The consolidated report
of RAINBOW TOURS S.A. Capital Group
for the first quarter of 2009
prepared in accordance with IFRS
str. 1
CONTENT
Content
1. Consolidated quarterly financial statement .................................................................................. 4
1.1. Consolidated balance sheet ....................................................................................................... 4
1.2. profit and loss account ............................................................................................................... 6
1.3. statement of changes in equity ................................................................................................7
1.4. cash flow account ......................................................................................................................8
2.
selected explanatory data .......................................................................................................10
2.1. Base of preparing and form of the financial statement .........................................................10
2.2. Information on rules adopted when preparing the quarterly report for the 1st quarter of 2009
............................................................................................................................................................10
2.3. Seasonal, cyclical and sporadic revenues ...............................................................................27
2.4. Type and amounts of items affecting the assets, liabilities, net financial result or cash flows,
which are untypical with regard to their type, amount or influence exerted ...................................27
2.5. Type and estimated value of amounts, which were presented in previous interim periods of
the current financial year, if they substantially influence current interim period ............................27
2.6. Issue, repurchase and repayment of equity and debt security ..............................................27
2.7. Dividends paid (total or per share), divided into ordinary and other shares .........................28
2.8. Significant events after the end of the interim period, which were not reflected in the financial
statement for the first quarter of 2009 .............................................................................................28
2.9. Description of organization of the Issuer’ s Capital Group, indication of entities consolidated
...........................................................................................................................................................28
2.10. Result of changes in economic entity’s structure within the interim period including mergers
of economic entities, acquisition or sales of subsidiaries, and long-term investments, restructuring
and abandonment of activity ............................................................................................................29
2.11. Changes in contingent liabilities or assets, which took place after the end of the last financial
year ...................................................................................................................................................29
3. Other additional information ....................................................................................................... 29
3.1. Selected financial data including basic items of consolidated financial statement ( translated in
EURO as well) .............................................................................................................................. 29
3.2. The Position of the Management Board concerning possibility of realizing previously published
forecasts for the given year, in the light of results presented in the quarterly report in
comparison to anticipated results .............................................................................................. 30
3.3. Shareholders holding at least 5% of total number of votes at the Issuer’s General Assembly
................. .................................................................................................................................... 31
3.4. Company’s shares or rights to shares ( options) held by persons in the Management Board and
the Supervisory Board ................................................................................................................ 31
3.5. Information on significant proceedings concerning the Company ............................................ 31
3.6. Information on transactions concluded with related undertakings ........................................... 32
3.7. Information on credit or loans warranties or guaranties granted by the issuer or its subsidiary to,
jointly, one entity or its subsidiary, if total value of warranties and guarantees granted constitute
at least 10% of Issuer’s equity .................................................................................................... 32
str. 2
3.8. Other information which are in opinion of the Issuer significant to asses situation of staff, assets
and finance and its changes, and information essential to assess possibility of realization of
liabilities by the Issuer ............................................................................................................... 32
3.9. Indication of factors, which in the opinion of the Issuer will influence results reached within at
least following quarter ................................................................................................................ 32
str. 3
1.
Consolidated quarterly financial statement
1.1. Consolidated balance sheet
Rainbow Tours Capital Group S.A.
Rainbow Tours S.A.
Legal basis: IFRS
description
Fixed assets
Tangible fixed assets
Intangible assets
Investment assets
Related undertakings
Investment in subsidiary
Investments in associates under equity
method
Other financial assets
Finance lease receivables
Deferred tax assets
Other assets
Current assets
Stocks
Trade and other receivables
Other financial assets
Financial lease receivables
Cash and cash equivalents
Other assets
Fixed assets for sale
Total assets
RTSA 100% PLN’000
assets
D
a
a
31st December 2008
31st March 2009
13 177
13 040
2 538
2 458
8 386
8 334
0
0
0
0
0
0
0
0
2 000
0
237
16
45 411
4
31 648
125
0
4 282
9 352
0
58 588
2 000
0
232
16
45 167
43
37 413
125
0
1 616
5 970
0
58 207
str. 4
Rainbow Tours Capital Group S.A.
Rainbow Tours S.A.
1
Legal basis: IFRS
description
Equity
Authorized capital
Spare capital ( without results)
Valuation reserves
Ownership interest
Accumulated profit
Accumulated profit (loss)
Net profit for the financial period
Currency differences of entities operating
abroad
Shareholders equity in dominating entities
Minority interest
Long-term liabilities
Bank credit and loans
Other financial commitments
Deferred tax liability
Pension liabilities
Long-term capital lease obligation
Long-term provisions
Current liabilities
Trade and other liabilities
Leave and pension liabilities
Current capital lease obligations
Short-term bank debt
Other financial commitments
Short-term provisions
Liabilities directly related to fixed assets for
sale
Total liabilities
RTSA 100% PLN’000
liabilities
C
b
31st December 2008
31st March 2009
17 870
16 751
1 200
1 205
16 860
16 860
5
0
0
0
-2 157
-3 972
6 434
-2 157
-8 591
-1 815
1 530
2 236
17 438
432
1 454
1 017
0
332
26
79
0
39 264
16 953
119
178
3 183
542
18 289
16 329
422
1 430
1 017
0
342
40
31
0
40 026
23 676
127
185
6 053
542
9 443
0
0
58 588
58 207
str. 5
1.2. PROFIT AND LOSS ACCOUNT
Rainbow Tours Capital Group S.A.
Rainbow Tours S.A.
Legal basis: IFRS
description
Continuing activity, sales revenues
Continuing activity, cost of sales
Gross profit (loss) on sales
Continuing activity, costs of disposal
Continuing activity, general administration
costs
Continuing activity, other operating income
Continuing activity, other operating cost
Profit (loss) on operating activity
Continuing activity, return on investment
Continuing activity, loss on investment
Continuing activity, finance revenue
Continuing activity, financial cost
Net financial profit (loss)
Profit (loss) sharing of associates
Profit sharing of associates
Loss sharing of associates
Pretax earnings (loss)
Continuing activity, income tax
Current tax
Deferred tax
Deferred tax increase in charges
Deferred tax decrease in charges
Profit (loss) from continuing activity
Profit (loss) from abandoned activity
Net profit from abandoned activity
Net loss from abandoned activity
Net profit (loss)
For shareholders in dominating entity
For minority shareholders
RTSA 100% PLN’000
account
C
0
1st March 2008
c
1st March 2009
34 985
26 530
8 455
4 105
44 888
38 559
6 329
3 580
3 625
4 485
544
206
1 063
33
91
-1 794
0
0
73
91
-18
0
0
0
-1 812
-13
0
-13
13
0
-1 825
0
0
0
-1 825
-1 815
-10
119
10
109
0
1 172
-235
313
0
3
81
937
0
937
1 066
-129
str. 6
1.3. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Rainbow Tours Capital Group S.A.
RTSA 100% PLN’000
Rainbow Tours S.A.
