QUARTERLY CONDENSED FINANCIAL STATEMENTS

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  • 1. QUARTERLY CONDENSED FINANCIAL STATEMENTS of Zakłady Tłuszczowe Kruszwica SA for the period of 3 months ended 31 March 2009 Management Board: Tommy Jensen – President of the Management Board Roman Rybacki – Vice President of the Management Board Piotr Kubisz – Member of the Management Board Mariusz Szeliga – Member of the Management Board Wojciech Jachimczyk – Member of the Management Board Wojciech Bauman – Member of the Management Board Tomasz Wika – Member of the Management Board Piotr Piotrowski – Member of the Management Board Marcin Brodowski – Member of the Management Board
  • 2. TABLE OF CONTENTS: FINANCIAL HIGHLIGHTS ............................................................................................................................3 PROFIT AND LOSS ACCOUNT...................................................................................................................4 STATEMENT OF COMPREHENSIVE INCOME ..........................................................................................4 BALANCE SHEET ........................................................................................................................................5 STATEMENT OF SHAREHOLDERS' EQUITY............................................................................................6 CASH FLOW STATEMENT..........................................................................................................................7 NOTES TO THE QUARTERLY CONDENSED FINANCIAL STATEMENTS ..............................................8 1. GENERAL INFORMATION ....................................................................................................................8 2. ACCOUNTING PRINCIPLES APPLIED ................................................................................................8 3. INFORMATION ON MATERIAL CHANGES OF ESTIMATED VALUES............................................11 4. MAJOR ACHIEVEMENTS AND FAILURES IN THE PERIOD REPORTED.......................................12 5. DESCRIPTION OF ITEMS AFFECTING ASSETS, LIABILITIES, EQUITY, NET PROFIT AND CASH FLOWS THAT ARE EXTRAORDINARY DUE TO THEIR TYPE, SIZE OR EXERTED INFLUENCE 12 6. SEASONAL / CYCLICAL NATURE OF BUSINESS ...........................................................................13 7. ISSUANCE, REDEMPTION AND REPAYMENT OF NON-EQUITY AND EQUITY SECURITIES .....14 8. DIVIDEND PAID OUT (OR DECLARED).............................................................................................14 9. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE........................................................14 10. CHANGES IN CONTINGENT LIABILITIES OR CONTINGENT ASSETS ..........................................14 11. OPERATING SEGMENTS ...................................................................................................................15 12. TRANSACTIONS WITH RELATED COMPANIES ..............................................................................19 13. ORGANIZATIONAL STRUCTURE OF THE ISSUER'S GROUP OF COMPANIES...........................23 14. EFFECTS OF CHANGES IN THE ORGANIZATIONAL STRUCTURE...............................................23 15. OPINION OF THE MANAGEMENT BOARD ON FEASIBILITY OF MEETING THE FINANCIAL FORECASTS FOR THE YEAR ............................................................................................................24 16. SHAREHOLDERS WHO, EITHER DIRECTLY OR INDIRECTLY (THROUGH THEIR SUBSIDIARIES), HOLD AT LEAST A 5% VOTING INTEREST AT THE COMPANY'S GMS .........24 17. NUMBERS OF SHARES AND STOCK OPTIONS HELD BY THE COMPANY'S MANAGEMENT AND SUPERVISORY STAFF...............................................................................................................24 18. LEGAL PROCEEDINGS PENDING BEFORE ANY COURT, ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY ..........................................................................................24 19. INFORMATION ON ONE OR MORE TRANSACTIONS WITH RELATED COMPANIES WHICH ARE, SEPARATELY OR JOINTLY, DEEMED SIGNIFICANT AND WERE CARRIED OUT NOT ON AN ARM'S LENGTH BASIS.................................................................................................................24 20. INFORMATION ON CREDIT/LOAN SURETIES OR GUARANTEES EXTENDED BY THE COMPANY TO ONE OF ITS SUBSIDIARIES IF THEIR AGGREGATE VALUE EXCEEDS 10% OF THE COMPANY'S EQUITY ...........................................................................................................................25 21. OTHER INFORMATION ESSENTIAL FOR ASSESSING THE COMPANY'S HUMAN RESOURCES, ASSETS, FINANCIAL POSITION AND RESULTS AND CHANGES THEREOF AS WELL AS THE COMPANY'S ABILITY TO PAY OFF ITS LIABILITIES ..............................................................25 22. FACTORS WHICH IN THE ISSUER'S OPINION WILL AFFECT ITS PERFORMANCE AT LEAST DURING THE NEXT QUARTER ..........................................................................................................30
  • 3. FINANCIAL HIGHLIGHTS (all figures in PLN thousands, except number of shares and earnings per share) 3 months ended 3 months ended 3 months ended 3 months ended 31/03/2009 31/03/2008 31/03/2009 31/03/2008 PLN’000 EUR’000 I. Sales of products and goods for 513,087 542,527 111,555 152,507 resale II. Operating profit 78,040 61,062 16,967 17,165 III. Pre-tax profit 69,356 51,703 15,079 14,534 IV. Net profit 56,637 41,791 12,314 11,748 V. Number of shares 22,986,949 22,338,949 22,986,949 22,338,949 VI. Earnings per ordinary share 2.46 1.87 0.53 0.53 (in PLN / EUR) VII. Net cash provided by (used in) 201,054 184,862 43,713 51,965 operating activities VIII. Net cash provided by (used in) (971) (11,216) (211) (3,153) investing activities IX. Net cash provided by (used in) financing activities (188,352) (173,567) (40,951) (48,790) X. Total net cash flows 11,731 79 2,551 22 End of period End of period End of period End of period End of period End of period 31/03/2009 31/12/2008 31/03/2008 31/03/2009 31/12/2008 31/03/2008 PLN’000 PLN’000 XI. Fixed assets 553,276 569,419 572,457 117,686 136,473 162,362 XII. Current assets 581,054 732,738 545,023 123,594 175,615 154,581 XIII. Total assets 1,134,330 1,302,157 1,117,480 241,280 312,088 316,944 XIV. Long-term liabilities 47,312 47,615 46,562 10,064 11,412 13,206 XV. Current liabilities 458,740 692,635 550,031 97,577 166,004 156,002 XVI. Shareholders' equity 628,278 561,857 520,887 133,639 134,660 147,736 XVII. Share capital 185,076 180,229 180,229 39,367 43,196 51,117 Euro exchange rates applied for restatement of the financial highlights: Individual items of assets, shareholders' equity and liabilities disclosed in the balance sheet made as at 31 March 2009 and as at 31 March 2008 were translated to Euro at the mid exchange rates published by the National Bank of Poland and in effect on the above-mentioned balance sheet dates. Individual items disclosed in the profit and loss account, statement of comprehensive income and statement of cash flows for the periods of 3 months ended 31 March 2009 and 31 March 2008 were translated to Euro at the arithmetic average of mid exchange rates published by the National Bank of Poland and in effect on the last day of each month covered by this quarterly report. The foreign currency exchange rates applied for restatement of the financial highlights are presented below: End of period End of period End of period 31/03/2009 31/12/2008 31/03/2008 Balance Sheet 4.7013 4.1724 3.5258 3 months ended 3 months ended 31/03/2009 31/03/2008 Profit and Loss Account Statement of Comprehensive Income 4.5994 3.5574 Statement of Cash Flows 3
  • 4. PROFIT AND LOSS ACCOUNT (all figures in PLN thousands, except number of shares and earnings per share) 3 months ended 3 months ended 31/03/2009 31/03/2008 PLN’000 PLN’000 Sales revenues Sales of products 506,046 535,874 Sales of goods for resale 7,041 6,653 Other operating income 14,237 2,404 Total sales revenues 527,324 544,931 Costs Cost of products sold (378,050) (423,514) Cost of goods for resale sold (2,942) (6,492) Selling expenses (18,409) (17,821) General administrative expenses (24,151) (37,779) Gain/loss on foreign exchange differences (17,407) 4,170 Result on disposal of tangible assets and 9 61 other expenses relating thereto Other operating expenses (8,334) (2,494) Total costs (449,284) (483,869) Operating profit 78,040 61,062 Financial income and expenses (8,684) (9,359) Pre-tax profit from continuing 69,356 51,703 operations Corporate income tax (12,719) (9,912) current portion (12,782) (12,628) deferred portion 63 2,716 Net profit 56,637 41,791 Earnings per ordinary share (in PLN) 2.46 1.87 Average weighted number of shares 22,986,949 22,338,949 STATEMENT OF COMPREHENSIVE INCOME 3 months ended 3 months ended 31/03/2009 31/03/2008 PLN’000 PLN’000 Net profit 56,637 41,791 Other comprehensive income Cash flow hedges 1,106 (7,532) Income tax relating to components of other (210) 1,431 comprehensive income Other comprehensive income, net of tax 896 (6,101) Total comprehensive income 57,533 35,690 4
  • 5. BALANCE SHEET End of period End of period End of period 31/03/2009 31/12/2008 31/03/2008 PLN’000 PLN’000 PLN’000 Fixed assets Tangible fixed assets 401,777 412,976 431,896 Investment property 1,879 1,907 1,425 Goodwill 83,793 83,793 83,793 Intangible assets 33,439 34,454 36,637 Long-term financial assets 134 194 213 Deferred income tax assets 32,254 36,095 18,493 553,276 569,419 572,457 Current assets Inventories 360,079 538,060 335,002 Trade accounts receivable 188,470 160,101 195,016 Other receivables 1,256 15,590 1,748 Current financial assets 12,762 15,497 10,758 Cash and cash equivalents 13,709 2,546 725 Deferred expenses 4,778 944 1,774 581,054 732,738 545,023 Total assets 1,134,330 1,302,157 1,117,480 End of period End of period End of period 31/03/2009 31/12/2008 31/03/2008 PLN’000 PLN’000 PLN’000 Shareholders' equity Share capital 185,076 180,229 180,229 Share premium 245,459 206,160 206,213 Reserve fund (6,564) (7,460) 2,093 Retained earnings 204,307 136,631 88,348 Minority interests - 46,297 44,004 Total shareholders' equity 628,278 561,857 520,887 Long-term liabilities Deferred income tax reserve 33,390 33,782 35,518 Other reserves 4,977 4,888 4,328 Employee benefits payable 8,945 8,945 7,716 47,312 47,615 46,562 Current liabilities Short-term bank credits and loans 262,853 452,113 439,284 Financial liabilities 61,600 78,486 8,633 Employee benefits payable 19,155 17,305 16,761 Trade accounts payable 97,342 107,328 67,313 Corporate income tax payable 10,598 33,615 9,573 Other current liabilities 7,192 3,788 8,467 458,740 692,635 550,031 Accrued expenses - 50 - Total shareholders' equity and liabilities 1,134,330 1,302,157 1,117,480 5
