The consolidated financial statement of Rainbow Tours S.A. Capital Group for the period from 1 January to 31 December 2014 Łódź, 30 April 2015 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) THE CONTENT OF CONSOLIDATED FINANCIAL STATEMENTS OF RAINBOW TOURS S.A.’S CAPITAL GROUP Content 1. THE STATEMENT OF ASSETS AND LIABILITIES – ASSETS ........................................................................... 5 STATEMENT OF ASSETS AND LIABILITIES –LIABILITIES ...................................................................................... 5 2 STATEMENT OF COMPREHENSIVE INCOME ............................................................................................. 6 3 STATEMENT OF CHANGES IN EQUITY ...................................................................................................... 7 4 CASH FLOW STATEMENT.......................................................................................................................... 8 5 Introduction ............................................................................................................................................ 9 5.1 GENERAL INFORMATION .......................................................................................................................... 9 5.2 DECLARATION ON CONFORMITY WITH REGULATIONS .......................................................................... 10 5.3 BASE OF PREPARATION OF THE FINANCIAL STATEMENT ....................................................................... 10 5.4 RAINBOW TOURS S.A.’S CAPITAL GROUP ............................................................................................... 11 5.4.1 Composition of the Capital Group ................................................................................................. 11 5.4.2 The companies, which are not consolidated ................................................................................. 11 5.4.3 Changes in the group’s structure and their effect, including mergers acquisitions and disposals of subsidiaries and long term investments ...................................................................................................... 11 6 THE ACCOUNTING RULES OF THE CAPITAL GROUP ................................................................................ 11 6.1 Basic rules ............................................................................................................................................... 11 6.2 CONSOLIDATION ..................................................................................................................................... 12 6.2.1 Valuation of assets and liabilities of the company ........................................................................ 14 6.2.2 Tangible fixed assets ...................................................................................................................... 15 6.2.3 Fixed assets held for sale ............................................................................................................... 16 6.2.4 Financial instruments .................................................................................................................... 17 6.2.5 Account receivables ....................................................................................................................... 19 6.2.6 Cash ............................................................................................................................................... 20 6.2.7 Cost prepayments and accrued income ........................................................................................ 20 6.2.8 Equity............................................................................................................................................. 20 6.2.9 Liabilities ....................................................................................................................................... 21 6.2.10 Provisions .................................................................................................................................. 22 6.2.11 Employee benefits .................................................................................................................... 22 6.2.12 Deferred tax .............................................................................................................................. 23 6.2.13 Contingent liabilities and assets ............................................................................................... 24 6.2.14 Assets and liabilities denominated in foreign currencies .......................................................... 24 6.2.15 impairment of assets ................................................................................................................ 25 6.2.16 Discontinued operations ........................................................................................................... 26 6.2.17 Lease ......................................................................................................................................... 26 6.3 RULES OF DETERMINATION OF THE FINANCIAL RESULT ........................................................................ 27 6.3.1 Net financial result ........................................................................................................................ 27 6.3.2 Sales revenue................................................................................................................................. 28 6.3.3 Cost of goods and products sold ................................................................................................... 28 6.3.4 The result on other operations ...................................................................................................... 28 Rainbow Tour S.A.’S Capital Group Page 2 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 6.3.5 6.3.6 6.3.7 Revenues and financial costs ......................................................................................................... 28 Income tax ..................................................................................................................................... 29 DIVIDEND PAYMENT ..................................................................................................................... 29 6.4 SEGMENT REPORTING ............................................................................................................................ 29 6.5 IMPORTANT ASSESSMENTS AND ASSUMPTIONS ................................................................................... 29 6.6 COMPARABILITY OF THE DATA ............................................................................................................... 30 6.7 NEW ACCOUNTING STANDARDS AND IFRIC INTERPRETATIONS............................................................. 30 7 REVENUES AND RESULTS FOR BUSINESS SEGMENTS ............................................................................. 31 8 SEASONAL, CYCLICAL AND OCCASIONAL REVENUE ............................................................................... 32 10. SELECTED FINANCIAL DATA ...................................................................................................................... 33 NOTES TO BALANCE SHEET ............................................................................................................................. 34 9 10 8.1 INTANGIBLE ASSETS ................................................................................................................................ 34 8.2 TANGIBLE FIXED ASSETS ......................................................................................................................... 36 8.3 INVESTMENT PROPERTY ......................................................................................................................... 38 8.4 FINANCIAL ASSETS HELD FOR SALE ......................................................................................................... 39 8.5 DEFERRED TAX ASSETS ............................................................................................................................ 40 8.6 STOCKS .................................................................................................................................................... 40 8.7 RECEIVABLES ........................................................................................................................................... 40 8.8 OTHER ASSETS......................................................................................................................................... 44 8.9 CASH AND CASH EQUIVALENTS .............................................................................................................. 44 8.10 SHARE CAPITAL .................................................................................................................................. 45 8.11 CAPITAL FROM VALUATION OF INCENTIVE PLANS ............................................................................ 45 8.12 PROVISION FOR DEFERRED TAX ASSETS ............................................................................................ 46 8.13 PROVISION FOR RETIREMENT BENEFITS ............................................................................................ 46 8.14 FINANSOWEGO LONG TERM FINANCE LEASE LIABILITIES.................................................................. 47 8.15 LIABILITIES .......................................................................................................................................... 47 8.16 PROVISIONS FOR OTHER LIABILITIES .................................................................................................. 49 8.17 LIABILITES DIRECTLY RELATED TO THE FIXED ASSETS HELD FOR SALE ............................................... 50 NOTES TO PROFIT AND LOSS ACCOUNT ................................................................................................ 51 9.1 REVENUES FROM SALES OF SERVICES, MATERIALS AND GOODS ........................................................... 51 9.2 COST OF SALES OF SERVICES, MATERIALS, GOODS, COST OF DISPOSAL AND OVERHEADS.................... 51 9.3 OTHER REVENUE/ OPERATING COSTS .................................................................................................... 51 9.4 REVENUE / FINANCIAL COSTS ................................................................................................................. 52 9.5 PROFIT (LOSS) SHARING IN THE SUBSDIARIES UNDER EQUITY METHOD ............................................... 52 9.6 INCOME TAX ........................................................................................................................................... 52 9.7 DISCONTINUING OPERATIONS ................................................................................................................ 52 CONTINGENT ITEMS .............................................................................................................................. 53 Rainbow Tour S.A.’S Capital Group Page 3 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 11 10.1 GUARANTEES AND WARRANTIES GRANTED ...................................................................................... 53 10.2 DISPUTABLE MATTERS ....................................................................................................................... 56 INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES ................................................................ 56 11.1 ASSOCIATES ........................................................................................................................................ 57 11.2 MERGERS, AQUISITIONS OF ECONOMIC ENTITIES AND THEIR DISPOSAL .......................................... 57 11.3 SHARES IN JOINT VENTURES .............................................................................................................. 57 11.4 REVENUES AND COSTS ....................................................................................................................... 57 11.5 SETTLEMENTS WITH ENTITIES LINKED BY EQUITY TIES ...................................................................... 57 11.6 OTHER TRANSACTIONS ...................................................................................................................... 58 11.7 REMUNARATION OF THE MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD 58 12 EVENTS AFTER THE BALANCE SHEET DATE ............................................................................................ 59 13 AIMS AND RULES OF FINANCIAL RISK MANAGEMENT........................................................................... 60 14 13.1 POLICY OF FINANCIAL RISK MANAGEMENT ....................................................................................... 60 13.2 CURRENCY RISK .................................................................................................................................. 60 13.3 PRICE RISK .......................................................................................................................................... 60 13.4 CREDIT RISK ........................................................................................................................................ 62 13.5 LIQUIDITY RISK ................................................................................................................................... 62 OTHER INFORMATION........................................................................................................................... 62 Rainbow Tour S.A.’S Capital Group Page 4 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 1. THE STATEMENT OF ASSETS AND LIABILITIES – ASSETS Description 31.12.2013 31.12.2014 fixed assets Tangible fixed assets 21 974 6 729 24 277 8 073 Intangible assets 14 814 14 814 196 196 Related entities Investment in subsidiaries 0 0 0 0 Investment in associates accounted for equity method Other financial assets 0 0 0 0 Investment property Finance lease receivables Deferred tax assets Other assets 0 0 235 1 194 0 0 132 287 189 082 13 48 818 14 81 674 Other financial assets 0 400 Finance lease receivables 0 0 Cash and cash equivalents 70 168 84 580 Other assets 13 288 22 414 0 154 261 0 213 359 31.12.2013 49 517 31.12.2014 78 540 Current assets stocks Trade receivables and other receivables Fixed assets held for sale Total assets STATEMENT OF ASSETS AND LIABILITIES –LIABILITIES Description Equity Share capital Supplementary capital (without results) Revaluation reserve own shares Accumulated profit Profit (loss) from previous years Net profit for the financial period Currency exchange differences of the entities operating abroad Equity attributable to shareholders of the parent company Minority interest Long-term liabilities Bank loans and credits loans and credits 1 455 1 455 32 384 32 384 -498 476 -663 -420 16 353 2 707 44 645 12 394 13 646 32 251 0 0 49 031 78 540 486 0 90 0 506 0 0 0 Other financial liabilities 78 494 Deferred income tax liabilities 12 12 0 0 Long-term capital lease obligations Long-term provisions 0 104 654 0 134 313 Trade liabilities and other liabilities Pension liabilities 90 397 111 048 Pension and holiday pay liabilities 0 90 Short-term capital lease obligations 0 0 Short-term bank loans and credits 27 0 659 659 13 571 0 22 516 0 154 261 213 359 Other financial liabilities Short-term provisions Liabilities directly associated with assets held for sale Total liabilities Rainbow Tour S.A.’S Capital Group Page 5 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 2 STATEMENT OF COMPREHENSIVE INCOME description Continuing activity sales revenue Continuing activity cost of sales 01.01.201331.12.2013 776 649 01.01.201431.12.2014 956 464 681 148 810 653 Gross profit (loss) on sale 95 501 145 811 Continuing activity cost of selling 65 051 87 327 Continuing activity overheads Continuing activity other operating profits 12 741 671 17 485 975 Continuing activity, other operating costs Profit (loss) on operations Continuing activity return on investment Continuing activity loss on investment Continuing activity finance revenue Continuing activity financial costs Net financial profits (loss) Profit (loss) sharing of associates profit sharing of associates loss sharing of associates Pre-tax profit and loss Continuing activity, income tax Current tax Deferred tax Deferred tax increase in charges Deferred tax decrease in charges Profit (loss) on continuing activity Profit (loss) on discontinuing activity Net profit on discontinuing activity Net loss on discontinuing activity 2 377 3 062 16 003 38 912 0 0 23 0 1 461 948 1 576 1 098 490 478 0 0 0 0 0 0 16 493 -2 984 39 390 -7 139 2 907 7 885 -77 746 77 -746 0 0 13 509 137 32 251 0 0 0 -137 0 Net profit (loss) 13 646 32 251 For: shareholders of the parent company 13 646 32 251 For: minority shareholders Other comprehensive income 0 -498 0 476 Cash flow hedges -615 588 117 -112 Income tax related to the items presented in other comprehensive income Other comprehensive income for the net financial period -498 476 Total comprehensive income 13 148 32 727 For: shareholders of the parent company For: minority shareholders 13 148 0 32 727 0 number of preference shares in the period (with respect to dividend) 0 0 Degree of preference 0 0 14 552 000 14 552 000 Number of ordinary shares in the period (with respect to dividend) Profit (loss) per share from continuing activity – basic 0,93 2,22 Profit (loss) per share from continuing activity – diluted Profit (loss) per share from continuing and discontinuing activity - basic 0,93 0,94 2,22 2,22 Profit (loss) per share from continuing and discontinuing activity – diluted 0,94 2,22 Comprehensive income per share from continuing and discontinuing activity – basic 0,90 2,25 Comprehensive income per share from continuing and discontinuing activity – diluted 0,90 2,25 Rainbow Tour S.A.’S Capital Group Page 6 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 3 STATEMENT OF CHANGES IN EQUITY 01.01.201331.12.2013 36 334 01.01.201431.12.2014 49 517 35 749 49 031 1 455 0 1 455 0 Other increases 0 0 amortization 0 0 Other decreases 0 0 Description Total equity Opening Balance Equity attributable to shareholders of the parent company opening balance Share capital opening balance Issue Share capital closing balance Supplementary capital opening balance agio Other increases Other decreases Supplementary capital closing balance Revaluation reserve opening balance Created on purpose Other increases Used purposely Other decreases 1 455 1 455 32 384 32 384 0 0 0 0 0 0 32 384 32 384 -555 -498 -498 0 0 555 476 0 0 -498 Revaluation reserve closing balance -498 476 own shares opening balance -243 -663 acquisition of own shares Other increases -420 0 0 0 0 -243 Disposal of own shares Other decreases own shares closing balance Retained profit/ loss opening balance Profit carried forward Other increases Dividend payment Loss carried forward Other decreases Retained profit/loss closing balance Profit for the period Loss for the period Net profit/loss closing balance Currency exchange differences of entities operating abroad Equity attributable to shareholders of parent company closing balance Minority interest opening balance Other increases Other decreases Minority interest Closing balance Total equity Opening Balance Rainbow Tour S.A.’S Capital Group 0 0 -663 -420 -110 2 707 2 818 13 646 0 575 1 468 5 031 0 0 -574 396 2 707 12 394 13 646 32 251 0 13 646 0 32 251 0 0 49 031 78 540 585 486 0 0 99 486 486 0 49 517 78 540 Page 7 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 4 CASH FLOW STATEMENT Description I. Pre-tax profit (loss) II. total adjustments amortization and depreciation currency exchanges gains (loss) interest and profit sharing (dividends) Profit (loss) on investment movements in provisions movements in stocks 01.01.201331.12.2013 16 493 01.01.201431.12.2014 39 390 41 587 -13 244 1 134 1 196 0 90 -1 285 -740 170 168 -797 4 981 144 -2 1 548 -38 783 movements in short-term liabilities and advance sales liabilities, except for loans and finance lease 41 388 20 963 other adjustments -1 680 -152 net cash from operations income tax paid 58 080 -3 443 26 146 -7 139 net operating cash flows 54 637 19 007 1 389 1 986 movements in receivables and prepayments interest received dividends from entities consolidated under the equity method 0 0 Proceeds from sales of financial assets held for sale 0 982 184 0 179 0 proceeds from sales of short- term securities 0 0 purchase of short-term securities 0 0 incurring/ repayment of loans/ credits 932 -200 Repayment of loans/ credits 932 0 Granting loans/ credits Proceeds from sale of subsidiary / Purchase of subsidiary 0 -70 200 0 proceeds from sale of tangible assets proceeds from sales short –term securities / purchase of short term securities Proceeds from sale of subsidiary 0 0 70 0 Other Incurring/ Repayment 0 0 Other incurring 0 0 Other repayment 0 0 1 743 692 1 848 1 099 Purchase of subsidiary Expenditures for purchase of fixed assets Net cash from investments Proceeds from issue -420 0 Incurring/ Repayment of loans and credits -30 -26 Incurring of loans/ credits 485 0 Repayment of loans/ credits 515 26 Other Incurring/ Repayment Other incurring 0 0 0 0 Other repayment 0 0 Repayment of finance lease liabilities 8 0 575 5 031 Dividends paid Interest paid 67 637 Cash net from financing activities Increase/ (decrease) in net cash and cash equivalents -1 100 54 229 -5 694 14 412 Balance sheet change in cash 54 229 14 412 Change in cash from currency exchange differences 0 0 Cash and cash equivalents opening balance 15 939 70 168 Cash and cash equivalent closing balance 70 168 84 580 Rainbow Tour S.A.’S Capital Group Page 8 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 5 5.1 Introduction GENERAL INFORMATION The main object of Rainbow Tours S.A.’s Capital Group is provision of tourism services, particularly in the scope of organization and sales of own package travels and agency selling tourism services of other companies. As operations of Rainbow Tours S.A.’s Capital Group developed the structure of sales was expanded by sales of airlines, coach and ferry tickets. Sales are made through four main distribution channels: chain of own sales offices (customer service centres), agents’ network, internet and independent call centre. The parent company of the Capital Group is Rainbow Tours SA with registered office in Łódź, ul. Piotrkowska 270, 90-361 Łódź, Poland entered into register of entrepreneurs kept by District Court for Łódź Śródmieście, XX Department of National Court Register under KRS (National Court Register Number) number: 0000178650. As at the balance sheet date the Capital Group comprises following subsidiaries: No Name of the Entity 1 Portal Turystyczny Sp. z o.o. 2 Rainbow Tours Biuro Podróży Sp. z o.o. 3 ABC Świat Podróży Sp. z o.o. 4 Bee&Free sp. z o.o. Seat of the Entity 90 – 361 Łódź, ul. Piotrkowska 270 90 – 105 Łódź, ul. Piotrkowska 70 90 – 361 Łódź, ul. Piotrkowska 270 90 – 361 Łódź, ul. Piotrkowska 270 Share of the share capital Share of votes at GM 100% 100% 100% 100% 100% 100% 100% 100% RAINBOW TOURS SA – parent company Currently, the activities of the parent company mainly focus on sales own tourism services and agency selling external tourism services, coach tickets and airline tickets. The task of the Issuer is to provide external financing to the Group’s entities and to ensure their development. 