Legal basis: IFRS
statement of changes in equity C
description
Total equity opening balance
Shareholders’ equity in dominating entity
opening balance
Authorized capital opening balance
Issue
Other increases
amortization
Other decreases
Authorized capital closing balance
Spare capital opening balance
Agio
Other increases
Other decreases
Spare capital closing balance
Revaluation reserve opening balance
Created purposely
Other increases
Used purposely
Other decreases
Revaluation reserve closing balance
Own shares opening balance
Purchase of own shares
Other increases
Disposal of own shares
Other decreases
Own shares closing balance
Undistributed result brought forward
opening balance
Results carried forward
Other increases
Dividend payment
Result carried forward “-“
Other decreases
Undistributed result brought forward, closing
balance
Profit in the period
Loss in the period
Net profit (loss) opening balance
Currency exchange differences of entities
operating abroad
Shareholders’ equity in dominating activity
closing balance
Minority interest opening balance
e
1st March 2008
1st March 2009
25 021
17 870
24 634
17 438
1 200
0
1 200
5
0
0
0
1 205
16 860
0
0
0
16 860
5
0
0
0
5
0
0
0
0
0
0
0
4 275
6 434
2 159
-8 591
0
0
0
0
6 434
-2 157
1 066
1 066
0
1 815
-1 815
383
2 236
25 808
16 329
387
432
1 200
16 725
16 725
str. 7
Other increases
Other decreases
Minority interest, closing balance
total equity closing balance
-10
0
422
16 751
609
-222
25 586
1.4. CONSOLIDATED CASH FLOW STATEMENT
Rainbow Tours Capital Group S.A.
Rainbow Tours S.A.
Legal basis: IFRS
cashFlow
RTSA 100% PLN’000
C
description
I.
Profit (loss) before tax
II. Total adjustments
Amortization and depreciation
Foreign exchange gains (losses)
Interest and profit sharing (dividends)
Investment profits (losses)
Movements in reserves
Movements in stocks
Movements in receivables, and prepayments
and accruals
Movements in short-term liabilities,
prepayments, except loans, credit and
finance lease
Other adjustments
Net cash from operating activities
Income tax paid
Net operating cash flow
Interest received
Dividends received from entities
consolidated under equity method
Sales revenue from financial assets available
for sale
Sales revenue from fixed assets
Sales revenue from short term-securities/
purchase of short-term securities
Sales revenues from short-term securities
Purchase of short-term securities
Contract (repayment) of loans (credits)
Repayment of loans ( credits)
Granting loans and credits
Inflows from sales of subsidiary/ purchase of
subsidiary
Inflows from sales of subsidiary
Purchase of subsidiary
Contracting/repayment other
Contracting other
0
e
1st March 2008
d
1st March 2009
1 172
-3 703
138
108
8
1
-17
1
-1 812
-3 565
151
0
65
0
-20
-39
25
-2 018
-4 046
-1 881
79
-2 531
-140
-2 671
177
-5 377
0
-5 377
3
0
0
59
0
-373
0
373
0
0
0
0
0
0
-874
0
874
0
0
0
0
0
str. 8
Repayment other
Cost of fixed asset acquisition
Net cash from operating activity
Inflows from issue of shares
Contracting /repayment of loans/credits
Contracting credit /loans
Repayment of credits/loans
Other contracting/ repayment
Other contracting
Other repayment
Finance lease repayment
Dividends paid
Interest paid
Net cash from financial activity
Increase/ decrease in cash and cash
equivalents
Net change in cash
Movements due to foreign exchange
gains/losses
Opening balance of cash and cash
equivalents
Closing balance of cash and cash equivalents
8
-63
0
52
-49
0
2 870
2 870
0
0
0
0
43
0
67
2 760
-4 150
-2 666
-4 150
-2 666
228
-1 416
0
0
55
0
15 190
4 282
11 040
1 616
str. 9
2. Selected explanatory data
2.1. Base and form of preparing the financial statement
Presented quarterly financial statement was prepared in accordance with IRS 34 “Interim financial
reporting”, and requirements of Minister of Finance ordinance of 19th October 2005 on current and
periodical information filed by issuer of securities. (Journal of Law No 209 item 1744).
2.2. Information on rules applied while preparing the quarterly report for the first quarter of
2009.
When preparing the quarterly report for the first quarter of 2008 the below mentioned accounting
policy was used, created on the basis of the Accounting Act of 29th September 1994 (with
amendments) and records of International Financial Reporting Standards and interpretation issued
by International Accounting Standards Board,
and also International Financial Reporting
Interpretations Committee (IFRIC) in the shape approved and published by EU.
ACCOUNTING PRINCIPLES OF THE CAPITAL GROUP
BASIC PRINCIPLES
Recognition of economic transaction:
Economic transactions are recognized in accounting books at the moment of their appearance and
recognized in the respective period.
Historical cost principle
The base of recognition in the accounting books and recognizing for the first time each asset and
liability as historical cost. They are subsequently valued according to presented below rules of this
policy, differently for different assets and liabilities
Superiority of economic content over the legal form
Transactions are recognized in accounting books and reported in financial statements according to
their economic content, and not only legal form of the transaction. The Company up to date analyzes
economic content of agreements and transactions concluded and registers them in way that ensure
true and reliable reflection of the entity’s economic situation.
Materiality concept
Financial ( or not financial information) is regarded as significant if not included or distorted ( in
accounting books or notes to financial statement) could influence economic decisions taken on the
base of financial statement by their users.
CONSOLIDATION
The consolidation is aimed at presenting the assets, financial situation and financial results of entities
within the Capital Group, in a way if it was one entity. Rainbow Tours S.A. Capital Group consist of
dominating entity and its subsidiaries:
Entities related with the Company are as follows:
str. 10
1. Entities, which directly or indirectly through one or more agents, control or are controlled, or
jointly controlled of an entity (they are dominating entities of Capital Groups, subsidiaries, or
subsidiaries within the same Capital Group)
a. Have share in entity, which allows to significantly influence the entity, or
b. Jointly control the entity
2. Entities affiliated with this entity ( within the meaning of IRS 28 “Investments in affiliates)
3. Joint-ventures, in which the entity have shares
4. Members of key management personnel of the entity or dominating entity
5 Close relatives of the persons mentioned in point 1and 4.
6 Entities, over which persons mentioned in point 4 and 5 have control, joint control,
significant influence, or directly or indirectly share in voting rights.
The dominating entity is an economic entity which possesses one or more subsidiary.
A subsidiary is the economic entity, which is controlled by the dominating entity. It is assumed that
the subsidiary is controlled, if the dominating entity have directly or indirectly – through its
subsidiaries – more than half of voting rights in the subsidiary. The company have control if the
dominating entity have half or less of voting rights in subsidiary and if:
Have more than half of voting rights pursuant to agreements with other investors
Is able to manage financial and operating policy of subsidiary pursuant to Statutes or an agreement
Is able to appoint and dismiss members of the Management Board of the subsidiary, or
Has majority of votes at the meetings of the Management Board of the subsidiary
An affiliate is the entity, which is significantly influenced by an investor, and is not entity dependent
on the investor, and a joint- venture with the investor. It is assumed that significant influence is
exerted , if the investor has directly or indirectly, through its subsidiaries 20% or more votes in the
entity, in which it invested. The significant influence of the Investor on the affiliate may take
following forms:
1. Being a member of the Management Board of the entity,
2. Participation in creating strategy of entity’s operations, including decisions concerning
dividend payment,
3. Significant transactions between the investor and the entity,
4. Mutual exchange of the management personnel
5. Providing access to significant technology information
Obligation to prepare consolidated financial statement and exclusions from consolidation.
