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A A N N N N U U A A L L R R E E P P O O R R T T 2 2 0 0 1 1 2 2 pursuant to Section 40 of the Commercial Code No. 513/1991 Coll. and pursuant to Section 20 of the Act on Accounting No. 431/2002 Coll. ....................................... Discussed by the Board of Directors on: ......................... Ing. Ľudovít Černák, CSc. Approved by the General Meeting on: 29.5.2013 chairman of the BoD Preklad zo slovenského jazyka do anglického jazyka Zadávateľ: VÝVOJ Martin, a.s. Počet strán vrátane príloh: ... Počet strán prekladu: 16 Translation from Slovak language into English language Ordering party: VÝVOJ Martin, a.s. Pages incl. appendices: ... Pages of translation: 16
Transcript
Page 1: AANNNNUUAALL RREEPPOORRTT 22001122 - vyvoj.sk · AANNNNUUAALL RREEPPOORRTT 22001122 pursuant to Section 40 of the Commercial Code No. 513/1991 Coll. and pursuant to Section 20 of

AANNNNUUAALL RREEPPOORRTT 22001122

pursuant to Section 40 of the Commercial Code No. 513/1991 Coll. and pursuant to Section 20 of the Act on Accounting No. 431/2002 Coll.

....................................... Discussed by the Board of Directors on: ......................... Ing. Ľudovít Černák, CSc. Approved by the General Meeting on: 29.5.2013 chairman of the BoD

Preklad zo slovenského jazyka do anglického jazyka Zadávateľ: VÝVOJ Martin, a.s. Počet strán vrátane príloh: ...

Počet strán prekladu: 16

Translation from Slovak language into English language Ordering party: VÝVOJ Martin, a.s.

Pages incl. appendices: ... Pages of translation: 16

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Annual Report * VÝVOJ Martin, a.s. year 2012

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1 Basic Information

Business name VÝVOJ Martin, a.s.

Address, registered office Komenského 19, 036 01 Martin

Registered in Companies Register of the District Court Žilina, section Sa, file No. 10119/L

CRN 36 381 829

VAT ID SK2020119475

Date of establishment 17.7.1998

Legal form joint stock company

Internet email: [email protected] with WEB pages: www.vyvoj.sk and www.vyvojmt.eu

The company VÝVOJ Martin, a.s. with its registered capital of €2,652,000 and 112 employees at the end of 2012 belongs to medium-sized subjects in the field of applied research, development and engineering production. VÝVOJ Martin, a.s., as engineering, production and service organization with a high portion of research, development and control activities focuses on specialized activities in engineering industry within the entire chain of research – development – design – engineering – production – service – trade with the following objectives:

1.1 to sell own products on the product market:

applications of armoured vehicles – container carriers TATRA 8x8 and vehicles TATRAPAN 6x6 and 8x8 and their subgroups (air handling units, air conditioning units, power supply systems and spare parts) for other products of special technology (including the preparation for installation of IT and communication systems) and providing service and supply loans for this groups of products,

development, production and service of technological containers with autonomous power supply in both civil and armoured design in wide assortment with various equipment and security class according to customer’s requirements,

applications of armoured vehicles RG-31, RG-32 for communication purposes,

industrial positioners with bearing capacity from 1 to 100 tonnes (both from the mass production or according to specific needs of customers) and providing of service and supply loans for this group of products,

technology and driving systems and providing of service and supply loan for this group of products

1.2 to sell engineering counselling, development services, tailor-made production and production cooperation on the service market:

counselling and support for military tests, codification,

innovative engineering during the preparation of structural funds projects within operational programmes Research and Development and Competitiveness and Economic Growth,

contractual research and development in the field of engineering with supply loan for these services provided to customers,

contractual production and production cooperation according to the customer’s documentation and supply loans for these services.

