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Valamar Riviera d.d.

Annual Report Feb 13, 2015

2085_10-q_2015-02-13_7f71434c-722c-479f-a693-c11a59511424.pdf

Annual Report

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HANFA- Croatian Agency for Supervision of Financial Services Miramarska cesta 24 b, p.p. 450 10000 ZAGREB

HANFA – Official Register of Regulated Information

Zagreb Stock exchange Ivana Lučića 2a 10000 ZAGREB

In Poreč, 13.02.2015. Reg.no:10-11/15

Subject: The provisional, unaudited, consolidated and unconsolidated financial statements for 2014 and the fourth quarter of 2014 - delivery

Valamar Riviera d.d. seated in Poreč, Stancija Kaligari 1, OIB: 36201212847 (hereinafter: Company) in accordance with provisions of Law on Capital Market, hereby delivers for publication provisional, unaudited, consolidated and unconsolidated financial statements of the Company for 2014 with quarterly reports included for the fourth quarter of 2014, and other documents everything in prescribed content

At the same time we announce that the above-mentioned reports will be published on the Company web site www.riviera-adria.com in the prescribed content and delivered to HINA by notification.

Kind regards,

Management board of Valamar Riviera d.d.

Pursuant to the provisions of the Law on Capital Markets, Companies Law and Accounting Law, the Management Board of the Valamar Riviera d.d., with headquarters in Poreč, Stancija Kaligari 1 (hereinafter: the Company) submits the following

MANAGEMENT BOARD REPORT ON THE STATUS OF THE COMPANY (Management Report)

for the period of the fourth quarter (from 1 Oct 2014 to 31 Dec 2014)

and

the interim annual unaudited business report (from 1 Jan 2014 to 31 Dec 2014)

Major Business Events

The management boards of the companies Riviera Adria d.d., Valamar grupa d.d. and Valamar Adria holding d.d. signed in June 2014 a contract on the merger of Valamar grupa and Valamar Adria Holding into the Riviera Adria company. The general assemblies of all the three companies approved the respective contract in August 2014. The merger transactions were completed on 30 September 2014 and registered at the Commercial Court in Rijeka. Simultaneously the company registered a change of name from Riviera Adria d.d. to Valamar Riviera d.d..

On 15 December 2014 the merger of the subsidiary Linteum savjetovanje d.o.o., Zagreb into Valamar Riviera d.d. was completed while on 18 December 2014, the process of merging the subsidiary Valamar hoteli i ljetovališta d.o.o., Zagreb into Valamar Riviera d.d. was initiated by concluding the relevant merger contract.

The aforementioned transactions represent a continuation of the statutory reorganisation and legal mergers of the companies within Valamar group. The process initially started back in 2011 by merging tourism companies Zlatni otok d.d. and Rabac d.d. into Riviera Adria d.d. and was continued in 2013 by further merger of the subsidiary company Dubrovnik-Babin kuk d.d. into the mother company Riviera Adria d.d., whereby a leading tourism company in Croatia was created.

The prime goal of this restructuring is to consolidate operational management, the hospitality asset portfolio and the shareholding structure of the Group into one strategic entity for tourism activities, ultimately resulting in operating efficiencies, strengthening of the balance sheet, value creation for more than 22,000 shareholders and more transparent corporate governance as well as easier financial valuation..

The consolidated Valamar Riviera Group operates in Istria and Kvarner and Dubrovnik. It owns the brands Valamar Hotels & Resorts and Camping Adriatic by Valamar and a hospitality property portfolio encompassing 22 hotels, 7 apartment resorts, 2 hostels and 10 campsites; it can accommodate approximately 43 thousand guests daily, which makes it one of the largest tourism companies in Croatia.

The Company Management Board presents the 4th quarter and annual interim unaudited business reports for 2014, with the emphasis on viewing the respective reports in the context of the above mentioned statutory changes, and provides the information on the Company and major events.

The Company's financial statements for 2014 include the results of the merged companies Valamar grupa d.d. and Valamar Adria Holding d.d. for the period from 1 October 2014 to 31 December 2014, and those of Linteum savjetovanje d.o.o. for the period from 16 December 2014 to 31 December 2014. All major changes in the financial statements should be observed as a result of the mentioned

merger transactions. We would like to further emphasize that the figures of the current year are not entirely comparable with the figures of the past period also due to the conducted merger of the subsidiary Dubrovnik–Babin kuk d.d. on 31 October 2013.

The 2014 Group financial statements comprise the consolidated business of (1) Valamar Adria holding d.d., Valamar grupa d.d., Linteum savjetovanje d.o.o. and Epima d.o.o. on the stand-alone basis until the time of their respective mergers and thereafter through their universal legal successor (Valamar Riviera), (2) year-round results of Valamar hoteli i ljetovališta d.o.o., Valamar Hotels & Resorts GmbH Franfurkt am Main, Puntižela d.o.o., Bastion upravljanje d.o.o., Citatis d.o.o., Elafiti Babin kuk d.o.o., Palme turizam d.o.o., Magične stijene d.o.o., Pogača Babin kuk d.o.o., Bugenvilia d.o.o., as well as (3) Valamar poslovni razvoj d.o.o. (the latter exclusively for the period from 1 October 2014 to 28 November 2014). Therefore, all major changes in the financial statements should be observed as a result of the said mergers and changes in the organisational and legal structure of the Group. We would like to emphasize that the figures for the current year are not entirely comparable with the figures from the previous period, whereby we point to the possibility of comparing the reported results with the consolidated financial statements for the Valamar grupa d.d. in 2013.

The Results of the Group

The Valamar Riviera Group (hereinafter in the Report: the Group) is predominantly a hospitality company comprised of companies listed in the previous paragraph. The business of the Group is of a seasonal character; the main volume of the Group's business is realised in the period of the second and third quarter, i.e. in the period of the main tourist season.

In the reporting period, together with all the companies that have been consolidated the Company achieved total revenues in the amount of HRK 1.116 billion, i.e. HRK 30 million or 2.76% more compared to the same period in 2013.

The share of sales revenue in total revenues is 96.22% (96.46% in 2013), International sales revenues account for 88.40% (85.85% in 2013) of total revenues, while those from the domestic market account for 7.82% (10.61% in 2013). The international sales revenues grew 5.80% compared to the same period in 2013, while the domestic ones decreased by 24.22%.

Sales revenues have increased HRK 26.21 million (2.50%) compared to the same period last year and amount to HRK 1.074 billion, of which HRK 987 million come from international markets, i.e. 91.87% (89.0% in 2013), while HRK 87 million or 8.13% (11.0% in 2013) originate in the domestic market. When making a comparison with last year's sales revenue, we would like to point to the unfavorable circumstance of the increase in the VAT rate for the hospitality and accommodation services as of 1 January 2014 (the VAT rate was increased from 10% to 13%) the impact of which on the Group sales revenues is estimated at approximately HRK 26 million.

In the observed period, the Group has realised 4,284,979 overnights, which is a decrease of 1.3% primarily due to a decreased demand for Istrian destinations. By destinations in which the Group operates, there were 1.9% overnights less in Poreč, 6.4% less in Rabac, 3.5% less in Pula, 3.6% more in Krk and 3.8% more in Dubrovnik, compared to the same period in 2013. The annual accommodation revenue per available unit (RevPAR) amounts to HRK 51,694 with the annual occupancy of 122 days and the average daily rate of HRK 424.

The annual accommodation revenue per available unit (RevPAR) in the 4* and 5* hotels amounts to HRK 131,480 with an annual occupancy of 166 days and an average daily rate of HRK 791; in the 2* and 3* hotels and apartments including hostels RevPAR was HRK 64,816 with an annual occupancy of 143 days and an average daily rate of HRK 455, while in the campsites it amounted to HRK 20,919 with an annual occupancy of 98 days and the average daily rate of HRK 212.

By destinations in which the Group operates, annual accommodation revenue per available unit (RevPAR) amounts to HRK 42,189 on the Western coast of Istria, HRK 61,261 in Rabac, HRK 34,767 in Krk and HRK 107,835 in Dubrovnik.

The share of other revenues in total revenue of the Group (other business and financial revenues) equals 3.78 % (3.54% in 2013) amounting to HRK 42.23 million, whereby they are increased by 9.85%. The material costs amount to HRK 371.22 million with the share in operating costs of 36.54% (38.42% in 2013), which makes them 4.37% smaller compared to the same period in 2013.

Personnel costs amount to HRK 302.05 million, with a share of 29.73% in operating costs (23.98% in 2013), i.e. they are by 24.68% higher. This increase should be viewed as a result of a wider scope of Group consolidation in 2014 compared to 2013, as initially explained.

Financial expenses amount to HRK 40.60 million and mark a growth of 11.73% with a share of 3.84% in total costs (3.47% in 2013).