The subsidiaries of Rainbow Tours S.A., which are dominating entities towards their own subsidiaries
do not prepare consolidated financial statement if the following conditions are met:
1. Minority shareholders in dominating entities were informed about this fact and did not
object,
2. Debt and equity securities issued by the dominating entities are not traded at the official
market.
str. 11
In order to determine the list of entities included in the consolidated financial statement and the list
of entities excluded from consolidation, quality criteria are applied supplemented by quantity
criteria. Relating connections between the entities within the Capital Group to these criteria is the
base of stating whether given entity is insignificant with respect to correct presentation of the
Capital Group as a whole , and if it can be excluded from consolidation.
The entity cannot be deemed insignificant, if:
1. Provides goods and services, which are consistent with core- business activity of the
dominating entity or other entities within the Capital Group, and the absence of this entity
can negatively influence economic situation of the whole Group,
2. Is for the dominating entity the source of long-term funds or funds supporting its core
business activities.
3. The entity runs a great risk related with possession of this entity or the assets which could
bring greater benefits from this activities
4. Carry out activities on behalf of the dominating entity in conformity with its economic needs
Investment valuation in subsidiaries, associated units and shares in joint-ventures
In non-consolidated financial statement prepared by the companies of Rainbow Tours S.A. Capital
Group investments in subsidiaries and interests in joint-ventures are valued as at the balance sheet
date at the purchase price according to rules of consolidation exemptions described below.
Consolidated financial statement of the Capital Group
The consolidated financial statement is the financial statement of the Capital Group prepared in a
way , as if it was a financial statement of single economic unit. The consolidated financial statement
is prepared by dominating entities. The consolidated financial statement consists of following
components:
1.
2.
3.
4.
5.
Consolidated balance sheet,
Consolidated profit and loss account,
Consolidated cash flow account,
statement of changes in equity,
additional information.
Transactions excluded concluded between companies within the Capital Group.
The consolidated financial statement should present operations between companies of Rainbow
Tours S.A. Capital Group and external units.
To achieve this objective following should be done:
1. identify in each company accounts, on which operations of other companies within the
holding are recorded,
2. make reconciliation of balances and turnovers between each consolidated company
3. include operations concerning:
a. value of share (stock) acquisition by the dominating entity in subsidiaries (exemption
from the financial statement of the dominating entity,
str. 12
b. parts of subsidiaries’ equity corresponding with share of the dominating entity in
properties of these entities ( exemption from financial statements of subsidiaries)
c. intercompany receivables and liabilities and other similar settlements of entities
consolidated
d. revenues and costs of transactions concluded between entities consolidated
e. profits and losses, which are results of economic transactions between entities
consolidated; they are included in value of assets consolidated.
Goodwill of subsidiaries in the consolidated financial statement.
Goodwill of subsidiaries in consolidated financial statement is a surplus between value of share in
subsidiary’s assets at the price of acquisition and its fair value determined as at the acquisition date.
Goodwill of subsidiaries is presented in separate item of assets in the consolidated balance sheet.
Goodwill of subsidiaries is not amortized, however less possible impairment charges.
As at the end of every financial year an impairment test on the goodwill with respect to subsidiaries
is carried out. Impairment test on the goodwill is carried out as the other balance sheet dates as
well, if there are circumstances which would suggest the necessity to carry out the test.
Negative difference, if any , between value of share in net assets of subsidiary at the acquisition
price and its fair value determined as at the acquisition date and recognized in the financial result for
the period when the share was acquired.
Translation of foreign companies’ financial statement
When the functional currencies of financial statements of companies within Rainbow Tours S.A.
Capital Group differ from presentation currency, then financial statements are translated to
presentation currency as follows:
a) assets and liabilities are recognized at closing price ruling on the balance date.
b) revenue and costs in profit and loss account are stated at the average of closing prices
ruling as at the last days of months in the given financial period.
c) All the currency translation differences , which are result of this situation are recognized as
separate component of equity.
Valuation of assets and liabilities of the Company.
Intangible assets
Recognition of purchased/manufactured intangible asset in the accounting books.
Purchased intangible assets are recognized in the accounting books at the moment of their purchase
or manufacturing. The entity purchase only those intangible assets, from which it expect to gain
economic benefits.
Purchased intangible assets are recognized in the accounting books in the moment of purchase or
manufacture. The entity purchases only such intangible assets which, from which it expects to gain
economic benefits.
str. 13
Lost ability to generate economic benefits in the periods after the purchase is reflected through
impairment test on intangible assets.
Determining the period of intangible assets’ useful life
The Management Board of the company determines whether intangible asset is indefinite or
definite period of useful life. The indefinite period of useful life refers to intangible assets, for
which, as at the date of their acceptance to use , the entity could not determine the period of
economic benefits gained.
This situation may refer to successfully accomplished development works, production technologies,
or brands purchased.
Intangible assets of indefinite period of useful life are not amortized. As at every balance sheet date
the entity:


Reviews assets with respect to permanent diminution,
Verify whether the assumption concerning indefinite period of usufruct is still justified
General amortization period for intangible assets.
Period of intangible assets’ useful life used pursuant to the agreement is equal to duration of the
agreement or shorter if the entity intends to use intangible assets described in the agreement
shorter than defined in the agreement. If the agreement can be renewed period of useful life
include renewed periods only when there is possibility to renew the agreement and no additional
costs are incurred.
The entity amortizes intangible assets on the straight line basis. The amortization starts in the month
after the month, when the asset was available to use . The entity stops the amortization in the
month when the intangible asset is recognized as noncurrent assets available for sale according to
IFRS or is withdrawn from usufruct (liquidated or sold).
Amortization period of particular categories of intangible assets.
Software
5 years
Goodwill
Goodwill is the surplus of acquisition cost over the fair value of Company’s share in possible to
identify assets, liabilities, and contingency of acquired entity as at the date of acquisition.
The entity recognized in the financial statement only the goodwill arisen in economic transaction of
acquisition concluded by the entity.
The goodwill is not amortized. An impairment test on goodwill is taken annually.
Intangible assets are tested on impairment when there are circumstances.
Goodwill is recognized in the balance sheet at cost less impairment losses. Impairment loss, if any is
not reversed in the subsequent periods.
str. 14
Impairment test is carried out with respect to intangible assets when there are favourable
circumstances, or annually in case of intangible assets of indefinite period of usufruct.
Tangible fixed assets
Recognition of purchased, manufactured assets in the accounting books.