Fig. No. 1 / View of the office building after completed renovation of heat insulation in 2011

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2 Human Resources and Technical Infrastructure The highest added value of the company VÝVOJ Martin, a.s. consists in its highly skilled staff with 58 years of experience in the field of design and construction activities, as 58 years ago the manufacture of tank technology, and later also the manufacture of locomotives, engines, tractors, wheel and crawler special machines, construction and earth machines, as well as aggregates started in Martin. The qualification structure of our employees corresponds to the demands of the work performed, where 45% employees have university or higher education and 55% have secondary education. The detailed qualification structure is shown on Figure No. 2:

Fig. No. 2 / Qualification structure *Explanatory Notes: Vzdelanostná štruktúra zamestnancov Educational structure of employees v roku 2012 in 2012 Vedecká hodnosť Scientific degree Vysokoškolské II. stupňa Graduate university education Vysokoškolské I. stupňa Undergraduate university education Stredné všeobecné General secondary education Stredné odborné Vocational secondary education Stredné odborné s maturitou Vocational secondary with leaving exam

VÝVOJ Martin, a.s. and its employees have trade licences and certificates to perform professional specialized activities:

2.1 Research and development

general research and development pursuant to the certification licence of the Ministry of Education of the Slovak Republic,

research and development of agriculture and forestry machinery and technology,

research and development of road machinery and transport equipment,

research and development of rail vehicles,

research and development of military weapons and spare parts for military weapons,

electrician expert – electrical equipment designer,

development, manufacture, reconstruction, sale and service of aggregates and technology equipment for the processing industry with particular emphasis on mechanical engineering within the scope of unregulated trade licences,

development, manufacture, reconstruction, sale and service of positioners, technology equipment and robotic systems within the scope of unregulated trade licences.

2.2 Services

lease of agricultural and forestry machines and equipment for roads and highway maintenance,

counselling and expert activities in the field of quality management, regulatory activities and revitalisation processes within the scope of unregulated trade licence,

real estate lease, including parking lots for motor vehicles and lease of machines and equipment,

trade in military materials within the scope of military material specifications included in the authorisation issued by the Ministry of Defence of the Slovak Republic,

assembly and repair of measuring and regulating technology,

counselling and expert activities, engineering and project management,

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NATO stock number assignment pursuant to the authorisation of the Ministry of Defence of the Slovak Republic,

organisation of courses, training and lectures.

2.3 Trade and production

wholesale within the scope of unregulated trade licence,

production, repairs, modifications, purchase and sale of agriculture and forestry machinery and technology,

production, repairs and modifications of road machinery and transport equipment,

production of machines and equipment for general purposes,

trade and services agency.

2.4 Structure of employees

The company started the year 2012 with 111 full-time employees and the number of employees increased to 112 by the end of the same year. The company employment remained at approximately the same level throughout the year. The employment of skeleton staff ranged monthly from 109 to 117 employees. The number of contract-based employees (performance contracts and trade licences) fluctuated during the year from 8 to 24 employees monthly. The number of all employees of the company is shown in the Fig. No. 3.

Fig. No. 3 / Development of employment *Explanatory Notes: Zamestnanosť v roku 2012 Employment rate in 2012 Počet Number Zamestnanci a.s. Employees of the joint stock company Zmluvní (dohody, živnosti) Contract-based employees (performance contracts and trade licences) Celková zamestnanosť Total employment

The year-on-year drop of sold products of the company by 74% did not significantly affect the employment, as the company provided during the year at its own cost development and implementation of three primary projects (containers SHELTERS, container carrier TATRAPAN 8x8 CC and tower VK 30), revenues of which will show in following years. The structure of skeleton staff according to categories is shown in the Fig. No. 4 :

THP-J unit designers and technicians

THP-R oncost office works and service activities

R-J unit production workers

R-R oncost aid workers

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Fig. No. 4 / Development of the structure of employees

*Explanatory Notes: Zamestnanosť v roku 2012 Employment rate in 2012 Počet Number

Out of 112 employees in 2012 18% were women, the average age of employees was 44.13 years, what represents a „slight increase“ as compared to the previous year by 0.23 years. The number of employees with reduced labour ability (handicapped workers) was 5, which means that the company was not obliged to pay any additional contributions to the Office of Social Affairs and Family. The average salary at the end of 2012 was in the amount of 851 EUR. Total average salary of 2012 was 924 EUR, which means an increase as compared to the 2011 average by 8.5%. In connection to business activities of the company in the field of defensive technology and the validity of the licence for the sale of military material, the National Security Authority of the Slovak Republic verified for the level of “confidential”, 56 employees with regard to the protection of classified matters (personal security), which number represents 50% of all employees. Due to increased administrative security and security of buildings and other items, the company also holds the certificate of industrial security confirmed by the National Security Authority.