1) PORTAL TURYSTYCZNY Sp. z o.o. – subsidiary PORTAL TURYSTYCZNY Sp. z o.o. with registered office in Łódź is a subsidiary (100% subsidiary of the issuer). The activities of PORTAL TURYSTYCZNY Sp. z o.o. consist in activities of agency selling marketing materials and services to the entities of the Company. 2) RAINBOW TOURS Biuro Podróży Sp. z o.o. – subsidiary The issuer holds 100% of shares in RAINBOW TOURS – Biuro Podróży Sp. z o.o., which main activity is agency selling marketing materials and services for the companies of the Group. The members of the Management Board of the Issuer are at the same time members of the Management Board of RAINBOW TOURS Biuro Podróży Sp. z o.o. The company was formed in July 2003 and registered in September 2003 and the control over the company was taken in January 2007 i.e. at the date of registration of the increase in newly issued shares, which were taken up the entity. 3) ABC Świat Podróży Sp. z o.o. – subsidiary ABC Świat podróży Sp. z o.o. is a network of travel offices situated in shopping centres in Wielkopolska region and which sells the offer of the biggest national and foreign tour operators. In May 2008 the issuer acquired 100% of shares from the previous owners of the company. The Control was taken over on 1 June 2008. 4) Bee&Free sp. z o.o. – subsidiary On 31 December 2010 the Capital Group was expanded by Bee&Free sp. z o.o. The company specializes in selling blocks of seats in charter planes. The parent company controls 100% of the entity’s shares. Rainbow Tour S.A.’S Capital Group Page 9 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) These consolidated financial statements for the year ended 31.12.2014 cover the parent company and its subsidiaries (jointly referred to as “Rainbow Tours’ Capital Group”, “Capital Group”, and “the Group”. The chart below presents the Capital Group as at 31 December 2014. The consolidated financial statements were drawn up on assumption that business operations will be continued by the parent company and the entities of the Capital Group in the foreseeable future. According to the Management Board of the parent company there are no circumstances which would pose a threat to continuation of the operations of the Capital Group. Main accounting rules used during preparation of the consolidated financial statements are presented below. The rules were applied continuously in all the years covered by the financial statements. The financial statements of the individual entities of the Group are presented in the currency of basic economic environment, in which the entities operate in (“functional currency”). The consolidated financial statements are drawn up in Polish zloty (PLN), which constitutes the presentation and functional currency of the parent company. All financial data are presented in thousands of Polish zloty, unless indicated otherwise. . 5.2 DECLARATION ON CONFORMITY WITH REGULATIONS These consolidated financial statements were prepared in accordance with International Financial Reporting Standards, which were approved by European Union, and which were issued an were applicable as at date of these financial statements. The entity has set 30.04.2015 as the date of approval of these consolidated financial statements. 5.3 BASE OF PREPARATION OF THE FINANCIAL STATEMENT These consolidated financial statements present financial data in the balance sheet as at 31 December 2014 and as at 31 December 2013, statement of changes in equity for 2014 and 2013, profit and loss account presenting the data for the period from 01.01-31.12.2014 and 01.01-31.12.2013 and cash flow account for the period 01.01-31.12.2014 and 01.01-31.12.201 and notes to these financial statements. Rainbow Tour S.A.’S Capital Group Page 10 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Since 2006 inclusively the Consolidated Financial Statements of Rainbow Tours S.A.’s Capital Group were not drawn up taking into account the exemption under to provisions of the Accounting Act of 29 September 1994. The arrangements and the transition from the accounting Act to IFRS were described in a note to the annual consolidated financial statements for 2007. Since 2007 the consolidated financial statements of Rainbow Tours S.A.’s Capital Group are drawn up in accordance with IFRS. 5.4 RAINBOW TOURS S.A.’S CAPITAL GROUP 5.4.1 Composition of the Capital Group The parent company of the Capital Group is Rainbow Tours S.A. The table below presents information on share of the capital share, share of votes at GM and the objects of the subsidiaries, in which Rainbow Tours S.A. holds shares. Company, name and seat No % share of the share Country of capital registration % share of votes at GM The object SUBSIDIARIES 1 2 3 4 Portal Turystyczny Sp. z o.o. Łódź Rainbow Tours Biuro Podróży Sp. z o.o. Łódź ABC Świat Podróży Sp. z o.o. Łódź Bee&Free Sp. z o.o. Łódź 5.4.2 100.00% Polska Activities of agent selling marketing materials and 100.00% services for the companies of the Group. 100.00% Polska 100.00% Activities of the agent selling airline tickets 100.00% Polska 100.00% Activities of selling package travel 100.00% Polska 100.00% Tour operator activities The companies, which are not consolidated All subsidiaries are consolidated. The company does not have associates. 5.4.3 Changes in the group’s structure and their effect, including mergers acquisitions and disposals of subsidiaries and long term investments In 2014 there were no changes in the structure of the Capital Group. 6 THE ACCOUNTING RULES OF THE CAPITAL GROUP 6.1 Basic rules Recognition of economic transactions: Economic transactions are recognized in the accounts upon execution and recognized in the respective period. Historical cost principle: The base of recognition in the accounts and the recognition of each item of assets and liabilities for the first time is their historical cost. They are subsequently valued according to the rules presented in the next part of the accounting policy, differently for different items of assets and liabilities. Superiority of the economic content over the legal from: Transactions are recognized in the accounts and stated in financial statements according to their economic content, and not only the legal form, in which the transaction was executed. The company Rainbow Tour S.A.’S Capital Group Page 11 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) analyses the economic content of the contracts and the transactions executed on daily basis and records them in a way to truly and reliably present the financial performance of the entity. Principle of materiality: Financial or other information is considered material when such information, if not recognized or distorted (in the accounts or notes to financial statements), could affect economic decisions taken based on the financial statements by the users of financial statements 6.2 CONSOLIDATION Consolidation is aimed at presentation of assets, financial standing and performance of the entities within the Capital Group in a way as it was one entity. The Capital Group comprises the parent company and its subsidiaries. Related parties of the entity are as follows: 1. The entities, which directly or indirectly through one or more intermediaries: Control or are under control or joint control of the company (they include parent companies of Capital Groups, subsidiaries and subsidiaries within the same Capital Group). a. Hold shares in the company, which enable them to exert significant influence over the company, or b. Jointly control the company 2. Associates of the company (within the meaning of IAS 28 “Investments in associates and joint ventures”). 3. Joint ventures in which the company holds shares, 4. Members of the key management personnel or the parent company, 5. Close members of the families of the persons mentioned in point 1 and 4, 6. The entities, over which the persons mentioned in point 4 and 5 exert control, jointly control them, have significant influence or hold directly or indirectly the significant share in voting rights The parent company is an enterprise, which has one or more subsidiaries. A subsidiary is an enterprise, which is controlled by a parent company. It is assumed, that a parent company controls the subsidiary, if the parent company holds directly or indirectly – through its subsidiaries- more than half of the voting rights in the subsidiary. The control is also exerted when the parent company holds half or less of the voting rights in the subsidiary and: 1. Holds more than half of the voting rights pursuant to agreements with other investors 2. Has the ability to manage the financial and operational policy of the subsidiary pursuant to the articles of association or the memorandum of association 3. Has the ability to nominate and dismiss the majority of the members of the Management Boards of the subsidiary or: 4. Holds the majority of the votes at the meetings of the Management Board of the subsidiary An associate is the enterprise over which an investor has significant influence, and which is neither the subsidiary of the investor, nor a joint venture with the investor. It is assumed that the investor has significant influence, if the major investor holds directly or indirectly – through its subsidiaries – 20% or more votes in the enterprise, in which it invested. The significant influence of the investor can take following forms: taking part in the creation of the strategy of the enterprise operations, including participating in the decisions concerning dividend payments, significant transactions between the investor and the enterprise, mutual exchange of management personnel, or making available significant technical information 1. sitting on the Management Board of the enterprise 2. taking part in the creation of the strategy of the enterprise operations, including participating in the decisions concerning dividend payments 3. significant transactions between the investor and the enterprise, 4. mutual exchange of management personnel, or 5. making available significant technical information Rainbow Tour S.A.’S Capital Group Page 12 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) The Subsidiaries of Rainbow Tour S.A., which are parent companies towards their own subsidiaries, do not draw up consolidated financial statements, under the following conditions: 1. Minority shareholders of parent companies were informed about the fact and did not object to them 2. Debt and equity securities, which are issued by the parent company, are not publicly traded on official securities market. The list of enterprises in the consolidated financial statement and the list of enterprises excluded from consolidation are drawn up using the quality criteria supplemented by the quantitative criteria. The base to figure out if the enterprise is insignificant for the proper presentation of the Group as a whole, and in a result if it can be exempted from consolidation, is applying those criteria to the relations between the enterprises in the group. The entity cannot be considered insignificant if: 1. Provides goods and services, which are consistent with the core business of the parent company or other enterprises of the Capital Group, and the lack of this enterprise may adversely affect the economic standing of the whole Group. 2. Constitutes the source of the long-term capital or the funds used for financing its core business for the parent company. 3. Exposes the parent company at the risk resulting from possession of this enterprise or possession of the assets used for obtaining majority of the benefits from its operations, operates business on behalf of the parent company to satisfy its economic needs, from which the company derives benefits, holds own shares of the parent company. In the separate financial statements drawn up the companies of Rainbow Tours S.A.’s Capital Group investment in subsidiaries and interest in joint ventures are valued as at the balance sheet date at the price of acquisition plus permanent impairment losses. In the consolidated financial statements as at the balance sheet date investments in subsidiaries are valued taking into account consolidation exclusions described below. The consolidated financial statements are the financial statements of the capital Group prepared as if they were financial statements of a single enterprise: The consolidated financial statements are prepared by the parent companies. The consolidated financial statements of the Capital Group comprise: 1. Consolidated balance sheet – assets and liabilities 2. the consolidated statement of comprehensive income 3. the consolidated cash flow statement 4. the consolidated statement of changes in equity 5. the additional notes The consolidated financial statements should present the transactions executed between the companies of Rainbow Tours Capital Group and external entities. In order to achieve this objective the company should: 1. Identify the accounts in every company, in which the transactions with other companies in the holding are recorded, 2. Reconcile bank accounts and turnovers between each of the consolidated companies. 3. Exempt the transactions concerning: a. Value of shares acquired by the parent company (exemption from the financial statements of the parent company). b. the part of the equity of subsidiaries, which is equivalent of the share of the parent company in the assets of these enterprises (exemption from the financial statements of the subsidiaries) c. Mutual receivables and liabilities and other similar settlements of the consolidated enterprises d. Income and costs of the transactions between the consolidated enterprises e. Profits and losses resulting from the transactions between the consolidated enterprises, which are contained in the consolidated assets Goodwill of the subsidiaries in the consolidated financial statements is the gain between value at the purchase price of the share in net assets of the subsidiary and its fair value measured as at the Rainbow Tour S.A.’S Capital Group Page 13 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) acquisition date. Goodwill of the subsidiaries is presented in the separate item of the consolidated balance sheet. Goodwill of the subsidiaries is not amortized; however it is reduced by impairment losses, if any. Goodwill of the subsidiaries is tested for impairment at the end of each financial year. Goodwill is tested for impairment for other balance sheet dates, if there are circumstances indicating the necessity of testing. Any difference in minus between the value at the purchase price of the share in the net assets of the subsidiary and its fair value at the purchase date is recognised in the financial result of the period, in which the share was purchased. The financial statements of the companies in Rainbow Tours Capital Group, for which functional currencies differ from presentation currency, are translated into presentation currency as follows: 1. Assets and liabilities are recognized at the closing rate applicable as at the balance sheet date 2. Income and costs in the statement of comprehensive income are recognized at the average exchange rate being the average of the closing rates applicable at the last days of the months in the financial period 3. All resulting exchange rates are recognised as separate component of equity 6.2.1 Valuation of assets and liabilities of the company Intangible assets The enterprise recognizes intangible assets in accounts if the inflow of economic benefits from the intangible assets is probable in the future and their cost may be reliably assessed. Intangible assets purchased are recognized in the accounts at the purchase or the manufacture. The enterprise purchases only such intangible assets, from which it expects economic benefits in the future. The intangible assets are tested for impairment to reflect the loss of the ability to generate economic benefits in the periods after the purchase. The Management Board of the company determines if the components of the intangible assets have a definite or an indefinite period of useful life. Especially, the elements of the intangible assets, for which, as at date of the beginning of useful life, the enterprise will not be able to figure out for how long it will obtain economic benefits, have the indefinite useful life. Research and development, the production technology purchased or brands can have the indefinite period of useful life. The intangible assets with the indefinite useful life are not amortized. As at each balance sheet date the enterprise: • Review the assets for impairment loss; • Verify if the assumption of the indefinite useful life is still justified. The enterprise amortizes the components of the intangible assets on the straight line basis. The amortization commences in the month following the month, in which the components are available to use. The enterprise stops amortization in the month when the component of intangible assets is classified as the available for sale fixed assets in accordance with IFRS 5 or withdrawn from useful life (liquidated or sold). O Amortization periods of individual categories of intangible assets: Software 5 years The company does not do research and development works. The costs of developing internet websites are recognised in costs of current period – self-cost of services sold. Rainbow Tour S.A.’S Capital Group Page 14 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Goodwill is a surplus of the costs of takeover over the share of the company in the fair value of identifiable assets, liabilities and contingent liabilities as at the date of taking over. In the financial statements the enterprise recognizes only goodwill resulting from the purchase transactions of the enterprise. Goodwill is not amortized. Goodwill is annually tested for impairment, if any. Goodwill is recognized in the balance sheet at the cost less impairment losses. The impairment loss is recognized in the profit and loss account and is not reversed in the subsequent periods. Intangible assets are tested for impairment if there are the premises for impairment described in point 3.15 or annually in case of the intangible assets of the