The entity recognizes fixed assets in the accounting books if there is probable inflow of economic
benefits, and when their cost may be reliably assessed. Purchased or manufactured within one’s
capacity fixed assets are recognized as at moment of purchase or manufacturing. The entity purchase
only those fixed assets, from which she expect to gain economic benefits. Lost ability to generate
economic benefits in the period after the purchase is reflected by analyzing impairment of fixed
assets.
Subsequent inputs are included in the balance value of given fixed asset or recognized as separate
fixed asset only when it is probable that this item will result in inflow of economic benefits for the
Company, and the cost of this item may be reliably assessed. All other expenditures for repair and
maintenance are recognized in the profit and loss account in the financial period when the
expenditures were incurred.
When part of the fixed asset is replaced, the replacement cost of the part of the fixed asset is
recognized in the balance value of the given assets, and at the same time balance value of the
replaced assets is removed from the balance sheet, irrespective of the fact that it was separately
amortized or not. Net value of the removed assets is recognized in the profit and loss account.
Fixed assets in the entity are depreciated in the determined for them period. The amount to be
depreciated is the difference between acquisition cost of fixed asset and its residual value ( the
mount expected by the entity to receive from sales after its period of useful life). This amount and
the period of useful life is determined by the Management Board, or unit responsible for purchase of
fixed assets, in the moment of obtaining the invoice for purchase of the fixed asset before it is
recorded in the accounting books. If the residual value determined in such way is insignificant in
relation to value of fixed asset ( constitute no more than 10% of acquisition cost), it is assumed that it
amounts to zero.
For assets of useful life longer than a year, for which acquisition unit cost is insignificant in relation
to all fixed assets of the given group, the entity makes single capital allowance of such fixed asset, in
the month when it was recorded in the books. Limit of value to recognize fixed asset as subject of
single capital allowance is the amount of PLN 3.500.
In the moment of fixed assets purchase, the unit responsible for this purchase determines whether
fixed assets purchased comprise elements of varied period of useful life. In case of identification of
such elements, they are separately recorded in fixed assets register and depreciated within
individual period of usufruct. Acquisition cost of these assets is determined by the unit responsible
for purchases as cost percentage of the whole fixed asset.
str. 15
Selecting valuation method of fixed assets owned.
The entity applies a cost model to assess net book value of fixed assets. The cost model is the initial
recognition of fixed asset at the acquisition cost and its subsequent depreciation to residual value
within the period of useful life.
Overall depreciation periods for particular categories of fixed assets.
Periods of depreciation of particular categories of fixed assets are as follows:
Acquired perpetual usufruct of land
20 years
Buildings
40 years
Appliances – computer hardware
3-4 years
Means of transport
3-5 years
Other fixed assets
5-8 years
Value of depreciated fixed asset is apportion throughout the period of useful life. The period of
their usufruct and the residual value is verified at least once a year.
Depreciation starts in the month after the month when the fixed asset is available for use.
Deprecation ends when the fixed asset is withdrawn from useful life ( liquidation or sale).
Fixed assets for sale.
The fixed assets are classed as fixed assets for sale, if economic benefits will be gained by sale of
these assets, not their further useful life.
Decision to change the classification taken by the Management Board is binding. The assets are
classed as fixed assets for sale if their immediately available for sale.
The period from the classification till sale should not exceed one year.
Valuation method
Fixed assets for sale are recognized in lower value of:
a) Book value
b) Fair value less sales costs
Fixed assets for sale are not depreciated.
Fair value of assets for sale is determined on the base of comparing prices of similar or the same
asset transactions. Such information are gathered by unit managers which are responsible for the
given asset. This is accomplished in the following way:
a) Based on the expertise concerning price behaviour of similar assets;
b) Based on information received from agents, which services the entity intends to use;
c) Based on purchase offers received.
str. 16
Determined in this way fair value is lessen by indispensible sales cost, which are in particular:
a) Assessed commission payable to agents related to sales,
b) Assessed cost of repairs, which must be done before sales,
c) assessed tax and other fees connected with sales transaction, which the entity is obliged to
pay pursuant to legal provisions or a sales agreement,
d) All the fees not paid yet connected with dismantling and transportation of assets to a
purchaser.
Financial instruments
Financial instruments - financial assets for sale
Assets for sale are nonderivative financial assets which are not included in financial assets
recognized in fair value in the profit and loss account, loans, account receivables and assets
maintained till maturity date.
Assets for sale are shares and interests in companies, which are not subsidiaries, associated
companies, not traded at the active market, and they are current or noncurrent assets.
Recognition and derecognition in the balance sheet.
The assets are recorded in the books as at the transaction completion date, and derecognized in the
balance sheet when contractual rights to cash flow with respect to financial assets expire, or the
asset is transferred together with the whole profit and benefits related with this asset.
Valuation rules.
As the date of recording in books, they are valued at the fair value plus transaction cost, whereas as
at the balance sheet the assets are valued at the fair value including impairment charges recognized
in revaluation capital. In case of debt instruments, difference between an instrument value
determined by using effective interest rate and fair value is recognized in the revaluation capital.
Profits and losses from changes in fair value of the assets are recognized directly in equity.
Assets for sale, for which there is no active market, and which fair value is impossible to assess; are
valued at the purchase price less impairment charges, and results of valuation are recognized in the
financial result.
Rules of determining financial instruments fair value.
Fair value of assets or liabilities is best reflected in available market price at the active public stock
exchange. Active market means that transactions are completed enough regularly , that the price
determined at the market does not have to adjusted due to changing economic conditions, and in
such amounts which guarantee the following:
a) That the price determined is not result of off-market agreement of parties completing the
transaction,
str. 17
b) That it is possible to sale financial instruments owned by the entity without significant
influence on the market price.
When the market fail to meet criteria of the active market, the entity while evaluating financial
instruments will reflect changes in the economic environment ( with regard to credit rating of the
instrument issuer, changes in market return, changes of basis risk and others) and adjust in this way
price, which was previously determined on the market.
If the instrument is not traded at the stock exchange the entity:
a. The instruments with the right to share ownership will be valued at the acquisition cost
adjusted by impairment loss, if there are circumstances for the loss
b. Will take into account prices of owned financial instrument transactions off the regular
market ( if such information will be available) and adjust by information on changes in
economic environment influencing the instrument price;
If off regular market price will not be available the entity will use generally recognized
valuation methods of given financial instrument, the methods which will be used by market
participants to determine the price of the given instrument in market transaction. A debt
instrument value, in particular, is assessed using effective interest rate calculated on the
base of all cash flows from the given financial instrument. Any value assessed in this way is
tested for impairment, if there are circumstances for impairment.
Value assessment of instruments for sale by effective interest rate.
Instrument for sale value determined by effective interest rate is assessed in the same way as are
loans granted by the entity.
If the original maturity date of the debt instruments do not exceed twelve months, then settlement
of discount and interests, unless the difference is insignificant for the financial statement with
respect to owned instrument value.