  • 6. STATEMENT OF SHAREHOLDERS' EQUITY Reserve fund Capital from revaluation Retained Minority Total shareholders' Share capital Share premium appropriated for of hedges earnings interests equity dividend payment PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 Shareholders’ equity as at 1 January 2008 180,229 206,213 3,268 4,926 47,569 42,992 485,197 Total net comprehensive income for the period - - - (6,101) 35,764 1,012 35,690 Shareholders’ equity as at 31 March 2008 180,229 206,213 3,268 (1,175) 83,333 44,004 515,872 Shareholders’ equity as at 1 January 2009 180,229 206,160 19,536 (26,996) 143,923 46,297 569,149 Total net comprehensive income for the period - - - 896 56,637 - 54,164 Issuance of shares 4,847 39,299 - - - - 44,146 Acquisition of subsidiaries - - - - 3,747 (46,297) (42,550) - Shareholders’ equity as at 31 March 2009 185,076 245,459 19,536 (26,100) 204,307 - 628,278 6
  • 7. CASH FLOW STATEMENT 3 months ended 3 months ended 31/03/2009 31/03/2008 PLN’000 PLN’000 Cash flows - operating activities Net profit (loss) 56,637 41,791 Total adjustments 144,417 143,071 Depreciation and amortization 10,243 12,950 (Gain) loss on foreign exchange differences (13,004) (3,091) Interest 8,684 9,873 (Gain) loss on sale or liquidation of tangible fixed assets (9) (61) and intangible assets Change in reserves 4,724 (50) Change in inventories 177,725 167,502 Change in receivables (9,087) 1,350 Change in current liabilities, (9,742) (47,028) excluding loans and bank credits Change in deferred and accrued expenses (3,005) (937) Corporate income tax calculated 12,719 9,912 Corporate income tax paid (34,754) (7,469) Other adjustments (77) 120 Net cash provided by (used in) operating activities 201,054 184,862 Cash flows - investing activities Proceeds from disposal of intangible assets 27 442 and tangible fixed assets Acquisition of intangible assets and (1,556) (11,667) tangible fixed assets Cash taken over under the merger 549 - Long-term loans granted 9 9 Net cash provided by (used in) investing activities (971) (11,216) Cash flows - financing activities Bank credits and loans paid back (179,668) (163,574) Interest paid (8,684) (9,873) Finance lease commitments paid - - Other investment inflows and outflows - (120) Net cash provided by (used in) financing activities (188,352) (173,567) Total net cash flows 11,731 79 Net change in cash and cash equivalents 11,731 79 Cash and cash equivalents at the beginning of period 1,978 646 Cash and cash equivalents at the end of period 13,709 725 These financial statements were signed on behalf of the Management Board by: …………………………………….. – Member of the Management Board …………………………………….. – Company Proxy 7
  • 8. NOTES TO THE QUARTERLY CONDENSED FINANCIAL STATEMENTS For the period of 3 months ended 31 March 2009 and as at 31 March 2009 1. GENERAL INFORMATION Zakłady Tłuszczowe Kruszwica SA (hereinafter referred to as the Company or ZT Kruszwica SA) conducts business operations in the territory of Poland and is entered in the Commercial Register, Section B, under the number 3698, by decision of the District Court in Bydgoszcz - VIII Commercial Department of 21 December 1995. On 12 June 2001, the Company was entered in the National Court Register maintained by the District Court in Bydgoszcz, XIII Department of the National Court Register, under the number KRS 0000019414. The Company is a part of the Bunge Group, a worldwide leader in processing of oilseeds and production of bottled vegetable oils. The core business of the Company is processing of oilseeds, production of bottled oils, production of margarines and edible fats. 22,986,949 of the Company's shares are subject to public trading and are listed on the main market of the Warsaw Stock Exchange. 2. ACCOUNTING PRINCIPLES APPLIED Basis for preparation of the financial statements These financial statements have been prepared in accordance with the historical cost principle, except for revaluation of financial instruments that were disclosed at their fair value. Moreover, the financial statements have been prepared assuming the Company will continue its business activities in the period of 12 months of the balance sheet date. The Company's Management Board believes there is no risk to the Company’s ability to continue as a going concern in the foreseeable future. The financial statements were prepared in Polish zlotys (PLN). The Company's functional currency is Polish zloty, in which its business operations are denominated. All the figures are presented in thousands of PLN (PLN’000), following the principle that amounts lower than PLN 500 are skipped, whereas amounts of PLN 500 and higher are increased to full thousands of PLN. Compliance Statement The presented unaudited Quarterly Condensed Financial Statements were prepared according to International Accounting Standard (IAS) 34 Interim Financial Reporting and in compliance with the International Financial Reporting Standards (IFRS) applicable for interim financial reporting as approved by the International Accounting Standards Board (IASB) or the Standing Interpretation Committee (SIC), as adopted by the European Union and in effect as at 31 March 2009. The IFRSs shall include the below mentioned regulations accepted by the International Accounting Standards Board (IASB): - International Financial Reporting Standards (IFRS), - International Accounting Standards (IAS), - interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) or by its predecessor – the Standing Interpretation Committee (SIC), which were accepted by the ISAB. These quarterly condensed financial statements include data for the following periods: - balance sheet made as at the end of the quarter reported, and comparable data as at the end of the prior financial year and as at the end of the corresponding quarter of the prior financial year; - profit and loss account for the quarter reported, and comparable data for the corresponding quarter of the prior financial year; - statement of shareholders' equity for the quarter reported, and comparable data for the corresponding quarter of the prior financial year; - cash flow statement for the quarter reported, and comparable data for the corresponding quarter of the prior financial year. Compliance with new accounting standards, interpretations and amendments effective since 1 January 2009: The following standards, amendments to standards and interpretations (already adopted or being adopted by the European Union) are effective since 1 January 2009: 8
  • 9. - IFRS 8 Operating Segments; - Revised IAS 23 Borrowing Costs; - Revised IAS 1 Presentation of Financial Statements; - Amendment to IFRS 2 Share-based Payment: Vesting Conditions and Cancellations; - Revised IAS 32 Financial Instruments: Presentation and IAS 1 Presentation of Financial Statements – Puttable Financial Instruments and Obligations Arising on Liquidation; - Improvements to International Financial Reporting Standards – a collection of amendments to IFRSs, which are in most cases effective for annual periods beginning on or after 1 January 2009; - Amendments to IFRS 1 First-time adoption of International Financial Reporting Standards and IAS 27 Consolidated and Separate Financial Statements – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate; - IFRIC 15 Agreements for the Construction of Real Estate. The interpretation has not been adopted by the European Union; - IFRIC 16 Hedges of a Net Investment in a Foreign Operation – effective for annual periods beginning on or after 1 October 2008. The interpretation has not been adopted by the European Union. With the exception of IFRS 8 and revised IAS 1, adoption of the above-mentioned standards and interpretations did not cause any considerable changes in the accounting policy applied by the Company nor in presentation of the Company's financial statements. At present the IFRS standards in the shape approved by the EU are not materially different from the regulations adopted by the International Accounting Standards Board, except for the below mentioned standards and interpretations, which have been adopted for use till 31 March 2009: - IFRS 3 (amendment) Business Combinations – published on 10 January 2008 and effective for annual periods beginning on or after 1 July 2009; - IAS 27 (amendment) Consolidated and Separate Financial Statements – published on 10 January 2008 and effective for annual periods beginning on or after 1 July 2009. - IAS 39 (amendment) Financial Instruments: Recognition and Measurement – published on 31 July 2008. The amendments shall be applied retrospectively for annual periods beginning on or after 1 July 2009; - IFRS 1 (amendment) First-time Adoption of International Financial Reporting Standards – effective for annual periods beginning on or after 1 July 2009. - Interpretation IFRIC 17 Distributions of Non-cash Assets to Owners – published on 27 November 2008. IFRIC 17 is to be applied prospectively for annual periods beginning on or after 1 July 2009. - Interpretation IFRIC 18 Transfers of Assets Free of Charge – effective for annual periods beginning on or after 1 January 2009; - Improvements to International Financial Reporting Standards – a collection of amendments to IFRSs, which are in most cases effective for annual periods beginning on or after 1 January 2010. The Company has determined that the above-mentioned standards, interpretations and amendments to standards would have no substantial impact on these financial statements, if they were applied by the Company at the balance sheet date. Application of the amended IAS 1 As a result of adopting IAS 1 Presentation of Financial Statements, the statement of shareholders' equity, included in these financial statements, discloses shareholder transactions only. The remaining items of equity are presented separately in the statement of comprehensive income. Application of IFRS 8 IFRS 8 Operating Segments has replaced IAS 14 Segment Reporting. IFRS 8 requires disclosure of information on each operating segment based on internal reports submitted to the chief operating decision maker for the purposes of allocating resources to that segment and assessing its performance. Whereas, IAS 14 required disclosure of information on business segments and geographical segments. More information on identification of segments of the Company's operations and on application of IFRS 8 is presented in the note "Operating Segments". 9