indefinite useful life 6.2.2 Tangible fixed assets The enterprise recognizes the fixed assets in the accounts if inflow of economic benefits is probable and when their cost may be reliably assessed. The fixed assets, which are purchased or generated internally fixed assets, are recognised at the purchase or the generation. The enterprise purchases only such fixed assets, from which it expects future economic benefits. The fixed assets are tested for impairment after the purchase in order to reflect a lost capacity to generate economic benefits Subsequent outlays are recognized in the balance sheet value of the fixed assets or recognised as a the separate fixed asset only then when the inflow of economic benefits from the asset for the company is probable, and the cost of the item can be reliably measured. All other maintenance costs are recognised in the profit and loss account in the period, in which they were incurred. In case of the replacement of some of the fixed asset, cost of the replaced part is recognized in its balance sheet and simultaneously the balance sheet value of the replaced part of the fixed asset is removed from the balance sheet, irrespective, whether it was separately depreciated. Net value of the removed part of the fixed asset is recognized in profit and loss account. The fixed assets in the enterprise are depreciated through the definite period of the useful life. The amount subject to depreciation is the difference between the purchase cost of the fixed asset and its residual value (the amount, which the enterprise expects to obtain from the sale of the asset after the period of its useful life). This amount and the period of the useful life are determined by the Management Board, or the unit responsible for the purchase of the fixed asset, at the receipt of the invoice for the fixed asset, before recognition in the accounts. If the residual value is defined as insignificant against the value of the fixed asset (less than 10% of the purchase price) it is assumed that it amounts to zero. In case of the assets with the useful life of over a year, for which the acquisition cost per unit is insignificant against the value of all fixed assets in the given group, the enterprise depreciates this fixed asset only once, in the month of entering the fixed asset in the accounts. The limit of the value of recognizing the fixed asset subject to single- time depreciation is PLN 3,500. At the purchase of the fixed assets, the unit responsible for the purchase determines whether the fixed assets purchased comprise the elements of various periods of the useful life and if the value of such elements is material in the relation to the value of the whole fixed asset. If such elements are identified, they are separately stated in the fixed asset register and depreciated through their respective period of useful life. The acquisition price of this element is a percentage of the price of the whole fixed asset determined by the unit responsible for the purchases. The enterprise uses the cost model to determine the net value of the fixed assets. The cost model assumes the initial recognition of the fixed asset at the acquisition price and its subsequent depreciation over the economic useful life to the residual value. General periods of depreciation of individual categories of the fixed assets: Acquired usufruct rights Rainbow Tour S.A.’S Capital Group 20 years Page 15 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Real property Equipment – computer hardware Means of transport Other fixed assets 40 years 3 to 4 years 3 to5 years 5 to 8 years The value of the fixed assets, which are subject to the depreciation, is systematically depreciated over the useful life. At least once a year the period of the useful life and the residual value is verified Calculation of the depreciation begins in the month after the month when the component of the fixed asset is available for use. The depreciation ends in the moment, when the component of the fixed asset is withdrawn from the useful life (liquidation or sale) or the value of the depreciation will amount to the value of the fixed asset The cost of fixed assets constructed by the entity is the sum of all expenses incurred for making the fixed asset usable plus costs of depreciation of these fixed assets, which are used for the construction. Debt service cost of the liabilities incurred to finance construction of new and reconstruction fixed assets held less related revenue is activated in the value of fixed assets – according to the alternative approach expressed in IAS 23 “Borrowing costs” Fixed assets are tested for impairment if there are reasons for impairment. 6.2.3 Fixed assets held for sale The enterprise classifies fixed assets held for sale if the economic benefits from fixed assets will be derived from their sale, and not from further usage. The decision to reclassify the assets taken by the Management Board is binding. The condition of classification of the fixed assets as the fixed assets held for sale is their availability for immediate sale. The period from the classification of the fixed asset as the fixed asset held for sale till sale should not exceed one year. The fixed assets held for sale are recognized in the value lower than: 1. Book value 2. . Fair value less the cost of sale. The fixed assets held for sale are not depreciated. The fair value of the fixed assets held for sale is determined based on the comparison of the transaction prices of similar or same components of the assets. Such information is gathered by the managers of the units, which are responsible for the asset. The value is determined as follows: 1. Based on the professional knowledge on prices of similar assets. 2. Based on the information received from the agents, 3. Based on the bids received The fair value, which is measured in this manner, is reduced by the indispensable costs of sale, and in particular: 1. Estimated prices of sales commission for agents 2. The estimated cost of repair, which are necessary before sale, estimated costs of taxes and other legal and public payments connected with the sale, to which the enterprise is obliged in accordance with the legal provisions or pursuant to the sale agreement. 3. All other payments, which are not yet incurred, connected with dismantling or transporting the assets to the purchaser Rainbow Tour S.A.’S Capital Group Page 16 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 6.2.4 Financial instruments Financial instruments –loans granted and own receivables Non-derivative financial assets with determined or determinable rate of payment, which are not quoted on active market, other than: classified as financial assets recognized in fair value through profit and loss account or available for sale are classified as loans granted. In order to classify the loans to this category they must come from direct delivery of cash by the company to other party. Loans granted are recognised in accounts at the date, at which the amounts to borrower become payable under the agreement, and they are derecognized from the balance sheet when the contractual rights to financial asset’s cash flows expire or the financial asset is transferred with whole risk and all benefits related to this asset. As at the date of entering into the accounts the assets are valued in the fair value of funds transferred plus transaction costs. At the balance sheet date the assets are valued in the in the depreciated cost using effective interest rate embedded in the loan plus permanent impairment loss. Effective interest is determined as interest rate discounting value of all loan related cash flows to zero. All loan payments are made of financial and capital part. The capital part decrease the cost of loan receivables, the financial part increase financial revenue Financial instruments – held for maturity Financial assets not recognised as loans granted and own receivables with determined maturity date, determined nominal value and economic benefits are classified as financial assets held to maturity under the condition that the entity intends and will hold these instruments to maturity date. Assets are entered in the accounts before the date of making the transaction, and derecognised when the contractual rights to financial asset’s cash flows expire. As at the date of entering in accounts these assets are valued at fair value of funds transferred plus transaction costs. As at the balance sheet the assets are valued at amortised acquisition price using effective interest rate plus permanent impairment loss on fair value. The effective interest rate is determined as interest rate discounting the value of all asset’s cash flows to zero. Financial instruments – financial assets recognised in fair value through profit and loss account (financial assets in trading portfolio) Financial assists recognised in fair value through profit and loss account are financial instruments, which were purchased for resale or repurchase in a short-term ( not later than within 12 month from the purchase date) in order to earn short-term profit on fluctuation of market prices. The assets are entered in the accounts at the date of conclusion of the transaction, and derecognized when the contractual rights to financial assets related cash flows expire or when the financial asset is transferred with whole profit and benefits related with this asset. Both at the date of entering in the accounts an at the balance sheet date financial assets in trading portfolio are valued at fair value, which is understood as the amount for which the asset can be sold or pay the debt in transaction between two well-informed, interested and nonrelated parties without deduction of transaction costs related with the sale of the instrument. The profits or losses on valuation are recognized in the income statement of the entity. Financial instruments – financial instruments held for sale Financial assets held for sale are non-derivative financial assists, which are not classified as financial assets recognised in fair value through profit and loss account, loans and receivables and assets held Rainbow Tour S.A.’S Capital Group Page 17 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) for maturity. As assets in trading portfolio are classified shares in companies, which are not subsidiaries, related entities, which are not traded on active market and which are short-term and long-term assets. The assets are entered into accounts at the date of conclusion of the transaction and derecognised in the balance sheet when the contractual rights from financial assets related cash flows expires or the financial asset is transferred with whole profit and benefits related with this asset. As at the date of entering in the accounts the assets are valued in fair value plus transaction costs, and at the balance sheet the assets are valued in fair value with impairment loss write-downs, which are recognised in revaluation reserve. In case of debt instruments the profit or loss on the value of the instrument determined with the use of effective rate of return and fair value recognised in revaluation reserve. Profits and losses resulting from change in fair value of the asset are recognised directly in equity. Assets held for sale, for which no active market exists – in case when determination of fair value is not possible, the assets are valued in acquisition price less impairment loss, and the results of the valuation are recognised in financial result. Rules of determining the fair value of financial instruments The best reflection of the fair value of assets or liabilities for the entity is generally available market price at the active public stock exchange market. Active market means that does not have to be adjusted due to changing economic condition and in such amount, which guarantee: a. That the price determined is not the result of off market agreement of the parties making the transaction b. That it is possible to sell the financial instruments without significant impact on the price market. If the market does not meet the criteria determined for active market the entity evaluating financial instruments will reflect changes in economic environment (with respect to credit rating of the issuer of the instrument, changes in basic risk of the issuer) and adjust the price which was set on the market. If the instrument is not quoted on the stock exchange market the entity: a. In case of instruments, which give right to share of the share capital they will be valued at the acquisition price adjusted by impairment loss if the reasons for the loss. b. Take into account transaction price of the financial instrument off regulated market (if the information is available) and adjust it by available information on changes in economic environment, which affect the price of the instrument. c. If the off regulated market price will not be available the entity will use generally recognised methods of valuation of individual financial instrument, which would be used by the market participants in determination of the price of the instrument in market transaction. Especially in case of debt instruments the value of the instrument will be appraised with the use of effective rate of return calculated on the base of all cash flows related to the financial instrument. Any value determined in such a way will be tested for impairment loss if there is reason for impairment loss. Determination of value of instruments in trading portfolio with the use of effective rate of return. Value of instruments in trading portfolio with the use of effective interest rate is determined in the same way as for loans granted by the entity. If the maturity date of the debt instrument does not exceed 12 months discounts and interest accounted for with the use of linear method a recognised as approximation of the effective rate of return, if the profit or loss will not be significant for the financial statements taking into account the value of instruments held Recognition and valuation of derivatives Rainbow Tour S.A.’S Capital Group Page 18 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Derivatives are recognised in the account at the time when the company becomes the party to a binding agreement. The company uses derivatives to minimize risk related with fluctuations in currency exchange rates. These instruments do not constitute hedges. As the balance sheet derivatives are valued in fair value. Instruments with fair value exceeding zero are financial assets, and the instruments with negative fair value constitute financial liabilities. Profit or loss on derivatives is recognised respectively in revenue or financial costs, and as operation cash flow statement. Recognition and valuation of embedded derivatives As at the balance sheet date the entity assess if the agreements do not provide for provisions, which do not actually constitute derivatives, if the nature of the instruments differs from the nature of the main agreement. Embedded derivatives are conditions stipulated in the agreement, providing for that some or whole cash flows under the agreement change in the similar manner as separate derivatives. They constitute so called elements of principal agreement. The entity especially assess if there are derivatives embedded in the agreements, in which: a) The price of purchase or sale stipulated in the agreement depends on the currency exchange rates, interest rates or prices of the financial instruments and this is not ordinary manner of setting the price in this type of the agreement in the specific economic environment, b) The purchaser or seller has the option of accounting for (currency or price) of the individual agreement. All derivatives identified in this manner are treated as instruments in trading portfolio and carried at fair value. Changes in the fair value are recognised in the income statement of the entity. The fair value is determined based on the fair value of similar financial instruments with determined market value or based on the model of valuation, which is generally accepted for the individual type of the derivative. Such model will be determined based on identification and classification of embedded derivative. 6.2.5 Account receivables The trade receivables are recognized in the balance sheet at the date of sale of services, materials or goods according to the policy concerning recognition of sales revenue The trade receivables are recognized in a nominal value. The enterprise monitors recoverability of the amounts of the receivables on a daily basis. In case when the recoverability of the receivable is not probable then the allowance to reduce accounts receivable to the recoverable value is recognized. Receivables with financing component For trade receivables with the payment date extended enough, that the delivery contains financing element (the entity assumes that the payment date for receivable should exceed 12 months for the delivery to contain financing element) the entity recognizes receivable in the nominal amount less discount calculated using effective rate of return. 1. Embedded in the agreement if the price for the provision of services or delivery of goods was set at a different level than it would be set if the payment for the delivery was immediate. 2. Resulting from assessment of creditworthiness of the recipient and respective loan interest rate, which the entity would be inclined to grant the recipient, if the interest rate embedded in the agreement does not exist or does not meet market conditions. The difference between nominal amounts received from recipients and the value of the sales revenue is recognised as financial revenue to be paid. Rainbow Tour S.A.’S Capital Group Page 19 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 6.2.6 Cash The enterprise considers cash in hand and demand deposits as cash. Other monetary assets (equivalents) are short term investments with high liquidity. They are treated as cash equivalents if they are easily convertible in exchange for the predetermined amounts of cash and the risk of change in the value is slight. The enterprise recognizes as cash in hand and cash at bank especially: Bills of exchange and cheques received Treasury bills and other monetary instruments with original date of redemption that does not exceed 3 months if there is an active market for them 6.2.7 Cost prepayments and accrued income The company recognizes prepaid expenses for expenditures incurred referring to the future reporting periods. Costs of organizing package travel, the cost of commission on package travel and catalogues for the next financial year, insurance and the subscription for the next period are treated as deferred costs. Prepaid expenses may be written off within time or according to the amount of services. Time and method of accounting for is justified by the nature of the costs accounted for taking into account precautionary principle. Tourism market in Poland is specific in the summer months. Taking into account the operations of the issuer the process of preparing the offers starts in III quarter of the preceding year, and the sale of the offer starts in the fourth quarter of the colander year. In this time the company incurred the most expenses related to preparation of the offer (print and distribution) and marketing and promotional activities (making of TV and radio commercials, costs of broadcasts, online advertising, and mailings). That means that costs – especially the marketing costs of such offer are incurred considerably earlier than the revenue recognised in the accounts. According to major accounting rules and tax law the costs should be recognised at the time when the service is provided. The previously incurred marketing expenses are accounted for the cost of operations of the respective periods adequately to the sales revenues that is implementation of the package travel. The Management Board of the company took up this policy of accounting for marketing costs taking account the period of the drawing up of financial statements determined in the articles of associations, which is corresponding to the calendar year. The amount of the costs is calculated as the amount paid taking into account precautionary principle. 