In the observed period the Group achieved a gross profit in the amount of HRK 59.79 million, an operating profit of HRK 80 million, net profit of HRK 52.17 million, with EBITDA of HRK 284.25 million.

The gross margin of the Group amounts to 5.46% (3.76% in 2013).

Beside the already mentioned, business results of the Group in the observed period are under the influence both of the one-time expenses for severance payments and administration costs related to statutory and business restructuring (in the amount of HRK 17.63 million), as well as a change in depreciation due to a reduction of the rates on buildings from 5% to 4% and camping plots from 7% to 5% (in the amount of HRK 37.1 million). Increased capital investments of the earlier periods and the change in maintenance approach significantly contributes to the durability of buildings, i.e. prolonged economic life which has an impact on the span and amount of depreciation.

The total assets of the Group on 31 December 2014 amounted to HRK 3.017 billion and are by HRK 266.57 million higher compared to the previous period.

The Results of the Company

We would like to emphasize that the data in the financial statements of the current year are not entirely comparable with the data of the previous year for the previously mentioned reasons of completed statutory reorganisation. The figures for the previous year include the data of the merged subsidiary Dubrovnik-Babin kuk d.d. only for the period from 1 November 2013 to 31 December 2013, while in 2014 the same are included for the entire year. Moreover, the results and the net assets of the merged companies, Valamar grupa d.d., Valamar Adria Holding d.d. and Linteum d.o.o., are included from the day of their respective mergers in the course of 2014 and, therefore, all major changes in the financial statements of the Company should be observed as a result of the said transactions in the current and comparison period.

In the period from 1 January 2014 to 31 December 2014 the Company recorded total revenues in the amount of HRK 1.099 billion, i.e. HRK 257.14 million or 30.53% more compared to the same period in 2013.

The share of sales revenue in total revenues amounts to 96.87% (95.74% in 2013). International sales revenues comprise 88.82% (84.95% in 2013) of total revenues while those from the domestic market account for 8.05% (10.79% in 2013). International sales revenues increased compared to the same period in 2013 by 36.48%, while the domestic ones decreased by 2.59%.

The sales revenues are HRK 258 million (32.07%) higher compared to the same period last year and they amount to HRK 1.065 billion, of which HRK 976.5 million refer to international sales, i.e. 91.69% (88.73% in 2013), while HRK 88.5 million or 8.31% refer to the domestic market (11.27% in 2013). When comparing with last year's sales revenues, we would like to point to the unfavorable circumstance of the increased VAT rate for the hospitality and accommodation services with the application from 1 January 2014 (the tax rate has been increased from 10% to 13%) whose impact on the Company's sales revenue is estimated at approximately HRK 26 million.

In the observed period the Company has realised 4,129,571 overnights, which is a decrease of 1.2% primarily due to a reduced demand for Istrian destinations. By destinations in which the Company operates, there were 1.9% overnights less in Poreč, 6.4% less in Rabac, 3.6% more in Krk and 3.8% more in Dubrovnik, compared to the same period 2013.

The share of the other revenues in the total revenues of the Company (other business revenues and financial revenues) equals to 3.13% (4.26% in 2013); the respective revenues amount to HRK 34.37 million and decreased by 4.18%. Material expenses amount to HRK 391.06 million with a share in the operating costs of 37.64% (35.86% in 2013), which makes them 38.72% higher compared to the same period in 2013.

Personnel costs amount to HRK 259.09 million with a share of 24.94% in operating costs (23.0% in 2013), and they are by 43.30% higher. The 2013 personnel costs included Dubrovnik-Babin kuk d.d.'s items solely for the period after the merger, while in 2014 they have been included for the entire year. The figures for the other merged companies in the course of 2014 have been included for the period after the respective mergers.

The financial expenses amount to HRK 33.27 million, which is a growth of 57.98% with a share of 3.10% in total costs (2.61% in 2013).

In the observed period, the Company has generated a gross profit in the amount of HRK 27.28 million, operating profit of HRK 44.56 million, net profit of HRK 23.64 million, with EBITDA of HRK 232.2 million.

The gross margin of the Company amounts to 2.52% (4.30% in 2013).

Beside the already mentioned, the business results of the Company in the observed period are under the influence of one-off expenses for severance pays and administration costs related to the process of statutory and business restructuring (in the amount of HRK 14.69 million) as well as changes in depreciation due to a reduction of the rates on buildings from 5% to 4% and camping plots from 7% to 5% (in the amount of HRK 33.3 million). The increased capital investment of the previous periods and the change of the approach in the maintenance significantly contributes to the durability of the buildings, i.e. prolonged economic life which has an impact on the span and amount of the depreciation.

The total assets of the Company on 31 December 2014 amount to HRK 3.194 billion and are by HRK 234.85 million higher compared to the previous period.

Human Resources

On 31 December 2014 the Company employed 1,611 employees (958 permanently employed and 653 seasonal workers).

The Company has systematically and continuously invested into the development of its human resources.

The Risks of the Company and the Group

The activities that the Company and the Group perform expose them to several financial risks common for the operation of tourism companies in the Republic of Croatia; these are primarily the market risk (it includes the foreign currency risk, the interest rate risk and the price risk), the credit risk and the liquidity risk.

The Company and the Group operate with international markets and are exposed to foreign currency risk; therefore, the movement in the exchange rates of primarily the euro, the Swiss franc and the kuna, can have an impact on the business results and cash flows, especially the volume of business revenue and the loan obligations. The interest rate risk mostly follows from the received long-term loans with variable interest rates. The Company and the Group occasionally engage into interest rate and foreign currency hedging of cash flows through instruments available on the market with the goal of reducing and limiting exposure to respective risks.

For the purpose of managing the price risk, the Company and the Group have continuously implemented activities of analysing price and general market movements.

The Company and the Group manage credit risk, i.e. the risk of loss that occurs due to non-fulfilment of cash obligations toward the Company/Group, in a way that they do business with creditworthy entities and undertake appropriate measures to ensure orderly payment collection.

With regard to the liquidity risk, the Company and the Group maintain a sufficient level of liquidity by monitoring the cash position and matching it with the envisaged cash flows, as well as by ensuring the availability of the financial funds with the adequate amount of contracted credit lines.

Corporate Governance Code

Valamar Riviera d.d., the Company, as well as the Group, has been continuously developing and acting in line with the best corporate governance practice. Valamar is strategically committed to transparent and sustainable business practices as well as to strong relations with destinations in which it operates as supported by its policies, key articles and prudent business practices. With the aim of further strengthening and establishing high standards of corporate governance, the Company has adopted a Corporate Governance Code in 2008. The management abides by the provisions of the adopted Code entirely. By listing the shares on the Official market of the Zagreb Stock Exchange, the Company is to apply the Corporate Governance Code of ZSE and fulfil all the obligations ensuing from it.

The major direct shareholders pursuant to the data from the Central Depository and Clearing Company are listed in the table under "Other information".

There is also a time limit related to the use of voting rights at the general assembly pursuant to the provisions of the Companies Law –shareholders are required to file their participation within the term stipulated by the law.

There is no case in which the financial right stemming from securities would be separate from holding the securities.

Within the Company, there are no securities with special rights of control nor are there any voting right limitations.

The rules on the appointment and recall of the members of the Management and the members of the Supervisory Board are established by the Articles of Association, in accordance with the provisions of the Companies Law.

The Management of the Company is authorised to acquire own shares pursuant to the decision of the General Assembly of 17 November 2014, and before that decision pursuant to the decision of the General Assembly of 8 July 2010.

The rules on changing the Articles of Association of the Company have been established by the Companies Law and there are no additional limitations in the Articles of Association of the Company.

The authorisations of the members of the Management are also fully in accordance with the provisions of the Companies Law.

The corporate bodies of the Company are the following:

The Management Board: Mr. Franz Lanschützer, President of the Management and members: Mr. Nikola Koncul, Mr. Tihomir Nikolaš, Mr. Marko Čižmek, Ms. Ivana Budin Arhanić.

The Supervisory Board: Mr. Gustav Wurmböck (President of the Supervisory Board), Mr. Mladen Markoč (vice-president), Mr. Georg Eltz, Ms. Gudrun Kuffner, Mr. Hans Dominik Turnovsky, Mr. Vicko Ferić, Ms. Mariza Jugovac.

The Audit Committee: Mr. Georg Eltz, Mr. Vicko Ferić, Mr. Gustav Wurmböck, Mr. Mladen Markoč and Mr. Dubravko Kušeta who performs his duties envisaged by the Audit Law.

The Compensation and Award Committee: Mr. Gustav Wurmböck, Mr. Mladen Markoč and Mr. Hans Dominik Turnovsky.