2.5 Certification of the company management system

The company vindicated in 2012 in the supervisory audit performed by the Defence Standardisation, Codification and Government Quality Assurance Authority at the Slovak Ministry of Defence the Certificate of Compliance of the Quality Assurance System with requirements of the Slovak Defensive Standard AQAP 2110: 2010. The certified company QSCERT, Zvolen performed the audit of the company with following results of vindication and acquisition of certificates:

vindicated certificate pursuant to the ISO 9001:9008 (quality management system),

vindicated certificate pursuant to the BS OHSAS 18001:2007 (safety of work and protection of health at work),

new certificate pursuant to the ISO 9001:2008 in combination with the ISO 3834-2:2005 (quality management system for fusion welding of metal materials),

continued certificate pursuant to the ISO 14001:2004 (environmental behaviour of the company). The integrated management system was completed to the level of 20 managed processes pursuant to the ISO 9001.

Fig. No. 5 / Certificates of the management system of the company

The company has an audit of competence to perform research and development in compliance with Act No. 233/2008 Coll., valid until October 2015 performed by the Ministry of Education of the Slovak Republic, which confirmed not only the professional approach but also system and technological infrastructure for the performance of research and development of the company.

The company has since 2011 an increased level of CAD/CAM design & construction systems increased after introducing PDM WORKS, as extension of SolidWord for correct mutual exchange of e-documentation and implementation of a new software application 3DVIA Composer for installation and service procedure solutions, catalogues and visualization of the training of operating personnel.

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In 2012, the company, in order to enlarge further the business activities, implemented on 1.8.2012 a complex information and economic system for the project management of business plans with a complex contract structure and launched the implementation of the ERP information system QAD Enterprise Applications to the company management system. The full use of the system is related to the internal restructuring in order to increase the effectiveness and quality customer-oriented service.

2.6 Education of employees

The education of employees was in 2012 focused in compliance with the education plan to improving qualifications of technicians especially in the field of using the new CAD software and gaining knowledge in the field of high-tech, enhancing universal skills of production workers, informing about progressive technologies, results in the field of science and technology and trainings leading to acquisition of system changes resulting from applied international management standards.

23% of all education activities was aimed at the improvement and familiarization with the integrated management system (IMS) and 77% at specialized professional education. With regard to the implementation of the QAD information system, the system supplier MINERVA Zvolen trained employees of the company for individual modules of the implemented system.

Total costs spent for education in 2012 (outside the QAD implementation) represented €17K, which recalculated to the number of 112 employees in 2012 represents the investment of the company into education of employees in the amount of 152 EUR per employee.

3 Organization Structure and Executive Bodies of the Company In 09/2012 a change of owners occurred (transfer of 85.9% share of stock from the SITNO Holding a.s. Kremnica to the SITNO a.s. Bratislava) and new executive and supervisory bodies of the company were elected at the extraordinary General Meeting on 17.12.2012.

3.1 Executive bodies until 17.12.2012

Executive bodies - Board of Directors of the company Name and surname Body name

Ing. Ľudovít ČERNÁK, CSc. chairman of the BoD

Ľudovít ČERNÁK, ml. member of the BoD

Ing. Jiří HEDĚNEC member of the BoD

Ing. Ľudovít KMEC, CSc. member of the BoD

Ing. Jozef KOŽÁR member of the BoD

Supervisory bodies - Supervisory Board Name and surname Body name

Ing. Milan BUGÁŇ chairman of the Supervisory Board

Ing. Miloš LIETAVA member of the Supervisory Board

Ing. Milan LACA member of the Supervisory Board

3.2 Executive bodies from 17.12.2012

Executive bodies - Board of Directors of the company Name and surname Body name

Ing. Milan SLAŠŤAN chairman of the BoD

Ing. Jiří HEDĚNEC member of the BoD

Ing. Marian STANÍK member of the BoD

Supervisory bodies - Supervisory Board Name and surname Body name

Ing. Bohuslav LIPOVSKÝ member of the Supervisory Board

Ing. Miloš ČERETKA member of the Supervisory Board

Ing. Milan LACA member of the Supervisory Board

3.3 Executive company management in 2012

Name and surname

Ing. Jiří HEDĚNEC general director

Ing. Nikoleta CIRBUSOVÁ HR director

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Ing. Ľudovít KMEC, CSc. director of engineering services section