6.2.8 Equity Share capital The authorized capital is presented in the financial statements at the registration in National Registry Court. The authorized capital is recognized at the nominal value of the shares delivered for payments or contributions. The surplus of payments over nominal value of shares or the surplus of the fair value of the contribution over the nominal value of the shares delivered is recognized as the supplementary capital. The amount of the unpaid capital from the shares delivered by the enterprise is recognized in the liabilities of the balance sheet as decrease in equity. Recognition of own shares Rainbow Tour S.A.’S Capital Group Page 20 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Owen shares of the entity are recognised in financial statements in minus as decrease in equity. Own shares are valued at fair value. Real option valuation capital The company operates real option programme, in which some of the members of the management and senior employees were granted share options. The Management Board of the Company is not covered by the programme. The capital is created in case when real option programme is introduced. The supplementary capital from the surplus of the issue price over the nominal value The supplementary capital is recognized especially for the surplus of the issue price (or the fair value of the contributed assets) over their nominal value. Revaluation capital The capital is created in the amount of the difference between fair value of the financial instruments in trading portfolio and their cost of acquisition (the cost adjusted by the amortization of finance revenue using the effective rate of return) The difference is recognised in the income statement in the period when the decision to sell the financial instrument was taken. The capital from translation differences in entities operating abroad The capital is used to recognize the currency translation differences resulting from using different exchange rates to translate respectively the balance sheet and the profit and loss account of the companies in the Capital Group of Rainbow Tours S.A., for which functional currencies differ from the presentation currency of the Group. 6.2.9 Liabilities A liability is a current obligation of the enterprise to transfer assets or provide services in the future arising from past events, as a result of which economic benefits will outflow from the enterprise In case of the liabilities, which maturity date is extended enough that the delivery contain the financing element (the enterprise considers that the maturity date for the liability should exceed 12 months, so as the delivery contain the financing element), the enterprise recognizes the liabilities in the nominal value less discount calculated using the effective rate of return: 1. Embedded in the agreement, if the market price of the delivery is at the different level than it would be determined if the payment for the delivery was immediate, or: 2. Resulting from the estimated interest rate on the loan, which the enterprise would obtain, if the enterprise would like to finance such purchase with the loan, if the interest rate embedded in the agreement does not exist or is not equivalent to market conditions. The difference between the nominal amounts to be transferred to the supplier and the acquisition cost recognized as the financial cost Finance lease liability The value of the finance lease liabilities at the conclusion of the agreement is equal to the discounted value of all finance lease payments using the discount interest rate embedded in the lease agreement Rainbow Tour S.A.’S Capital Group Page 21 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) In the subsequent periods the value of the liability is reduced by the amounts already paid determined by the deduction from the total payment the financial part of the payment resulting from multiplying the value of the liability at the end of the previous period through the discounted interest rate embedded in the lease agreement. 6.2.10 Provisions Provisions are recognized when the Company has a legal or customary obligation resulting from past events and it is probable that in order to fulfil the obligation the resources will outflow and the amount of the outflow may be reliably assessed. Provisions are recognized and classified depending on the reason for their creation in the following groups: 1. Provisions for liabilities, in particular concerning the agreements which give rise to the liability resulting especially from guarantees, warranties and outcomes of legal proceedings, 2. restructuring provisions Provisions for future operating losses are not created. Provisions for the agreements concluded, for which inevitable costs of transferring goods or providing services, will exceed the expected revenue If there are the agreements for which the inevitable costs of performing the agreement exceed the economic benefits expected from the agreement, the enterprise recognizes loss, which will be presented in the agreement in the period the surplus of the costs was recorded. For this loss the enterprise creates provision in the amount as follows: 1. Total loss from the agreement – if up to the balance sheet date the revenue recognized exceeds costs incurred; 2. The difference between the loss from the agreement and the surplus of the costs incurred over the revenue obtained – if, till the balance sheet date, the costs incurred exceeded the revenue recognized. Other provisions Other provisions are recognized in the balance sheet if the obligation of transferring goods or providing the services exists, which the maturity date or the amount payable is not presently known The enterprise creates provisions especially for as follows: 1. Unfavourable outcomes of litigations, in which the entity acts as a defendant (if the liabilities in this respect are not recognized in other items) if the unfavourable outcome of legal proceedings is probable for the enterprise. The value of the provision is estimated by the Management Board of the enterprise based on the opinion of the lawyer involved in the proceeding 2. Cost of the uninvoiced commission for the services sold in the financial year, which will be charged by the tour operator to the enterprise at the beginning of the subsequent year. 6.2.11 Employee benefits Short-term employee benefits As at the balance sheet the enterprise estimates the value of the employee costs connected with obtaining the additional economic benefits with respect to unused holiday leaves. The additional cost recognized as accruals in the amount of the days worked of due holidays in the given years or previous years including due mark-ups. The costs are revaluated in time when the employee acquires Rainbow Tour S.A.’S Capital Group Page 22 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) the right to transfer the unused holiday leave to the next year (31 December). The respective liabilities which are not accounted for as at the balance sheet date are not discounted. Benefits upon termination of employment The company operates a defined contribution plan. The defined contribution plan is pension plan within the scope of which the company pays defined contributions to a separate entity. The company does not legal or customary obligation to pay additional contributions, if the fund does not have sufficient financing to pay the benefits acquired by the employees in the current period and in previous years. As part of defined contribution plan the company has the obligation to pay contribution to pension plan supervised by public administration. After payment of defined contribution the company has no additional obligations. The contributions are recognised as costs of employment benefits at maturity date. Other long-term employee benefits The enterprise does not have any regulations of awarding jubilee awards or deferred earn out payments – that is why the enterprise does not have any legal or customary obligations to pay long term employee benefits. Provision for retirement pay, which the obligation of the payments results from the applicable legal regulations are recognized in the amount estimated by the accounting department individually, taking into account the materiality criterion. Terminations benefits The enterprise creates the provision if it has a distinctive obligation to terminate employment with present employees without the possibility to withdraw or pay termination benefits. The enterprise discounts the benefits if maturity dates are due in the period longer than a year from the balance sheet date. 6.2.12 Deferred tax Deferred tax assets are recognized for temporary difference losses and unused tax losses in the amount, in which it is probable that the income subject to the tax will enable to use these assets. The deferred tax liability is recognized in connection with temporary difference gains in the amount of the income tax payable in the future. The book value of assets and liabilities is their value determined in accordance with International Financial Reporting Standards The tax value of assets and liabilities is their value, which constitute the base to calculate income tax liabilities Deductible temporary differences arise, when: Book value < tax value Book value > tax value For assets For liabilities Taxable temporary differences arise, when: Rainbow Tour S.A.’S Capital Group Page 23 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Book value > tax value Book value < tax value For assets For liabilities The main items, which influence the arising of temporary differences losses, are among others 1. Applying the lower amortization rate for tax purposes than accounting purposes, 2. Accrued but not paid interest rates on loans resulting from the agreements signed, 3. Accrued, unpaid deductible temporary differences, 4. Deductible temporary differences resulting from discounting receivables in the accounts 5. impairment losses for assets, which will reduce the tax base in the future 6. provisions created for expected liabilities and accruals, for which it is certain that tax cost will arise at the moment of using the provision 7. Tax losses and tax allowances to be used in subsequent reporting periods. Main items, which influence the arising of taxable temporary differences, are among others 1. using the higher amortization rate for tax purposes than accounting purposes 2. Recording revenues from the interests on loans granted or other financial assets not received 3. Accrued unpaid exchange profits 4. a. Revaluation of the assets to the fair value exceeding their acquisition price. If the difference between the book value and the tax value does not result in reduction of the tax liability in the future (the permanent difference), the tax value of this item in the balance sheet is considered to be equal to its book value. The enterprise calculates the value of deferred tax liabilities and assets including the rates of income tax in the year when the tax obligation arises, as the product of the temporary differences sum (both gains and losses) and the rate of the income tax applicable in the year the tax obligation arises. The deferred tax resulting from the revenues and the costs recognized directly in equity is also recognized in equity. 6.2.13 Contingent liabilities and assets Contingent liabilities are as follows: 1. a likely liability, which arose as an outcome of past events and which existence will be confirmed only through the occurrence or lack of the occurrence – of one or more uncertain events in the future, which are not controlled by the Company, or 2. the present liability, which results from the past event, but is not recognized, since: a. Outflow of benefits in order to pay the liability is highly unlikely b. It is not possible to reliably asses the value of this liability Contingent assets are probable assets resulting from past events, which existence will be confirmed through the occurrence or the non-occurrence of one or more future events, which are not influenced by the Company. 6.2.14 Assets and liabilities denominated in foreign currencies The functional currency and the presentation currency in the enterprise is Polish zloty. The principle of determining the appropriate foreign exchange rate for the individual groups of assets and liabilities as at the balance sheet date The components of the balance sheet classified as monetary as at the balance sheet date will be valued using the closing price as at the balance sheet date. This will refer in particular to the following groups of assets: receivables, liabilities, loans extended, loans received, and cash. Rainbow Tour S.A.’S Capital Group Page 24 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) The balance sheet items classified as non-monetary valued at the fair value will be translated to Polish zloty using the average exchange rate as the date of measuring fair value. If the company will measure the fair value as at the balance sheet date – the foreign exchange rate applicable for the given currency at the balance sheet date will be used for translating non-monetary components of the balance sheet valued at the fair value. If the fair value of the given component of the balance sheet will not be determined as at the balance sheet date, its value translated into Polish zloty will be determined using foreign exchange rate applicable as at the date at which the fair value of the component of the balance sheet was measured for the last time, if the difference will be material for the financial statements. This situation refers in particular to the components of the assets held for sale. The remaining items of the balance sheet (non-monetary valued at the historical cost or the modified historical cost) will be valued as at the balance sheet using the foreign exchange rate applicable at the date of the component acquisition transaction. As a part of the simplification applied – for the practical purposes – the enterprise uses the average exchange rate published by NBP as the closing price. The principle of setting the appropriate exchange rate for the particular groups of assets and liabilities during the year and recognition of the results of exchange differences. The transactions and the balances denominated in foreign currencies are translated at the functional currency using the exchange rate applicable for setting off the transactions. The foreign exchange gains and losses from setting off these transactions and from the balance sheet valuation of assets and liabilities denominated in foreign currencies are recognized respectively in the profit and loss account, unless: 1. They are not deferred in equity, when they qualify for the recognition as a cash flow hedge and share in net asset hedge, and 2. Do not refer to the constructed fixed assets in the period of the construction, through the financing period – to the amount of adjustment of the cost of interests The exchange differences (both gains and losses) concerning the transactions connected with obtaining the borrowings (loans, credits, and lease agreements, cash and cash equivalents) are presented in financial costs. The exchange differences from non-monetary items such as equity instruments classified as the available for sale financial assets are presented in the fair value reserve. The exchange differences concerning financing of the manufactured fixed assets – to the amount of the adjustment of the cost of interest less revenue in this respect are subject to activation in the value of the fixed asset. The exchange differences concerning other transactions (paying and valuation of trade settlements) increase or decrease items of the costs or the revenue, with which the transactions are connected 6.2.15 impairment of assets The entity examines impairment of its assets analysing ability to generate monetary cash by the entity generating cash flows which is the entire company. The entity does not isolate smaller units generating cash flows: The entity identifies circumstances indicating permanent diminution of assets through: 1. Managers of sales offices, which are responsible for transferring to accounting department and financial executive information on external circumstances indicating possibility of permanent diminution of assets, that is a. Substantial loss of market attractiveness of the travel office brand b. Changes in market, economic, and legal environment directly affecting the possibility of sales of travel packages Rainbow Tour S.A.’S Capital Group Page 25 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 2. The accounting department responsible for informing the financial executive about existence of substantial deviation (around 20% compared with the previous year) in current costs. 3. Financial executive, who is responsible for analysing circumstances of impairment, which is a result of interest rate changes, and substantial changes in exchange rates. If value in use calculated according to the scheme mentioned below is lower than the balance cost of assets, and the impairment loss is recognised. The financial executive prepares on the base of information received anticipated profit and loss accounts, and on their basis anticipated cash flows. Cash flows should include expenditures (including necessary investments) related to useful life of assets within the anticipated period and anticipated inflows from liquidated assets and winding-up costs. The financial executive together with the Management Board selects proper discount rate. The discount rate is determined before taxation and reflects current assessment of market value of money in time, and the risk connected with given asset component. Value of cash flow calculations is defined in the Company’s financial plans for subsequent years, and in periods exceeding plans from extrapolation of values planned within the period of economic useful life of unit’s component with prejudice (on the assumption that revenues and floating costs in the future periods will have the same tendency as the entity observed in three previous years or other based on the decision taken by the Management Board). Rules of recognition and reversing permanent diminution in accounting books. If recoverable value is lower than net book value the entity recognized impairment loss on net book value to recoverable value. This impairment is considered period cost, in which impairment took place and recognized in profit and loss account for this period. In order to decrease balance sheet valuation of assets owned by the Company, which is the unit generating money, impairment loss is recognized in particular assets proportionally to balance sheet value share of each assets, unless the balance sheet includes goodwill. In such case impairment in the first place is charged to the goodwill, and afterwards is settled proportionally to other assets. In case of recognition of impairment loss with respect to balance value of the given asset, the asset cannot be of lower value than: 1. Its fair value less sales costs (if it is possible to determine) 2. Its value in use (if it is possible to determine) 3. zero The financial executive based on information received can determine if there are still conditions for permanent diminution. In such case (based on recalculation of value in use) impairment diminution is reversed. Reversal of impairment diminution is recognized only once in the income statement. The amount of reversal is assigned proportionally to each component of the unit generating cash (except goodwill), but value of none of the elements of the unit could not increase more than lower of: its recoverable value or net book value (i.e. less amortization), which would be recorded in accounting books, if impairment loss was not recognised previously. 6.2.16 Discontinued operations The entity recognizes as discontinued operations the organized part of the Company with separately identified profit and loss account, and cash flows; the part which was sold within a year or one with respect decision to sell, discontinue or desert the entity. In order to classify operations as discontinued the part of discontinued operations of the company must be included in consistent sales plan. Decision to present identified in such way organized part of the company as discontinued is taken by the Management Board 6.2.17 Lease Rainbow Tour S.A.’S Capital Group Page 26 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) The enterprise qualifies the lease as at the date of beginning of the lease – that is at the conclusion of the lease agreement. Lease is classified as financial lease, when the conditions of the agreement transfer all potential benefits and risks of being the owner at the lessee. All other types of the lease are treated as the operating lease. The entity treats a lease agreement as a finance lease agreement especially if: 1. The lease agreement transfers the ownership of the subject of the lease to the enterprise within the period of the lease 2. The lease agreement contains the option to purchase the leased object at the price favourable enough in relation to the value of the leased object so that applying this option is highly likely. 3. The period of the lease is similar to the period of the economic useful life of the leased object 4. The value of the current lease payments is similar or higher than the value of the leased object at the conclusion of the agreement. 