The Investment Committee: Mr. Gustav Wurmböck, Mr. Georg Eltz, Mr. Hans Dominik Turnovsky, Mr. Vicko Ferić and Ms. Gudrun Kuffner.

The Management and the Supervisory Board primarily act through meetings and by making correspondent decisions, in accordance with regulation and Company bylaws.

Transactions with Related Parties

The transactions with related companies within the Group take place according to regular commercial terms and conditions and based on market prices. A total of HRK 2.71 million in revenues from transactions with related parties has been recorded for the Company in 2014 (HRK 9.86 million in 2013) and HRK 28,000 for the Group (HRK 2.59 million in 2013) with expenses of HRK 131.11 million for the Company (HRK 84.38 million in 2013) and HRK 83,000 for the Group (HRK 101.54 million in 2013).

On 31 December 2014 the claims and liabilities toward related parties amounted to: receivables for the Company HRK 192.57 million (HRK 216.5 million at the end of 2013), HRK 5,000 for the Group (HRK 354,000 at the end of 2013) with HRK 5.03 million liabilities for the Company (HRK 3.25 million at the end of 2013) and HRK 83,000 for the Group (HRK 3.12 million at the end of 2013).

The envisaged merger of the subsidiary Valamar hoteli i ljetovališta d.o.o. (described in the chapter on Major Events) will result in a major reduction for the Company in transactions with related companies in the course of 2015.

The Company Branches

On 2 September 2011 the establishment of branches has been entered in the court register of the Commercial Court in Pazin as follows: the Tourism Branch RABAC, with headquarters in Rabac, Slobode 80 and Tourism Branch ZLATNI OTOK, with headquarters in Krk, Vršanska 8. On 4 November 2013 the foundation of the Tourism Branch DUBROVNIK-BABIN KUK, with headquarters in Dubrovnik, Dr. Ante Starčevića 45 was registered, while on 1 October 2014 the Branch for Business and Management Consulting ZAGREB with headquarters in Zagreb, Miramarska cesta 24 was registered.

The branches Rabac, Zlatni otok and Dubrovnik-Babin kuk, as economic pillars of their local communities, continue to operate in their destinations supporting their development with further investments, tourism development and social and business activities.

Sustainable Development

Regardless of the fact that the hospitality business in general is not considered as an activity that could significantly endanger the environment, the Company has been continuously working on the improvement of environmental protection and sustainable development with the goal of creating recognisable ecologically oriented tourist destinations. In the accommodation properties of the Company the following is applied: environmental management system according to the norm ISO 14001:2004, quality management system according to the norm ISO 9001 and HACCP system according to the Codex Alimentarius norm.

In numerous properties of the Company, the remaining heat of the cooling system is used for heating hot water for consumption. The systems for supervision of electricity and water consumption, as well as the systems of managing peak input power have been installed. On numerous beaches of the campsites and hotels, the Company manages the Blue Flags, a recognisable ecological symbol of a clean environment. Through responsible management of nature and the environment Valamar fulfils the expectations of guests and contributes to the protection of natural resources.

The Company has won the first Croatian award for the development of a green economy "Greenovation 2013" for its "Green Lanterna" project, presented as the best total programme of efficient use of resources in tourism facilities by the Association for Energy Zagreb and the company Energo Media Servis d.o.o.

Valamar Sanfior from Rabac and Valamar Koralj from Krk hotels were awarded the "Sustainable Hotel" certificate by the Association of Employers in Hotel Industry of Croatia, whereby their environmentally oriented practices are confirmed in environmental protection, sustainability management, energy efficiency, personnel education, savings in water and energy consumption, controlled CO2 emission etc.

Social Responsibility

In addition to the quality of relations with its employees, the environment, the wider social and economic context, Valamar Riviera d.d. confirms its status of a socially responsible company with good relations toward the local and national community. Namely, as a socially responsible company, Valamar Riviera d.d. every year donates and assists numerous educational institutions, humanitarian and other associations as well as a variety of sports clubs.

In 2014 we provided more than a thousand overnights in our properties for children without proper parental care, of low family income, with health difficulties and special needs through the donation programme "A Thousand Days at the Adriatic Sea", awarded to a total of 12 associations and schools throughout Croatia.

Our orientation to the highest ecological standards during investment into tourism properties is related also to supporting impactful environmental protection initiatives in the wider local community through the "We love the Adriatic Sea" donation programme. With approved donations in 2014 we have directed funds into concrete projects intended for the protection of the Adriatic coast and the sea contributing to sustainable development, raising awareness on the importance of conservation of the maritime environment, promotion of the cooperation of local communities and the academic community, with measurable results and a long-term positive impact on environmental protection.

In the field of culture one of the most significant initiatives is the organisation of the 31st Riviera painting colony, which continues the tradition started some thirty years back. Equal emphasis is given o the new project "Artist on Vacation", started in 2013 and continued in 2014 which takes place in the premises of hotel Valamar Club Tamaris in the organisation of the Institute for Research of the Avantgarde and the Marinko Sudac Collection, under the auspices of the Ministry of Culture of the Republic of Croatia. In the second year of cooperation with Valamar, the project has been crowned with a large exhibition of international artists of the Avant-garde in the Zagreb Museum of the Contemporary Art.

Of the large, already traditional sports events that Valamar Riviera also supports, we would like to emphasize the Istrian Riviera tennis tournament, as well as the international cycling race Istra Valamar Terra Magica.

We have also been active in supporting the numerous oenological, gastronomic and similar fairs so that for years now we have been supporting the Vinistra and Promohotel fairs that are held every year in Poreč.

With this type of action Valamar Riviera d.d. has established itself as a partner to the communities it conducts the business in and with this example it also encourages other businesses and partners, to similarly promote social responsibility and give support to education, sports, culture, environmental protection and other initiatives promoting values without which the achieved business results would not be sustainable.

Major Events

On 21 August 2014 the General Assembly of the Company was held where the annual financial statements for 2013 were presented; decisions were made on the use of profit, relieving of duty the Management Board and the Supervisory Board, appointing KPMG Croatia d.o.o. as the auditor in 2014, approval of the Contract on the merger with Valamar Adria holding d.d. and Valamar grupa d.d. to the Riviera Adria d.d., increase of subscribed capital (in order to execute the mergers), increase of subscribed capital from the Company's reserves, changing the Articles of Association of Riviera Adria

d.d. (within this change the name of the company was also changed into Valamar Riviera d.d.), the election of the Supervisory Board members and setting their respective remuneration. The number of the members of the Supervisory Board was increased from five to seven and four new members of the Supervisory Board were elected for a term starting from the day of entering the Decision on the changes in the Articles of Association in the court register until the expiration of the term of the other members. The Supervisory Board is consisting of: Mr. Gustav Wurmböck, President, Mr. Mladen Markoč, vice-president and members: Mr. Georg Eltz, Ms. Gudrun Kuffner, Mr. Hans Dominik Turnovsky, Mr. Vicko Ferić and Ms. Mariza Jugovac.

On 30 September 2014 the Commercial Court in Rijeka recorded the merger of the companies Valamar Adria holding d.d. and Valamar grupa d.d. into the company Riviera Adria d.d.. At the same time, the name of the company Riviera Adria d.d. was changed into the new name Valamar Riviera d.d., and entries were made on the increased subscribed capital to the total amount of HRK 1,672,021,210.00 divided into 126,027,542 ordinary shares without par value, as well as on the changed Articles of Association of the Company.

Following the decision of the Supervisory Board of Valamar Riviera d.d., as of 30 September 2014, the Management Board consisted of: Mr. Franz Lanschützer (President of the Management Board), Mr. Edi Černjul (vice-president of the Management Board until the end of 2014), Mr. Nikola Koncul (vicepresident of the Management Board until the end of April 2015), Mr. Tihomir Nikolaš, Mr. Marko Čižmek and Ms. Ivana Budin Arhanić.

As of 1 January 2015 the Management Board of the Company consists of: Mr. Franz Lanschützer, President of the Management Board and the members: Mr. Nikola Koncul, Mr. Tihomir Nikolaš, Mr. Marko Čižmek and Ms. Ivana Budin Arhanić.

With the decision of the Supervisory Board, Mr. Željko Kukurin was appointed to the position of the President of the Management Board as of 1 July 2015.

On 17 November 2014 the General Assembly of the Company was held where decisions were made on listing the Company shares at the Official market of the Zagreb Stock Exchange, the authority to acquire own shares and the dividend pay-out.

On 3 December 2014, pursuant to the decision of the General Assembly, the shareholders were paid a dividend in the amount of HRK 0.50 per share through the Central Depository and Clearing Company.