  • 10. Changes in accounting principles applied Changes in presentation of financial statements Apart from changes in presentation of the statement of shareholders' equity as required under the revised IAS 1, as from 1 January 2009 the Company also modified the presentation of its profit and loss account. Such changes resulted from other qualification of certain revenues and expenses to specific items of the profit and loss account, including primarily other operating income, other operating expenses, as well as general administrative expenses and cost of products sold. These changes have no impact on the amount of net profit. The table below reveals st differences resulting from the modified presentation of the profit and loss account for the 1 quarter of 2009. PROFIT AND LOSS ACCOUNT Before restatement After restatement Difference 3 months ended 3 months ended 31/03/2009 31/03/2009 PLN’000 PLN’000 PLN’000 Sales revenues Sales of products 506,045 506,046 1 Sales of goods for resale 7,043 7,041 (2) Other operating income 12,195 14,237 2,042 Total sales revenues 525,283 527,324 2,041 Costs Cost of products sold (377,221) (378,050) (829) Cost of goods for resale sold (2,942) (2,942) - Selling expenses (18,409) (18,409) - General administrative expenses (25,392) (24,151) 1,241 Gain/loss on foreign exchange (17,407) (17,407) - differences Result on disposal of tangible assets 9 9 - and other expenses relating thereto Other operating expenses (5,881) (8,334) (2,453) Total costs (447,243) (449,284) (2,041) Operating profit 78,040 78,040 - Financial income and expenses (8,684) (8,684) - Pre-tax profit from continuing 69,356 69,356 - operations Corporate income tax (12,719) (12,719) current portion (12,782) (12,782) - deferred portion 63 63 Net profit 56,637 56,637 - Changes in recognition of foreign exchange differences The Company changed its accounting policy in the scope of foreign exchange rates it applies for: • measurement of cash inflows and outflows in foreign currencies. The buy and sell currency rates of the leading bank, which used to be applied for recalculation of collections of receivables and payments of liabilities, respectively, were replaced with one exchange rate – the mid exchange rate of the National Bank of Poland (NBP) in effect on the date of foreign currency inflows or outflows. The effective NBP mid exchange rate is the mid exchange rate published by the National Bank of Poland on the prior business day. • valuation of foreign currency assets and liabilities as at the balance sheet date. The buy and sell currency rates of the leading bank, which the Company used to apply for measurement of receivables and liabilities, respectively, were replaced with one exchange rate – the mid exchange rate of the European Central Bank (ECB) in effect on the balance sheet date. 10
  • 11. The Company did not determine what is the impact of the above described change in accounting policy on the quarterly financial results, nor did it restate the comparable data for the prior year's corresponding quarter, because the effort and cost of making such estimation would be disproportionately high in relation to the expected benefits for the financial statements. 3. INFORMATION ON MATERIAL CHANGES OF ESTIMATED VALUES Deferred income tax reserve and assets As at 31 March 2009, deferred income tax assets amounted to PLN 33,964 thousand and, over the period reported, they decreased by PLN 2,131 thousand. Such change resulted from the following adjustments: in minus: - reversal of impairment write-downs on inventories PLN 179 thousand - expensed salaries relating to the year 2008 PLN 814 thousand - decreased provisions for employee incentives and annual bonuses PLN 359 thousand - higher estimated losses on financial instruments PLN 3,208 thousand - other items PLN 6 thousand in plus: - higher deviations from standard prices of rapeseed PLN 301 thousand - higher accrued but not paid interest on bank credits PLN 941 thousand - higher annual discounts charged PLN 36 thousand - higher estimated provisions for unused holiday leaves PLN 49 thousand - higher impairment write-downs on doubtful accounts receivable PLN 88 thousand - higher amounts of other reserves and accrued expenses PLN 1,019 thousand As at 31 March 2009, deferred income tax reserve amounted to PLN 32,600 thousand as compared with PLN 33,782 thousand reported at the end of 2008. In the 1st quarter of 2009, deferred income tax reserve decreased by PLN 1,182 thousand as a result of: - lower difference between the balance sheet value and tax value of tangible PLN 644 thousand assets and intangibles - lower estimated gains on financial instruments PLN 518 thousand - other items PLN 20 thousand Reserves for future liabilities The financial results for the quarter reported include the effects of revision of the estimates of: - future liabilities by virtue of employee benefits (unused holiday leaves, salaries and annual bonuses). In effect of such changes of estimates, the pre-tax profit decreased by PLN 1,850 thousand and the reserve for future liabilities increased to PLN 28,100 thousand as at 31 March 2009 (from PLN 26,250 thousand as at 31 December 2008). - reserve for the cost of future reclamation of land at the production facilities in Warsaw, Brzeg and Gdańsk. This provision has been decreased by PLN 35 thousand, to the amount of PLN 3,773 thousand as at 31 March 2009 (from PLN 3,808 thousand as at 31 December 2008). Revaluation write-downs on accounts receivable In the 1st quarter of 2009 the Company reduced its revaluation write-downs on receivables under composition, conciliatory or bankruptcy proceedings (that have been previously guaranteed or otherwise secured), on receivables in dispute as well as on past-due receivables, by the total amount of PLN 765 thousand which comprised the following items: - increase of revaluation write-downs PLN 299 thousand - decrease of revaluation write-downs due to cancellation of receivables PLN 12 thousand - decrease of revaluation write-downs due to collection of receivables PLN 1,052 thousand As at 31 March 2009 the Company's allowances on doubtful accounts amounted to PLN 11,195 thousand as compares with PLN 11,960 thousand as at 31 December 2008. 11
  • 12. Impairment write-downs on inventories At the beginning of the period reported the Company's impairment charges on inventories equalled PLN 1,235 thousand. During the 1st quarter of 2009 the following changes took place: - write-downs established PLN 184 thousand - write-downs cancelled PLN 894 thousand Cancellation of write-downs was made primarily as a result of liquidation of inventories subject to such charges or settlement of shortages detected at the beginning of the period reported. As at 31 March 2009 impairment write-downs on inventories aggregated at PLN 525 thousand. 4. MAJOR ACHIEVEMENTS AND FAILURES IN THE PERIOD REPORTED On 27 February 2009, the District Court in Bydgoszcz registered the Company's merger with its subsidiary Zakłady Przemysłu Tłuszczowego Warszawa SA (ZPT Warszawa SA). The merger of ZT Kruszwica SA (the Taking-over Company) with ZPT w Warszawie SA (the Acquired Company) was executed pursuant to art. 492 § 1 item 1 of the Polish Commercial Companies Code, this is by transferring all the assets of the Acquired Company to the Taking-over Company in return for the Merger Issuance Shares issued by the Taking-over Company. Following the merger there was initiated a process of integration of operating departments of both the companies (the merger has been described in more detail in note 14 "Effects of changes in the organizational structure"). The integration activities concentrate basically on unifying the logistics operations as well as on combining st the sales force and marketing departments. Another important task undertaken by the Company in the 1 quarter of 2009 was the process of standardization of all the trade agreements concluded with customers. The Company discontinued its supplies of Kujawski Oil to the Biedronka supermarket chain as the parties were unable to agree on the future terms and conditions of trade. This fact remained without influence on the supply of private label oils to Biedronka supermarkets. 5. DESCRIPTION OF ITEMS AFFECTING ASSETS, LIABILITIES, EQUITY, NET PROFIT AND CASH FLOWS THAT ARE EXTRAORDINARY DUE TO THEIR TYPE, SIZE OR EXERTED INFLUENCE Financial data disclosed in the Company's profit and loss account do not include the figures of the profit and loss account of ZPT Warszawa SA (taken over on 27 February 2009) for the period of January – February 2009. For the sake of comparability of the Company's profit and loss account for the 1st quarter of 2009 with the comparable data for the corresponding period of 2008, in this note the Company's profit and loss account for st the 1 quarter of 2009 was adjusted by the financial results generated by the acquired company in the period of January – February 2009. st The effects of such adjustment of financial results for the 1 quarter of 2009 are presented below: Adjusted results ZT Kruszwica SA ZPT Warszawa SA Zakłady Przemysłu Tłuszczowego Consolidation of Kruszwica SA 3 months ended 2 months ended Warszawa SA adjustments 3 months ended 31/03/2009 27/02/2009 31/03/2009 PLN’000 PLN’000 PLN’000 PLN’000 Sales revenues Sales of products 506,046 52,142 (11,806) 546,382 Sales of goods for resale and materials 7,041 4 7,045 Other operating income 14,237 721 14,958 Total sales revenues 527,324 52,867 (11,806) 568,385 Costs Cost of products sold (378,050) (42,528) 11,590 (408,988) Cost of goods for resale and materials sold (2,942) - (2,942) Selling expenses (18,409) (1,648) (20,057) General administrative expenses (24,151) (7,250) (31,401) Gain/loss on foreign exchange differences (17,407) 16 (17,391) Result on disposal of tangible assets and other expenses relating thereto 9 (6) 3 Other operating expenses (8,334) (385) (8,719) Total costs (449,284) (51,801) 11,590 (489,495) 78,040 1,066 (216) 78,890 12
  • 13. Operating profit from continuing operations Financial income and expenses (8,684) (57) (8,741) Pre-tax profit (loss) from continuing operations 69,356 1,009 (216) 70,149 Corporate income tax (12,719) (478) (13,197) Net profit (loss) 56,637 531 (216) 56,952 Taking into account the financial results of the acquired company for the period of January – February 2009, the Company's first quarter sales of products aggregated at PLN 546,382 thousand and they increased by PLN 10,508 thousand or 2.0% as compared with consolidated sales of products for the corresponding period of the previous year. During the first quarters of 2008 and 2009 the volumes of products sold were as follows (in tons): 3 months ended 3 months ended PRODUCTS 31/03/2009 31/03/2008 Bottled oils 29,237 35,272 Consumer margarines 17,167 17,808 Industrial margarines 10,369 9,954 Confectionery fat 5,961 7,622 Refined and raw oils in bulk 67,786 59,879 Rapeseed meal 142,197 149,006 Other 3,310 2,432 Total sales of products 276,027 281,972 Whereas, the cost of products sold decreased by PLN 14,526 thousand or 3.4%. As higher revenues coincided with lower costs, the Company's gross margin on sales of products grew by PLN 25,034 thousand or 22.3%. Such favourable gross margin was achieved thanks to our effective policy of hedging against changes in the prices of raw materials. The value of inventories, as disclosed in the balance sheet, increased noticeably by PLN 25,077 thousand (+7.5%). The main item in inventory is rapeseed with the value of PLN 235,130 thousand as at 31 March 2009 which was increased by PLN 44,965 thousand (+23.6%) from the level of PLN 190,165 thousand observed a year ago. Shareholders' equity rose as much as PLN 107,391 thousand or 20.6%. This resulted from accumulation of net earnings for the last three quarters of 2008 and for the first quarter of 2009. As far as liabilities are concerned the main change is the lower amount of loans. Such liabilities decreased by 40.2% year-over-year to reach PLN 262,853 thousand as at 31 March 2009, down from PLN 439,284 thousand st reported as at the end of the 1 quarter of 2008. The main reasons for lower borrowings were on one hand successively used-up inventories of rapeseed (which are purchased with external financing), and on the other hand a considerable increase of equity. However, we have recorded an increase in financial liabilities from PLN 8,633 thousand to PLN 61,600 thousand as well as in trade accounts payable from PLN 67,313 thousand to PLN 97,342 thousand. Financial liabilities swelled as a result of depreciation of the Polish currency which affected the valuation of our foreign currency hedges as described in note 21. Whereas, trade accounts payable rose for no extraordinary reasons, merely on pre-arranged terms of payment for supplies received. The Company pays its liabilities on a timely basis. 6. SEASONAL / CYCLICAL NATURE OF BUSINESS The Company's business operations are affected by seasonality of certain important factors determining the achieved financial results, which include: - cost of raw materials – rapeseed, - volume of sales, - inventories of raw materials. 13