5. The leased object is highly specialized and only the lessee can use it. 6. In case of breaking of the agreement by the lessee, the lessee covers all losses of the lessor connected with breaking of the agreement. 7. All fluctuation of the end value of the leased object is reflected through modification of the amount of lease fees 8. The lessee may continue the lease after the original period of the agreement, and the fees described in this additional period are considerably lower than market lease fees. The assets used pursuant to the financial lease agreement are treated as the assets of the company valued at their fair value at the conclusion of the agreement, however, not higher than the current value of minimal lease fees. In case of classifying the agreement as a finance lease agreement the enterprise recognize the leased object as its own asset and amortizes it through the period of the lease, or the appropriate period of the useful life for the group of the assets– however, only when it is certain that the lessee will be the owner of the leased object and will use the leased object within the period longer than the term of the agreement. Lease payments are divided between financial costs and the decrease in the balance of the lease liabilities, so that the effective interest rate from the remaining finance lease liabilities was constant. Financial costs are recognized in the statement of the comprehensive income. 6.3 RULES OF DETERMINATION OF THE FINANCIAL RESULT 6.3.1 Net financial result The net financial result for Rainbow Tour s S.A. consists of as follows: 1. the operating profit (loss): 2. the gross profit (loss) on sales – the operating income 3. the profit (loss) on other operations 4. Financial transactions and investments 5. Obligatory charges to the financial result from the income tax paid by the company and equivalent payments, based on separate provisions 6. Income on discontinued operation 7. Other comprehensive income from: a. Financial assets in trading portfolio , b. Cash flow hedges, c. Income tax related to the items presented in other comprehensive income d. Other comprehensive income for the net financial period 8. Total comprehensive income Rainbow Tour S.A.’S Capital Group Page 27 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 6.3.2 Sales revenue The revenue is recognized, when the inflow of the economic benefits in the future is probable. The sales revenue is recognized at the fair value of the payment received or due less vat, rebates and discounts. The moment of the sale is the receipt of the service by the recipient, or the transfer of goods. The revenue of the company is first of all the sales revenue as follows: 1. Tourism services 2. Activities of agents. In case of organization of package travel the revenues from sales of services are recognized at the date of completing the package travel. Due to short duration of the package travel – for the sake of simplification – the enterprise treats the date of completing the service also as the date of completing the package travel, which commences at the end of one financial year and end at the beginning of another financial year as the date of revenue arising. The amount of the advance payment for the services is recognised in the liabilities of the balance sheet – as the liability on the interest from the advances for the services provided in future periods The date of arising of the revenue from the activities of the agents selling package travel, airline and coach tickets, and insurance is the date of concluding of the agreement by the purchaser of the services. The payments received are the basis to assess due revenues. The final amount of the commission on sales of the services described above is determined at the payment for the services to a carrier or a tour operator. 6.3.3 Cost of goods and products sold Costs of goods and products sold are recognized in the income statement according to the matching principle. 6.3.4 The result on other operations The revenues and the costs connected indirectly with the operations include: 1. the profits and the losses from the disposal of the fixed assets, fixed assets under construction and intangible assets 2. Writing off time barred, redeemed and irrecoverable receivables and liabilities 3. Creating and reversing the provisions other than those connected with financial activities 4. Creating and reversing impairment losses for assets, and their adjustment resulting from changes in estimated values, except for impairments charged to the cost of goods and products sold or financial costs. 5. With compensations, penalties and fines, 6. With transferring or obtaining assets free of charge, including as a donation 6.3.5 Revenues and financial costs Revenue and financial costs are as follows 1. the interest on funds held, 2. the interest on loans and credits granted 3. Currency exchange differences on loans and credits 4. the interest obtained from the purchase or the sale with the extended payment date 5. the losses on derivatives recognised in the profit and loss account 6. the interest with respect to finance lease payments – recognised using the internal rate of return method 7. Profits and losses on disposal of investment Rainbow Tour S.A.’S Capital Group Page 28 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) All interest and other financial costs are recognized in the period, to which they refer. Revenue from dividends is recognized at the acquisition of the right to receive the payment 6.3.6 Income tax The current income tax charged to the financial result of the reporting period is determined in the amount of due tax resulting from the tax return for the current reporting period. The deferred income tax charged to the financial result of the reporting period constitute a change in assets and provisions for deferred tax assets, which result from the events presented in the financial result in this period. . 6.3.7 DIVIDEND PAYMENT Dividend paid to shareholders is recognized as a liability in Company’s financial statements in the period when they were approved by the General Meeting of Shareholders. 6.4 SEGMENT REPORTING Basic reportable segments used by the Company are business segments, and the supplementary segments are geographic segments; geographic segments are distinguished based on the location of assets. The Company is operating in one geographic region that is Poland The Company distinguished following business segments: Sales of tourist package travel Providing services as agent other Segment revenues are revenue from sales to external clients, or transaction with other segments; they are recognized in profit and loss account and can be directly matched with given segment, and part of revenue, which can be assigned to a given segment based on rationale. Segment costs are operating costs of the given segment, which can be matched, and other costs which can be associated with a given segment based on rationale. Segments costs are in particular as follows: Cost of disposal Selling costs Segment result is the difference between segment revenue and costs. The result reflects the profit from operating activities including overheads, interest revenue and expense, income tax, profit (loss) on investment. Segment assets do not include income tax assets, and assets used by the Company in its usual activities and: Used by the segment in operations which can be directly allocated to as individual segment or assigned to it based on the rationale Income tax assets or assets used in general operations of the entity are segment assets. Segment liabilities are liabilities of the operations, which can be directly allocated to an individual segment or based on the rationale. 6.5 Rainbow Tour S.A.’S Capital Group IMPORTANT ASSESSMENTS AND ASSUMPTIONS Page 29 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Valuation and judgements are constantly verified. They are results of previous experiences and other factors, including forecasts concerning future events seem to be relevant in the situation. Important assessment and accounting judgements The Group makes assessment and assumptions concerning future. Accounting valuation obtained in such way as definition says rarely accord with actual results. Basic areas where financial valuations of the Management Board substantially influence the financial statements are as follows (a) Assessed goodwill impairment The Group annually carries out an impairment test on the goodwill. (b) Assessed fixed asset impairment As at each balance sheet date the Group assesses whether there is any indication of impairment of any asset. (c) Assessed provision for retirement benefits Provision for retirement severance payment payable pursuant to legal regulations in force is created in the amount assessed by the accounting department using individual method including significance criteria. . (d). Assessed period of economic useful life. The amount of depreciation or amortization rates is determined based on actual knowledge on anticipated period of useful life and intangible assets. Anticipated period of useful life is verified periodically. 6.6 COMPARABILITY OF THE DATA In 2012 the company introduced amendments in presentation of specific elements of the financial statements with respect to presentation of Statement of Comprehensive Income in multi-step variant and equity. The amendments were introduced for the comparative period. The amendments referred to the presentation of overheads and cost of disposal. The previous years’ result was charged with the amount of PLN 1.050 thousand. The amount refers to adjustments of sales for the previous periods. In the future periods the company did not know about the adjustments. Thus, the Management Board recognised the transaction as errors and was charge to the previous years’ result. 6.7 NEW ACCOUNTING STANDARDS AND IFRIC INTERPRETATIONS The amendments and interpretations of IFRS, which came into force on 1 January 2014 and up to the date of approval of these separate financial statements for publications, did not have any substantial influence over these financial statements. 3.2.2. IFRS Standards and Interpretations published and approved by the European Union, which are not yet applicable The company intends to adopt these new standards and interpretations of IFRS published by the International Accounting Standards Board, which are not applicable up till the date of approval of them for publication and their taking effect. Interpretation of IFRIC 21 – Levies Amendments to IAS 19 – employee benefits – Defined Contribution Plans: Employee Contributions Amendments to International Financial Reporting Standards 2010 – 2012 Rainbow Tour S.A.’S Capital Group Page 30 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Amendments to International Financial Reporting Standards 2011 – 2013 The company does not expect that application of above rules will have an effect on future financial statements of the Company. Standards and Interpretations adopted by International Accounting Standards Board (IASB), which await approval of EU: New IFRS 9 – Financial Instruments New Standard IFRS 14 – Regulatory Deferral Accounts New IFRS 15 – Revenue from contracts with costumers Amendments to IFRS 11 – Joint Arrangements: accounting for interests in joint operations Amendments to IAS 16 – Property, Plant and Equipment and IAS 38: Intangible assets: Clarification of acceptable methods of depreciation and amortisation. Amendments to IAS 16 - Property, Plant and Equipment IAS 41 - Agriculture: Agricultural Produce Amendments to IAS 27 – Separate Financial Statements: Equity method in Separate Financial statements. Amendments to IFSR 10 – Consolidated Financial Statements and IAS 28 - Associates: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture Z Amendments to International Financial Reporting Standards 2012 – 2104 Amendments to IFRS 10 – Consolidated Financial Reporting Standards IFRS 12 – Disclosure of Interests in other Entities and IAS 28 – Investments in Associates and Joint Ventures: Investment Entities: Applying the Consolidation Exception Amendments to IAS 1 – Presentation of Financial Statements: disclosure initiative The company expects that application of above amendments to IFRS and its interpretations will not affect future financial statements of the Company; however at the time when the new IFRS 9 is initially applied some assets will be classified accordingly to new categories of financial instruments. At the time of initial application that is 1 January 2017, the effect of new IFRS standard will be dependent on specific facts and circumstances referring to the customers with the agreements to which the company is a party. 7 REVENUES AND RESULTS FOR BUSINESS SEGMENTS The basic segment reporting framework adopted by the Company is business segment framework, and the supplementary framework – geographic segments, where the segments are distinguished based on locations of assets. The Group distinguished following business segments Segment A - sale of tourism services Segment B - sales of activities as agent Segment C - other sales Revenues and performance of the segments in 2014 (thousand) Business segments of Rainbow Tours S.A.’s Capital Group for the period from 01.01.2014-31.12.2014 Tour operator activities Activities of agency Other activities total Description Continuing activity sales revenue 764 903 188 469 3 092 956 464 Continuing activity cost of selling 631 312 176 762 2 579 810 653 Gross profit (loss) on sales 133 591 11 707 513 145 811 Continuing activity cost of disposal 81 461 5 369 497 87 327 Continuing activity overheads 14 729 2 042 714 17 485 Continuing activity other operating revenue Continuing activity other operating costs Rainbow Tour S.A.’S Capital Group 975 975 3 062 3 062 Page 31 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Profit (loss) on operations. 37 401 4 296 -2 785 38 912 Revenues and performance of the segments in 2013 (thousand). Business segments of Rainbow Tours S.A.’s Capital Group for the period from 01.01.2013-30.12.2013 Tour operator activities Activities of agency Other activities total Description Continuing activity sales revenue 583 628 191 198 1 823 776 649 Continuing activity cost of selling 498 606 180 875 1 667 681 148 Gross profit (loss) on sales 85 022 10 323 156 95 501 Continuing activity cost of disposal 59 138 5 593 320 65 051 9 742 2 347 652 12 741 Continuing activity overheads Continuing activity other operating revenue 671 671 2 377 2 377 -2 522 16 003 Continuing activity other operating costs Profit (loss) on operations. 16 142 8 2 383 SEASONAL, CYCLICAL AND OCCASIONAL REVENUE The operations of the group are cyclical in nature. The management board taking into account previous plans implements the policy of levelling down the differences resulting from seasonality of the services offered and creates news destinations of winter exotic package travel and ski package travel. The table below presents the amount of the revenue from the sale of tourism services from January 2006 to December 2014. The amounts presented refer only to the parent company. The issuer resigned from comparing the consolidated data due to different date of taking control over the subsidiaries, close cooperation of all entities, and subsequent exemptions of mutual transactions. Table – Monthly sales revenue from 2006 – 2014 monthly sales revenue from 01.2006 - 12.2014 in (PLN million) 200 150 100 2014.10 2014.07 2014.04 2014.01 2013.10 2013.07 2013.04 2013.01 2012.10 2012.07 2012.04 2012.01 2011.10 2011.07 2011.04 2011.01 2010.10 2010.07 2010.04 2010.01 2009.10 2009.07 2009.04 2009.01 2008.10 2008.07 2008.04 2008.01 2007.10 2007.07 2007.04 2007.01 2006.10 2006.07 2006.04 0 2006.01 50 Przychody ze sprzedaży miesieczne na przełomie lat Table – Comparison of monthly sales revenue from 2006 - 2014 Rainbow Tour S.A.’S Capital Group Page 32 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) seasonality - montlhy sales revenu in PLN million 200 150 100 50 0 01 2006 02 03 04 2007 2008 05 2009 06 07 08 2010 2011 09 2012 10 11 2013 12 2014 Table. –comparison of quarterly sales revenue from 2006 – 2014 seasonality - quarterly salkes revenu in PLN million 500 450 400 350 300 250 200 150 100 50 0 2006 130.8 94.1 74.1 49.1 41.9 41.5 32.0 15.1 11.2 222.4 179.1 138.6 89.9 63.1 52.5 49.1 33.6 23.4 I KW II KW 2007 2008 2009 447.0 376.7 291.0 202.4 154.9 136.5 127.8 83.0 62.7 150.6 120.3 85.0 67.6 49.6 45.8 43.5 30.9 11.8 III KW 2010 2011 IV KW 2012 2013 2014 10. SELECTED FINANCIAL DATA Description Average NBP – Euro exchange rate Average weighted NBP – Euro exchange rate Continuing activity sales revenue PLN Euro Operating profit (loss) PLN Euro Pre-tax profit (loss) PLN Euro For: shareholders of the parent company PLN Euro Net operating cash flows PLN Euro Cash from investing activities PLN Rainbow Tour S.A.’S Capital Group 31.12.2013 4,1472 4,2061 31.12.2014 4,2623 4,1893 776 649 184 648 956 464 228 311 16 003 3 805 38 912 9 288 16 493 3 921 39 390 9 403 13 646 3 244 32 251 7 698 54 637 12 990 19 007 4 537 692 1 099 Page 33 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Euro Net cash from financing activities PLN Euro Increase/decrease in net cash and cash equivalents PLN Euro Total assets PLN Euro Long-term liabilities PLN Euro Short-term liabilities PLN Euro Equity PLN Euro Share capital PLN Euro Number of ordinary shares (with respect to dividend) Profit (loss) per ordinary share PLN Euro Book value per share PLN Euro Profit (loss) diluted per ordinary share Net profit (loss) The element diluting the profit (net loss) Number of ordinary shares (with respect to dividend) Element diluting number of ordinary shares PLN Euro Book value per share PLN Euro 165 262 -1 100 -262 -5 694 -1 359 54 229 12 893 14 412 3 440 154 261 37 196 213 359 50 057 90 22 506 119 104 654 25 235 134 313 31 512 49 517 11 940 78 540 18 427 1 455 351 14 552 1 455 341 14 552 0,94 0,22 2,22 0,52 3,40 0,82 13 646 13 646 0 14 552 0 0,94 0,22 5,40 1,27 32 251 32 251 0 14 552 0 2,22 0,53 3,40 0,82 5,40 1,27 NOTES TO BALANCE SHEET 8.1 INTANGIBLE ASSETS Description 31.12.2013 31.12.2014 Intangible assets 14 814 14 814 Goodwill 13 775 13 775 14 674 14 674 0 0 0 0 0 0 Gross reclassification to assets held for disposal 0 0 gross transfer increase 0 0 gross transfer decrease 0 0 Gross revaluation increase 0 0 0 899 0 899 depreciation decrease disposal 0 0 depreciation decrease reclassification to assets held for disposal 0 0 Gross Opening Balance Depreciation Opening balance Gross increase acquisition Gross decrease disposal Gross revaluation decrease Revaluation deduction RW Rainbow Tour S.A.’S Capital Group Page 34 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Transfer depreciation increase 0 0 Transfer depreciation decrease 0 0 Software and computer licence 9 5 Gross Opening Balance 1 081 1 081 Depreciation Opening balance Gross increase acquisition 1 067 0 1 072 0 Gross decrease disposal 0 0 Gross reclassification to assets held for disposal 0 0 gross transfer increase 0 0 gross transfer decrease 0 0 0 0 0 0 Revaluation deduction RW 5 4 depreciation decrease disposal 0 0 depreciation decrease reclassification to assets held for disposal 0 0 Transfer depreciation increase 0 0 Transfer depreciation decrease Gross Opening Balance 0 0 0 0 Gross revaluation increase Gross revaluation decrease Depreciation Opening balance 0 0 1 030 1 034 1 272 1 445 242 415 173 0 175 0 Gross reclassification to assets held for disposal 0 0 gross transfer increase 0 0 gross transfer decrease 0 0 Gross revaluation increase 0 0 0 173 0 171 depreciation decrease disposal 0 0 depreciation decrease reclassification to assets held for disposal 0 0 Transfer depreciation increase 0 0 Transfer depreciation decrease 0 0 Gross Opening Balance Depreciation Opening balance 0 0 0 0 Other Gross Opening Balance Depreciation Opening balance Gross increase acquisition Gross decrease disposal Gross revaluation decrease Revaluation deduction RW The Company does not hold internally generated intangible assets. The company treats goodwill and trademark as intangible assets with indefinite useful life. The goodwill was created through purchase of shares in subsidiaries: Rainbow Tours Biuro Podróży Sp. z o.o., ABC Świat Podróży Sp. z o.o. and Bee &Free Sp. z o.o. According to the estimates the trademark has indefinite useful life because the company's analysis of all relevant factors shows that there are not any foreseeable predict time limits in which the assets ceases to generate cash flows in the entity. Gross value of the trade mark amounts to PLN 1,010 thousand, its amortisation before 2007 comes to PLN 283 thousand and the net value at the opening and closing balance remains unchanged and amounts to PLN 727 thousand. As at 31 December 2014 the equity of the subsidiary Bee Free Sp. z o.o. was lower value than the prices of acquisition of shares and accordingly the reasons for impairment loss of the subsidiary’s shares exist. As at 31 December 2014 Rainbow Tours S.A tested the asset for the impairment loss, appraised the economic value of Bee Free Sp. z o.o. and did not found permanent impairment loss. The whole company was described as cash generating unit. The test on impairment was performed by estimating the value in use through discounted cash flows (DCF) taking into account five year financial plan for Rainbow Tour S.A.’S Capital Group Page 35 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) the years 2015-2019. It was calculated taking into account weighted average cost of capital (WACC) of 11.11%, which was based on market data concerning profitability of 10 year beta bonds of 4%, 0.95 and risk premium of 7.48%. Taking into account the results of the impairment test, the Management Board of Rainbow Tours SA has found that the permanent impairment loss was not recognised at the acquisition of the subsidiary. As at 31 December 2014 the subsidiary ABC Świat Podróży Sp. z o.o. held equity with the value lower than the price of acquisition of shares, accordingly, the conditions for permanent impairment exist for the shares of the subsidiary. As at 31 December 2014 Rainbow Tours performed the test for impairment loss and appraised the economic value of the subsidiary ABC Świat Podróży Sp. z o.o. and did not discover impairment loss. The whole company was described as cash generating unit. The test for impairment loss was performed using discounted cash flows (DFC) with respect to five-year financial plan for the years 2015-2019. The impairment was recognised taking into account weighted average cost of capital (WACC) of 5.42%, which was calculated based on market data concerning profitability of 10- year 0.95 beta bonds of 4%, and risk premium of 7.48%. As at the balance sheet date the intangible assets do not hedge liabilities of the Group. 