On 12 December 2014 the Croatian Financial Services Supervisory Agency approved the Listing prospectus for 126,027,542 ordinary shares to the regulated market of the Zagreb Stock Exchange (ZSE), while the ZSE with its Decision of 15 December 2014 approved the listing of all 126,027,542 shares of the Company, bearing the ticker RIVP-R-A, ISIN: HRRIVPRA0000, to its Official market segment.

According to the relevant decisions of the ZSE, on 16 December 2014 the trading with Company's shares in MTP – Fortis ended, and with 17 December 2014 started the trading of shares at the Official market.

On 15 December 2014 the Commercial Court in Rijeka registered the merger of the company Linteum savjetovanje d.o.o., Zagreb into the company Valamar Riviera d.d.

On 18 December 2014 Valamar Riviera d.d. and Valamar hoteli i ljetovališta d.o.o., Zagreb, concluded a merger contract by which the latter would be merged into Valamar Riviera d.d.. This transaction is under way, with final legal effect only upon registration of the merger in the court register by Valamar Riviera (which is expected at the end of February 2015).

Major Events after the End of the Business Year

On 19 January 2015 Zagreb Stock Exchange announced that the shares of the Company met the conditions for an accelerated entry into the following indices: CROBEX, CROBEXtr, CROBEX10, CROBEXplus and CROBEXturist; RIVP-R-A became a part of them as of 27 January 2015.

The appreciation of the exchange rate of the Swiss franc in January 2015 will have a negative impact on the indebtedness of the Company and the evaluation of credit obligations (at the end of 2014 the Company had CHF 27.3 million in loans which gradually mature until 2018).

At the end of January 2015, Mr. Tihomir Nikolaš announced his departure from the position of the member of the Management Board by 8 June 2015.

Hotel Management and Investments

Pursuant to the Hotel Management Contract, as of 2004 the Company entrusted the management of hospitality properties to the company Valamar hoteli i ljetovališta d.o.o..

In the season 2014 major investments in the amount of cca HRK 370 million have been made into the Company's properties, out of which the majority in Valamar Dubrovnik President and Argosy hotels in Dubrovnik and the Zagreb hotel in Poreč. All three hotels have raised the quality of offer and services and got new categorization stars so that Valamar Dubrovnik President (292 rooms) became the first five star hotel in the Valamar portfolio. Hotels Valamar Zagreb (230 rooms) and Valamar Argosy (308 rooms) became four star hotels. Furthermore, the investment in the Company's first hostel Papalinna (128 beds) in Poreč has also been completed.

For the season 2015, Valamar Riviera is to invest approximately HRK 330 million into hospitality properties, products and services.

The most important project is worth HRK 250 million: the luxury family Valamar Isabella Island Resort 4* on the island of Sveti Nikola planned for opening in May 2015. Other projects include HRK 80 million investment into hotels, apartments and campings in Istria and Krk, out of which HRK 25 million refers to the investment in the awarded Lanterna camping (in destination Poreč). Other major camping investments include improvements at camping Marina (destination Rabac) and campings Krk and Ježevac (destination Krk) referring primarily to infrastructure and landscaping as well as purchasing new mobile homes.

In the upcoming period we plan to continue with the existing investment policy, focusing on the improved competitiveness of our tourism products on strategic markets and generally further increasing the quality of our properties and services.

Other Information

Overview of the major shareholders on 31 December 2014:

Owner: Number of
shares:
% of
ownership:
1. Epic, Goldscheider und Wurmböck M.B.H.
Plosslgasse 8, 1040 Vienna, Republic of Austria
54,267,510 43.06%
2. Raiffeisenbank Austria d.d./Satis d.o.o./custody acc.
Magazinska 69, 10000 Zagreb
3,774,534 3.00%
3. Enitor d.o.o.
Miramarska 24, 10000 Zagreb
2,720,950 2.16%
4. Satis d.o.o.
Miramarska 24, 10000 Zagreb
2,572,539 2.04%
5. Zagrebačka banka d.d./State street bank and trust
Company, Boston/custody acc.
Savska 60/IV, 10000 Zagreb
2,105,649 1.67%
6. Bakić Nenad 2,000,000 1.59%
7. Bilbija Igor 1,869,626 1.48%
8. Hrvatska poštanska banka d.d./Kapitalni fond d.d./custody
acc., Jurišićeva 4, 10000 Zagreb
1,846,184 1.46%
9. PBZ d.d./The Bank of New York/ custody acc.
Radnička cesta 50, 10000 Zagreb
1,431,496 1.14%
10. Hypo Alpe-Adria-Bank d.d./SZIF d.d./custody acc.
Slavonska avenija 6, 10000 Zagreb
1,198,462 0.95%
11. Other small shareholders + treasury shares 52,240,592 41.45%
TOTAL 126,027,542 100 %

In the period from 1 January 2014 to 16 December 2014 the highest recorded RIVP-R-A price at the MTP-Fortis trade platform was HRK 24.67, while the lowest was HRK 12.99.

In the period from 17 December 2014 to 31 December 2014 the highest Company's share price realised at the Zagreb Stock Exchange Official market was HRK 20.50, while the lowest was HRK 19.42.

In the period from 30 October 2014 to 31 December 2014 the Company acquired 438,421 own shares at the total purchasing costs of HRK 8,543,990.73, which makes 0.3478% of the subscribed capital. On 31 December 2014 the Company had 480,816 treasury shares, which makes 0.3815% of the subscribed capital.

In the course of 2014 the Management Board performed the actions envisaged by law and the Articles of Association with regard to the management and representation of the Company and planned a business policy that was implemented with prudent care. Moreover, it supervised operations through permanent controls.

The Company Management will continue to undertake all the necessary measures in order to ensure sustainability and business growth under current circumstances.

The quarterly and interim annual unaudited, unconsolidated and consolidated financial statements have been adopted by the Management Board on 10 February 2015.