  • 14. Most of the Company's purchases of rapeseed are made during the harvest (July, August) and afterwards this inventory is subject to processing till the next harvest time. Rapeseed is the main raw material used in manufacturing of finished products by the Company, and it accounts for approx. 70% of the total cost of products sold. The purchase price of rapeseed is determined by its current quotations on the European commodity exchanges at the time of purchase. Hence, during a financial year (which in the Company's case corresponds to the calendar year) the unit cost of rapeseed consumption decreases at the beginning of the second half-year along with supply of new rapeseed crops; this may have a substantial impact on the Company's financial performance in comparison with the first six months of the year. Also the volume of rapeseed inventory is subject to sizeable changes during a year. Here the lowest inventory is observed at the end of June to be subsequently recovered during the coming purchasing campaign. The volume of inventories is the main driver of the Company's debt in individual quarters, which in turn determines the amounts of interest expenses incurred. However, in recent years there is a tendency to buy more rapeseed outside the harvest time which helps mitigate the discussed seasonality effects to some extent. Some seasonality is also observed in the purchases of oil by the biofuel industry. Due to technological reasons, in the winter time refineries buy less oil and thereby sales of oil to this sector start to be seasonal. Also the volume of the Company's sales of bottled edible oils and margarines is subject to seasonal fluctuations; these sales are usually higher during the first and the last quarter of a year. Higher sales of bottled oils and st margarines during the 1 quarter of 2009 resulted from increased demand for these products as people were getting ready for the Easter holidays, this year taking place in April. 7. ISSUANCE, REDEMPTION AND REPAYMENT OF NON-EQUITY AND EQUITY SECURITIES On 5 January 2009, the Company disclosed in public the Information Memorandum and commenced the public offering of series E shares (the Merger Issuance Shares) relating to the Company's merger with its subsidiary Zakłady Przemysłu Tłuszczowego Warszawa SA (ZPT Warszawa SA); whereas, on 23 February 2008 the Company submitted to public Amendment No. 1 to the above-mentioned Information Memorandum. On 2 March 2009 the Company assigned 648,000 ordinary bearer shares of series E, with a par value of PLN 7.48 each, in favour of the persons entered as shareholders in the stock ledger of ZPT Warszawa SA as at the merger date (27 February 2009).Pursuant to art. 3 of the resolution of its Extraordinary General Meeting held on 4 November 2008, in exchange for 1 (one) share of ZPT Warszawa SA the Company assigned 0.4 (four tenths) of a share of series E. On 4 March 2009, the series E shares were introduced to public trading on the Warsaw Stock Exchange. The public offering of series E shares was initiated on 5 January 2009 and closed on 27 February 2009 when the registry court registered the Company's merger with ZPT Warszawa SA. As the series E shares were issued in connection with the merger, neither subscription, sale nor reduction of allocation were carried out. No underwriting agreement was signed as well. As a result of the allocation procedure, the Company acquired 234 shares of series E that were not allocated to shareholders of the acquired company, because fractional parts of the merger shares were paid in cash. Subsequently, on 12 March 2009 the Company sold those shares in a regulated market for the total amount of PLN 10 thousand (the selling price per share was PLN 43.10). Following registration of the merger and related changes of the Company's Articles of Association on 27 February 2009, the share capital of ZT Kruszwica SA amounts to PLN 171,942,378.52 and is divided into 22,986,949 shares, each with a par value of PLN 7.48, including: - 6,040,400 registered shares: 2,970,000 shares of series A and 3,070,400 shares of series B, - 16,946,549 ordinary bearer shares: 3,630,000 shares of series A, 3,267,000 shares of series C, 9,401,549 shares of series D, and 648,000 shares of series E. 8. DIVIDEND PAID OUT (OR DECLARED) No such events took place during the quarter reported. 9. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE Until the time of publication of this report, there occurred no significant events which have not been disclosed in the financial statements and might have a substantial impact on the Company's future financial performance. 10. CHANGES IN CONTINGENT LIABILITIES OR CONTINGENT ASSETS As at the prior financial year end the Company reported the following contingent liabilities: 14
  • 15. I. Promissory note submitted to the Customs Office in Opole as security for payment of excise duty In 2007 the Company submitted to the Customs Office in Opole a security for payment of excise duty imposed on production and movement of excise goods. The security amount is PLN 20 million and it was provided in the form of an in blanco promissory note along with the related promissory note agreement. The security was valid over a period 1 year, from 24 May 2007 till 30 June 2008, and it has been subsequently extended for another 1-year period ending 30 June 2009. II. Promissory note submitted to Coface Factoring On 2 December 2008 the Company signed a factoring agreement with Coface Poland Faktoring sp. z o. o. The agreement has been concluded for an indefinite period of time. The maximum engagement of the factoring agent in financing provided to the Company shall be limited to PLN 75,000,000. The Company issued an in blanco promissory note in order to secure the above-mentioned limit of financing. At present the Company is going to extend the period of validity of the excise duty security till June 2010. Apart from the operations mentioned above, the Company's contingent liabilities and contingent assets remained unchanged. 11. OPERATING SEGMENTS Operating segments identified The identified and disclosed operating segments of ZT Kruszwica SA result from the divisions made for the Company's internal management purposes as well as for the sake of consolidation with the Bunge Group. The Company has identified two key operating segments: - Agricultural Commodities Segment (Agri) - Food Products Segment (Food) The Agricultural Commodities Segment (Agri) involves the following activities: rapeseed processing – purchases of rapeseed, sales of raw/desludged rapeseed oil, rapeseed meal, or resale of rapeseed to external customers or to the Food segment; trading in other oils – purchases of other raw or refined oils (including rapeseed oil) from third parties intended for resale to external customers or to the Food segment. The Food Products Segment (Food) involves activities from the purchase of raw and refined oils from our Agri segment (originally bought from third parties), through the sale of refined oils, bottled oils, consumer and industrial margarines, and confectionery fat. The FOOD segment does not sell any goods to the AGRI segment. Reconciliation of sales volume, revenues and costs in inter-segment transactions Due to the adopted identification of operating segments, the Company recognizes internal sales (from the AGRI segment to the FOOD segment) of raw rapeseed oil and other vegetable oils (raw or refined) which are subsequently used for production of finished products. The volume of intra-company transactions in a period reported is measured as the amount of oil consumed in production of finished products sold by the FOOD segment in a given period – the equivalent of production sold. The raw-material oil prices as applied in the inter-segment sales (the transfer prices) correspond to the market prices quoted on commodity exchanges, and they are effective over various periods depending on the assortment of finished products of the FOOD segment. In the case of refined rapeseed oil being sold to external customers, the transfer prices from the AGRI to FOOD segment are determined by deducting (i) a fixed refining premium applicable for the given period on the basis of the market refining premiums (the difference between the market process of refined oil and raw oil) from (ii) the actual prices achieved in external sales by the FOOD segment. The cost of goods/materials sold in inter-segment transactions is measured as follows: - for sales of self-produced raw rapeseed oils – the current standard price of rapeseed, adjusted by the actual production gains and the selling price of rapeseed meal (main by-product obtained during production of raw oil); - for sales of other raw materials – at historical cost of purchase. 15