Account receivables
Trade receivables are recognized in the date, when services, materials, and goods are sold according
to policy of sales revenue recognition.
Trade receivables are recognized in a nominal value. The entity up-to-date monitors receivables
recoverability. In case, when receivables recoverability is improbable a valuation allowance is
created, which checks the value of recoverability in relation to value recoverable.
Cash
Criteria of recognition assets as cash.
Cash on hand and demand deposits are recognize as cash by the entity. Other monetary assets (cash
equivalents) are current investments of high liquidity. They are considered cash equivalents if they
are easily convertible for determined in advance amounts of cash, they are in a little degree exposed
to risk of value change.
The entity recognizes as cash, except cash on hand and cash, and cash at bank, in particular:
str. 18


Bills of exchange and checks received ,
Treasury bills and other money instruments of original repurchase date not exceeding 3
months if there is active market for them,
Prepaid expenses
In case of incurred expenditures concerning future reporting periods the company makes cost
prepayments and accrued income. To costs accounted in time the Company include costs of
organizing events, incurred commission payable from events and catalogues, which refer to sales in
subsequent financial year, insurance and the subscription in the following year.
valuation
Value of this costs is valued at the value paid including prudence.
Equity
Authorized capital
Recognition of the authorized capital in the financial statement.
Authorized capital is recognized in the financial statement at the moment of its registration in the
National Registry Court.
Valuation of the authorized capital.
Authorized capital is recognized in the nominal value of shares delivered in exchange for payments
or contribution made. Surplus of payments over the share nominal value or surplus of fair value of
contribution over the nominal value of shares delivered is recognized as spare capital.
Amounts of unpaid capital with respect to shares delivered are recognized in minus as decrease in
equity , in liabilities.
Authorized capital arisen of share issue surplus over their nominal value.
Spare capital is created from surplus of share issue price ( or fair value of contributed assets) over
their nominal value.
Currency translation differences of entities operating abroad.
This capital serves to recognize currency translation differences which are result of different
currency rates applied to translate the balance sheet and profit and loss account of the companies
within Rainbow Tours S.A. Capital Group, for which functional currencies differ from presentation
currency.
Liabilities
Definition of a liability
A liability is a current obligation of the entity to make benefits in consequence of future events
which will result in outflow of economic benefits from the entity in the future.
Method of determining liability value in case of significantly deferred payment date
str. 19
In case of liabilities, which payment date is extended enough, that delivery contains funding element
of the entity ( the entity assumes that liability payment date should exceed 12 months, so that
delivery could contain funding element) the entity recognizes liabilities in the nominal amount less
discount inputed according to effective interest rate, which is as follows:
a) Embedded in an agreement, if a price of delivery was determined at the level different than
would be determined, if delivery was paid for immediately,
b) Is result of interest rate assessment of loan, which would the entity be granted, if it would
like to finance such purchase by loan, if embedded in the agreement rate of return does not
exist or does not meet market conditions.
The difference between nominal amounts to be transferred to deliverers , and the value of
acquisition cost is recognized is financial cost.
Method of determining capital lease obligation
Value of capital lease obligation as the moment of concluding the agreement is equal to discounted
value of finance lease payments by discount rate embedded in the lease agreement.
In the subsequent periods value of obligation is lessen by capital part of every payment determined
by deduction from whole payment value of finance part resulting from multiplying obligation value
as at the end of previous period by determined discount rate embedded in the lease agreement.
Provisions
Provisions are created when the Company has legal or customary obligation resulting from past
events, an d it is probable that in order to fulfil the obligation an outflow of resources must follow,
and the amount of outflow can be reliably assessed.
Provisions are created and classed according to their purpose of creation to following groups:
1. Provisions for liabilities, in particular with agreements which incur liabilities, for guarantees
granted and results of legal proceedings,
2. Restructuring provisions.
Provisions for future operating losses are not created.
Provisions for agreements concluded, in which unavoidable costs of executing the agreement will
execute expected economic benefits coming from the agreement, the entity recognizes loss which
will be referred to the agreement in the period, when the cost surplus was stated.
The entity creates provision for the above mentioned loss in the following amount:
a) Entire loss coming from the agreement – if till balance sheet date recognized revenue
exceeded costs incurred;
b) Difference between the loss from agreement and the surplus of cost incurred over revenue
achieved - if till balance sheet date costs incurred exceeded recognized revenue.
Way of identification and determining the amount of other provisions
str. 20
Other provisions are recognized in the balance sheet if as at the balance sheet dates exists obligation
to make financial consideration in the future, which date or payable amount is not currently known.
The entity assess provisions , in particular, for:


Unfavourable results of litigation, in which the entity is a defendant ( if liabilities arising on
this situation are not recognized in different items) if unfavourable result of a trial is
probable for the entity. Provision value is assessed by the Management Board of the entity
based on the opinion of the legal expert.,
Costs of provision, which were not invoiced, for services sold in the financial year, which
entity will be charged by the tour operator at the beginning of the following year.
Employment benefit
Identification and valuation of short-term employee benefits
As at the balance sheet date the entity assesses employee costs related with receiving additional
economic benefits with regard to unused part of paid holidays by the employees. Additional cost is
recognized as accrued expenses in value of paid holiday working days in the given year or in previous
years including due mark-ups. Revaluation of costs settled in times takes place when the employee
acquire the right to transfer unused holiday leave to the following year (31st December). Unsettled
liabilities in this respect as at the balance sheet date are not discounted.
Identification and valuation of other long-term employee benefits
The entity does not have any regulations concerning jubilee payments or deferred earn-out
payments, therefore the entity is not legally or customarily bound to provide long-term benefits in
this respect.
Payment obligation of severance pay provision is a result of binding legal regulations. The
provisions are created in the amount assessed by the accounting department using individual
method including significance criteria.
Identification and valuation of termination benefits
The entity created provision if she has clear obligation to terminate a contract of employment with
current employees without possibility to withdraw or provide termination benefit. The entity
discounts the benefits, if maturity date is longer than a year starting from the balance sheet date.
Deferred tax
Definition of deferred tax assets and liabilities
Deferred tax assets are determined in relation to deductible temporary differences or unused tax
losses in the amount, which is probable that taxable income reached will allow to use these assets.
str. 21
Deferred tax liabilities are recognized in relation to taxable temporary differences in the amount of
income tax payable in the future.
Book value of assets and liabilities is the value defined according to International Financial Reporting
Standards.
Tax base is the value on which deferred tax liabilities are based.
Deductible temporary differences appear, when:
Book value < tax base
Book value> tax base
For assets
For liabilities
Taxable temporary differences appear, when:
Book value> tax base
Book value < tax base
For assets
For liabilities
Main items , which influence the appearing deductible temporary differences are among others:







Using lower amortization rate for tax purposes than for accounting purposes,
Calculated but not paid loan interests under agreement concluded,
Calculated, unrealized foreign exchange losses
Losses resulting from receivables discounting,
Asset valuation allowances, which will decrease tax base in the future
Created provisions for liabilities expected and accruals , for which is certain that when they
are used tax cost will appear.