The Management Board

Quarterly financial report TFI-POD
Tax number (MB):
3474771
040020883
36201212847
Personal identification number
$(OIB)$ :
Company registration number (MBS):
Issuing company: Valamar Riviera d.d.
Poreč
Postal code and place
52440
Street and house number: Stancija Kaligari 1
E-mail address: [email protected]
Internet address www.riviera-adria.com
Poreč
Municipality/city code and name
348
$\bullet$
Number of employees:
County code and name
Istarska
18
(period end)
1.611
NKD code:
Consolidated report:
NO
5510
Seat:
MB:
Companies of the consolidation subject (according to IFRS):
Bookkeeping service:
Contact person: Sopta Anka
(only surname and name)
Telefaks: 052 408 110
Telephone: 052 408 188
E-mail address: [email protected]
Family name and name: Lanschützer Franz, Čižmek Marko
(person authorized to represent the company)
VALAMAR RIVIERA dd.
POREČ
(5)
(signature of the person authorized to represent the company)
L.S.
Balance Sheet
$ac \n0.631122014$
Company: Valamar Riviera d.d.
Position AOP Previous period Current period
1 $\overline{2}$ 3 4
ASSETS
A) RECEIVABELS FOR SUBSCRIBED NOT PAID CAPITAL 001
B) NON-CURRENT ASSETS (003+010+020+029+033) 002
003
2.454.013.171
8.616.401
2.934.679.336
8.212.641
I. INTANGIBLE ASSETS (004 do 009) 004
1. Expenditure for development
2. Concessions, patents, licenses, trademarks, service marks, software and other rights 005
006
1.603.091 8.206.231
3. Goodwill 007
4. Advances for purchase of intangible assets 008 7.013.310 6.410
5. Intangible assets in progress 009
6. Other intangible assets
II. PROPERTY, PLANT AND EQUIPMENT (011 do 019)
010 2.070.126.787 2.281.624.821
1. Land 011 516.606.646 518.328.470
2. Buildings 012 1.267.279.974 1.376.727.573
3. Plant and equipement 013 128.258.857 164.960.077
4. Tools, working inventory and transportation assets 014 37.147.176 51.708.485
5. Biological assets 015
6. Advances for purchase of tangible assets 016 27.469.078 20.168.936
7. Tangible assets in progress 017 75.624.552 107.593.195
8. Other tangible assets 018 17.740.504 22.367.881
9. Investment in real-estate 019 19.770.205
III. NON-CURRENT FINANCIAL ASSETS (021 do 028) 020 350.577.272 440.999.450
1. Share in related parties 021 348.722.988 401.967.938
2. Loans to related parties 022
3. Participating interests (shares) 023 140.000 140.000
4. Loans to companies with participating interest 024
5. Investments in securities 025 1.714.284 38.891.512
6. Loans, deposits, etc. 026
7. Other non-current financial assets 027
8. Equity-accounted investments 028
IV. RECEIVABLES (030 do 032) 029 802.256 163.186.378
1. Receivables from related parties 030 162.453.654
2. Receivables arising from sales on credit 031 420.555 372.432
3. Other receivables 032 381.701 360.292
V. DEFERRED TAX ASSET 033 23.890.455 40.656.046
C) CURRENT ASSETS (035+043+050+058) 034 485.836.413 235.975.514
. INVENTORIES (036 do 042) 035 7.168.797 7.123.768
1. Raw materials and supplies 036 5.341.093 6.328.636
2. Production in progress 037
3. Finished products 038 740.909
4. Merchandise 039 126.904 50.137
5. Advances for inventories 040 959.891
6. Long term assets held for sale 041 744.994
7. Biological assets 042
II. RECEIVABLES (044 do 049) 043 253.319.297 60.893.123
1. Receivables from related parties 044 28.734.473
2. Receivables from end-customers 045 224.681.325 18.062.032
3. Receivables from participating parties 046
4. Receivables from employees and members of the company 047 265.137 288.683
5. Receivables from government and other institutions 048 23.950.101 10.047.092
6. Other receivables 049 4.422.734 3.760.842
III. CURRENT FINANCIAL ASSETS (051 do 057) 050 2.592.620 1.749.747
1. Share in related parties 051
2. Loans to related parties 052 481.050 517.300
3. Participating interests (shares) 053
4. Loans to companies with participating interest 054
5. Investments in securities 055 1.105.625 1.091.162
6. Loans, deposits, etc. 056
057
1.005.945 141.285
7. Other financial assets 058 222.755.699 166.208.876
IV. CASH AND CASH EQUIVALENTS
D) PREPAYMENTS AND ACCRUED INCOME
059 20.123.849 24.166.342
E) TOTAL ASSETS (001+002+034+059) 060 2.959.973.433 3.194.821.192
F) OFF BALANCE SHEET ITEMS 061 54.898.457 54.802.077
A) ISSUED CAPITAL AND RESERVES (063+064+065+071+072+075+078) 062 1.952.787.258 2.079.338.255
I. SUBSCRIBED SHARE CAPITAL 063 1.117.663.400 1.672.021.209
II. CAPITAL RESERVES 064 478.208.416 $-8.395.862$
III.RESERVES FROM PROFIT (066+067-068+069+070) 065 122.288.060 98.724.307
1. Legal reserves 066 57.792.194 60.724.657
2. Reserve for own shares 067 52.225.816 24.344.407
3. Treasury shares and shares (deductible items) 068 45.316.122 8.836.448
4. Statutory reserves 069
5. Other reserves 070 57.586.172 22.491.690
IV. REVALUATION RESERVES 071 79.152 29.750.702
V. RETAINED EARNINGS OR LOSS CARRIED FORWARD (073-074) 072 175,898,960 263.592.748
1. Retained earnings 073 175.898.960 263.592.748
2. Loss carried forward 074
VI. NET PROFIT OR LOSS FOR THE PERIOD (076-077) 075 58.649.270 23.645.152
1. Net profit for the period 076 58.649.270 23.645.152
2. Net loss for the period 077
VII. MINORITY INTEREST 078
B) PROVISIONS (080 do 082) 079 358.217 0
1. Provisions for pensions, severance pay and similar libabilities 080
2. Provisions for tax liabilities 081
082 358.217
3. Other provisions 083 701.341.675 819.916.935
C) NON-CURRENT LIABILITIES (084 do 092) 084
1. Liabilites to related parties
2. Liabilities for loans, deposits, etc. 085
3. Liabilities to banks and other financial institutions 086 697.170.626 813.681.392
4. Liabilities for advances 087
5. Trade payables 088
6. Commitments on securities 089
7. Liabilities to companies with participating interest 090
8. Other non-current liabilities 091 4.151.260 3.937.690
9. Deferred tax liabilities 092 19.789 2.297.853
D) CURRENT LIABILITIES (094 do 105) 093 238.709.026 217.526.458
1. Liabilites to related parties 094 1.040.930
2. Liabilities for loans, deposits, etc. 095
3. Liabilities to banks and other financial institutions 096 129.967.302 102.566.944
4. Liabilities for advances 097 7.489.924 12.602.157
5. Trade payables 098 77.797.646 79.956.729
6. Commitments on securities 099
7. Liabilities to companies with participating interest 100
8. Liabilities to emloyees 101 11.959.342 14.673.785
9. Taxes, contributions and similar liabilities 102 8.629.871 5.790.531
10. Liabilities arising from share in the result 103
11. Liabilities arising from non-current assets held for sale 104
12. Other current liabilities 105 2.864.941 895.383
E) ACCRUED EXPENSES AND DEFERRED INCOME 106 66.777.257 78.039.543
F) TOTAL EQUITY AND LIABILITIES (062+079+083+093+106) 107 2.959.973.433 3.194.821.192
G) OFF BALANCE SHEET ITEMS 108 54.898.457 54.802.077
ADDITION TO BALANCE SHEET (only for consolidated financial statements)
ISSUED CAPITAL AND RESERVES
1. Attributable to majority owners 109
2. Attributable to minority interest 110 $\circ$ $\circ$
Income statement
period 01.01.2014. to 31.12.2014.
Company: Valamar Riviera d.d.
Position AOP Previous
period
Previous
period
Current period Current period
Cummulative Quarter Cummulative Quarter
$\mathbf{1}$ $\overline{\mathbf{z}}$ 3 $\overline{\mathbf{4}}$ 5 6
I. OPERATING INCOME (112 do 113) 111 817.061.940 38.451.993 1.083.433.150 65.195.049
1. Sales revenues
2. Other operating revenues
112
113
806.404.438
10.657.502
35.368.360
3.083.633
1.065.052.873
18.380.277
55.976.411
9.218.638
II. OPERATING COSTS (115+116+120+124+125+126+129+130) 114 786.081.023 191.710.701 1.038.872.090 243.338.360
1. Change in inventories of work in progress 115
2. Material expenses (117 do 119) 116 281.905.978 45.212.488 391.059.890 60.977.968
a) Costs of raw materials 117 138.742.200 16.177.649 184.560.788 19.459.084
b) Cost of goods sold 118
119
779.270
142.384.507
25.721
29.009.117
1.137.090
205.362.011
52.853
41.466.030
c) Other material expenses
3. Employee benefits expenses (121 do 123)
120 180.797.546 46.724.753 259.089.555 65.255.825
a) Net salaries 121 110.449.083 28.093.513 154.962.804 37.940.652
b) Tax and contributions from salary expenses 122 46.774.284 12.487.238 66.912.074 17.807.428
c) Contributions on salary 123 23.574.178 6.144.002 37.214.677 9.507.745
4. Depreciation and amortisation 124 172.005.207 49.498.073 186.440.866 46.344.483
5. Other expenses
6. Write down of assets (127+128)
125
126
129.893.534
4.874.870
32.037.809
4.695.408
167.064.044
1.195.654
41.358.233
972.277
a) non-current assets (except financial assets) 127
b) current assets (except financial assets) 128 4.874.870 4.695.408 1.195.654 972.277
7. Provisions 129 263.618 263.618 10.225.325 10.225.325
8. Other operating costs 130 16.340.271 13.278.552 23.796.756 18.204.249
III. FINANCIAL INCOME (132 do 136) 131 25.217.778 12.746.846 15.993.864 9.144.103
1. Interest, foreign exchange differences, dividens and similar income from related parties 132 5.501.594
16.394.852
1.441.721
10.286.724
11.081.848 8.110.784
2. Interest, foreign exchange differences, dividens and similar income from third parties
3. Income from investments in associates and joint ventures
133
134
4. Unrealised gains (income) from financial assets 135 1.579.154 955.217 3.169.080 681.495
5. Other financial income 136 1.742.178 63.184 1.742.935 351.823
IV. FINANCIAL EXPENSES (138 do 141) 137 21.059.389 11.753.148 33.270.258 16.990.495
1. Interest, foreign exchange differences, dividens and similar income from related parties 138 821.270 595.589 1.030.254 1.030.254
2. Interest, foreign exchange differences, dividens and similar income from third parties 139
140
18.321.304
630.061
10.303.344 29.460.012 13.991.518
1.345.894
3. Unrealised losses (expenses) from financial assets
4. Other financial expenses
141 1.286.753 462.520
391.694
1.345.894
1.434.099
622.830
V. SHARE OF PROFIT FROM ASSOCIATED COMPANIES 142
VI. SHARE OF LOSS FROM ASSOCIATED COMPANIES 143
VII. EXTRAORDINARY - OTHER INCOME 144
VIII. EXTRAORDINARY - OTHER EXPENSES 145
IX. TOTAL INCOME (111+131+144)
X. TOTAL EXPENSES (114+137+143+145)
146
147
842.279.718
807.140.412
51.198.839
203.463.849
1.099.427.014
1.072.142.349
74.339.152
260.328.856
XI. PROFIT OR LOSS BEFORE TAXES (146-147) 148 35.139.307 -152.265.009 27.284.665 -185.989.704
1. Profit before taxes (146-147) 149 35.139.307 $\mathbf 0$ 27.284.665
2. Loss before taxes (147-146) 150 0 152.265.009 $\Omega$ 185.989.704
XII. TAXATION 151 $-23.524.649$ $-23.524.649$ 3.639.513 3.639.513
XII. PROFIT OR LOSS FOR THE PERIOD (148-151) 152 58.663.956 -128.740.360
0
23.645.152 $-189.629.217$
1. Profit for the period (149-151)
2. Loss for the period (151-148)
153
154
58.663.956
$\overline{0}$
128.740.360 23.645.152
$\bf{0}$
189.629.217
ADDITION TO PROFIT AND LOSS ACCOUNT (only for consolidated financial statements)
XIV. PROFIT OR LOSS FOR THE PERIOD
1. Attributable to majority owners 155
2. Attributable to minority interest 156
STATEMENT OF OTHER COMPREHENSIVE INCOME (only for IFRS adopters) 157 58.663.956 $-128.740.360$ 23.645.152 $-189.629.217$
I. PROFIT OR LOSS FOR THE PERIOD (=152)
II. OTHER COMPREHENSIVE INCOME/LOSS BEFORE TAXES (159 TO 165)
158 0 0 $-720.061$ $-720.061$
1. Exchange differences from international settlement 159
2. Changes in revaluation reserves of long-term tangible and intangible assets 160
3. Profit or loss from re-evaluation of financial assets held for sale 161 $-720.061$ $-720.061$
4. Profit or loss from cash flow hedging 162
5. Profit or loss from hedging of foreign investments
6. Share of other comprehensive income/loss from associatied companies
163
164
7. Actuarial gains/losses from defined benefit plans 165
III. TAXATION OF OTHER COMPREHENSIVE INCOME FOR THE PERIOD 166 $-144.012$ $-144.012$
IV. NET OTHER COMPREHENSIVE INCOME FOR THE PERIOD (158 TO 166) 167 $\mathbf 0$ $\Omega$ $-576.049$ $-576.049$
V. COMPREHENSIVE INCOME OR LOSS FOR THE PERIOD (157+167) 168 58.663.956 $-128.740.360$ 23.069.103 -190.205.266
ADDITION TO STATEMENT OF OTHER COMPREHENSIVE INCOME (only for consolidated financial
statements)
VI. COMPREHENSIVE INCOME OR LOSS FOR THE PERIOD
1. Attributable to majority owners 169
170
2. Attributable to minority interest