  • 16. Allocation of other operating components in the profit and loss account Cost of production – direct production costs (incurred by production departments) are allocated to individual reportable segments in line with the allocation of types of products manufactured. Indirect production costs (incurred by support departments and administration of production departments) are allocated to individual segments using fixed allocation coefficients determined for the given financial year on the basis of the planned involvement of individual departments in manufacturing of particular products. Selling expenses are allocated on the basis of the revenues generated by individual reportable segments. All expenses relating to the transactions of sale of products and merchandise recognized under the AGRI segment are allocated to this segment and, by analogy, all selling expenses relating to sales of products and merchandise recognized under the FOOD segment are allocated to the FOOD segment. General administrative expenses are allocated on the basis of attribution of particular operating departments to reportable segments. The criterion for such attribution is the type of activities performed by each department. The costs of central administration departments that manage both areas of operations are split fifty-fifty between the operating segments. Foreign exchange differences FX differences on valuation financial instruments are allocated to the AGRI segment in the following scope: - all unrealized gains/losses on financial instruments, - realized gains/losses on the execution of hedges in the portion relating to the AGRI segment and subject to hedge accounting, - all realized gains/losses on financial instruments excluded from hedge accounting. Foreign exchange differences on currency derivatives, relating chiefly to the FOOD segment and subject to hedge accounting, are allocated to the FOOD segment. The remaining foreign exchange differences resulting from measurement of the balance sheet items or from making/receiving payments in foreign currencies are allocated to the AGRI segment. Allocation of balance sheet items Inventories The criteria for allocation of inventories are coherent with the rules followed in recognition of the segment revenues, which enables detailed identification of inventories allocated to either operating segment. Settlements with suppliers and customers Both the Company's suppliers and customers have been attributed to appropriate operating segments by applying the criterion of the type of product/material purchased or the type of product/merchandise sold, respectively. Such a solution makes it possible to identify all the accounts payable or accounts receivable for each segment. The adopted allocations are reviewed with regard to their appropriateness once a year. Tangible assets Tangible assets are allocated to individual operating segments in accordance with the allocation of costs, this is by attribution of particular operating departments to reportable segments. Tangible assets under construction Any additions of tangible assets to the AGRI segment are made only once a tangible asset is commissioned to use. All expenditures for tangible assets under construction are disclosed in the FOOD segment. Intangible assets Intangible assets are allocated to operating segments provided they are specifically attributable to either segment. Debt Liabilities are allocated to reportable segments proportionally to the structure of net assets. Other balance sheet items Any balance sheet items which are not included in the primary allocation shall be a priori allocated to the FOOD segment. This is made on the assumption that any settlements with third parties which do not result from sale or purchase transactions are recognized in the FOOD division. 16
  • 17. Allocation of financial result and current portion of income tax Financial expenses and income are allocated to reportable segments proportionally to the structure of net assets. The current portion of income tax for the AGRI segment is determined by multiplying the segment pre-tax profit by the income tax rate. Whereas, the current portion of income tax for the FOOD segment constitutes the difference between the total current income tax and that of the AGRI segment. Deferred income tax is allocated to the FOOD segment except for the portion attributable to unrealized financial derivatives. Main measures and criteria for assessing the performance of business segments For the purposes of assessing the segment performance the Company uses two basic measures: - Operating profit (EBIT) - Return on net assets (RONA) Return on net assets is calculated taking into account working assets only, this is having eliminated tangible assets under construction from fixed assets. It is a crucial assumption as it allows to eradicate the impact of capital expenditures disclosed in the FOOD segment, which will be ultimately added to fixed assets of the AGRI segment. Below are presented the basic financial figures of both the operating segments. Assets and liabilities of operating segments AGRI FOOD TOTAL End of period End of period End of period End of period End of period End of period 31/03/2009 31/03/2008 31/03/2009 31/03/2008 31/03/2009 31/03/2008 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 Assets Assets 575,408 418,205 558,922 699,275 1,134,330 1,117,480 Unallocated (joint) assets - - - - - - Total assets 575,408 418,205 558,922 699,275 1,134,330 1,117,480 Liabilities Total liabilities 236,496 202,915 269,556 393,678 506,052 596,593 Unallocated (joint) liabilities - - - - - - Debt 141,790 186,864 121,062 265,249 262,852 452,113 Net assets 480,702 402,154 410,428 570,846 891,130 973,000 17
  • 18. Sales revenues and profits of operating segments AGRI FOOD ELIMINATIONS TOTAL For the period 3 months 3 months ended of 3 months ended 3 months ended 3 months ended 3 months ended 3 months ended ended 31/03/2009 3 months ended 31/03/2009 31/03/2009 31/03/2008 31/03/2009 31/03/2008 31/03/2008 31/03/2008 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 Sales revenues Sales to external 213,833 188,665 313,491 356,266 - - 527,324 544,931 customers Inter-segment sales 175,231 144,359 - - (175,231) (144,359) - - Total sales revenues 389,064 333,024 313,491 356,266 (175,231) (144,359) 527,324 544,931 Operating profit 42,381 48,233 35,659 12,829 - - 78,040 61,062 (EBIT) Financial expenses, (4,684) (3,868) (4,000) (5,491) - - (8,684) (9,359) net of financial income Pre-tax profit 37,697 44,365 31,659 7,338 69,356 51,703 Corporate income tax (6,570) (8,025) (6,149) (1,887) - - (12,719) (9,912) Net profit 31,127 36,340 25,510 5,451 - - 56,637 41,791 Other information Capital expenditures - - 682 118 682 118 Depreciation of tangible 4,127 3,804 5,848 5,802 9,975 9,606 assets Amortization of - - 239 5 239 5 intangible assets Impairment write-downs on tangible assets and - (136) - - - (136) intangible assets Return on net assets AGRI FOOD TOTAL End of period End of period End of period End of period End of period End of period 31/03/2009 31/03/2008 31/03/2009 31/03/2008 31/03/2009 31/03/2008 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 Average assets 618,593 500,571 599,651 709,323 1,218,244 1,209,893 Average liabilities 105,478 25,298 160,191 154,107 265,669 179,404 Tangible assets under - - 15,885 17,148- 15,885 17,148- construction Average net operating assets 513,116 475,273 423,575 538,068 936,690 1,013,341 Operating profit 42,381 48,233 35,659 12,829 78,040 61,062 Corporate income tax 8,052 9,164 6,775 2,438 14,828 11,602 Operating profit after tax 34,329 39,069 28,884 10,391 63,212 49,460 Return on net assets 26.8% 32.9% 27.3% 7.7% 27.0% 19.5% 18
  • 19. 12. TRANSACTIONS WITH RELATED COMPANIES Transactions concluded by the Company with its related entities involved mostly companies of the Bunge Group. It is the Bunge Group policy to execute its intra-group contracts at the transfer prices which correspond to prices in the marketplace. In line with section 1 of IAS 24, by describing such transactions the Company intends to ensure access to disclosures necessary to draw attention to the possibility that its financial position and profit or loss may be affected by the existence of related parties and by transactions and outstanding receivables and liabilities with such parties. The tables below present the aggregate amounts of transactions conducted with the Bunge Group companies as well as with other related entities. The jointly controlled undertakings, listed in the table below, are subsidiaries of Koninklijke Bunge BV. The Company has got personal connections with Akpol Spedycja Międzynarodowa Ltd. through the majority shareholder in Akpol Ltd. who is the wife of a member of the Management Board of ZT Kruszwica SA. Mr. Jerzy Starak and OLVIT B.V. (Holland) may both exert substantial influence on the Company's operations as they hold large stakes of shares and voting rights in ZT Kruszwica SA. Transactions of purchase and sale of products, goods for resale and services conducted with related companies Sales of products and Sales of services Purchases of goods for goods for resale resale and services 3 months 3 months 3 months 3 months 3 months 3 months ended ended ended ended ended ended 31/03/2009 31/03/2008 31/03/2009 31/03/2008 31/03/2009 31/3/2008 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 PLN’000 Jointly controlled companies Bunge Hungary - 2 - 1 1,070 714 Bunge Deutschland 223 - 31 - 8,092 6 Bunge 79,590 21,475 84 525 8,545 30,345 Handelsgesellschaft Bunge SA - - 1,256 741 4,228 1,931 Bunge UK 29,258 25,261 - - - 351 Polska Trade Services - - 109 2 - - Bunge SAS - - - - - - Suntrade SE - - - - 15,782 - Bunge Mathematical Institute - - 37 19 - - Bunge Austria - - - 72 4,236 - Bunge Romania - - 78 - - - Oil Center of - - 10 - - - Excellence Walter Rau Germany 302 - 8,642 - 810 - Walter Rau Poland 397 - - - - - Bunge Iberica 6,280 - - - - - ZPT Warszawa SA 11,806 24,693 784 171 30 600 Other related companies Akpol Sp. z o.o. - - - - 1,795 1,542 127,856 71,431 11,031 1,531 44,588 35,489 The Company adjusted of the amount of purchases made from Bunge S.A. in the period from 1 January 2008 to 31 March 2008. In the quarterly report for the 1st quarter of 2008, those purchases were misstated at PLN 1,690 thousand instead of the correct value of PLN 1,931 thousand. 19
  • 20. Settlements with related companies Receivables from Liabilities to related companies related companies End of period End of period End of period End of period 31/03/2009 31/03/2008 31/03/2009 31/03/2008 PLN’000 PLN’000 PLN’000 PLN’000 Jointly controlled companies Bunge Hungary - 2 2,708 1,174 Bunge Deutschland 71 - 110 - Bunge Handelsgesellschaft 16,679 1,148 580 818 Bunge SA 1,409 789 11,176 3,716 Bunge UK 2,292 4,511 - - Polska Trade Services 112 566 - - Bunge SAS - - 262,069 427,864 Suntrade SE - - 4,127 - Bunge Austria - 70 2,013 - Bunge Mathematical Institute 12 320 - - Bunge Iberica 3,404 - - - Bunge Romania 30 - - - Walter Rau Germany 99 - 1,529 - Walter Rau Poland 312 - - - ZPT Warszawa SA - 9,904 - - Other related companies Akpol Sp. z o.o. - - 176 247 24,420 17,310 284,488 433,819 Financial income and expenses under transactions with related companies Financial interest received Financial interest paid from related companies to related companies 3 months ended 3 months ended 3 months ended 3 months ended 31/03/2009 31/03/2008 31/03/2009 31/03/2008 PLN’000 PLN’000 PLN’000 PLN’000 Jointly controlled companies Bunge SAS - - 3,010 15,516 Polska Trade Services - 10 - - - 10 3,010 15,516 Results of operations with currency derivatives under transactions with related companies Gains on derivative instruments Losses on derivative instruments 3 months ended 3 months ended 3 months ended 3 months ended 31/03/2009 31/03/2008 31/03/2009 31/03/2008 PLN’000 PLN’000 PLN’000 PLN’000 Bunge Europe Finance 34,358 9,167 83,461 5,950 34,358 9,167 83,461 5,950 Transactions with Bunge S.A. (Switzerland) The Company charges Bunge S.A. for participation of its employees in services provided to other companies of the Bunge Group which were performed under the projects coordinated by Bunge S.A. Such work included consulting services within the internal audit of the Group, implementation of SAP software as well as research and development work executed for other companies of the Bunge Group as well as participation in other intra- group projects. The Company is a party to management services agreement with Bunge S.A. that has been, since January 2004r, responsible for provision of business development support to all companies incorporated in the Bunge Group. The management services include advisory services, training and consulting in the following areas: (i) optimization of production processes; (ii) capital expenditures; (iii) research and development; (iv) insurance; (v) finance; (vi) marketing; (vii) information technology; (viii) human resources management; (ix) law and taxes; and (x) optimization of purchasing processes. 20