8.2 TANGIBLE FIXED ASSETS description 31.12.2013 31.12.2014 Tangible fixed assets 6 729 8 073 Land, buildings and constructions 4 417 5 038 4 719 5 305 Gross Opening Balance Depreciation Opening Balance Gross Increase acquisition Gross decrease disposal Gross reclassification to assets held for sale 539 886 1 549 1 600 1 123 98 0 0 Gross transfer increase 669 0 Gross transfer decrease 0 0 Gross revaluation increase 0 0 Gross revaluation decrease Amortization 0 361 0 431 Revaluation deduction RW 0 0 Reversal of revaluation deduction RW 0 0 13 25 0 0 33 0 0 0 Depreciation decrease disposal Depreciation decrease reclassification to assets held for sale Transfer depreciation increase Transfer depreciation decrease Machines 377 353 Gross Opening Balance 649 683 Depreciation Opening Balance 287 307 Gross Increase acquisition 183 116 129 0 2 0 Gross transfer increase 0 0 Gross transfer decrease 0 0 Gross revaluation increase 0 0 Gross revaluation decrease 0 0 Amortization Revaluation deduction RW 164 0 139 0 Gross decrease disposal Gross reclassification to assets held for sale Reversal of revaluation deduction RW 0 0 125 2 Depreciation decrease reclassification to assets held for sale 0 0 Transfer depreciation increase 0 0 Depreciation decrease disposal Rainbow Tour S.A.’S Capital Group Page 36 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Transfer depreciation decrease Means of transport Gross Opening Balance 0 0 952 1 210 1 922 1 588 Depreciation Opening Balance 912 636 Gross Increase acquisition Gross decrease disposal 230 336 599 404 Gross reclassification to assets held for sale 0 0 Gross transfer increase 0 0 Gross transfer decrease 0 0 Gross revaluation increase 0 0 Gross revaluation decrease Amortization 0 157 0 140 Revaluation deduction RW 0 0 Reversal of revaluation deduction RW 0 0 205 203 Depreciation decrease reclassification to assets held for sale 0 0 Transfer depreciation increase Transfer depreciation decrease 0 0 0 0 Equipment and other fixed assets Depreciation decrease disposal 869 668 Gross Opening Balance 693 509 Depreciation Opening Balance 668 750 37 110 208 0 4 0 Gross transfer increase 0 0 Gross transfer decrease 0 0 Gross revaluation increase 0 0 Gross revaluation decrease 0 0 Amortization Revaluation deduction RW 274 0 311 0 Gross Increase acquisition Gross decrease disposal Gross reclassification to assets held for sale Reversal of revaluation deduction RW 0 0 1 289 1 114 Depreciation decrease reclassification to assets held for sale 0 0 Transfer depreciation increase 0 0 Transfer depreciation decrease Fixed assets under construction 0 114 0 804 Depreciation decrease disposal Gross Opening Balance 783 114 Depreciation Opening Balance 0 0 Gross Increase acquisition 0 690 Gross decrease disposal 0 0 0 0 0 0 Gross reclassification to assets held for sale Gross transfer increase Gross transfer decrease 669 0 Gross revaluation increase 0 0 Gross revaluation decrease 0 0 Amortization 0 0 Revaluation deduction RW Reversal of revaluation deduction RW 0 0 0 0 Depreciation decrease disposal 0 0 Depreciation decrease reclassification to assets held for sale 0 0 Transfer depreciation increase 0 0 Transfer depreciation decrease 0 0 The security for the claims of Towarzystwo Ubezpieczeń Europa S.A., with its seat in Wrocław, to repay the amounts provided to the Marshall of Łódzkie Province for granting of the guarantee No GT 96/2013 of 30 June 2013 constitutes a blanket mortgage with the value of PLN 1,275,600.00 (say: Rainbow Tour S.A.’S Capital Group Page 37 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) one million two hundred seventy five thousand six hundred) on the property of the Obligor situated in Łódź at Piotrkowska 270 with following land and mortgage register numbers: LD1M / 00273816/1, LD1M/00273817/8, LD1M/00273818/5, LD1M/00273819/2, LD1M/00273820/2, LD1M/00273822/6, LD1M/00273823/3, LD1M/00273824/0, LD1M/00273825/7, LD1M/00273826/4. The value of the properties at the purchase price amounts to PLN 1,333,393.60 (say: one million three hundred thirty three thousand three hundred ninety three zloty 60/100). The security for claims of Towarzystwo Ubezpieczeń Europa S.A. with its seat in Wrocław to repay the amounts paid to the Marshall of Łódzkie Province for provision the guarantee No GT 96/2013 of 30 July 2013, GT 98/2014 of 16 June 2014 and GT 110/2014 of 13 August 2014 constitutes a blanket mortgage with the value of PLN 5,934,900.00 (say: five million nine hundred thirty four thousand and nine hundred) on the property of the Obligor, which is situated in Łódź at Piotrkowska 270 with following land and mortgage register numbers: LD1M/00264242/0, LD1M/00264253/0, LD1M/00264263/3, LD1M/00273816/1, LD1M/00273822/6, LD1M/00273827/1 LD1M/00264245/1, LD1M/00264254/7, LD1M/00264264/0, LD1M/00273817/8, LD1M/00273823/3, LD1M/00264246/8, LD1M/00264255/4, LD1M/00264266/4, LD1M/00273818/5, LD1M/00273824/0, LD1M/00264247/5, LD1M/00264257/8, LD1M/00187747/6, LD1M/00273819/2, LD1M/00273825/7, LD1M/00264248/2, LD1M/00264259/2, LD1M/00172644/6, LD1M/00273820/2, LD1M/00273826/4, The value of the above properties at the purchase price amounts to PLN 3,272,723.10 (say: three million two hundred seventy two thousand seven hundred twenty three zloty 10/100). The company did not have fixed assets held for sale. 8.3 Description Investment property land Net opening balance Increase through expenditures Takeovers in the form mergers of business entities Other takeovers INVESTMENT PROPERTY 31.12.2013 31.12.2014 196 196 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Net profit from fair value adjustments 0 0 Net loss from fair value adjustments 0 0 0 0 0 0 Other changes in plus 0 0 Other changes in minus 0 0 196 196 284 284 0 0 0 0 0 0 0 0 0 0 disposals Real property reclassified as assets held for sale Exchange gains Exchange losses Buildings and constructions Net opening balance Increase through expenditures Takeovers in the form mergers of business entities Other takeovers disposals Real property reclassified as assets held for sale Net profit from fair value adjustments 0 0 Net loss from fair value adjustments Exchange gains 88 0 88 0 Rainbow Tour S.A.’S Capital Group Page 38 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Exchange losses 0 0 Other changes in plus 0 0 Other changes in minus 0 0 0 Net opening balance Increase through expenditures 0 0 0 Takeovers in the form mergers of business entities 0 0 0 0 0 0 0 0 0 0 0 0 Exchange gains 0 0 Exchange losses 0 0 Other changes in plus 0 0 Other changes in minus 0 0 0 0 0 0 0 0 0 0 0 0 disposals 0 0 Real property reclassified as assets held for sale Net profit from fair value adjustments 0 0 0 0 Investment property under lease Other takeovers disposals Real property reclassified as assets held for sale Net profit from fair value adjustments Net loss from fair value adjustments Right of the lessee to use investment property Net opening balance Increase through expenditures Takeovers in the form mergers of business entities Other takeovers 0 0 0 0 Exchange gains 0 0 Exchange losses 0 0 Other changes in plus 0 0 Other changes in minus 0 0 31.12.2013 31.12.2014 0 0 0 0 Derivative instruments designated and used as hedges, recognised in fair value 0 0 Foreign currency forward contracts 0 0 Interest rate swaps 0 0 Financial assets in fair value through income statement 0 0 Financial assets in fair value through income statement other than derivatives Derivative instruments for disposal not designated as hedge 0 0 0 0 Financial assets held for sale other than derivatives 0 0 Investments held to maturity recognized at the amortized cost 0 0 Group II 0 0 Bills of exchange 0 0 Debenture Investments available for sale recognized in fair value 0 0 0 0 0 0 Net loss from fair value adjustments 8.4 FINANCIAL ASSETS HELD FOR SALE Description Other financial assets Group I Redeemable bonds Shares 0 0 Credit at amortised cost 0 0 Credits to related parties 0 0 Credits to other parties 0 0 Other financial assets 0 400 Group I Derivative instruments defined and used as hedges, recognised in fair value 0 0 0 0 Foreign currency forward contracts 0 0 Rainbow Tour S.A.’S Capital Group Page 39 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Interest rate swaps 0 0 Financial assets in fair value through income statement 0 0 Financial assets in fair value through income statement other than derivatives 0 0 Derivative instruments for disposal not designated as hedge 0 0 Financial assets held for sale other than derivatives Investments held to maturity recognized in the amortized cost 0 0 0 0 Group II 0 400 Bills of exchange 0 0 Debenture 0 0 Investments available for sale recognized in fair value 0 0 redeemable shares 0 0 0 0 Credit at amortised cost 0 0 Credits extended to related parties 0 0 0 400 Credits extended to other entities 8.5 DEFERRED TAX ASSETS description 31.12.2013 31.12.2014 Deferred income tax assets 235 1 194 Deferred income tax assets opening balance 324 235 Recognized in income statement opening balance Recognized in equity opening balance 185 139 109 126 Other opening balance 0 0 -89 959 0 1 076 0 0 Increase other Decrease through income statement 0 76 0 0 Decrease through equity 13 117 Deferred income tax assets Increase through income statement Increase through equity Decrease other description Deferred income tax assets Perpetual usufruct Balance sheet valuation (exchange differences) 0 0 31.12.2013 31.12.2014 235 1 194 0 106 0 53 Pension benefits 45 2 Holiday benefits 47 47 Provisions for probable losses 0 986 Write-offs of doubtful losses 0 0 goodwill lease 0 0 0 0 Tax losses 0 0 Tax reliefs 0 0 37 106 31.12.2013 31.12.2014 13 0 14 0 0 0 Other ( less than 5% of items) 8.6 STOCKS Description Stocks Materials Semi-finished goods and production in progress Finished products Goods Advances 8.7 Rainbow Tour S.A.’S Capital Group 0 0 13 14 0 0 RECEIVABLES Page 40 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) The receivables are presented in the table below: description 31.12.2013 31.12.2014 48 818 0 81 674 0 Receivables from provision of goods and services 0 0 other 0 0 Trade and other receivables from other entities 48 818 81 674 Receivables from provision of goods and services 34 026 62 752 246 4 324 0 5 351 10 222 13 571 0 0 31.12.2013 31.12.2014 Trade and other receivables Trade and other receivables from related parties Income tax receivables Other taxes and social security receivables Other receivables Receivables recovered in court The below table presents changes in allowance to reduce accounts receivables: Description Trade and other receivables 48 818 81 674 Trade receivables and other receivables from related entities 0 0 Gross receivables Allowance to reduce accounts receivable opening balance 0 0 0 0 Allowance to reduce accounts receivable increases 0 0 Allowance to reduce accounts receivable decreases 0 0 Allowance to reduce accounts receivable used 0 0 Trade receivables and other receivables from other entities 48 818 81 674 Gross receivables Allowance to reduce accounts receivable opening balance 51 791 2 880 85 273 3 298 Allowance to reduce accounts receivable increases 868 626 Allowance to reduce accounts receivable decreases 0 325 775 0 Allowance to reduce accounts receivable used The table below presents short –term past due receivables with allowance to reduce accounts receivable description 31.12.2013 31.12.2014 0 0 Non- matured, payable 0 0 Up to 1 month 0 0 Over 1 month up to 3 months Over 3 months up to 6 months 0 0 0 0 Over 6 moths up to 1 year 0 0 Over 1 year 0 0 allowance to reduce accounts receivables PLN 0 0 Past due receivables 0 0 To 1 month Over 1 month up to 3 months 0 0 0 0 Over 3 months up to 6 months 0 0 Over 6 moths up to 1 year 0 0 Over 1 year 0 0 allowance to reduce accounts receivables PLN 0 0 receivables from provision of goods and services Non-matured, payable 34 026 27 293 62 752 50 639 To 1 month Receivables from provision of goods and services - 23 210 47 976 Over 1 month up to 3 months 2 645 980 Over 3 months up to 6 months 1 389 960 0 633 107 58 90 0 Over 6 moths up to 1 year Over 1 year allowance to reduce accounts receivables PLN Rainbow Tour S.A.’S Capital Group Page 41 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Past due receivables 6 733 12 113 To 1 month 1 287 4 956 Over 1 month up to 3 months 1 025 4 718 Over 3 months up to 6 months 1 940 2 170 Over 6 moths up to 1 year Over 1 year 1 137 4 259 959 2 539 allowance to reduce accounts receivables PLN 2 915 3 229 Short-term receivables presented with respect to currency are shown in the table below: description 31.12.2013 31.12.2014 48 818 81 674 Trade and other receivables from related parties 0 0 PLN 0 0 PLN (translated into Euro) Originally in Euro 0 0 0 0 PLN ( translated into USD) 0 0 Originally in USD 0 0 PLN (translated in SKK) 0 0 Originally in SKK 0 0 PLN (translated into GBP) Originally in GBP 0 0 0 0 PLN (translated into NOK) 0 0 Originally in NOK 0 0 PLN (translated in UAK) 0 0 Originally in UAK 0 0 PLN ( translated other) Originally in other currency 0 0 0 0 Trade and other receivables allowance to reduce accounts receivables PLN 0 0 Trade and other receivables from other entities 48 818 81 674 PLN 27 000 36 050 PLN (translated into Euro) 19 164 33 926 Originally in Euro PLN ( translated into USD) 4 621 5 340 7 959 14 669 Originally in USD 1 773 4 182 PLN (translated in SKK) 0 0 Originally in SKK 0 0 Rainbow Tour S.A.’S Capital Group Page 42 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) PLN (translated into GBP) 262 575 53 105 PLN (translated into NOK) 0 0 Originally in NOK 0 0 PLN ( translated in UAK) Originally in UAK 0 0 0 0 25 53 Originally in GBP PLN ( translated into other currency) Originally in other currency allowance to reduce accounts receivables PLN Rainbow Tour S.A.’S Capital Group 0 0 2 973 3 599 Page 43 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 8.8 OTHER ASSETS description 31.12.2013 31.12.2014 Other assets Costs of package travels off season 0 0 0 0 Cost of catalogue off season 0 0 Commissions off season 0 0 Fairs off season 0 0 Insurance off season 0 0 0 13 288 0 22 414 Costs of package travels off season 6 984 13 804 Cost of catalogue off season 5 610 5 750 159 498 Other off season Other assets Commissions off season Fairs off season Insurance off season Other off season 8.9 description 0 0 14 521 534 1 828 CASH AND CASH EQUIVALENTS 31.12.2013 31.12.2014 Cash and cash equivalents Cash at hand 70 168 373 84 580 457 Cash at bank 18 934 79 100 Short-term bank deposits 50 861 5 023 Rainbow Tour S.A.’S Capital Group Page 44 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 8.10 SHARE CAPITAL description 31.12.2013 31.12.2014 49 517 49 031 78 540 78 540 1 455 1 455 Equity Equity attributable to the shareholders of the parent company Share capital Value of ordinary shares Number of ordinary shares Value of vote preferred shares (2 votes) Number of vote preferred shares (2 votes) Supplementary capital (without results) from sales of shares above par From shareholder payments 755 755 7 552 7 552 700 700 7 000 32 384 7 000 32 384 33 123 32 384 0 0 Created optionally -739 0 Revaluation reserve -498 476 Revaluation of land, buildings and constructions Recognition of provision for deferred tax with respect to revaluation of land, buildings, constructions Effect of changes in tax rate Revaluation of financial assets held for sale -615 0 117 -112 0 0 Own shares 0 -663 588 -420 Value of ordinary shares -663 -420 Number of ordinary shares 0 0 Value of vote preferred shares (2 votes) 0 0 Number of vote preferred shares (2 votes) Translation differences of entities operation abroad 0 0 0 0 0 0 Translation of the effect of exchange rates Change in Group’s structure 0 Accumulated profit 0 16 353 44 645 Minority interest 486 0 Accumulated value Sharing profits in current period 585 0 -99 0 0 0 Change in Group’s structure The intention of the Capital Group is to cover losses with profits generated in future. The table below presents shareholders with substantial blocks of shares as at 31 December 2014. Shareholder Number of shares held Sławomir Adam Wysmyk Grzegorz Baszczyński (the President of the Management Board) Remigiusz Cezary Talarek (the Vice – chairman of the Management Board ) Tomasz Piotr Czapla (the Vice – chairman of the Management Board) Aviva Investors Poland S.A. 8.11 1 878 346 3 448 346 Share in the votes at GM (%) 16.15% 2 292 000 4 147 000 19.42% 15.75% 2 035 800 3 680 800 17.24% 13.99% 1 990 000 3 600 000 16.86% 13.68% 1 316 319 1 316 319 6.16 % 9.05 % Total number of votes Share capital of company (%) 12.91% the CAPITAL FROM VALUATION OF INCENTIVE PLANS As at 31 December 2008 the warrants in the amount of PLN 135 thousand, valued as at the date of their acquisition, were recognised in the spare capitals. Rainbow Tour S.A.’S Capital Group Page 45 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) The rules of New Incentive Plan were resolved at Ordinary General Meeting of Shareholders on 6 June 2008. The plan was implemented from 2008 to 2010. After 2010 the plan expired. 