Ing. Vladimír KRESÁK sales director

Ing. Jozef KOŽÁR director of communication systems section head security manager

Ing. Miroslav POCHYBA director of ground systems section

Ing. Stanislav PITOŇÁK production director

Ing. Romana ŠOŠKOVÁ director of control and quality section management representative for quality

Ing. Ján KUBIŠ senior manager for safety and protection of health at work

Ing. Ivana JANÍKOVÁ head environmental manager

4 Activity Development of the Accounting Unit

4.1 Financial analysis

The economy of the company was affected in 2012 by investing into own development for both currently solved and future projects. The company invested most into the long-term intangible property (project SHELTERS) and manufacture of prototypes (carrier of containers TATRAPAN 8x8 and shooting tower VK 30). These investments significantly impacted the economy of the company and reduction of profit in 2012, but at the same time increase the financial standing of future business cases of the company.

INVESTMENTS of the biggest projects value (K€)

Design documentation for the project SHELTERS 1 599 Prototype TATRAPAN 8x8 761 Shooting tower VK 30 96

TOTAL INVESTMENTS 2 456

Investors can through the profitability of equity capital determine if their capital is reproduced with due intensity corresponding to the risk of investment. Final annual value of the indicator reaches 1%. The cause of this unfavourable status is primarily the achievement of weak trading result due to low invoicing and massive investing into the long-term property of the company. The course is shown in the Fig. No. 6.

Fig. No. 6 / Profitability of equity capital – course in 2012 *Explanatory Notes: Rentabilita vlastného kapitálu Profitability of equity capital Vlastné imanie Equity

The basic indicator that usually expresses the total indebtedness is the ratio of total liabilities to total assets. It is called the creditor risk indicator (debt ratio). The indebtedness of the company increased year-on-year by 28%, especially due to drawing loans from TATRABANKA. The increase is shown on the fig. No. 7.

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Fig. No. 7 / Growth of indebtedness in 2012 *Explanatory Notes: Záväzky Liabilities Aktíva Assets

4.2 CASH FLOW

Figure No. 8 shows that the company had in the first quarter 2012 income from last delivered containers for the MOKYS project, which were delivered in the period from December 2011 until January 2012. The commencement of production of the prototype of the container carrier TATRAPAN 8x8 in 03/2012 and containers SHELTERS in 05/2012 resulted in the increase of costs for the purchase of material and cooperation for said projects and the financial income at the same time rapidly dropped. The said situation was solved by entering into the contract on revolving loan in 07/2012 with loan framework €3,000K to cover projects SHELTERS, MOKYS and ALES. Drawing of loan funds from the current loan was started in 04/2012 and in 07/2012 drawing of revolving loan was started as well. In addition to said loans, the company entered in 06/2012 also in the contract on consumption loan to cover costs of the TATRAPAN 8x8 in the amount of €305K. All loans were provided by TATRABANKA.

Drawing of loans from TATRABANKA as of 31.12.2012 value (K€)

Revolving loan 2 612 Current loan 340 Consumption loan 268

TOTAL 3 220

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Fig. No. 8 / Cash flow of the company in 2012 (in individual months) *Explanatory Notes: Stav účtov Balance of accounts Príjmy Incomes Výdaje Expenses

4.3 Implementation of the business plan 2012

A total of 152 business cases were dealt with in 2012 (projects - orders). Out of the total planned volume of incomes from the sale of products and services €7,872K, the plan was fulfilled to 34% what represents the volume of €2,666K. Figure No. 9 shows the portfolio of business activity of the company in years 2008 - 2012. The biggest 58% share in sales belong for the last 5 years to the sale of products and services in the field of defence - special technologies.