$\ddot{\phantom{0}}$

$\ddot{\phantom{0}}$

Cash flow statement - indirect method period 01.01.2014. to 31.12.2014.

Company: Valamar Riviera d.d.
Position AOP Previous period Current period
1 2 3 4
CASH FLOWS FROM OPERATING ACTIVITIES
1. Profit before tax 001 35.139.307 23.645.152
2. Depreciation and amortisation 002 172.005.207 186.440.866
3. Increase of current liabilities 003 93.140.504 17.480.076
4. Decrease of current receivables 004 193.269.047
5. Decrease of inventories 005 45.029
6. Other cash flow increases 006
I. Total increase of cash flow from operating activities 007 300.285.018 420.880.170
1. Decrease of current liabilities 008
2. Increase of current receivables 009 222.952.177
3. Increase of inventories 010 2.615.844
4. Other cash flow decreases 011 4.455.573 166.426.616
II. Total decrease of cash flow from operating activities 012 230.023.594 166.426.616
A1) NET INCREASE OF CASH FLOW FROM OPERATING ACTIVITIES 013 70.261.424 254.453.554
A2) NET DECREASE OF CASH FLOW FROM OPERATING ACTIVITIES 014 ¥
0
$\Omega$
CASH FLOW FROM INVESTING ACTIVITIES
1. Proceeds from sale of non-current assets 015
2. Proceeds from sale of non-current financial assets 016
3. Interest received 017
4. Dividend received 018
5. Other proceeds from investing activities 019
III. Total cash inflows from investing activities 020 $\Omega$ $\mathbf 0$
1. Purchase of non-current assets 021 705.677.771 397.535.140
2. Purchase of non-current financial assets 022 33.951.614 90.422.177
3. Other cash outflows from investing activities 023
IV. Total cash outflows from investing activities 024 739.629.385 487.957.317
B1) NET INCREASE OF CASH FLOW FROM INVESTING ACTIVITIES 025 $\Omega$
B2) NET DECREASE OF CASH FLOW FROM INVESTING ACTIVITIES 026 739.629.385 487.957.317
CASH FLOW FROM FINANCING ACTIVITIES
1. Proceeds from issue of equity securities and debt securities 027 204.357.809
2. Proceeds from loans and borrowings 028 89.110.408
3. Other proceeds from financing activities 029 526.029.703 79.275.190
V. Total cash inflows from financing activities 030 526.029.703 372.743.407
1. Repayment of loans and bonds 031
2. Dividends paid 032 62.975.890
3. Repayment of finance lease 033
4. Purchase of treasury shares 034 512.218
5. Other cash outflows from financing activities 035 $-175.272.502$ 132.810.577
VI. Total cash outflows from financing activities 036 -174.760.284 195.786.467
C1) NET INCREASE OF CASH FLOW FROM FINANCING ACTIVITIES 037 700.789.987 176.956.940
C2) NET DECREASE OF CASH FLOW FROM FINANCING ACTIVITIES 038 $\Omega$
Total increases of cash flows 039 771.051.411 431.410.494
Total decreases of cash flows 040 739.629.385 487.957.317
Cash and cash equivalents at the beginning of period 041 191.333.673 222.755.699
Increase of cash and cash equivalents 042 31.422.026
Decrease of cash and cash equivalents 043 56.546.823
Cash and cash equivalents at the end of period 044 222.755.699 166.208.876