8.12 PROVISION FOR DEFERRED TAX ASSETS Description Deferred income tax liabilities Deferred income tax liabilities opening balance Recognised in the income statement as at the opening balance Recognised in equity as at the opening balance Other as at opening balance Deferred income tax liabilities Increases through income statement Increases through equity Other increases decreases through income statement Decreases through equity Decreases other Description Deferred income tax liabilities Difference in the valuation (amortization) of the trademark Fixed assets under finance leases Valuation of liabilities in foreign currencies Other (less than 5% of the items) 8.13 description 31.12.2013 78 31.12.2014 494 74 76 74 76 0 0 0 0 4 4 418 306 0 112 0 0 0 0 0 0 0 0 31.12.2013 31.12.2014 78 494 0 0 0 27 0 382 51 112 PROVISION FOR RETIREMENT BENEFITS 31.12.2013 31.12.2014 Pension liabilities 12 12 Opening balance 12 12 increases Decreases 0 0 0 0 Use 0 0 Pension and holiday liabilities 0 90 Opening balance 0 53 increases 0 37 Decreases Use 0 0 0 0 The amounts of provisions for retirement benefits were calculated individually for each employee. The base for calculating the provision for an employee is the estimated amount of retiring allowance pursuant to the provisions applicable. The amount is adjusted to the likelihood of an individual person working in the company to the retirement age and discounted at the balance sheet date. The financial discount rate applied to calculate present value of liabilities resulting from retirement benefits was determined at 6.0%. The provisions for retiring allowance are presented in profit and loss account in “overheads” as employee benefits. Rainbow Tour S.A.’S Capital Group Page 46 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 8.14 FINANSOWEGO LONG TERM FINANCE LEASE LIABILITIES Information on leased assets is presented in the footnotes to the consolidated financial statements description 31.12.2013 31.12.2014 Long-term finance lease liabilities 0 0 From 1 year to 2 years Over 2 years up to 5 years 0 0 0 0 Over 5 years 0 0 Unrealized income 0 0 Short-term finance lease liabilities 0 0 Gross value 0 0 Unrealized income 0 0 31.12.2013 31.12.2014 90 397 0 111 048 0 0 0 8.15 description Trade and other liabilities Trade and other liabilities from related parties other LIABILITIES 0 0 Trade and other liabilities from other entities 90 397 111 048 Liabilities from provision of goods and services 82 619 96 975 1 778 1 299 6 594 1 220 995 1 068 3 706 5 191 Income tax liabilities Other tax and social security liabilities Employee benefits liabilities Other liabilities Rainbow Tour S.A.’S Capital Group Page 47 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) description 31.12.2013 31.12.2014 90 397 111 048 Trade and other liabilities from related parties 0 0 PLN 0 0 PLN (translated into Euro) Originally in Euro 0 0 0 0 PLN ( translated into USD) 0 0 Originally in USD 0 0 PLN (translated in SKK) 0 0 Originally in SKK 0 0 PLN ( translated into GBP) Originally in GBP 0 0 0 0 PLN (translated into NOK) 0 0 Originally in NOK 0 0 PLN ( translated in UAK) 0 0 Originally in UAK 0 0 PLN ( translated other) Originally in other currency 0 0 0 0 Trade and other liabilities from other entities 90 397 111 048 PLN 78 925 94 433 PLN (translated into Euro) 6 222 9 259 Originally in Euro 1 501 2 172 PLN ( translated into USD) Originally in USD 5 250 1 743 7 356 2 097 PLN (translated in SKK) 0 0 Originally in SKK 0 0 PLN ( translated into GBP) 0 0 Originally in GBP 0 0 PLN (translated into NOK) Originally in NOK 0 0 0 0 PLN ( translated in UAK) 0 0 Originally in UAK 0 0 PLN ( translated into other currency) 0 0 Originally in other currency 0 0 31.12.2013 0 31.12.2014 0 0 0 0 Up to 1 month Over 1 month up to 3 months 0 0 Over 3 months up to 6 months 0 0 Over 6 moths up to 1 year Over 1 year 0 0 0 0 Impairment losses PLN 0 0 Past-due liabilities 0 To 1 month 0 0 Over 1 month up to 3 months 0 0 Over 3 months up to 6 months Over 6 moths up to 1 year 0 0 0 0 Over 1 year 0 0 Impairment losses PLN 0 0 Liabilities from provision of goods and services 82 619 96 975 Non-maturing liabilities 60 039 85 021 To 1 month Over 1 month up to 3 months 55 037 3 450 85 021 0 Over 3 months up to 6 months Trade and other liabilities description Liabilities from provision of goods and services Non-maturing liabilities payable 0 0 1 552 0 Over 6 moths up to 1 year 0 0 Over 1 year 0 0 Rainbow Tour S.A.’S Capital Group Page 48 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) allowance to reduce accounts receivables PLN 0 0 Past-due liabilities 22 580 11 954 To 1 month 12 006 4 001 Over 1 month up to 3 months 4 648 2 183 Over 3 months up to 6 months Over 6 moths up to 1 year 2 458 2 757 3 032 207 711 2 531 0 0 description 31.12.2013 31.12.2014 Bank loans 0 Short-term bank loans 0 0 PLN 0 0 PLN (translated into Euro) Originally in Euro 0 0 0 0 PLN ( translated into USD) 0 0 Originally in USD 0 0 PLN (translated in SKK) 0 0 Originally in SKK 0 0 PLN (translated into GBP) Originally in GBP 0 0 0 0 PLN (translated into NOK) 0 0 Originally in NOK 0 0 PLN (translated in UAK) 0 0 Originally in UAK 0 0 PLN (translated into other currency) 0 Short-term bank loans and credits Short-term bank loans 27 0 0 Over 1 year Impairment losses PLN 0 27 0 PLN 0 0 PLN (translated into Euro) 0 0 Originally in Euro 0 0 PLN (translated into USD) Originally in USD 0 0 0 0 PLN (translated in SKK) 0 0 Originally in SKK 0 0 PLN (translated into GBP) 0 0 Originally in GBP 0 0 PLN (translated into NOK) Originally in NOK 0 0 0 0 PLN (translated in UAK) 0 0 Originally in UAK 0 0 PLN (translated into other currency) 0 0 As at 31.12.2014 the company did not use any bank credits. As at 31.12.2013 the parent company used bank credits provided by Bank Ochrony Środowiska in the amount of PLN thousand Getin Bank S.A in the amount of PLN 25 thousand 8.16 Rainbow Tour S.A.’S Capital Group PROVISIONS FOR OTHER LIABILITIES Page 49 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) description 31.12.2013 31.12.2014 Long-term provisions 0 0 Liabilities arising from advance sales 0 0 Warranties, securities and guarantees 0 0 Restructuring costs 0 0 0 0 0 0 Costs of discontinuing activity Share based payments Other Short-term provisions Liabilities arising from advance sales 0 0 13 571 22 516 12 859 17 329 Warranties, securities and guarantees Restructuring costs 0 0 0 0 Costs of discontinuing activity Share based payments 0 0 Other 8.17 0 0 712 5 187 LIABILITES DIRECTLY RELATED TO THE FIXED ASSETS HELD FOR SALE The company did not recognise liabilities directly related to fixed assets held for sale. As at 31.12.2014 the company failed to recognise any fixed assets held for sale. Rainbow Tour S.A.’S Capital Group Page 50 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 9 9.1 NOTES TO PROFIT AND LOSS ACCOUNT REVENUES FROM SALES OF SERVICES, MATERIALS AND GOODS Description Continuing activity, sales revenues Sales of package travels Agency selling tourism services , ticket and hotel services 01.01.201331.12.2013 776 649 582 790 01.01.201431.12.2014 956 464 764 903 193 248 188 445 IT support services 0 0 rents 0 0 Other 611 3 116 01.01.201331.12.2013 776 649 01.01.201431.12.2014 956 464 770 837 5 812 952 158 4 306 Description Constinuing activity sales revenue Sales in the country Sales abroad 9.2 COST OF SALES OF SERVICES, MATERIALS, GOODS, COST OF DISPOSAL AND OVERHEADS Provisions for unused holiday leaves and provisions for retiring allowance are presented in the profit and loss account in “Overheads”. 01.01.201331.12.2013 681 148 01.01.201431.12.2014 812 748 Amortization and Depreciation 1 134 1 196 Consumption of materials and energy 2 093 2 320 722 847 873 898 Description Manufacturing cost of services sold External services Taxes and payments Remuneration Social security and other benefits 1 692 1 821 18 926 3 533 25 507 4 292 Exchange gains 1 979 792 Exchange losses 1 851 -4 244 8 346 10 960 Other costs according to type Movement in products 0 0 Goods Continuing activity cost of sales 497 65 051 507 85 232 Continuing activity overheads 12 741 17 485 01.01.201331.12.2013 671 01.01.201431.12.2014 975 Release of allowance to reduce accounts receivables 0 0 Release of provisions for costs of tourism services 0 0 Release of provision for commission costs 0 0 183 143 28 436 Settlements inventory 0 0 Subscribing shares in other entities 0 0 9.3 OTHER REVENUE/ OPERATING COSTS description Continuing activity, other operating income Compensation and penalties received Liabilities limitation Profits on disposal of non-financial fixed assets Re-invoices From loyalty cards other Continuing activity other operating costs Rainbow Tour S.A.’S Capital Group 0 0 56 5 0 289 0 506 2 377 3 062 Page 51 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Recognition of allowance to reduce accounts receivables Creation of provision for cost of tourism services creation of provision for costs of commissions compensation and penalties paid Aging of receivables Settlements inventory Costs of subscribing shares in other companies 868 626 0 73 175 0 54 68 538 0 1 188 0 0 0 Loss on disposal of non-financial fixed assets 53 95 Re-invoices 27 82 Donations 0 0 claims Court payments and costs 216 253 222 170 Other 193 538 01.01.201331.12.2013 1 461 01.01.201431.12.2014 1 576 9.4 REVENUE / FINANCIAL COSTS description Continuing activity, finance revenue Foreign exchange gains Credit and loan interests 0 0 1 460 1 576 Profits from investing activities 1 0 Continuing activity financial costs Exchange losses 948 6 1 098 0 62 28 Credit and loan interests Losses from investing activities other interests Interests on lease instalments 9.5 0 0 880 1 070 0 0 PROFIT (LOSS) SHARING IN THE SUBSDIARIES UNDER EQUITY METHOD They are not recognised. 9.6 INCOME TAX description Current tax Tax on total income Tax on gains unrecognized in the tax base Tax on gains increasing the tax base 01.01.201331.12.2013 2 907 3 161 01.01.201431.12.2014 7 885 7 470 269 548 24 187 Tax on costs unrecognized in the cost base 966 1 596 Tax on costs increasing the tax base 127 145 Tax on used tax losses 848 675 The company did not recognise any unaccounted for tax losses, unused tax allowances, for which deferred tax assets were not recognized in the balance sheet. 9.7 Rainbow Tour S.A.’S Capital Group DISCONTINUING OPERATIONS Page 52 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) In 2014 the Capital Group did not sell any subsidiary, and in 2013 the Group sold subsidiary Travelovo sp. z o.o. description Net profit (loss) on discontinuing operations 01.01.201331.12.2013 137 01.01.201431.12.2014 0 Revenues from discontinuing operations Revenues from valuation of assets held for sale 0 0 -137 0 0 0 0 0 0 0 Cost of discontinuing operations Costs of valuation of the assets held for sale Income tax on discontinuing operations 10 10.1 CONTINGENT ITEMS GUARANTEES AND WARRANTIES GRANTED Limits of derivative transactions The issuer has limits of derivative transactions, which enable to perform derivative transactions. The company uses derivative instruments to hedge future foreign currency flows through forward transactions. The value of debt limit is presented in the table below: Bank Millennium Bank S.A. Type Transaction limit Amount of the limit 10 000 000.00 Valid till 2015-03-20 Raiffeisen Bank Polska S.A. Transaction limit 18 000 000.00 2015-10-25 As at 31 December 2014 Rainbow Tours SA had forward contracts for purchase of USD and EUR in exchange for PLN. Date of contract performance Amount of USD Date of contract performance Amount of EUR Total Total PLN equivalent at the time of transaction execution 2 800 000 9 395 840 PLN equivalent at the time of transaction execution 925 000 3 893 273 Bank guarantees granted by the banks to the contractors of Rainbow Tours S.A. Under its bank guarantee the company orders to issue bank guarantees for the contractors cooperating with Rainbow Tours. In 2014 the Issuer ordered issuance of the guarantees exceeding its guarantee limits. The table below presents guarantees issued at 31 December 2014. The amounts of the guarantees issued in foreign currencies were translated using the average NBP rate as of 31 December 2014. Bank issuing the guarantee Millennium Bank S.A. BOŚ S.A. Raiffeisen Bank Polska S.A. total Rainbow Tour S.A.’S Capital Group The amount of guarantees issued 13 254 464.33 21 000.00 1 213 000.00 14 488 464.33 Page 53 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Additionally, in IV quarter of 2014 the parent company began buying corridor options for the purchase of USD. They consist of the right to purchase USD at the spot rate, if the actual exchange rate of USD will not be lower than a spot rate. If the exchange rates fall below the spot rate the company is obliged to buy double amount of the currency fixed in first Call option. Call and Put options have an embedded condition, according to which Call and Put options are switched off at fixed exchange rate. The below table presents total amounts of the options as at the date of submitting this report. Contractual amount of Call option in USD Contractual amount for exchange to PLN Contractual amount of Put option in USD Contractual amount for exchange in PLN 11 950 000 42 711 250 23 300 000 83 247 500 Insurance guarantees granted by Towarzystwo Ubezpieczeń Europa S.A (Europa Insurance Company). The parent company advised that on 13 August 2014 Rainbow Tours S.A. (the Obligor) entered into the agreement with Towarzystwo Ubezpieczeniowe Europa S.A. (Europa Insurance Society – the Guarantor) to grant the insurance guarantee by the Guarantor for Rainbow Tours S.A. as a tour operator and a travel agent, which is issued for the benefit of the Marshall of Łódzkie Province (“the Beneficiary”) The subject matter of the agreement is to define rules of granting the insurance guarantee by the Guarantor in the scope of: a) Coverage of the costs of the return of the customers to the country, when the Obligor (Rainbow Tours S.A.) won’t secure the return despite its obligations, b) Reimburse the payments made by the customers of the Obligor (Rainbow Tours S.A.) if the entity fails to meets it contractual obligations c) Reimburse partially the payments for package holidays, which are corresponding to the part of the services, which was not provided for the reasons dependent on the Mandator or persons acting on its behalf. According to the provision of the said agreement its value at the date of execution and at the same time the value of the Guarantee granted by the Guarantor to the Beneficiary amounts to PLN 100,573,901.39 (one hundred million five hundred seventy three thousand nine hundred one zloty thirty nine grosz) ), hereinafter referred to as “the amount of guarantee”, and which is equivalent to EUR 24,158,415.94 (twenty four million one hundred fifty eight thousand four hundred fifteen zloty ninety four grosz) translated using average euro exchange rate published by National Bank of Poland for the first time in the year of the guarantee issuance that is 2 January 2014 (1 EUR = 4,1631 PLN), published in the table No 01/A/NBP2014 dated 2nd January 2014. The guarantee will ensure the repayment of the claims resulting from the events mentioned in point 1 letter. a), b) and c) above under the agreements to provide tourism services entered by Rainbow Tours SA in the period from 17 September 2014 to 17 September 2015. If the Beneficiary of the Guarantee claims payments under the guarantee, the Obligor, at the request of the Guarantor, is obliged to take a stance on the claim within 3 days of delivery of the request by the Guarantor and attach the copy of the contract referring to the payment of the claim. If the Guarantor effects the Guarantee for the benefit of the Beneficiary of the Guarantee, the Obligor will reimburse the Guarantor the amount paid under the guarantee within 7 days of the receipt of the request for payment with costs (all costs incurred) and in case of late payment- additionally the statutory interest. The previous agreement to provide insurance guarantee (valid till 16 September 2014) was supplemented with new guarantee agreement (which was also applicable to 16 September 2014) about which the Management Board of the Company informed in the ESPI current report dated 17 June 2014, that is why: Rainbow Tour S.A.’S Capital Group Page 54 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) The original agreement to provide insurance guarantee No GT 96/2013 with Towarzystwo Ubezpieczeniowe Europa S.A. (the company informed about the conclusion of the agreement in the ESPI current report No 26/2013 of 30 July 2013) provides the insurance guarantee for the amount of PLN 70,288,493 which is equivalent to EUR 17,282,214.33 translated using average euro exchange rate published by National Bank of Poland for the first time in the year of issuance of the guarantee that is on 2nd January 2013, which amounts to EUR 1 =PLN 4.0671, and results from the reported agreement of 30 July 2013. The guarantee is valid from 17 September 2013 till 16 September 2014. To complement the said agreement the company additionally entered into the agreement with Towarzystwo Ubezpieczeniowe Europa S.A. No GT 98/2014 to provide insurance guarantee (the company informed about the conclusion of the agreement in the ESPI current report No 20/204 of 17 June 2014) and provides the insurance guarantee for the amount of PLN 14,411,740.35 which is equivalent to EUR 3,461,780.97 translated using the average euro exchange rate published by the National Bank of Poland for the first time in the year of the issuance of the guarantee that is 2nd January 2014, which amounts to EUR 1=PLN 4.1631 and results from the reported agreement of 17 June 2014. The guarantee is valid from 17 June 2014 till 16 September 2014. As at the date of submitting this report the total guarantees described above secure the payments of claims resulting from the events mentioned in point 1 letter. a), b) and c) above, under the agreements to provide tourism services entered into by Rainbow Tours SA till 16 September 2014 for the total amount of PLN 84,700,234.27 (eighty four millions seven hundred thousand two hundred thirty four zloty and twenty seven grosz). The amount of the new guarantee, which is valid from 17 September 2014 to 16 September 2015, is higher by PLN 15,873,667.12, up by 18.74% compared with the amount of the previous guarantee. The security for the said guarantee (securing claims of the Guarantor to repay the amounts paid under the guarantee to the Beneficiary of the Guarantee) will be: a) a deposit determined according to market conditions, b) mortgage on property of the Obligor, c) blank promissory note with “no protest” clause The amount of the commission due to the Guarantor from the Obligor for the issuance of the guarantee was determined according to market conditions. The said agreement to provide insurance guarantee does not stipulate penalty clauses. The promissory notes issued by Rainbow Tours S.A. Rainbow Tours S.A.’s Management Board issues blank promissory notes, which constitute security for credit products offered by Bank Ochrony Środowiska: The details are provided below: The promissory note no 1, which constitute the security for the multipurpose line of credit S/53/10/2011/1245/K, for the amount PLN 9,500.000.00 PLN. The promissory note can be executed within 60 months from termination of the agreement, i.e. till 14.11.2022, the amount of execution is PLN 23,750.000.00 The promissory note No 2 which constitutes security for the bank guarantee issued under multipurpose line of credit S/117/08/2013/1245/K. for the amount of PLN 4,000,000.00. The promissory note can be executed within 60 months of the termination of the agreement, i.e. till 30 October 2020. The amount of execution is PLN 6,000,000.00. The promissory note No 3- the guarantee S/117/08/2013/1245/K/3 granted under bank guarantee S/117/08/2013/1245/ for the amount PLN 21,000.00. The amount of execution is PLN 21,000.00. The security for the guarantee issued by Towarzystwo Ubezpieczeniowe Europa SA with registered office in Wrocław (“the Guarantor”) under the agreements to grant by the Guarantor the insurance Rainbow Tour S.A.’S Capital Group Page 55 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) guarantee for Rainbow Tours SA, as a tour operator and travel agent, which benefits the Marshall of Łódzkie Voivodeship (“the Beneficiary”) are: - Promissory note No 4 which secures the Agreement No GT 101/2012 of 17 August 201 for the amount of PLN 46 305 000 (forty six million three hundred and five thousand Polish zloty), which is equivalent of EUR 10,372,984 (say: ten million three hundred seventy two thousand nine hundred eighty four euro 00/100) translated according to average NBP exchange rate of 2 January 2012, which amounts to 1 EURO = 1 euro = 4.4640 PLN published in the table 01/A/NBP/2012 of 2nd January 2012 applicable from 17 September to 2012 to 16 September 2013. According to promissory note declaration the promissory note can be written for the amount of PLN 46 305 000 (forty six million three hundred and five thousand Polish zloty) - Promissory note No 5 which secures the Agreement No GT 96/2013 of 30 July 2013 for the amount of PLN 70,288,493.92 (seventy million two hundred eighty eight thousand four hundred ninety three 92/100 Polish zloty) which constitutes the equivalent of EUR 17.282.214,33 (say: seventeen million two hundred eighty two thousand two hundred fourteen euro 33/100) translated according to average NBP exchange rate of 2 January 2013 which amounts to 1 EURO = 1 euro = 4.0671 PLN published in the table 01/A/NBP/2012 of 2nd January 2013 and applicable from 17 September to 2013 to 16 September 2014. According to promissory note declaration the promissory note can be written for the amount of PLN 70,288,493,92 (seventy million two hundred eighty eight thousand four hundred ninety three 92/100 Polish zloty) Promissory note No 6, which secures the agreement number GT 98/2014 of 30 June 2014 for the amount of PLN 14,411,740.35 (fourteen million four hundred eleven thousand seven hundred forty 35/100), which is equivalent to EUR 3,461,780.97 (say: three million four hundred sixty one thousand seven hundred eighty 97/100) translated using average NBP exchange rate published for the first time in the year of issuance of the guarantee, that is on 2 January 2014 which amounts to: 1 EURO = 1 euro = PLN 4.1631, resulting from the respective agreement of 17 June 2014. The agreement is valid from 17 September 2014 to 16 September 2015. According to promissory note declaration the promissory note cannot written for the amount higher than PLN 14,411,740.35 (fourteen million four hundred eleven thousand seven hundred forty 35/100 Polish zloty). Promissory note No 7, which secures the agreement number GT 110/2014 of 13 September 2014 for the amount of PLN 100,573,901.39 (one hundred million five hundred seventy three thousand nine hundred one 39/100), hereinafter referred as the amount of the guarantee, which is equivalent to EUR 24.158.415,94 (say: twenty four million one hundred fifty eight thousand four hundred fifteen 94/100) translated using average NBP exchange rate published for the first time in the year of issuance of the guarantee, that is on 2 January 2014, which amounts: 1 EURO = 1 euro = PLN 4.1631, published in the table 01/A/NBP/2014 of 2 January 2014. The agreement is valid from 17 September 2014 to 16 September 2015. According to promissory note declaration the promissory note cannot be written for the amount higher than PLN 100,573,901.39 (one hundred million five hundred seventy three thousand nine hundred one 39/100 35/100 Polish zloty). Blank promissory notes with no protest clause issued by Rainbow Tours S.A. 10.2 DISPUTABLE MATTERS As at 31 December 2014 and the date of filing these financial statements neither the issuer nor its related entities are a party to any court or arbitration proceedings, which separate or total value of the matter in dispute would exceed 10% of the equity of the issuer. 