Tax losses and advantage to be used in subsequent reporting periods.
Main items affecting the appearance of taxable temporary differences are among others:




Using higher amortization rate for tax purposes that for accounting purposes
Applying towards interest not received on granted loans and other financial assets
Calculated, but unrealized taxable temporary differences
Asset revaluation in order to reach fair value exceeding acquisition value of these assets
If the difference between book value and tax value will not cause in the future decrease in tax
liability ( a permanent difference), it is assumed that tax value of such balance sheet item is equal to
its book value.
str. 22
Tax rate adopted and recognition of deferred income tax results.
The entity calculates the value of deferred tax assets and liabilities including income tax rate in the
year when the tax obligation appeared, as sum product of ( respectively taxable and deductible )
temporary differences and income tax rate valid in the year when tax obligation arose.
Deferred tax from revenues and costs directly recognized in equity is also recognized in equity.
Contingent assets and liabilities
Contingent liabilities are as follows:


A probable liability, which is a result of past events, and which presence will be confirmed by
occurrence or absence of one or more uncertain future events, which are not controlled by
the Company, or
Present liability, which is a result of past event, but is not recognizable, as:
o Inflow of benefits in order to settle liability is highly improbable
o It is impossible to reliably assess the amount of this liability.
Contingent assets are probable assets, which are the results of past events, which existence will be
confirmed by occurrence or absence of one or more future event, which are not controlled by the
Company.
Assets and liabilities denominated in foreign currency.
The functional and presentation currency is Polish zloty.
The rule of determining proper exchange rate for particular group of assets and liabilities as at the
balance sheet.
Balance sheet components classed as monetary as at the balance sheet date will be valued at the
closing price on the balance sheet date. this in particular refer to the following groups of assets :
receivables, liabilities, loans granted received loans and credits, cash.
Balance sheet components classed as nonmonetary valued at fair value are translated to Polish zloty
at the average rate ruling on the date of determining the fair value. If the Company will be
determining fair value as at the balance sheet date, then it will be applying the exchange rate valid
for the given currency on the balance sheet date, to translate nonmonetary balance sheet
components valued at fair value.
If the fair value of the given balance sheet component will not be determined as at the balance sheet
date, its value translated into Polish zloty will be determined using the exchange rate ruling on the
day, when the fair value of balance sheet component is determined for the last time, if the difference
will be significant to the financial statement. This situation refers particular to components of fixed
assets for d sale.
Other balance sheet components ( nonmonetary components valued at historical cost or modified
historical cost) will be as at the balance sheet date valued at the exchange rate ruling on the
transaction date of acquisition given component.
str. 23
In order to make matters simpler, for practical purposes the entity uses as closing rate an average
exchange rate published by NBP.
The rule of determining proper exchange rate for particular groups of assets and liabilities during a
year and recognition of currency translation difference results.
Transactions and balances denominated in foreign currencies are translated into functional currency
at the exchange rate ruling for transaction settlement. Profit on exchange and foreign exchange loss
referring to settlement of these transactions and valuation of monetary assets and liabilities
denominated in foreign currencies are recognized respectively in profit and loss account, on
following conditions:
o
o
They are not deferred in equity, when they qualify to be recognized as cash flow hedge and
hedging the share in assets, and
Does not refer to construction in progress built, within funding period – up to amount of
interest cost adjustment.
Foreign exchange gains and losses concerning transactions related with obtaining external funding (
credits, loans, lease agreements, cash and cash equivalents) constitute financial costs. Currency
translation differences arising on nonmonetary items, such as equity instruments classes as financial
instruments for sale are recognized as revaluation of capital with respect to fair value. Currency
translation differences concerning funding of manufactured fixed assets – up to interest cost
adjustment less revenues in this respect are subject to capitalization in fixed asset value.
Currency translation differences with regard to other transactions ( completion and balance sheet
valuation of trade settlement ) increase or decrease revenue or cost items of related operations.
Leasing
Lease classification
The entity classes leasing as at the lease beginning date, that is at date of concluding lease
agreement.
Leasing is classed as finance lease, when conditions in the agreement transfer in principle all
potential benefits and risks connected with ownership to lessee. All other types of leasing are
treated as operating lease.
The entity treats a lease agreement as a finance lease agreement, when:
a) Lease agreement transfer ownership of lease object to the entity within lease period.
b) Lease agreement includes purchase option of lease object at the price enough favourable in
relation to value of lease object, that using this option is highly probable,
c) Lease period is similar to period of economic useful life of lease object
d) current value of lease payments is similar or higher to value of object lease at the moment
of entering into agreement
e) lease object is highly specialized and only lessee can take advantage of it,
str. 24
f)
in case of breaking the agreement by the lessee , the lessee cover all losses of lesser, which
are related with agreement breaking
g) all fluctuations of lease object residual value are reflected through modification of lease
amounts;
h) lessee can continue lease after original period under the agreement, and lease amounts in
this additional period are significantly lower than market leases.
Valuation of lease subject initial value
Assets used under the lease agreement , which are treated as Company’s assets are valued in fair
value at the moment of concluding the agreement, however, not higher than current value of
minimal lease payments.
Lease subjects depreciation
When the agreement is classes as finance lease agreement, the entity recognizes the lease object as
its asset and amortizes it within lease period, or proper for given group of assets period of useful life,
however , only then when it is certain that the lessee will obtain ownership and will use asset in the
period longer than the period under the agreement .
Settlement of lease payments
Lease payments are distributed among financial costs and decrease in lease liability balance, in such
way that effective interest rate of the rest of liability balance was constant value. Financial costs are
recognized directly in profit and loss account.
Rules of determining financial result
Net financial profit
In Rainbow Tours S.A. financial profit comprise as follows:

o
o



Profit (loss) from operating activities
Gross profit (loss) on sales – profit from core-business activities
Profit (loss) from other operating activities
Financial and investment operations
Obligatory income tax charges to financial result paid by the Company, and payments equal
to them , according to separate legal regulations,
Profit on abandoned activity
Sales revenues
The revenue is recognized, when inflow of future economic benefits to the entity is probable.
Sales revenues are recognized in the fair value of payment received or due, less goods and services
tax , rebates, and discounts. The moment of sales is the moment of receiving of services or goods by
the recipient. The Company recognizes as revenues from goods sales above all fee earned on:

Tourist services
str. 25

Agency
In case of organizing tourist events fee earned is recognized as the date of the tourist event ending.
The entity makes simplification with regard to short durations of touristic events, and assumes that
the date of origination of sales revenue is the date of completing the service also for those tourist
events, which began at the end of one financial year, and end at the beginning of another financial
year. Service prepayments received are recognized in balance sheet liabilities as received
prepayments for services, which will be provided in future periods.
Origination date of revenues from agency of tourist events, airline and coach tickets, and insurance
sales, is the date of entering into agreement by the recipient of service. Received payments are the
base to assess due revenues. Final amounts of actual commissions on sales above mentioned is
determined at the moment of settlement of sold services with a carrier or tour operator.