Field of sale (values in K€)

2008 2009 2010 2011 2012 Total % share

Innovations 1 055 155 2 478 1 810 115 5 613 23.77% Defence technology 1 848 2 793 306 7 263 1 580 13 790 58.40% Technologies 465 217 369 24 199 1 274 5.40% Positioners 493 116 138 67 74 888 3.76% Cooperation and services 74 38 31 527 542 1 212 5.13% Lease services 106 100 95 94 91 486 2.06% Goods and others 10 42 10 221 65 348 1.47%

TOTAL 4 051 3 461 3 427 10 006 2 666 23 611 100.00%

Fig. No. 9 / Trend of the business activity portfolio *Explanatory Notes: Inovácie Innovations Obranná technika Defence technology Technológie Technologies Polohovadlá Positioners Kooperácie Cooperation Služby Services Tovar a ostatné Goods and others

Within its business activities and sale, the company focused its attention in 2012 to the currently biggest project C2 Shelters for FMV. In compliance with conditions of the general contract, negotiations about the conclusion of further contracts for deliveries took place repeatedly, what resulted at the end of 2012 in the acquisition of new order of a total of 57 containers (shelters) with delivery date in years 2013 and 2014. In the field of defence technology steps were taken to maintain good relations with decisive partners such as BAE Systems or ALES, what created the basic precondition for the acquisition of new projects in years 2013-2014. An intensive work took place with regard to the acquisition of order for the delivery of

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carriers for the Armed Forces of the Slovak Republic. The production of the prototype of this vehicle in design TATRAPAN 8x8 CC was initiated in close cooperation with the technical department, which vehicle was for the first time introduced to the public and circle of potential customers at the IDEB fair Bratislava in May 2012. Subsequently several demonstration events and corporate tests of the vehicle were organised as the necessary precondition for the future contracting of deliveries with the Ministry of Defence of the Slovak Republic. This project should represent a significant contribution to the fulfilment of planned tasks of the company in years 2013 and 2014. Intensive negotiations with a foreign partner with regard to the project of building repair capacities for recovery tanks VT 72 B continued during the whole year. We participated in the tender within the first stage of the project (the stage of implementation documentation elaboration), which should lead to contracting in the first half year of 2013. In relation to real demand from the foreign customer we prepared the possibility of production and deliveries of a modernised shooting tower with the option of installation on both caterpillar and wheel armoured vehicles. Business activities for the sale of goods to foreign partners on the Slovak market were also started in 2012. In reference to the said we succeeded in conclusion of representative contracts with companies Česká zbrojovka Uherský Brod and Rheinmetall Germany. Activities in the field of sale of civil products were aimed at projects for the range of customers acquired in recent past. As a result, we signed contracts for important projects with companies Zentiva, a.s. Hlohovec and Prvá zváračská, a.s. Bratislava, the performance of which was started in the common year and delivery is expected in the first half year of 2013. We also obtained several interesting demands for development and delivery of test stands for the railway sectors from customers on the domestic market and in the Czech Republic. Until October we also dealt with the production of weldments for our partner PPS Group, a.s. Detva in regular monthly batches of 20 pieces. Even though this production was interrupted with regard to the situation on the market, there is a real chance for restart in the course of 2013. The aim of all activities was to obtain new contracts for the current period as well as for the following year. Despite the fact that it did not significantly show in results from 2012, we can say that real preconditions for the return of the company into positions from 2011 were created - evaluated from the perspective of expected turnover as well as the total trading result.