11 INFORMATION ON TRANSACTIONS WITH RELATED ENTITIES Pursuant to IAS 24 the entities related with the Group, except for the consolidated companies, are the members of the governing bodies of the company. Rainbow Tour S.A.’S Capital Group Page 56 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) 11.1 ASSOCIATES The list of associates presented in the consolidated financial statements is shown in the table below. No Name of the entity Share of the share capital Seat of the entity Share of votes at GM Date of taking up control 1 PORTAL TURYSTYCZNY Sp. z o.o. 90 – 361 Łódź,ul. Piotrkowska 270 100% 100% 2006 2 RAINBOW TOURS Biuro Podróży Sp. z o.o. 90 – 105 Łódź, ul. Piotrkowska 70 100% 100% 2007 3 ABC Świat Podróży Sp. z o.o. 90 – 361 Łódź,ul. Piotrkowska 270 100% 100% 2008 4 Bee&Free sp. z o.o. 90 – 361 Łódź,ul. Piotrkowska 270 100% 100% 2010 11.2 MERGERS, AQUISITIONS OF ECONOMIC ENTITIES AND THEIR DISPOSAL In 2014 the structure of the Capital Group of Rainbow Tours S.A. did not change. Up to the date of preparation of the financial statements the issuer failed to dispose shares of subsidiaries. 11.3 SHARES IN JOINT VENTURES The companies of Rainbow Tours S.A.’s Capital Group do not hold shares in joint ventures. 11.4 REVENUES AND COSTS Rainbow Tours S.A. Description Revenue 01.01.2014-31.12.2014 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Costs 01.01.2014-31.12.2014 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Revenue 01.01.2013-31.12.2013 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Costs 01.01.2013-31.12.2013 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży 11.5 60 670 1 2 3 4 5 60 670 1 2 3 4 5 53 360 1 2 3 4 5 53 360 1 2 3 4 5 Rainbow Tour S.A.’S Capital Group 54 584 90 90 275 5 631 689 0 2 095 2 847 50 134 49 881 49 49 155 3 218 717 4 1 109 1 388 689 689 0 0 0 54 584 54 584 0 0 0 717 717 0 0 0 49 889 49 881 0 0 8 Rainbow Biuro Podróży Sp. z o.o. 0 2 095 0 2 095 0 0 0 0 0 0 90 90 90 90 0 0 0 0 0 0 4 1 109 4 1 109 0 0 0 0 0 0 49 49 49 49 0 0 0 0 0 0 Portal Turyst. Sp. z o.o. ABC Świat Podróży 2 847 2 847 0 0 0 275 275 0 0 0 1 396 1 388 8 0 0 155 155 0 0 0 SETTLEMENTS WITH ENTITIES LINKED BY EQUITY TIES Rainbow Tours S.A. Description Receivables 01.01.2014-31.12.2014 55 039 Bee&Free sp. z o.o. 9 523 6 380 Bee&Free sp. z o.o. 31 Rainbow Biuro Podróży Sp. z o.o. 0 178 Portal Turyst. Sp. z o.o. ABC Świat Podróży 2 934 Page 57 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Liabilities 01.01.2014-31.12.2014 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Receivables 01.01.2013-31.12.2013 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Liabilities 01.01.2013-31.12.2013 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży 1 2 3 4 5 9 523 1 2 3 4 5 8 958 1 2 3 4 5 8 958 1 2 3 4 5 31 6 318 0 0 62 3 143 31 0 178 2 934 7 916 7 874 0 0 42 1 042 0 0 679 363 0 0 0 6 318 6 318 0 0 0 0 0 0 0 0 7 874 7 874 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 178 0 0 0 0 0 0 0 0 679 679 0 0 0 0 0 0 0 2 934 0 0 0 62 62 0 0 0 363 363 0 0 0 42 42 0 0 0 0 The amount of the settlement do not include receivables and financial liabilities, which were separately excluded in the amount of PLN 5,583 thousand in 2014 and in the amount of 20,192 thousand in 2013. They referred to the loans granted to the companies of the Capital Group by Rainbow Tours S.A. Rainbow Tours S.A. Description Loans granted as at 31.12.2014 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Loans received as at 31.12.2014 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Loans granted as at 31.12.2013 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży Loans received as at 31.12.2013 Rainbow Tours S.A. Bee&Free sp. z o.o. Portal turystyczny Sp. z o.o. Rainbow Biuro Podróży Sp. z o.o. ABC Świat Podróży 5 583 1 2 3 4 5 5 583 1 2 3 4 5 20 192 1 2 3 4 5 20 192 1 2 3 4 5 11.6 Bee&Free sp. z o.o. 0 0 0 0 0 5 583 519 20 20 5 024 0 0 0 0 0 20 192 5 048 5 048 5 048 5 048 519 519 0 0 0 0 0 0 0 0 5 048 5 048 0 0 0 0 0 0 0 0 Rainbow Biuro Podróży Sp. z o.o. 20 20 20 20 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5 048 5 048 5 048 5 048 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Portal Turyst. Sp. z o.o. ABC Świat Podróży 5 024 5 024 0 0 0 0 0 0 0 0 5 048 5 048 0 0 0 0 0 0 0 0 OTHER TRANSACTIONS Not applicable 11.7 REMUNARATION OF THE MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD Rainbow Tour S.A.’S Capital Group Page 58 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Remuneration of the members of the governing bodies of the parent company was presented collectively and in categories as required by IAS 24 Related Parties – Disclosures. The members of the Management Board of the parent company do not receive remuneration from subsidiaries. Information on the amounts of remuneration for the members of the Management Board in 2014 is presented in the table below: Title of payment Employment contract with RT SA The function performed in the Management Board in Rainbow Tours S.A. Remuneration in RT SA Total due paid due paid due paid due paid Baszczyński Grzegorz Czapla Tomasz 169 632 144 972 169 632 144 972 216 396 196 920 209 688 190 816 581 320 528 100 581 320 528 100 967 348 869 992 960 640 863 888 Talarek Remigiusz 144 972 144 972 196 920 190 816 528 100 528 100 869 992 863 888 Total 459 576 459 576 610 236 591 320 1 637 520 1 637 520 2 707 332 2 688 416 Person Information on the amounts of remuneration for the members of the Management Board in 2013 is presented in the table below: Title of payment Person Employment contract with RT SA due paid The function performed in the Management Board in Rainbow Tours S.A. due paid Remuneration in RT SA due paid Total due paid Baszczyński Grzegorz 169 632 155 496 135 900 124 575 119 834 119 834 425 366 399 905 Czapla Tomasz 144 972 132 891 123 672 113 366 108 863 108 863 377 507 355 120 Talarek Remigiusz 144 972 132 891 123 672 113 366 108 863 108 863 377 507 355 120 Total 459 576 421 278 383 244 351 307 337 560 337 560 1 180 380 1 110 145 Information on the amounts of remuneration for the members of the Supervisory Board in 2014 is presented in the table below: Person Due Paid Kubica Grzegorz 12 000 12 000 Niewiadomski Paweł Pietras Paweł 12 000 12 000 12 000 12 000 Stępień-Andrzejewska Joanna 12 000 12 000 Walczak Paweł 18 000 18 000 Total 66 000 66 000 Information on the amounts of remuneration for the members of the Supervisory Board in 2013 is presented in the table below: Person Due Paid Kubica Grzegorz Niewiadomski Paweł Pietras Paweł Stępień-Andrzejewska Joanna Walczak Paweł Total 12 000 12 000 12 000 12 000 18 000 66 000 12 Rainbow Tour S.A.’S Capital Group 11 000 11 000 11 000 11 000 16 500 60 500 EVENTS AFTER THE BALANCE SHEET DATE Page 59 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) After the balance sheet date there were no events, which could affect performance of the Capital Group in the future. 13 AIMS AND RULES OF FINANCIAL RISK MANAGEMENT 13.1 POLICY OF FINANCIAL RISK MANAGEMENT The Capital Group is mainly exposed to the risk of fluctuation in currency exchange rates and in fuel prices, which results from fluctuation on money and capital market. The Group has a consistent policy of financial risk management and continuously monitors risk areas, and uses strategies and mechanisms, which are available, in order to minimise negative effects of market fluctuation. Financial risk (defined as cash flow fluctuation) as well fluctuation in money and capital markets I s reduced by the Group in the manner described below. The Management Board defines and monitors the policy and strategy of risk management and the substantial units of Rainbow Tours S.A. and companies of the group fulfil current obligations in this respect. . 13.2 CURRENCY RISK The parent company pays for the package travels in foreign currencies (usually Euro or American Dollar). On the other hand holidays are sold to customers in Poland in Polish zloty. Unfavourable currency exchange rates in the period taking place between the time of inflow of customer payments and time of payments to foreign contractors may lower profitability and profits earned by the Company. In order to minimise currency risk Rainbow Tours S.A. to resell of seats in charter planes in foreign currencies to the contractors. 13.3 PRICE RISK The price risk factors in the operations of the Capital Group are as follows: Competition risk The changes on the tourism market indicating to definite development of on-line sales can, in a longer run, pose a threat to market share for companies, who have only traditional sales channels. The Company have taken some actions to prevent this threat by developing modern sales channels. Moreover, the company competes with other tour operator through traditional sales channel. Consistent development of strong and recognizable brand, which covers with its operations all aspects of tourism market (the producer – tour operator in Poland, traditional distribution – the network of traditional sales offices, Internet – own portal), definitely enables successful competition with other market players. Risk connected with disasters in tourist destinations The activities of the Group can be indirectly affected by all kinds of economic and political affairs throughout the world. Any tragic event or disaster in tourist destinations directly impacts tourism market demand. Armed conflicts, terrorist attacks, social unrest, epidemics, or natural disasters e.g.: floods, earthquakes or prolonged droughts can adversely affect the performance of the Group. However, currently terrorist attacks and social unrest, which make headlines have less significant effect on a decision to purchase a package travel than a few years ago. Moreover, the Group organizes and sells holidays to dozens of destinations all over the world, and in case of a local crisis in a single destination, the Group can operate in other destinations. Rainbow Tour S.A.’S Capital Group Page 60 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Risk connected with seasonality of sales The sales generated by the Group, as is the case for the majority of tourism industry entities, are seasonal and determined by increase in demand for products and services of the Group in second and third quarter of the year. Thus, the financial results for that period have significant influence over the final performance for the whole year. Moreover, the Group attempts to level down the seasonality of sales in the winter season (IV and I quarter of the year) by introducing more and more interesting and attractive offers of exotic holidays (based mainly on direct charters to Mexico, Cuba and Thailand). Introduction of charter transportation to exotic destinations have resulted in rapidly growing interest in such holidays. This may affect the proportion of sales in summer and winter season. Risk connected with the financial condition of subsidiaries Rainbow Tours S.A.’s Capital Group comprises following entities: Portal Turystyczny Sp. z o.o. (100 % of the share capital, the company completes works on a portal specializing in individual reservations that is dynamic packages), Rainbow Tours – Biuro Podróży Sp. z o.o. (100 % of the share capital), ABC Świat Podróży sp. z o.o. (100% of the share capital), the company operates 12 franchise Rainbow Tours sales offices) as well as Bee&Free (100% of the share capital, the company specializes in consolidation and sales of charter planes seats). In 2012 the company undertook number of restructuring activities, which brought desired effects, and subsidiaries earned profit. Risk connected with micro-economic situation in Poland Economic problems of EU countries may affect economic situation in Poland and this in turn may influence deterioration of consumer moods, including the inclination of Polish citizen towards international travels. Purchase of package travel is influenced by a complicated political situation in Ukraine and the risk of conflict escalation between Russia and Ukraine. However, the considerable increase in turnovers and advance sales of Summer 2015 in the first quarter of 2015 does not seem to confirm these fears. Risk connected with changing legal regulations. Changes in legal provisions or their different interpretations pose risk to activities of the company. Any changes in legal provisions, especially tax regulations may have adverse effects on operations of the company. Legal regulations in Poland are in the course of changing due to implementation of EU laws and may affect legal environment of the business of the Issuer. Frequent changes in interpretation of tax regulations are especially dangerous. Tax offices activities and court judgments with respect to taxation lack consistency. Tax interpretation different from interpretation provided by tax offices may worsen its financial situation and in turn negatively affect the financial performance. Currency risk The parent company pays for package travels in foreign currencies (usually Euro or American Dollar). However, the travels are sold to customers in Poland in Polish zloty. Unfavourable currency exchange rates in the period between the time of the inflow of costumer payments and the time of payments to foreign contractors may lower profitability and profits earned by the Company. However, we should remember that the depreciating trend of Polish currency was already stopped and according to the analyses available for the Management Board Polish zloty should strengthen in the mid and long term. Moreover, the company uses hedges: options and forwards for its future transactions. Rainbow Tour S.A.’S Capital Group Page 61 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Risk connected with rising prices of crude oil. Relatively high price of crude oil in the recent time has increased costs of aviation and coach transport. Greater demand for crude oil in a summer season resulting from increased activity of airlines may affect the growth of prices in that period. This can translate into the increase in cost of package travels (denominated in foreign currencies). 13.4 CREDIT RISK Credit risk refers to the situation at the end of 2008, when the world crisis translated to deteriorating conditions of obtaining financial resources and their respective costs. As at the end of 2014 the Group does not use borrowings. Risk connected with the matter is minimized by using long standing partners as the source of financing and keeping the investments low in respect of turnover realized. 13.5 LIQUIDITY RISK The group monitors financial liquidity. The security for the liquidity of the Group is the type of the sale made, which are mainly prepayments, and obtaining working capital credits to hedge transactions in periods of low liquidity. Great emphasis is placed also on collection of current dues of the companies of the Group. 14 OTHER INFORMATION The differences concerning disclosure of the results in the Consolidated Quarterly Report QS 4/2014 and the Annual Consolidated Report RS 2014. The Group of the issuer has made adjustments to the financial statements with respect to the audit performed by the chartered auditor and different presentation of economic transactions in the financial statements published. The main differences are: 1. Changes in the performance of the Rainbow Tours S.A. 2. Changes in the performance of ABC Świat Podróży sp. z o.o. 3. Changes in the performance of Bee & Free sp. z o.o Assets description RS 2014 31.12.2014 QSr 4.2014 Difference 31.12.2014 Fixed assets Tangible fixed assets 21 974 24 792 -2 818 6 729 8 098 -1 369 Intangible assets 14 814 14 814 0 196 196 0 0 0 0 0 0 0 Investments in subsidiaries Investments in associates under equity method 0 0 0 0 0 0 Other financial assets 0 0 0 Finance lease receivables 0 0 0 235 0 1 684 0 -1 449 0 Investment property Long-term receivables Related parties Deferred income tax assets Other assets Rainbow Tour S.A.’S Capital Group Page 62 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Current assets 132 287 193 504 13 15 -2 48 818 81 826 -33008 0 0 361 0 -361 0 70 168 88 786 -18618 13 288 22 516 -9228 0 0 0 154 261 218 296 -64 035 Stocks Trade and other receivables Other financial assets Finance lease receivables Cash and cash equivalents Other assets Fixed assets held for sale Total assets Liabilities description RS 2014 QSr 4.2014 -61 217 Difference 31.12.2014 31.12.2014 share capital 78 540 1 455 78 709 1 455 -169 0 Supplementary capital (without results) 32 384 32 384 0 476 476 0 -420 -420 0 Accumulated profit 44 645 44 814 -169 profit (loss) from previous years 12 394 32 251 12 532 32 282 -138 -31 Equity Revaluation reserves Own shares Net profit for the financial period Currency translation differences of entities operating abroad 0 0 0 78 540 78 709 -169 506 1 064 -558 0 0 0 0 0 0 494 1 052 -558 12 12 0 0 0 0 Long-term provisions 0 0 0 Short-term liabilities 134 313 111 048 138 523 113 975 -4 210 -2 927 90 0 90 0 0 0 Equity attributable to shareholders of the parent company Minority interest Long-term liabilities 0 Bank credit and loans Other financial liabilities Deferred income tax liabilities Pension liabilities Long-term finance lease liabilities Trade and other liabilities holiday and pension liabilities Short-term finance lease liabilities Short-term bank loans and credits 0 0 Other financial liabilities Short-term provisions Liabilities directly associated with fixed assets held for sale Total liabilities Description 0 659 659 0 22 516 0 23 799 0 -1 283 0 213 359 218 296 -4 937 1 RS 2014 2 QSR IV 2014 3 3=1-2 Continuing activity, sales revenues Continuing activity, cost of selling 956 464 955 864 600 810 653 811 769 -1 116 Gross profit (loss) on sales 145 811 144 095 1 716 Continuing activity, costs of disposal 87 327 85 095 2 232 Continuing activity, overheads Continuing activity, other operating income 17 485 975 17 473 963 12 12 Continuing activity, other operating cost Profit (loss) on operating activity 3 062 3103 -41 38 912 39 387 -475 Continuing activity, return on investment 0 0 0 Continuing activity, loss on investment 0 1536 1098 40 0 Continuing activity, finance revenue Continuing activity, financial costs Rainbow Tour S.A.’S Capital Group 1576 1098 0 Page 63 The consolidated financial statements of RAINBOW TOURS S.A’S Capital Group as at 31.12.2014. (Data in thousands of Polish zloty) Net financial profit (loss) 478 438 40 0 0 0 profits sharing of associates 0 0 0 losses sharing of associates 0 39 390 0 39 825 0 -435 -7 139 -7 543 404 7 885 8 221 -336 profits (losses) sharing of associates Pre-tax earnings (loss) Continuing activity, income tax Current tax Deferred tax 746 678 68 Deferred tax increase in charges -746 -678 -68 Deferred tax decrease in charges 0 32 251 0 32 282 0 -31 Profit (loss) on discontinuing activity s Net profit on discontinuing continuing 0 0 0 0 0 0 Net loss on discontinuing operations 0 0 0 32 251 32 282 -31 Profit (loss) from continuing activity Net profit (loss) Łódź, 30 April 2015 The Management Board of Rainbow Tours S.A. Remigiusz Talarek – the Vice- Chairman of the Management Board Grzegorz Baszczyński – the President of the Management Board The signatures of persons responsible for keeping the accounts Grzegorz Baszczyński – the President of the Management Board Tomasz Czapla – the Vice- Chairman of the Management Board Remigiusz Talarek – the Vice- Chairman of the Management Board Tomasz Czapla – the Vice- Chairman of the Management Board Łódź, 30 April 2015 Rainbow Tour S.A.’S Capital Group Page 64