 112,527 73,857 40,372
Selling expenses ( ) (20,062) (14,704) (11,286) (6,044) General administrative expenses ( ) (32,361) (23,080) (16,916) (9,220)
Net profit on sales 124,800 74,743 45,655 25,108
Other operating income 1,394 1,113 883 530 Other operating expenses ( ) (1,253) (1,181) (269) (151)
Operating profit 124,941 74,675 46,269 25,487
Other activities
Financial income 98,386 69,925 30,418 14,473 Financial expenses ( ) (75,266) (54,777) (18 478) (8,216)
Pre tax profit 148,061 89,823 58,209 31,744
Corporate income tax (current and (26,396) (16,679) ( 9,649) (6,211) deferred portions)
Net profit on ordinary activities 121,665 73,144 48,560 25,533
Net profit for the period reported 121,665 73,144 48,622 25,595
Earnings per share (in PLN) Earnings per share for the period 1.99 0.79 1.05 0.55 reported (in PLN) – basic
Earnings per share for the period 1.99 0.79 1.05 0.55 reported (in PLN) – diluted
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CONDENSED BALANCE SHEET ASSECO POLAND SA
30 June 2008 31 December 2007
(unaudited) (audited) ASSETS Fixed assets 2,581,708 1,769,316
Property, plant and equipment 240,784 18,278 Investment property 8,007 8,225 Intangible assets 1,609,363 859,041 Investments in subsidiary and associated companies 656,537 819,366 Long term loans granted 900 900 Financial fixed assets valued at fair value through profit or loss 197 551 Financial fixed assets available for sale 1,540 Long term receivables 24,164 30,114 Deferred income tax assets 35,966 31,104 Long term deferred expenses 4,250 1,737
Current assets 906,331 684,239
Inventories 13,979 14,012 Deferred expenses 37,802 14,862 Trade accounts receivable 191,861 104,212 Other receivables 170,437 156,094 Financial assets held to maturity 372,927 208,620 Loans 13,063 14,699 Financial assets valued at fair value through profit or loss 79,223 71,139 Cash and short term deposits 27,039 100,601
TOTAL ASSETS 3,488,039 2,453,555
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CONDENSED BALANCE SHEET ASSECO POLAND SA
30 June 2008 31 December 2007 (unaudited) (audited) SHAREHOLDERS' EQUITY AND LIABILITIES
Share capital 71,293 51,090 Share premium 3,107,563 1,651,371 Treasury shares (846,475) Retained earnings and current net profit 325,696 239,063
TOTAL SHAREHOLDERS' EQUITY 2,658,077 1,941,524
Long term liabilities 342,101 264,024
Interest bearing bank credits, loans and debt securities 158,724 186,367 Long term reserves 23,838 507 Long term financial liabilities 155,498 74,313 Long term deferred income 4,041 2,837
Current liabilities 487,861 248,007
Interest bearing bank credits, loans and debt securities 112,814 5,238 Trade accounts payable 45,379 53,042 Corporate income tax payable 4,370 28,535 Liabilities to the State budget 26,975 13,496 Financial liabilities 93,484 55,313 Other liabilities 132,025 64,833 Reserves 675 Accrued expenses 50,038 20,285 Deferred income 22,776 6,590
TOTAL LIABILITIES 829,962 512,031
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES 3,488,039 2,453,555
59 WorldReginfo - bc6f798c-b62c-4339-a2b6-30c5f32c4034 THE ASSECO POLAND GROUP Consolidated Quarterly Report for Q2 2008 All figures in PLN thousands, unless stated otherwise
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY ASSECO POLAND SA
for 6 months ended 30 June 2008 (unaudited) and for 12 months ended 31 December 2007 (audited)
Prior years' Capital from Total retained earnings Share capital Share premium Treasury shares bonds convertible shareholders' (deficit) and to shares equity current net profit
As at 1 January 2008 51,090 1,651,371 239,062 1,941,523 Net profit for 6 months ended 30 June 2008 121,665 121,665 Merger with Asseco Poland SA (508) (508) Merger with Prokom Software SA 20,203 1,456,192 (1,700) 1,474,695 Dividend for the year 2007 (32,825) (32,825) Treasury shares merger with Prokom Software SA (846,475) (846,475) As at 30 June 2008 71,293 3,107,563 (846,475) 325,694 2,658,075
As at 1 January 2007 25,175 253,151 1,407 59,420 339,153 Net profit for the period from 1 January 2007 to 31 December 2007 105,693 105,693 Dividend for the year 2006 (18,578) (18,578) Merger with Asseco Poland SA 4,310 13,381 17,691 Revaluation of net assets of Asseco Poland SA to fair value 79,147 79,147 as at the merger date Issuance of shares due to the merger with Asseco Poland SA 17,736 957,734 975,470 Issuance of shares due to acquisition of non cash contributions 3,210 117,807 121,017 Expenses related directly to issuance of shares due to the merger (3,332) (3,332) with Asseco Poland SA Issuance of shares due to conditional increase of share capital 295 12,712 (4,310) 8,697 (sale of warrants) Issuance of shares due to conversion of bonds convertible to 30 1,399 (1,407) 22 shares Issuance of shares of series E 4,644 311,900 316,544 As at 31 December 2007 51,090 1,651,371 239,063 1,941,524
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CONDENSED CASH FLOW STATEMENT ASSECO POLAND SA 6 months ended 6 months ended 30 June 2008 30 June 2007 (unaudited) (unaudited) Cash flows operating activities Pre tax profit 148,061 58,286 Total adjustments: (59,828) 47,914 Depreciation and amortization 13,608 4,264 Change in inventories 414 (3,063) Change in receivables 5,086 57,317 Change in liabilities (57,399) 4,926 Change in deferred and accrued expenses 41,053 19,025 Change in provisions (3,075) (6,566) Interest income and expense (939) (3,449) Gain (loss) on foreign exchange differences (29,983) (11,465) Gain (loss) on investing activities 9,332 (12,661) Valuation of financial derivatives (11,311) Other financial gains (losses) (26,968) Other items 354 (414) Net cash generated from operating activities 88,233 106,200 Interest paid (10,327) (15) Income tax paid (32,825) (7,051) Net cash provided by (used in) operating activities 45,081 99,134 Cash flows investing activities Disposal of tangible fixed assets 1,376 41 Disposal of financial assets held to maturity 418,531 40,660 Disposal of financial assets valued at fair value through profit or loss (156) Disposal of shares in subsidiary and associated companies 52,435 33,422 Acquisition of tangible fixed assets (3,273) (2,928) Acquisition of intangible assets (547) (783) Acquisition of subsidiary and associated companies (202,052) (4,263) Acquisition of financial assets held to maturity (489,107) (125,968) Loans taken out 4,000 Loans granted (1,404) (3,700) Interest received 554 535 Dividends received 22,325 7,751 Cash taken over under the merger 127,750 Cash provided by forward transactions 24,350 12,579 Net cash provided by (used in) investing activities (45,062) (42,810) Cash flows financing activities Issuance of shares 149,985 7,450 Dividend paid out (32,825) (17,344) Issuance of debt securities 10,418 (134) Redemption of debt securities issued (130,600) Bank credits and loans taken out/repaid (65,973) Finance lease commitments paid (4,586) (30) Other 278 Net cash provided by (used in) financing activities (73,581) (9,780) Net increase (decrease) in cash and cash equivalents (73,562) 46,544 Cash and cash equivalents as at 1 January 100,601 26,063 Cash and cash equivalents as at 30 June 27,039 72,607
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