$\epsilon$

STATEMENT OF CHANGES IN EQUITY

UIAILMENI VI VIIANJEU IN EWUITI
31.12.2014
1.1.2014
period
to
Position AOP Previous year Current year
$\overline{2}$ 3 4
1. Subscribed share capital 001 1.117.663.400 1.672.021.209
2. Capital reserves 002 478.208.416 $-8.395.862$
3. Reserves from profit 003 122.288.060 98.724.307
4. Retained earnings or loss carried forward 004 175.898.960 263.592.748
5. Net profit or loss for the period 005 58.649.270 23.645.152
6. Revaluation of tangible assets 006 29.750.702
7. Revaluation of intangible assets 007
8. Revaluation of available for sale assets 008 79.152
9. Other revaluation 009
10. Total equity and reserves (AOP 001 to 009) 010 1.952.787.258 2.079.338.255
11. Foreign exchenge differences ffrom foreign investments 011
12. Current and deferred taxes 012
13. Cash flow hedge 013
14. Change of accounting policies 014
15. Correction of significant mistakes of prior period 015
16. Other changes 016
17. Total increase or decrease of equity (AOP 011 to 016) 017 $\Omega$ $\Omega$
17 a. Attributable to majority owners 018
17 b. Attributable to minority interest 019
Quarterly financial report TFI-POD
Tax number (MB):
3474771
Company registration number
040020883
36201212847
Personal identification
number (OIB):
Issuing company: Valamar Riviera d.d.
Poreč
Postal code and place
52440
Street and house number: Stancija Kaligari 1
E-mail address: [email protected]
Internet address www.riviera-adria.com
Poreč
unicipality/city code and name
348
Number of employees:
Istarska
County code and name
18
(period end)
NKD code:
Consolidated report:
YES
Seat:
MB:
Companies of the consolidation subject (according to IFRS):
Zagreb
01702360
Valamar Adria Holding d.d.
01929062
Zagreb
Valamar Grupa d.d.
01537369
Zagreb
Valamar hoteli i ljetovališta d.o.o.
04724750667
Frankfurt
Valamar hotels & resorts GmbH
01721992
Zagreb
Valamar poslovni razvoj d.o.o.
03203379
Pula
Puntižela d.o.o.
01877453
Zagreb
Bastion upravljanje d.o.o.
02626969
Zagreb
Citatis d.o.o.
01323628
Zagreb
Epima d.o.o.
01273094
Dubrovnik
Elafiti Babin kuk d.o.o.
02315211
Dubrovnik
Magične Stijene d.o.o.
02006103
Dubrovnik
Palme Turizam d.o.o.
Dubrovnik
02236346
Pogača Babin Kuk d.o.o.
Dubrovnik
02006120
Bugenvilia d.o.o.
02246139
Zagreb
Linteum savjetovanje d.o.o.
Bookkeeping service:
Contact person: Sopta Anka
(only surname and name)
Telefaks: 052 408 110
Telephone: 052 408 188
E-mail address: [email protected]
Family name and name: Lanschützer Franz, Čižmek Marko
(person authorized to represent the company)
VALAMAR RIVIERA dd
POREČ
(5)
(signature of the person authorized to represent the company)
L.S.
Annex 1.
Reporting period
1.1.2014 to 31.12.2014
1.733
5510
Balance Sheet
as of 31.12.2014.
Company: Valamar Riviera d.d.
Position AOP Previous period Current period
1 $\overline{2}$ 3 4
ASSETS
A) RECEIVABELS FOR SUBSCRIBED NOT PAID CAPITAL 001
002
2.460.267.504 2.751.933.933
B) NON-CURRENT ASSETS (003+010+020+029+033)
I. INTANGIBLE ASSETS (004 do 009)
003 8.616.400 15.256.107
1. Expenditure for development 004
2. Concessions, patents, licenses, trademarks, service marks, software and other rights 005 1.603.090 8.682.088
3. Goodwill 006 6.567.609
4. Advances for purchase of intangible assets 007
5. Intangible assets in progress 008 7.013.310 6.410
6. Other intangible assets 009
II. PROPERTY, PLANT AND EQUIPMENT (011 do 019) 010 2.381.149.910 2.608.747.861
1. Land 011 567.405.491 584.990.827
2. Buildings 012 1.527.391.173 1.633.923.721
3. Plant and equipement 013 128.258.857 165.795.345
4. Tools, working inventory and transportation assets 014 37.147.176 53.352.177
5. Biological assets 015
$\cdot$
$\bullet$
6. Advances for purchase of tangible assets
016 27.469.078 20.807.049
7. Tangible assets in progress 017 75.737.631 107.706.274
8. Other tangible assets 018 17.740.504 22.402.265
9. Investment in real-estate 019 19.770.205
III. NON-CURRENT FINANCIAL ASSETS (021 do 028) 020 3.182.410 43.484.036
1. Share in related parties 021 1.328.126 1.391.607
2. Loans to related parties 022
3. Participating interests (shares) 023
024
140.000 140.000
4. Loans to companies with participating interest 025 1.714.284 41.952.429
5. Investments in securities
6. Loans, deposits, etc.
026
7. Other non-current financial assets 027
8. Equity-accounted investments 028
IV. RECEIVABLES (030 do 032) 029 802.257 732.724
1. Receivables from related parties 030
2. Receivables arising from sales on credit 031 420.556 372.432
3. Other receivables 032 381.701 360.292
V. DEFERRED TAX ASSET 033 66.516.527 83.713.205
C) CURRENT ASSETS (035+043+050+058) 034 270.048.661 238.295.124
I. INVENTORIES (036 do 042) 035 7.168.797 7.280.983
1. Raw materials and supplies 036 5.341.093 6.328.636
2. Production in progress 037
3. Finished products 038 740.909
4. Merchandise 039 126,904 207.352
5. Advances for inventories 040 959.891
6. Long term assets held for sale 041 744.994
7. Biological assets 042
II. RECEIVABLES (044 do 049) 043 37.663.160 34.582.999
1. Receivables from related parties 044 10.331
2. Receivables from end-customers 045 10.290.488 19.099.900
3. Receivables from participating parties 046
4. Receivables from employees and members of the company 047
048
265.137
23.951.600
312.251
10.564.343
5. Receivables from government and other institutions
6. Other receivables
049 3.155.935 4.596.174
III. CURRENT FINANCIAL ASSETS (051 do 057) 050 2.111.570 1.232.447
1. Share in related parties 051
2. Loans to related parties 052
3. Participating interests (shares) 053
4. Loans to companies with participating interest 054
5. Investments in securities 055 1.105.625 1.091.162
6. Loans, deposits, etc. 056 1.005.945 141.285
7. Other financial assets 057
IV. CASH AND CASH EQUIVALENTS 058 223.105.134 195.198.695
D) PREPAYMENTS AND ACCRUED INCOME 059 21.077.273 27.738.853
E) TOTAL ASSETS (001+002+034+059) 060 2.751.393.438 3.017.967.910
F) OFF BALANCE SHEET ITEMS 061 54.898.457 54.834.429
EQUITY AND LIABILITIES
A) ISSUED CAPITAL AND RESERVES (063+064+065+071+072+075+078)
062 1.743.897.211 1,884,222.145
063 1.117.663.400 1.672.021.209
I. SUBSCRIBED SHARE CAPITAL
II. CAPITAL RESERVES
064 478.208.416 $-18.582.904$
065 122.288.059 94.257.648
III.RESERVES FROM PROFIT (066+067-068+069+070) 066 57.792.194 60.724.657
1. Legal reserves 52.225.815 24.344.407
2. Reserve for own shares 067
068
45.316.122 13.303.107
3. Treasury shares and shares (deductible items)
4. Statutory reserves 069 57.586.172
5. Other reserves 070 22.491.690
IV. REVALUATION RESERVES 071 79.152 29.413.744
V. RETAINED EARNINGS OR LOSS CARRIED FORWARD (073-074) 072 $-80.357.421$ 54.859.133
1. Retained earnings 073 54.859.133
2. Loss carried forward 074 80.357.421
VI. NET PROFIT OR LOSS FOR THE PERIOD (076-077) 075 106.015.605 52.162.210
1. Net profit for the period 076 106.015.605 52.162.210
2. Net loss for the period 077
VII. MINORITY INTEREST 078 91.105
B) PROVISIONS (080 do 082) 079 358.217 372.060
1. Provisions for pensions, severance pay and similar libabilities 080
2. Provisions for tax liabilities 081 161.204
3. Other provisions 082 358.217 210.856
C) NON-CURRENT LIABILITIES (084 do 092) 083 701.341.675 831.445.215
1. Liabilites to related parties 084
2. Liabilities for loans, deposits, etc. 085
3. Liabilities to banks and other financial institutions 086 697.170.626 825.209.672
4. Liabilities for advances 087
5. Trade payables 088
6. Commitments on securities 089
7. Liabilities to companies with participating interest 090
8. Other non-current liabilities 091 4.151.260 3.937.690
9. Deferred tax liabilities 092 19.789 2.297.853
D) CURRENT LIABILITIES (094 do 105) 093 239.011.402 218.185.918
1. Liabilites to related parties 094 148,952
2. Liabilities for loans, deposits, etc. 095
3. Liabilities to banks and other financial institutions 096 129.967.302 102.566.944
4. Liabilities for advances 097 7.489.924 12.655.058
5. Trade payables 098 77.665.106 76.930.002
6. Commitments on securities 099
7. Liabilities to companies with participating interest 100
8. Liabilities to emloyees 101 11.959.342 15.921.639
9. Taxes, contributions and similar liabilities 102 9.039.849 9.029.287
10. Liabilities arising from share in the result 103 12.418
11. Liabilities arising from non-current assets held for sale 104
12. Other current liabilities 105 2.889.879 921.619
E) ACCRUED EXPENSES AND DEFERRED INCOME 106 66.784.933 83.742.571
F) TOTAL EQUITY AND LIABILITIES (062+079+083+093+106) 107 2.751.393.438 3.017.967.910
G) OFF BALANCE SHEET ITEMS 108 54.898.457 54.834.429
ADDITION TO BALANCE SHEET (only for consolidated financial statements)
ISSUED CAPITAL AND RESERVES
109 1.743.897.211 1.884.131.040
1. Attributable to majority owners 110 0 91.105
2. Attributable to minority interest