  • 21. Research and development services are provided by research centres located in Budapest (Hungary) and Bradley, Illinois (USA). Here the task of Bunge S.A. is to coordinate service activities performed by employees of the research centres operating within the Bunge Group. Specific costs incurred by the R&D centres are allocated to particular companies of the Group using a predefined formula. As far as information technology services are concerned, the Company pays fees for the access and maintenance of the Group IT Network, participates in the cost of licences for utilized software (Lotus Notes, antispam and antivirus programs), and covers a share of centrally coordinated projects for development of business applications and ensuring security of their operation. It is the Bunge S.A. policy to purchase a portion of insurance contracts for the whole Bunge Group in order to achieve large-scale benefits. The overall cost of insurance is subsequently divided and recharged to individual companies of the Bunge Group. Transactions with Bunge Europe Finance BV (Holland) In order to hedge future cash flows resulting from the balance sheet receivables and liabilities, or from the planned transactions, or from probable future liabilities, the Company concludes with Bunge Europe Finance BV a number of currency forward and swap contracts. All the concluded contracts correspond to commodity transactions and hedge the currency exposure involved therein. Transactions with Bunge Deutschland GmbH (Germany) On 28 February 2008 the Company signed a contract with Peter Koelln KGaA (hereinafter "Koelln") under which the Company shall produce for Koelln oils and vegetable fats according to the agreed recipes and deliver these products to the German market. Additionally, as a result of tripartite arrangements between the Company, Bunge Deutschland GmbH and Peter Koelln KGaA, the Company took over the Bunge Deutschland GmbH liabilities to Peter Koelln KGaA. The above- mentioned liabilities resulted due to deliveries of refined rapeseed and sunflower oils. In the 1st quarter of 2009, the Company sold lecithin, a by-product obtained during extraction of oil from rapeseeds, to Bunge Deutschland GmbH. On 20 February 2009 the Company signed further contract with Peter Koelln KGaA, which amended the prior agreement of 28 February 2008 for supply of oils and vegetable fats to the German market. Therefore, also on 20 February 2009 the Company signed a successive agreement with Bunge Deutschland GmbH under which Bunge Deutschland GmbH, for a consideration of EUR 1,700,000, committed itself not to engage into any competitive business concerning production and delivery of such products to Peter Koelln KGaA in the period of 10 years from the agreement effective date. Transactions with Bunge Zrt. (Hungary) The Company made purchases from Bunge Zrt. of bottled sunflower oil Floriol intended for resale in the Baltic Republics (Lithuania, Latvia, Estonia). Transactions with Bunge UK Ltd. (United Kingdom) The Company concluded with Bunge UK Ltd. a number of contracts for sale of rapeseed meal in response to the limited demand for this product in the local market. Most of rapeseed meal produced by the Company and sold abroad is directed to Bunge UK which is specialized in foreign distribution of this product. Under the said agreements for sale of rapeseed meal to Bunge UK the Company incurs the costs of transportation to the buyer on the basis of relevant Incoterms. Transactions with Bunge Handelsgesellschaft mbH (Germany) Similarly as in the case of Bunge UK Ltd., the Company signed with Bunge Handelsgesellschaft mbH a number of agreements for sale of rapeseed meal. Furthermore, both companies concluded numerous contracts for delivery to Bunge Handelsgesellschaft mbH of raw rapeseed oil which is utilized in the production of biofuels. The Company cooperates with Bunge Handelsgesellschaft mbH as it has perfect insight into the market of components for production of biofuels in Germany and Austria. The Company and Bunge Handelsgesellschaft mbH use either land or marine freight forwarding in order to make mutual deliveries. In the event transportation services are ordered by the party that has no contractual obligations to pay for such services, the incurred transportation expenses are charged to the other party. Likewise, the cost of freight forwarding involved in the sale of rapeseed meal to Bunge UK is initially paid by Bunge Handelsgesellschaft and subsequently reimbursed by the Company. 21
  • 22. Furthermore, the Company entered into a number of contracts with Bunge Handelsgesellschaft mbH: - for purchase of soybean meal from Brazil in order to boost the supply of soybean meal in the Polish market; - for settlement of expenses of marine freight forwarding due to deliveries of rapeseed meal to Bunge UK Ltd. (Bunge Handelsgesellschaft mbH is specialized in provision of ship freight forwarding services and acts as a middleman in this market). In accordance with terms and conditions of contracts for mass sales/purchases of goods for resale, the parties charged each other with relevant fees and interest resulting from transportation losses, delayed unloading, storage of goods and past-due payments. Transactions with Polska Trade Services (Poland) The Company and Polska Trade Services are bound by an agreement of 26 September 2005 (as later amended) which was concluded for an indefinite period. The subject of this agreement is running the operations of Polska Trade Service in the following areas: (i) financial policy; (ii) technical support to purchasing and sales force, including market research, (iii) logistics, (iv) IT solutions, and (v) provision of services to its executive bodies. As part of remuneration payable to the Company, Polska Trade Services is obligated to reimburse any expenses incurred in implementation of this agreement. Additionally, under a rental agreement of 10 February 2005, the Company rents office space to Polska Trade Services. On 12 September 2006 the Company signed with Polska Trade Services a loan agreement under which Polska Trade Services borrowed from the Company PLN 1,000 thousand for an indefinite period of time. This was a revolving loan bearing interest based on the WIBOR rate. The whole amount of the loan was repaid on 18 June 2008. Transactions with Suntrade SE (Ukraine) In the 1st quarter of 2009 the Company bought from Suntrade SE rapeseed as well as raw sunflower oil used as a component in the production of margarines. Furthermore, the Company purchased sunflower meal from Suntrade SE in order to extend its local market offering with that product. Transactions with Bunge Mathematical Institute Sp. z o.o. (Poland) Because Bunge S.A. charged the Company with the costs of ICT connections and property insurance allocated both to the Company and Bunge Mathematical Institute, the Company is going to reinvoice an appropriate portion of those expenses to Bunge Mathematical Institute sp. z o.o. Transactions with ZPT Warszawa SA ZPT Warszawa SA has become a related company of ZT Kruszwica SA since 10 January 2006 when Olvit-Pro acquired a stake of 71.23% of shares in the share capital of that company. Since that time the Company concluded with ZPT Warszawa SA a number of agreements for sale of raw rapeseed, sunflower and soybean oils as well as for sale of refined and raw palm oil. These products were each time sold in response to a quotation enquiry submitted by ZPT Warszawa SA, provided the Company had excessive inventories. The Company has rented out to ZPT Warszawa SA machinery and equipment for packing of consumer margarines and also, under an agreement of 20 September 2005, the Company has leased to ZPT Warszawa SA railway wagons and tank cars. On 27 February 2009 the Company took over ZPT Warszawa SA and as a consequence it assumed all the rights and obligations that originally belonged to ZPT Warszawa SA. Transactions with Bunge Austria GmbH In 2009 the Company purchased from Bunge Austria refined sunflower oil that was subsequently bottled and sold in the German market. The Company charged Bunge Austria for transportation costs incurred in connection with delivery of that oil. Transactions with Walter Rau Lebensmittelwerke GmbH & Co KG (Germany) In February 2008, the Bunge Group took over a German producer of margarines, namely Walter Rau Lebensmittelwerke GmbH & Co KG. In 2008 Walter Rau Lebensmittelwerke GmbH & Co KG acted as a middleman in distribution of the Company's products (bottled oils) in the German market. 22
  • 23. On 20 February 2009 the Company concluded an agreement with Walter Rau Lebensmittelwerke GmbH & Co. KG under which the Company transferred, for a consideration of EUR 1,820,000 and with effect from 20 February 2009, some of its rights and obligations resulting from the Company's contract with Peter Koelln KGaA of 27 February 2008. In March 2009 the Company made purchases from Walter Rau of reesterized fat Hilter 98 used as a component in the production of margarines. Transactions with Bunge Iberica (Spain) Bunge Iberica S.A. is engaged in trading with grain, seeds and animal fodder. In 2009 the Company concluded a contract with Bunge Iberia for delivery of rapeseed meal. Transactions with Akpol Spedycja Międzynarodowa Sp. z o.o. (Poland) Akpol Spedycja Międzynarodowa Sp. z o.o. provides freight forwarding services to the Company, which include storage of goods at a seaport before dispatch or after receipt (exports of rapeseed meal and rape, imports of soybean meal), handling of goods at a seaport (loading, unloading), preparation of shipping documents, organization of customs clearance and quality control at the port of origin. Transactions with Bunge Romania In the 1st quarter of 2009 the Company charged Bunge Romania with the fees for engineering work concerning automation of production processes that were performed by the Company's personnel in favour of Bunge Romania. Transactions with Oil Center of Excellence In Q1 2009 the Company charged the Oil Center Of Excellence with reimbursement for travelling expenses incurred by the Company's employees taking part in the global meeting of R&D specialists. 