Costs of goods and products sold
Costs of goods and services sold are recognized in the income statement according to matching
principle ( cost with revenues), and costs referring to the same transactions are recognized parallel.
Profit on other operating activities
Revenues and profits directly related to operating activities include as follows:






Profits (losses ) on disposal of fixed assets , construction in progress, and intangible assets,
Write-down of outdated, amortized, and uncollectible receivables and liabilities
Creating and reversing provision other than related to financial activity
Creating and reversing asset valuation allowance and their adjustments, which are result of
changes in estimated values, except write-downs charged to costs of services and goods sold
or financial costs.
Compensation, penalties and fines.
Transfer or obtaining free of charge, including as donation , assets.
Finance revenues and financial costs
Company’ s finance revenues and financial costs include:







Interests on assets owned
Interests on loans and credits granted
Currency translation differences on loans and credits
Interests arising from purchase or sale on prolonged payment conditions,
Loss on derivatives, which are recognized in profit and loss account
Interest on finance lease payments – recognized using internal rate of return method
Profit (loss) on sales of investment
All interests and other financial costs are recognized in the period, to which they refer. Dividend
revenue are recognized as the rights to receiving payments are obtained.
str. 26
Income tax
Current income tax which is charged to financial result of the reporting period is determined in the
amount of tax due arising from tax declaration for a current reporting period.
Deferred income tax charged to financial result of the reporting period is classified as changes in
assets and provision for deferred tax , which are a consequence of events recognized in financial
result of this period.
2.3. Seasonal, cyclical and periodical revenue
Activities of the Group with regard to its character are seasonal. Below there is a presentation of
revenue value from sales of tourist services for 3 months of 2009 and comparable period. Values
presented refer exclusively to the dominating entity. The entity resigned from comparing
consolidated data with regard to different date of taking control over subsidiaries and tighter
cooperation of all entities, and subsequent exclusions of mutual transactions.
2.4. Type and amounts of items affecting the assets, liabilities, net financial result or cash flows,
which are untypical with regard to their type, amount or influence exerted
In the first quarter of 2009 the situation on the currency market worsened in comparison with the
fourth quarter of 2008. This decreased the profitability of Rainbow Tours products. The Company
took some adjustment actions in order to restore assumed profitability level through, among
others, renegotiating purchase agreements with contractors, adjusting the amount of the offer and
internal activities , which would lower current costs of Company’s functioning. However, these
actions failed to level completely negative market trends, which persist since October 2008.
Until publication date of this report once can observe temporary stabilization, however, at high
levels which affect the current costs of the Company. The Issuer took some actions in order to
secure currency rates ( above all Euro rates) at possibly low level; and for this purpose concludes
forward and corridor transactions. Moreover Rainbow Tours S.A. renegotiated purchase agreements
with contractors ( air transportation, lodging), which would level the increase in service costs. This
actions helped to restore operating profitability of most of tourist services provided; sudden
weakening of Polish zloty resulted in loss of profitability of tourist services provided in November
and December 2008 (negative margin). Simultaneous expansion of own sales agency network ( at
the end of 2008 and the beginning of 2009) will allow the Company to reach better result in the
following periods.
2.5. Type and amounts of estimated values, which were presented in previous interim periods
of the current financial year, if they substantially influence current interim period
No significant changes in estimated values took place in the presented period.
2.6. Issue, repurchase and payment of debt and equity securities
str. 27
In 2008 Rainbow Tours S.A. started introducing Share Incentive Plans. The rules of new Incentive
Plan was resolved at Ordinary General Assembly of 6th June 2008. The Plan comprise years 20082010.
The main goal of the plan is a stronger motivation of bigger number of personnel, in order to
increase Company’s goodwill for shareholders and introduce a factor enabling to retain key persons
in the Capital Group for a long time.
On 8th September 2008 a conditional increase of share capital by the amount not higher than PLN 20
thousand by issue of ordinary bearer serried D shares of nominal value PLN 0.10 each was
registered in National Registry Court. Series D share will be subscribed by authorised persons from
Issue A subscription warrants. On 30th October 2008 52 thousand registered series A subscription
warrants were distributed (“series 2008”). On 15th December 2008 the Management Board of Polish
National Depository for Securities by resolution 684/08 took to deposit up to 200.000 series D shares
of nominal value PLN 0.10 each issued within conditional share capital increase of Rainbow Tours
S.A., on condition that the company which run regular market will take a decision to trade the shares
on this market.
On 31st December WSE Management Board adopted resolution No 992/2008 concerning admission
and introduction to trading at the WSE Main Market ordinary series D bearer shares of Rainbow
Tours ( 52 thousand of ordinary series D bearer shares of nominal value 0.10 each). According to the
above mentioned resolution it was decided to admit, as of 7th January 2009, in usual way, to trading
the shares on regular market; on condition that the shares are registered by Polish National
Depository for Securities on 7th January 2009 and marked with code: “PLNRNBWT00031”. On 6th
January 2009 the Operating Department of Polish Depository for Securities published an information
concerning the registration, and therefore the shares were admitted to trading.
2.7. Dividends paid (total or per share), divided into ordinary shares and other shares.
Dividends were not paid in the first quarter of 2009.
2.8. Significant events after the interim period, which were not reflected in the financial
statement for the first quarter of 2009.
Till publication date, except situation at the currency market described in point 2.4 of this report , no
other events were identified which could substantially influence future financial results of the
Capital Group.
2.9. Description of the Issuer’s Capital Group, entities consolidated
As at 31st January 2009 the entities, in which the issuer have below mentioned percentage share are
as follows:
-
Rainbow Tours Ukraina Sp z o.o. - 100%
Portal Turystyczny Sp. z o.o.- 65%
Rainbow Tours - Biuro Podróży Sp. z o.- 50%
TravelOvo Sp. z o.o. – 56%
TravelTech Sp. z o.o. – 56%
ABC Świat Podróży Sp. z o.o. – 100%
str. 28
Comparable data for 2008 does not indicate consolidation of ABC Świat Podróży Sp. z o.o., as the
control over the company was taken in June 2008.
2.10.
Results of changes in economic entity’s structure during the interim period, including
mergers of economic entities, acquisition, sales of subsidiaries, long-term investments,
restructuring and abandonment of activity.
No acquisition, mergers and other transactions concerning Capital Group structure took place in the
first quarter of 2009.
2.11.
Changes in contingent liabilities and assets after the end of the last financial year.
On 5th January 200 the deposit for the amount PLN 870 thousand was released, which was a bank
guarantee for related undertaking Rainbow Tours – Biuro Podróży Sp. z o.o. The guarantee was
submitted by accredited agent which is Rainbow Tours – Biuro Podróży Sp. z o.o. to International Air
Transportation Association. The guarantee was valid till 31st December 2008. This item is not
presented as at the end of the first quarter of 2009.