Fig. No. 10 / Ceremonial exit of container carrier TATRAPAN 8x8 CC - from the production to the fair IDEB 2012

4.4 Overhead costs analysis

Total overhead costs reached in 2012 volume of €2,676K. As compared to the previous year, the increase of overhead costs was only by 2%, and the company maintained the planned overhead (plan 350%, reality 353%). Ten biggest items of overhead costs in 2012 are shown in the below table:

TYPE OF COST value (K€)

Overhead wages 938.8

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Deductions 505.1 Depreciation 353.8 Services 246.6 Overhead material, protective means, fuel, long-term tangible investment assets

162.2

Energies 115.5 Audit, bookkeeping, agency 55.1 Severance pay, social costs and social fund 51.3 Repairs and maintenance 49.6 Interest, leasing, exchange rate differences 47.7 Other costs 150.0

TOTAL COSTS 2 675.7

Fig. No. 11 / Shooting tower VK 30

5 Expenditure on Activities in the Field of Engineering and Development Key research and development activities of the company in 2011 included innovative defence technology solutions covering, at the applied research level, an increased anti-mine protection, ballistic resistance and electromagnetic radiation protective device manufactured using new materials and technologies, security of crews and operators, new container carrier and industrial positioners with bearing capacity exceeding 5 tonnes and design and technological research of austenitic steal.

Fig. No. 12 / International protection of research and development results –C2 Shelters In relation to the design research, technological research also took place in close cooperation with following partners:

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FEI STU Bratislava,

Academy of Armed Forces Liptovský Mikuláš,

Military Technical and Testing Institute Záhorie,

VOP CZ, s.p. Vyškov.

Fig. No. 13 / Test of container COS C2 Shelters Fig. No. 14 / Test of GEN SET COS C2 Shelters

Following projects outside those specified in the introduction of this chapter were started within the preparation of research solutions and conditions for future development solution of new production programmes for years 2013 - 2015:

• intelligent shelters with remote diagnostics and own security monitoring system, • control of group movement of flying pilotless means based on biological principles, • mobile delaboration shelter ammunition workplaces.

Total costs for these innovation activities were in 2012 in the amount as stated in the chapter 4.3.

6 Financial Situation in the Accounting Period The regular General Meeting approved business plan for 2012 with the profit min. €311K before taxation, what meant a drop by 257% as compared to the plan for 2011. The profit before taxation for 2012 was €34K, what represents the fulfilment of the profit plan by 11%. The figure No. 15 shows the course of profit creation in 2012.

Fig. No. 15 / The course of trading result in 2012 *Explanatory Notes: HV - skutočnosť Trading result - reality HV - plán Trading result - plan

The average required added value was set for 2012 to the amount of 2,650 EUR / employee / month. The total added value was reached in the amount of 1,900 EUR / employee / month, what represents 71.7% of the plan. (K€)

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TYPE OF COST value

Costs of goods, material, energies sold 2,832.04 Repairs, travel expenses and services 1,589.61 Salaries and social costs 2,059.80 Taxes and fees 25.06 Other operational expenses 38.97 Depreciation, reserves and rectifying items 353,76 Financial costs 62.33 Extraordinary costs 0.00

TOTAL COSTS 6,961.57

TYPE OF REVENUE value

Performance and goods sales 2,630.96 Change of status of unfinished work and products 2,703.48 Activation of assets, material and services 1,613.88 Other revenues from economic activity 49.26 Clearing of reserves and rectifying items of revenues 0.00 Financial revenues 12.87 Extraordinary revenues 0.00

TOTAL REVENUES 7,010.46

TRADING RESULT before taxation 48.89

Taxable trading result 57.28

Trading result after taxation 34.89

The annual financial statements were audited in compliance with Act No. 431/2002 Coll., on Accounting, by Ing. Rumannová, an auditor of the Slovak Chamber of Auditors which in her report of an independent auditor for shareholders dated 15 April 2013 confirmed that the annual financial statement for 2012 gives a true view of the financial position of the company. The auditor’s statement to the annual report is attached hereto as its integral part. The report of an independent auditor on annual accounts as of December 31, 2012, completed by the balance sheet, the profit and loss statement and the notes to the financial statement as of December 31, 2012 are attached hereto as an independent annex.

7 Property Structure The property of the company reached as of 31.12.2012 volume of €8,738K. Changes occurred in the volume and in the property structure in 2012 when the property of the company increased as compared to 2011 by €2,646K. The biggest share in the property growth had long-term intangible assets (increase by €1,529K), unfinished production (increase by €2,703K), material stock (increase by €432K). On the other hand, property in receivables dropped most significantly (decrease by €1,950K). Figure No. 16 shows the property structure of the company as of 31.12.2012.