13. ORGANIZATIONAL STRUCTURE OF THE ISSUER'S GROUP OF COMPANIES The Company is a part of the Bunge Group, a worldwide leader in processing of oilseeds and production of bottled vegetable oils. As a result of the merger, which took place on 27 February 2009 (as further described in the note "Effects of changes in the organizational structure"), the subsidiary company ZPT Warszawa SA lost its legal existence; hence, the Capital Group of ZT Kruszwica SA has been discontinued. The Company's majority shareholder is Koninklijke Bunge Besloten Vennootschap (KBBV), a company organized under the laws of the Netherlands, with the seat in Rotterdam, the Netherlands, which directly holds 65.34% shares in Kruszwica SA. The parent of KBBV, with a 100% equity interest and voting interest, is Bunge Europe SA with registered office in Luxembourg. In turn the parent of Bunge Europe SA, which directly and indirectly holds 100% of its shares and votes at the General Meeting of Shareholders, is Bunge Limited headquartered in the United States (White Plains, NY). Bunge Limited has been listed on the New York Stock Exchange since 2001. The Bunge Group business profile includes: - production of fertilizers and animal fodder, - trading in grain and oilseeds, - processing of oilseeds for the production of oils for food and biofuel industries, as well as seed meals and components of animal feed, - production of bottled oils, mayonnaise, margarines and other consumer goods, - processing of wheat and corn seeds for food industry. 14. EFFECTS OF CHANGES IN THE ORGANIZATIONAL STRUCTURE On 2 February 2009, the Company submitted to the District Court in Bydgoszcz, XIII Commercial Department of the National Court Register (the Registry Court), a request for entry into the National Court Register of the Company's merger with its subsidiary Zakłady Przemysłu Tłuszczowego Warsaw SA (ZPT Warszawa SA) as well as related amendment of the Company's the Articles of Association, including an increase of its share capital through issuance of series E shares (the Merger Issuance Shares). On 27 February 2009 the Court registered the merger and related changes of the Articles of Association. The merger of ZT Kruszwica SA (the Taking-over Company) with ZPT w Warszawie SA (the Acquired Company) was executed pursuant to art. 492 § 1 item 1 of the Polish Commercial Companies Code (the PCCC), this is by transferring all the assets of the Acquired Company to the Taking-over Company in return for the Merger Issuance Shares issued by the Taking-over Company. In accordance with the principle of universal succession set forth in art. 494 § 1 of the PCCC, the Taking-over Company assumed all the rights and obligations of the Acquired Company as of the merger date. The most 23
  • 24. significant benefits of the merger include taking over the market share, customers and supply contracts of the Acquired Company. This will enable the Company to expand its business and open fresh opportunities to seek further benefits and synergy effects of the new scale of operations. 15. OPINION OF THE MANAGEMENT BOARD ON FEASIBILITY OF MEETING THE FINANCIAL FORECASTS FOR THE YEAR The Company does not publish any financial forecasts. 16. SHAREHOLDERS WHO, EITHER DIRECTLY OR INDIRECTLY (THROUGH THEIR SUBSIDIARIES), HOLD AT LEAST A 5% VOTING INTEREST AT THE COMPANY'S GMS To the best of the Company's knowledge, at the date of publication of this report the shareholders who held directly at least 5% of the total number of votes at the Company's General Meeting of Shareholders were as follows: 1. Koninklijke Bunge Besloten Vennootschap (KBBV) with the seat in Rotterdam, which holds directly 15,018,932 shares in Kruszwica SA, representing 65.34% of its share capital, including: - 6,040,400 registered shares (26.28% of share capital), - 8,978,532 bearer shares (39.06% of share capital). The shares held by KBBV carry 15,018,932 voting rights at the Company's General Meeting of Shareholders, representing 65.34% of the total number of votes. At the beginning of the period reported KBBV held 14,280,757 shares in Kruszwica SA (and the same number of votes at the Company's GMS), which constituted an equity interest of 63.93%. On 4 March 2009 KBBV acquired directly from the State Treasury of Poland 330,000 registered shares of Kruszwica SA with the voting interest of 1.44%. As a result of this acquisition, KBBV increased its shareholding in the Company to 14,610,757 shares. Afterwards, on 2 March 2009 in connection with the merger the Company assigned to KBBV 408,175 ordinary bearer shares of series E representing 1.78% of the total number of votes at the General Meeting of ZT Kruszwica SA. Following that assignment the shareholding of KBBV in the Company increased to 15,018,932 shares representing 65.34% of its share capital. 2. Mr. Jerzy Starak who holds 3,909,540 shares in Kruszwica SA, representing 17% of its share capital and carrying 3,909,540 voting rights at the General Meeting of Shareholders. 3. OLVIT B.V. with the seat in Rotterdam, which holds 1,868,580 shares in Kruszwica SA, representing 8.36% of its share capital and carrying 1,868,580 voting rights at the General Meeting of Shareholders. 17. NUMBERS OF SHARES AND STOCK OPTIONS HELD BY THE COMPANY'S MANAGEMENT AND SUPERVISORY STAFF To the best of the Company's knowledge, at the date of publication of this report none of the Members of the Management Board or Supervisory Board held any shares in ZT Kruszwica SA. The numbers of shares held by the Company's management and supervisory staff remained unchanged since the time of publication of the previous quarterly report for the 4th quarter of 2008. 18. LEGAL PROCEEDINGS PENDING BEFORE ANY COURT, ARBITRATION AUTHORITY OR PUBLIC ADMINISTRATION AUTHORITY INCLUDING INFORMATION ON: - LITIGATION CONCERNING LIABILITIES OR RECEIVABLES WITH THE VALUE EXCEEDING 10% OF THE COMPANY'S EQUITY - ONE OR MORE LITIGATIONS CONCERNING LIABILITIES OR RECEIVABLES WITH THE AGGREGATE VALUE EXCEEDING 10% OF THE COMPANY'S EQUITY The Company is not engaged in any such proceedings. 19. INFORMATION ON ONE OR MORE TRANSACTIONS WITH RELATED COMPANIES WHICH ARE, SEPARATELY OR JOINTLY, DEEMED SIGNIFICANT AND WERE CARRIED OUT NOT ON AN ARM'S LENGTH BASIS No such transactions were conducted. 24
  • 25. 20. INFORMATION ON CREDIT/LOAN SURETIES OR GUARANTEES EXTENDED BY THE COMPANY TO ONE OF ITS SUBSIDIARIES IF THEIR AGGREGATE VALUE EXCEEDS 10% OF THE COMPANY'S EQUITY No such transactions were conducted. 21. OTHER INFORMATION ESSENTIAL FOR ASSESSING THE COMPANY'S HUMAN RESOURCES, ASSETS, FINANCIAL POSITION AND RESULTS AND CHANGES THEREOF AS WELL AS THE COMPANY'S ABILITY TO PAY OFF ITS LIABILITIES Significant trade contracts On 20 February 2009 the Company signed an amendment agreement to the contract concluded with Peter Koelln KGaA ("Koelln") on 27 February 2008 (the "2008 Contract"). As a result of the amendments introduced, the Company shall continue to produce and supply oils in favour of Koelln; however, it shall no longer provide Koelln with vegetable fats. The agreement concluded on 20 February 2009 shall be effective till 30 June 2018 and may be possibly further extended. The agreement does not provide for any restrictions concerning minimum purchases; however, should the annual volume of purchases fall under the limits specified in the agreement, the Company will have the right to terminate the agreement. The remaining terms and conditions are typical for this kind of agreements; yet they do not provide for any contractual penalties. According to the Management Board estimates, the annual turnover with Koelln under the said agreement will reach approx. EUR 11.6 million. Nonetheless, the actual amount of sales revenues will depend on the volume of orders and the purchase prices of raw materials, which must to be taken into account when determining the final prices of products to be delivered. The above-mentioned amendments were made in connection with other agreements concluded also on 20 February 2009 between the Company and other undertakings of the Bunge Group, namely Walter Rau Lebensmittelwerke GmbH & Co. KG and Bunge Deutschland GmbH, which have been described in the note "Transactions with related companies". Currency derivatives The Company is exposed to financial risk resulting from fluctuations in foreign currency exchange rates due to the fact that the selling prices of raw oil, refined oil and rapeseed meal are determined by market prices quoted in euro in the European market, and because the cost of the main raw material for production of margarines (palm oil and its derivatives) depends on the prices quoted in US dollar on commodity exchanges worldwide. In order to hedge against such risk, the Company concludes currency forward contracts for sale or purchase of the major currencies. The Company does not engage in speculative trading in derivative instruments, and any hedging transactions are made in connection with the concluded contracts for purchase of raw materials, contracts for sale of products, or net exposure to certain currency. The Company's rationale behind getting involved in any currency contracts is to hedge its future cash flows resulting from raw material purchases and product sales, both of which are denominated in foreign currencies (euro or US dollar), and also to hedge the balance of its receivables and liabilities resulting from performance of such contracts. To the extent permissible, the Company applies the hedge accounting principles that allow recognition of the effective portion of fair value measurement of hedging instruments in revaluation capital, until the time the hedged items are realized. However, some hedging instruments concluded by the Company do not fully qualify for hedge accounting in line with IAS/IFRS and some transactions are disqualified from hedge accounting following a modification of the underlying hedged item conditions so that the hedging transaction is no longer effective. The results of fair value measurement of hedging instruments excluded from hedge accounting are recognized in profit or loss of each month. The Company is not engaged in any derivatives other than forward contracts and swap transactions, which are utilized exclusively to hedge against foreign currency exposure. The objective of a swap transaction may be either changing the maturity date of a forward contract or, sporadically, conversion of the foreign currency of such contract. Until the time derivative instruments are executed, their fair value is recognized in the balance sheet as financial assets (gain on valuation) or as financial liabilities (loss on valuation) in correspondence with the reserve capital – in case of effective valuation of derivative instruments identified as hedging transactions, or in correspondence to the profit and loss account (item: gain/loss on foreign exchange differences) – in case of any other derivatives carried at fair value through profit or loss. 25