3. Other additional information
3.1. Selected financial data including basic items of consolidated financial statement ( translated
into Euro as well)
To translate the below items following foreign exchange rates were used:
- Average Euro exchange rate ruling as at the last day of the period, set by National bank of
Poland ( as at 31st March 2009 – PLN 4.7013, as at 31st march 2008 – PLN 3.5258) – for asset
and liabilities
- arithmetic average of exchange rates set by National Bank of Poland ruling as at the last day
of every finished month of the financial period ( 1st march 2009 – PLN 4.5994, 1st march 2008
– PLN 3.5574 ) – for profit and loss account and cash flow account items.
Description
Average exchange rate set by NBP Euro
Weighted average exchange rate by NBP
Euro
Continuing activity sales revenues
PLN
Euro
Profit (loss) on operations
PLN
Euro
Profit (loss) before tax
PLN
Euro
For shareholders of dominating entity
PLN
Euro
Net operating cash flow
PLN
31st March 2009
31stMarch 2008
3.5258
4.7013
3.5574
4.5994
34 985
9 834
44 888
9 760
1 063
299
-1 794
-390
1 172
329
-1 812
-394
1 066
300
-1 815
-395
-2 761
-5 377
str. 29
Euro
Net cash on investment activities
PLN
Euro
Net cash on financial activities
PLN
Euro
Net Increase/ (decrease) in cash and cash
equivalents
PLN
Euro
Total assets
PLN
Euro
Long-term liabilities
PLN
Euro
Current liabilities
PLN
Euro
Equity
PLN
Euro
Authorized capital
PLN
Euro
Number of ordinary shares ( with respect to
dividend)
PLN
Euro
Book value per share
PLN
Euro
Diluted profit ( loss) per ordinary share
Net profit (loss)
Element diluting the number of ordinary
shares
PLN
Euro
Book value per share
PLN
Euro
-751
-1 169
-1 416
-398
-49
-11
-63
-18
2 760
600
-4 150
-1 167
-2 666
-580
49 338
13 993
58 207
12 381
1 413
401
1 430
304
22 338
6 336
40 026
8 514
25 587
7 257
16 751
3 563
1 200
340
1 205
256
12 000
12 052
0.09
0.02
-0.15
-0.03
2.13
0.60
1 066
1.39
0.30
-1 815
1 066
-1 815
0
12 000
0
2.13
0.60
0
12 052
0
1.39
0.30
3.2. The Position of the Management Board concerning possibility of realizing previously
published forecasts for the given year, in the light of results presented in the quarterly
report in comparison to anticipated results
The Management Board of Rainbow Tours S.A. did not published the forecast of financial results for
the 1st quarter of 2009.
str. 30
3.3. Shareholders holding at least 5% of the total number of votes at the Issuer’s General
Assembly.
Shareholder
Sławomir
Wysmyk
Number
shares held
of
Number
of
votes
per
each share
Percentage of
the number of
share at the
General
Assembly
of
the Company
Share
percentage in
the
share
capital of the
Company
2.336.000
4.226.000
22.18
19.38
2.92.000
4.147.000
21.77
19.02
2.019.700
3.664.700
19.24
16.76
1.990.000
3.600.000
18.90
16.51
1.000.000
1.000.000
5.26
8.30
Adam
Grzegorz
Baszczyński
Remigiusz Cezary
Talarek
Tomasz
Czapla
Piotr
BRIDGE
CAPITAL Spółka
z o.o.
3.4. Company’s shares or right to shares (options) held by the members of the Management
Board and Supervisory Board.
Company’ shares as at the 31st march 2009 are held by following persons:
Grzegorz Baszczyński – the President of the Management Board
Remigiusz Talarek – the vice-chairman of the Management Board
Tomasz Czapla - the vice-chairman of the Management Board
Sławomir Wysmyk – the Chairman of the Supervisory Board.
Number of shares held and their share in Company’ s share capital, and the number of votes at the
General Assembly is presented below:
Management personnel, which do not seat in the Management Board or the Supervisory Board do
not hold Issuer’s shares or rights to these shares. Four out of five members of Company’s Supervisory
Board comply with criteria of Independent Member according to the Statutes. Only the Chairman of
the Supervisory Board: Mr Sławomir Wysmyk hold shares , which give him 19.38% share in the share
capital of the Company and 22.18 % of votes at the General Assembly.
3.5. Information on significant legal proceedings concerning the Company.
The Issuer or its subsidiaries is not a party in any legal or administrative proceedings and the value
of the subject matter of the litigation does not constitute 10% of Issuer’s equity.
3.6. Information on transactions concluded with associated units.
str. 31
The issuer and associated units conclude transaction which would meet the criteria indicated in the
Ordinance.
All sales transaction were typical and of routine nature, and were a result of core business activity of
the entities. In the first quarter of 2009 the dominating entity granted loans to associated units in the
following amount:
Travelovo Sp. z o.o. – PLN 300 thousand
Traveltech Sp. z o.o. – PLN 50 thousand
3.7. Information on credit or loans warranties, or guaranties granted by the issuer or its
subsidiary to, jointly, one entity or its subsidiary, if total value of warranties and guarantees
granted constitute at least 10% of Issuer’s equity
The Issuer, or the subsidiaries did not granted credit or loans warranties, or guarantees, which would
meet the above criteria , in the presented period.
3.8. Other information which are in opinion of the Issuer significant to asses situation of staff,
assets and finance and its changes, and information essential to assess possibility of
realization of liabilities by the Issuer.
In the first quarter of 2009 the Company restored, after sudden weakening of Polish zloty in the end
of 2008, operating profitability of services provided by the Group. It is worth to mention that the net
loss for the fourth quarter of 2008 amounted as much as PLN 8.6 million and that taking into
account negative external factors (crisis, weak Polish zloty) should be considered the beginning of a
positive trend.
Rainbow Tours S.A. take advantage of two operating credits in Deutsche Bank and Raiffeisen Bank .
The credits support current liquidity in low tourist season (November – March); this is also the
period of advances payments to contractors for services provided in high season.
3.9. Indication of factors, which in the opinion of the Issuer will influence results reached within
at least following quarter
Financial results reached in the future key periods will be influenced by following factors:
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Sales of offer : Summer 2009. The sales turnovers will be disclosed in the books starting from
May 2009. Currently one may observe reversal of tourist event sales trend. The sales shifted
from “first minute” sales ( early advance sale) to “last minute sales”, that is why Rainbow
Tours expects significant dynamics growth in the following period, when the summer season
begins,
Renegotiating purchase agreements with contractors, which increasing in this way
profitability of most products,
Possible fluctuations at the currency market, which may distort profitability of some
products,
Cost restructuring in order to lower current cost of Company’s functioning
Restoring by the Company profitability of most tourist services offered. In comparison with
the fourth quarter the Company reached positive premium, but incurred loss for the first
quarter of 2008, which was a result of fixed and financial costs, and this considering negative
external factors ( crisis, weak Polish zloty) should be deemed the beginning of the positive
trend of retaining net profitability.
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The Management Board of Rainbow Tours S.A.
Lodz, 15th May 2009
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