Fig. No. 16 / Property structure of the company *Explanatory Notes: Dlhodobý nehmotný majetok Long-term intangible assets

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Pozemky Lands Stavby Buildings Samostatné hnuteľné veci Individual movable things Obstarávaný DHIM Procured long-term tangible investment assets Materiál na sklade Material on stock Nedokončená výroba Unfinished production Výrobky a tovar Products and goods Pohľadávky Receivables Účty a pokladňa Accounts and cash Ostatné Other

The premises of the company are located on the site with an area of 27,154 square meters and consists of an eight-floor administrative building of the design and construction section, two production halls, 1,296 square meters each, a still-room and a warehouse building. The company has 2 parking areas for motor vehicles with capacity of 80 parking slots and 2 meeting rooms. The office and laboratory premises are connected to the telecommunications network with own automatic digital switchboard and the INTRANET computer network which is connected to own e-mail, intranet and CAD servers serving to the exchange and sharing of joint documents and construction documentation. The main administrative building is equipped with utility mains and management system through which also the buildings of the neighbouring companies are connected. The Internet access system and the attendance and access control systems are managed through the access right matrix. All key employees (49% of employees) have access to the services of a mobile phone network operator under a fleet agreement.

8 Enviromental Behaviour In 2011, the company VÝVOJ Martin, a.s. followed the own corporate environmental policy and programme and fulfilled all environmental objectives in compliance with the implemented standard STN EN ISO 14001: 2004 that was successfully confirmed by re-certification. Despite the changes on the market, the company continued to separate waste and hazardous waste disposal through authorised waste processors, not only petroleum products but also dyes and electro material. 1580 kg of mixed paper and cardboard was returned through material collection yard in 2012, what represents a drop as compared to 2011 by 440 kg. This drop was caused by reduced purchase of spare parts for the production.

Heat consumption The company consumed 4695GJ of heat in 2012, what represents as compared to 2011 (5605GJ) saving by 16%. We hereby

fulfilled also the commitment resulting from the project - „Reduction of energy demand of objects“.

Electricity consumption The company consumed 343 MWh in 2012. The increase of electricity consumption in 2012 as compared to 2011 (334 MWh) was caused by increased business activities and growth of the number of employees.

Water consumption The company consumed 5846,55 m

3 of water in 2012, what represents as compared to 2011 (6 231 m

3) saving by 6%.

Two emergency situations that occurred in 2012 within the company premises confirmed the currency of emergency plans and staff and material readiness to deal also with this kind of events. The course of the environmental behaviour process is evaluated in a separate annual report of 30.1.2013, which forms an individual annex to this annual report.

9 Events of Particular Importance Occurring after the End of Accounting Period In the period from 01 January 2013 until 31 March 2013 when the financial statement for 2012 was processed, the company was developing on stable basis and no events of particular importance occurred. Performed changes of executive bodies as of 11 March 2013 do not have any impact on the accounting of the company.

10 Acquisition of Equity Shares, Interim Certificates, Ownership Interests and Shares In 2012 the company has acquired neither any own equity shares, interim certificates nor owned any ownership interest

and any shares in other companies. The company issue 156,000 book-entry shares in the nominal value of EUR 17.0 per

share; the type of shares: publicly not marketable registered shares. As at December 31, 2012, the company VÝVOJ Martin

a.s. had registered capital in the amount of EUR 2,652,000.00 which remained unchanged.

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11 Expected Future Development of the Company

11.1 Orientation to customers

In 2013 the company will further develop as a research and development, engineering and technical, production and trade centre. While performing its business activities, VÝVOJ Martin, a.s. focuses on the needs of its customers from the external business environment, paying attention to the programmes with high added value and foreign markets. The fundamental principle of this orientation is the understanding of current and future needs of customers and ensuring that their needs are met; and through innovative activities and proactive approach to fulfil their requirements and expectations at a high-standard and high-quality basis.