  • 26. Nominal values of unrealized currency derivatives Nominal value Nominal value in foreign currency End of period 31/03/2009 EUR’000 USD’000 PLN’000 Instruments subject to hedge accounting CURRENCY SELL Forward contracts 38,235 - 179,875 Swap contracts 8,006 - 37,796 46,241 - 217,671 CURRENCY BUY Forward contracts 9,871 4,306 61,651 Swap contracts 3,314 11,687 9,871 7,620 73,338 Instruments subject to hedge accounting, net 36,370 (7,620) 144,333 Instruments excluded from hedge accounting CURRENCY SELL Forward contracts 21,480 - 96,735 Swap contracts 4,865 - 22,675 26,345 - 119,410 CURRENCY BUY Forward contracts 10,082 3,342 58,326 Swap contracts 368 1,287 10,082 3,710 59,613 Instruments excluded from hedge accounting, net 16,263 (3,710) 59,797 Total net value 52,633 (11,330) 204,130 End of period 31/03/2008 Instruments subject to hedge accounting CURRENCY SELL Forward contracts 30,171 - 112,986 Swap contracts - - - 30,171 - 112,986 CURRENCY BUY Forward contracts 13,359 32,125 127,561 Swap contracts - - - 13,359 32,125 127,561 Net value 16,812 (32,125) (14,575) Instruments excluded from hedge accounting CURRENCY SELL Forward contracts 21,226 - 80,168 Swap contracts 2,546 9,025 23,772 89,193 CURRENCY BUY Forward contracts 28,882 4,149 114,099 Swap contracts 140 318 28,882 4,289 114,417 Net value (5,110) (4,289) (25,224) Total net value 11,702 (36,414) (39,799) 26
  • 27. Bearing in mind that vast majority of hedged items are future cash flows from sales, as a result of strong depreciation of Polish zloty as at the end of March 2009 in comparison with the corresponding period of the previous year, the Company recognized substantial unrealized losses on valuation of currency derivatives; most of which, as qualifying for hedge accounting, were recognized in revaluation capital. The above-mentioned unrealized losses were mostly recognized already at the end of the last year and they were charged to revaluation capital at that time. In the reported period of 3 months ended 31 March 2009, net result on valuation of hedging instruments improved slightly; hence, the revaluation capital was credited with the amount of PLN 1,106 thousand (or PLN 896 thousand in net terms). The results of fair value measurement of currency derivatives recognized in revaluation capital End of period End of period End of period Equity 31/03/2009 31/12/2008 31/03/2008 charge / benefit 3 months ended 31/03/2009 PLN’000 PLN’000 PLN’000 PLN’000 Unrealized gains 8,421 11,109 6,142. 2,688 Unrealized losses (40,643) (44,437) (7,593) (3,794) (32,222) (33,328) (1,451) (1,106) The results of fair value measurement of currency derivatives recognized in the profit and loss account 3 months ended 3 months ended 31/03/2009 31/03/2008 PLN’000 PLN’000 Unrealized gains (39) 791 Unrealized losses 13,091 293 13,052 1,084 Realized gains 33,094 7,676 Realized losses (62,633) (4,816) (29,539) 2,860 Unrealized losses on valuation of currency derivative instruments, recognized as at the balance sheet date, will be offset in the near future by symmetrically higher sales revenues obtained from execution of the sales contracts that were hedged with the above-mentioned currency contracts. As a consequence of the applied policy of hedge accounting, any foreign currency differences (resulting from revaluation of hedging contracts) adjust the relevant values of sales and inventories, and ultimately the cost of goods sold. Therefore the sales revenues and profit margins disclosed in the Company's financial statements are fully reflective of the results of business activities conducted by the Company, this is after elimination of the majority of FX risks involved in this kind of operations. Nonetheless, the impact of foreign currency exposure on the Company's financial statements cannot be entirely eradicated for it is impossible to utilize hedge accounting for all the business transactions nor will they ever fully satisfy the effectiveness-based criteria. Effective portion of realized currency derivatives recognized as an adjustment to the value of hedged items was as follows Purchases Sales PLN’000 PLN’000 End of period 31/03/2009 Realized gains 2,859 634 Realized losses (962) (21,065) 1,897 (20,431) End of period 31/03/2008 Realized gains - 4,108 Realized losses (2,086) (15) (2,086) 4,093 27
  • 28. Financial assets and liabilities arising from valuation of currency derivatives End of period End of period 31/03/2009 31/03/2008 PLN’000 PLN’000 Instruments subject to hedge accounting Financial assets 8,421 6,142 Financial liabilities (40,643) (7,593) (32,222) (1,451) Instruments excluded from hedge accounting Financial assets 4,311 3,746 Financial liabilities (20,957) (1,038) (16,646) 2,708 TOTAL Exercise dates of currency derivatives, by quarters as at 31 March 2009 Nominal value Nominal Fair value in foreign currency value Equity P&L EUR’000 USD’000 PLN’000 PLN’000 PLN’000 Instruments subject to hedge accounting CURRENCY SELL nd Forward contracts – 2 quarter 2009 35,315 - 166,003 (33,317) 274 rd Forward contracts – 3 quarter 2009 7,588 - 35,811 (5,452) (58) th Forward contracts – 4 quarter 2009 3,338 - 15,857 (1,321) (97) 46,241 - 217,671 (40,090) 119 CURRENCY BUY nd Forward contracts – 2 quarter 2009 7,994 7,094 62,601 6,742 (167) rd Forward contracts – 3 quarter 2009 1,849 526 10,605 1,104 18 th Forward contracts – 4 quarter 2009 28 - 132 22 - 9,871 7,620 73,338 7,868 (149) Net value 36,370 (7,620) 144,333 (32,222) (30) Instruments excluded from hedge accounting CURRENCY SELL nd Forward contracts – 2 quarter 2009 22,832 - 103,583 - (18,304) rd Forward contracts – 3 quarter 2009 3,131 - 14,168 - (1,774) th Forward contracts – 4 quarter 2009 382 - 1,659 - (157) 26,345 - 119,410 - (20,235) CURRENCY BUY nd Forward contracts – 2 quarter 2009 9,844 3,652 58,405 - 3,456 rd Forward contracts – 3 quarter 2009 235 58 1,196 - 161 th Forward contracts – 4 quarter 2009 3 - 12 - 2 10,082 3,710 59,613 - 3,619 Net value 16,263 (3,710) 59,797 - (16,616) Total net value 52,633 (11,330) 204,130 (32,222) (16,646) 28
  • 29. Exercise dates of currency derivatives, by quarters as at 31 March 2008 Nominal value Nominal Fair value in foreign currency value Equity P&L EUR’000 USD’000 PLN’000 PLN PLN Instruments subject to hedge accounting CURRENCY SELL nd Forward contracts – 2 quarter 2008 17,899 - 67,121 3,824 72 rd Forward contracts – 3 quarter 2008 10,846 - 40,659 2,200 (33) th Forward contracts – 4 quarter 2008 1,218 - 4,443 102 1 st Forward contracts – 1 quarter 2009 156 - 572 12 - nd Forward contracts – 2 quarter 2009 52 - 191 4 - 30,171 - 112,986 6,142 40 CURRENCY BUY nd Forward contracts – 2 quarter 2008 7,031 8,413 47,737 (4,108) 50 rd Forward contracts – 3 quarter 2008 3,002 14,141 45,533 (2,932) 101 th Forward contracts – 4 quarter 2008 3,019 7,477 28,259 (498) (4) st Forward contracts – 1 quarter 2009 307 2,094 5,971 (55) (4) nd Forward contracts – 2 quarter 2009 13,359 32,125 127,500 (7,593) 143 Net value 16,812 (32,125) (14,514) (1,451) 183 Instruments excluded from hedge accounting CURRENCY SELL nd Forward contracts – 2 quarter 2008 16,761 - 62,793 - 3,670 rd Forward contracts – 3 quarter 2008 3,568 - 13,457 - 796 th Forward contracts – 4 quarter 2008 2,722 - 10,278 - 568 st Forward contracts – 1 quarter 2009 541 - 1,997 - 61 nd Forward contracts – 2 quarter 2009 180 - 668 - 20 23,772 - 89,193 - 5,115 CURRENCY BUY nd Forward contracts – 2 quarter 2008 12,997 1,655 50,896 - (1,348) rd Forward contracts – 3 quarter 2008 13,493 1,571 52,366 - (1,042) th Forward contracts – 4 quarter 2008 2,358 831 10,491 - (199) st Forward contracts – 1 quarter 2009 34 232 664 - (1) nd Forward contracts – 2 quarter 2009 28,882 4,289 114,417 - (2,590) Net value (5,110) (4,289) (25,224) - 2,525 Total net value 11,702 (36,414) (39,738) (1,451) 2,708 29
  • 30. 22. FACTORS WHICH IN THE ISSUER'S OPINION WILL AFFECT ITS PERFORMANCE AT LEAST DURING THE NEXT QUARTER The main factors with a bearing on the Company's financial results include: - cost of raw materials – rapeseed and tropical oils, - availability of rapeseed, - fluctuations in currency exchange rates, - market prices of bulk rapeseed oil, - market prices of post-extraction meal, - volume of sales of the main products, - official interest rates, - macroeconomic situation. As at the end of the 1st quarter of 2009, the Company's inventory of rapeseed was 166 thousand tons. Bearing in mind that the Company is going to carry out the annual inspections and overhauls of the production lines at its oil extraction plants, the gathered inventory of rapeseed along with already contracted purchases of this raw material shall secure utilization of our production capacity till half July. Although, during the first months of 2009 we observed no negative tendencies in sales revenues, it cannot be precluded that the economic recession will have a considerable impact of the Company's financial results in the coming reporting periods. Further depreciation of Polish zloty will cause the Company to report losses from unrealized foreign exchange differences that will be subsequently compensated by higher sales revenues during the next reporting periods. In contrast, appreciation of the Polish currency shall bring immediate gains that will be gradually offset by lower revenues from sales contracted in foreign currencies during the next reporting periods. The Company carried out a sensitivity analysis of its financial assets and liabilities held in foreign currencies in order to measure the potential impact of changes in such currency exchange rates on the Company's financial statements. The Company's net profit for the 1st quarter of 2009 would be lower/higher by PLN 4,027 thousand if the Company's functional currency (PLN) depreciated/appreciated by 10% versus the major foreign currencies (USD and EUR), provided all the other variables remained unchanged. The remaining items of shareholders' equity would decrease/increase by PLN 11,691 thousand as a result of lower/higher fair value of currency derivatives designated as hedges of future cash flows. Detailed figures achieved while analyzing sensitivity of the Company's financial assets and liabilities to fluctuations in foreign exchange rates have been presented in the table entitled "Sensitivity analysis of the Company’s financial assets and liabilities". 30
  • 31. Sensitivity analysis of the Company's financial assets and liabilities (PLN’000) Foreign currency exposure risk Impact on profit Change in Impact on Change in equity profit equity Depreciation of PLN by 10% Appreciation of PLN by 10% Book value PLN’000 Financial assets Cash and cash equivalents 13,709 417 - (417) - Trade accounts receivable 188,470 3,240 - (3,240) - Impact on financial assets before taxation 3,658 - (3,658) - Income tax 19% (695) - 695 - Impact on financial assets after taxation 2,963 - (2,963) - Financial liabilities Trade accounts payable (97,342) (2,649) - 2,649 - Impact on financial liabilities before taxation (2,649) - 2,649 - Income tax 19% 503 - (503) - Impact on financial liabilities after (2,146) - 2,146 - taxation Financial derivative instruments Derivative instruments valued at fair value through profit or loss (59,797) (5,980) - 5,980 - (currency contracts) Derivative instruments identified as cash (144,333) - (14,433) - 14,433 flow hedges (currency contracts) Impact on derivative instruments before (5,980) (14,433) 5,980 14,433 taxation Income tax 19% 1,136 2,742 (1,136) (2,742) Impact on derivative instruments after (4,844) (11,691) 4,844 11,691 taxation Total increase / decrease (4,027) (11,691) 4,844 11,691 31