11.2 Management of VÝVOJ Martin, a.s.

Through the implementation of its quality assurance policy, business, environmental, personnel and safety policies, as well as the safety and protection of health at work policy, the social policy and the ethical approach to the management, the company creates a positive image of the company, promotes a uniform approach to the fulfilment of the purposes of its business activities, the focusing of the company, as well as the creation of a sound and healthy working environment. It creates conditions for fully-fledged involvement of the employees to the working process and fulfilment of the quality assurance quality, business, environmental, personnel, security and social objectives, as well as the objectives in the field of safety and protection of health at work and the implementation of the business plant for 2013.

11.3 Involvement of employees

Employees of VÝVOJ Martin, a.s. are effectively engaged, while holding their posts, in the working process and utilise their skills for the benefit of the company and for the achievement of the business activities of the company. The system of motivation based on the customer satisfaction, efficiency, performance and qualification improvement together with the personnel and social policies have a positive impact on work performance. . The top management will support innovation activities of employees and will create conditions for the protection of such created intangible assets through industrial rights and copyrights.

11.4 Process-oriented approach

The management of the company VÝVOJ Martin, a. s. applies on the management of the company process-oriented approach for the purpose of efficient achievement of required outputs in order to effectively manage utilisable resources and activities in the company as a process. Within this process, the company expects in 2013 the improvement of efficiency, mutual interconnection and actuality of information necessary for the improvement of managing processes with overall application of the information system QAD.

11.5 Integrated approach to management

The fundamental strategic decision of the top management of the company VÝVOJ Martin, a.s consist of the identification, understanding, creation, documentation and application of the system of management of mutually related process aimed at a specific objective. The management system forms an integral part of the functioning of the company. Within the systemic assurance of the conditions for the implementation of business objectives in the field of defence technology, the company has already, since 2009, managed the company through the integrated management system certified under international standards STN EN ISO 9001: 2005, Slovak Defensive Standard AQAP 2110:2010, STN EN ISO 14001:2005 a STN OHSAS 18001:2007. The industrial security implemented within this system has been confirmed by the Slovak National Security Authority and professional research and development methods have been confirmed by the certificate of the Slovak Ministry of Education research and development.

11.6 Constant improvement

The management of the company VÝVOJ Martin, a.s. undertakes to improve consistently all processes leading to the prosperity of the company including permanent improvement of the effectiveness of the company’s management system. The management of the company VÝVOJ Martin, a.s. regularly revaluates the fulfilment of objectives of individual policies, and in particular the quality assurance objectives through the coordination of the implementation of the business plan and the preparation of new business plans in order to ensure the stability and liquidity of the company. The pre-project preparation of improvement represents a large portion of the permanent improvement of the processes with regard to the planning where in the field of the medium term planning projects for the future innovation objectives and related investments are being prepared under the Structural Funds and other additional funds in order to ensure personnel, financial and knowledge resources in order to support competitiveness, sustainability and for research and development in the European area.

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Fig. No. 17 / container carrier TATRAPAN 8x8 CC at the fair IDEB 2012

11.7 Fact-based decision making

The management of the company VÝVOJ Martin, a.s. bases its decision on the analysis of any and all available data and related information in order to improve efficiency of the decision-making activities.

11.8 Supplier relations with mutual benefit

The management of the company VÝVOJ Martin, a.s. creates preconditions for continuous improvement of its supplier-customer relationships through the implementation of transparency of selection procedures, including public tenders and public procurement, using the tools for the support of mutual trust and the performance of required quality in order to achieve mutual benefits. VÝVOJ Martin, a.s. does not have monopoly position with any commodity with regard to deliveries of goods and services.

12 Proposal for Profit Distribution On the grounds of results of the financial statement, the company created in the past accounting period from 1 January 2012 until 31 December 2012 profit after taxation in the amount of €34,894.49. The Board of Directors proposes to use part of the profit from the period from 1 January 2012 until 31 December 2012 for the completion of the reserve fund in the amount of €3,489.45. The Board of Directors proposes to put the rest in the amount of €31,405.04 to the account of undivided profit from past years in the financial statement as of 31 December 2012. Done in Martin, this 24

th day of April 2013

Elaborated by: Ing. Milan Laca et al.


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