$\hat{\mathbf{r}}$

Income statement
period 01.01.2014. to 31.12.2014.
Company: Valamar Riviera d.d.
Position
AOP Previous
period
Previous
period
Current period Current period
Cummulative Quarter Cummulative Quarter
$\mathbf{1}$ $\overline{\mathbf{2}}$ 4 5 6
OPERATING INCOME (112 do 113)
$\rlap{-}$
111 1.060.666.83 58.433.021 1.096.071.115 77.529.929
1. Sales revenues 112 1.048.005.735 55.146.097 1.074.223.640 65.059.005
2. Other operating revenues 113 12.661.097 3.286.925 21.847.475 12.470.924
II. OPERATING COSTS (115+116+120+124+125+126+129+130)
1. Change in inventories of work in progress
114
115
1.010.210.651 224.074.865 1.016.066.119 230.894.193
2. Material expenses (117 do 119) 116 388.163.418 76.507.521 371.219.973 62.052.987
a) Costs of raw materials 117 180.605.871 19.604.063 187.532.913 21.704.823
b) Cost of goods sold 118 940.537 42.099 1.235.445 151.208
c) Other material expenses 119 206.617.009 56.861.358 182.451.615 40.196.956
3. Employee benefits expenses (121 do 123) 120 242.264.072 60.664.509 302.053.281 108.219.551
a) Net salaries 121 146.552.426 35.965.886 177.416.391 60.394.239
b) Tax and contributions from salary expenses 122 63.882.287 16.673.974 82.124.072 33.019.426
c) Contributions on salary 123 31.829.359 8.024.649 42.512.819 14.805.887
4. Depreciation and amortisation 124 223.343.608 57.062.337 202.845.280 52.411.840
5. Other expenses 125 134.501.289 11.924.156 103.468.815 $-22.452.771$
6. Write down of assets (127+128)
a) non-current assets (except financial assets)
126
127
4.910.642 4.731.180 1.403.031 1.179.654
b) current assets (except financial assets) 128 4.910.642 4.731.180 1.403.031 1.179.654
7. Provisions 129 882.284 882.284 10.442.566 10.442.566
8. Other operating costs 130 16.145.338 12.302.878 24.633.173 19.040.366
III. FINANCIAL INCOME (132 do 136) 131 25.789.293 14.128.971 20.391.310 13.541.029
1. Interest, foreign exchange differences, dividens and similar income from related parties 132 452.532 452.532 18.306 18.306
2. Interest, foreign exchange differences, dividens and similar income from third parties 133 20.172.141 12.325.041 15.431.409 12.459.825
3. Income from investments in associates and joint ventures 134
4. Unrealised gains (income) from financial assets 135 2.856.664 955.218 3.169.080 681.495
5. Other financial income 136 2.307.956 396.180 1.772.515 381.403
IV. FINANCIAL EXPENSES (138 do 141) 137 36.337.566 18.023.245 40.600.500 22.007.607
1. Interest, foreign exchange differences, dividens and similar income from related parties
2. Interest, foreign exchange differences, dividens and similar income from third parties
138
139
1.048.120
31.385.115
1.048.120
14.440.186
1.537.267
35.329.122
1.537.267
17.547.498
3. Unrealised losses (expenses) from financial assets 140 1.381.742 1.136.407 2.002.193 2.002.193
4. Other financial expenses 141 2.522.589 1.398.532 1.731.918 920.649
V. SHARE OF PROFIT FROM ASSOCIATED COMPANIES 142
VI. SHARE OF LOSS FROM ASSOCIATED COMPANIES 143
VII. EXTRAORDINARY - OTHER INCOME 144
VIII. EXTRAORDINARY - OTHER EXPENSES 145
IX. TOTAL INCOME (111+131+144) 146 1.086.456.124 72.561.992 1.116.462.425 91.070.958
X. TOTAL EXPENSES (114+137+143+145) 147 1.046.548.218 242.098.111 1.056.666.619 252.901.800
XI. PROFIT OR LOSS BEFORE TAXES (146-147) 148 39.907.907 $-169.536.118$ 59.795.806 $-161.830.842$
1. Profit before taxes (146-147) 149
150
39.907.907 0 59.795.806
2. Loss before taxes (147-146)
XII. TAXATION
151 $-66.256.360$ 169.536.118
$-66.256.360$
0
7.620.657
161.830.842
7.620.657
XII. PROFIT OR LOSS FOR THE PERIOD (148-151) 152 106.164.267 -103.279.758 52.175.149 $-169.451.499$
1. Profit for the period (149-151) 153 106.164.267 $\mathbf 0$ 52.175.149
2. Loss for the period (151-148) 154 $\overline{0}$ 103.279.758 $\mathbf{0}$ 169.451.499
ADDITION TO PROFIT AND LOSS ACCOUNT (only for consolidated financial statements)
XIV. PROFIT OR LOSS FOR THE PERIOD
1. Attributable to majority owners 155 106.164.267 $-103.279.758$ 52.162.211 -169.464.437
2. Attributable to minority interest 156 12.939 12.939
STATEMENT OF OTHER COMPREHENSIVE INCOME (only for IFRS adopters)
I. PROFIT OR LOSS FOR THE PERIOD (=152) 157 106.164.267 -103.279.758 52.175.149 $-169.451.499$
II. OTHER COMPREHENSIVE INCOME/LOSS BEFORE TAXES (159 TO 165) 158 $\mathbf 0$ $\mathbf 0$ 4.089.608 4.089.608
1. Exchange differences from international settlement
2. Changes in revaluation reserves of long-term tangible and intangible assets
159
160
3. Profit or loss from re-evaluation of financial assets held for sale 161 4.089.608 4.089.608
4. Profit or loss from cash flow hedging 162
5. Profit or loss from hedging of foreign investments 163
6. Share of other comprehensive income/loss from associatied companies 164
7. Actuarial gains/losses from defined benefit plans 165
III. TAXATION OF OTHER COMPREHENSIVE INCOME FOR THE PERIOD 166 817.922 817.922
IV. NET OTHER COMPREHENSIVE INCOME FOR THE PERIOD (158 TO 166) 167 O 0 3.271.686 3.271.686
V. COMPREHENSIVE INCOME OR LOSS FOR THE PERIOD (157+167) 168 106.164.267 -103.279.758 55.446.835 -166.179.813
ADDITION TO STATEMENT OF OTHER COMPREHENSIVE INCOME (only for consolidated financial statements)
VI. COMPREHENSIVE INCOME OR LOSS FOR THE PERIOD
1. Attributable to majority owners
2. Attributable to minority interest
169
170
106.164.267 -103.279.758 55.433.897
12.939
$-166.192.751$
12.939
Cash flow statement - indirect method
period 01.01.2014. to 31.12.2014.
Company: Valamar Riviera d.d.
Position AOP Previous period Current period
1 $\overline{2}$ 3 4
CASH FLOWS FROM OPERATING ACTIVITIES
1. Profit before tax 001 106.164.267 59.795.806
2. Depreciation and amortisation 002 223.343.608 202.845.280
3. Increase of current liabilities 003 38.890.028 1.666.471
4. Decrease of current receivables 004 2.261.030 14.254.196
5. Decrease of inventories 005 627.645
6. Other cash flow increases 006 3.719.333 17.027.170
I. Total increase of cash flow from operating activities 007 375.005.911 295.588.923
1. Decrease of current liabilities 008 1.262.228 2.648.397
2. Increase of current receivables 009 8.232.187 10.301.984
3. Increase of inventories 010 105.983
4. Other cash flow decreases 011 66.375.324 6.662.550
II. Total decrease of cash flow from operating activities 012 75.869.739 19.718.914
A1) NET INCREASE OF CASH FLOW FROM OPERATING ACTIVITIES 013 299.136.172 275.870.009
A2) NET DECREASE OF CASH FLOW FROM OPERATING ACTIVITIES 014 $\circ$
CASH FLOW FROM INVESTING ACTIVITIES
$\mathbf{u}$
1. Proceeds from sale of non-current assets
015 $\bullet$
2. Proceeds from sale of non-current financial assets 016
3. Interest received 017
4. Dividend received 018
5. Other proceeds from investing activities 019
III. Total cash inflows from investing activities 020 0
1. Purchase of non-current assets 021 217.039.591 429.979.911
2. Purchase of non-current financial assets 022 40.358.974
3. Other cash outflows from investing activities 023 52.463.758
IV. Total cash outflows from investing activities 024 269.503.349 470.338.885
B1) NET INCREASE OF CASH FLOW FROM INVESTING ACTIVITIES 025 $\circ$
B2) NET DECREASE OF CASH FLOW FROM INVESTING ACTIVITIES 026 269.503.349 470.338.885
CASH FLOW FROM FINANCING ACTIVITIES
1. Proceeds from issue of equity securities and debt securities 027 204.357.809
2. Proceeds from loans and borrowings 028 10.813.955 100.638.689
3. Other proceeds from financing activities 029 1.761.527 71.954.900
V. Total cash inflows from financing activities 030 12.575.482 376.951.398
1. Repayment of loans and bonds 031 11.186.251
2. Dividends paid 032 62.975.890
3. Repayment of finance lease 033
4. Purchase of treasury shares 034 955.564 336.958
5. Other cash outflows from financing activities 035 2.168.100 147.076.113
VI. Total cash outflows from financing activities 036 14.309.915 210.388.961
C1) NET INCREASE OF CASH FLOW FROM FINANCING ACTIVITIES 037 $\mathsf{o}\xspace$ 166.562.437
C2) NET DECREASE OF CASH FLOW FROM FINANCING ACTIVITIES 038 1.734.433
Total increases of cash flows 039 299.136.172 442.432.446
Total decreases of cash flows 040 271.237.782 470.338.885
Cash and cash equivalents at the beginning of period 041 195.206.744 223.105.134
Increase of cash and cash equivalents 042 27.898.390
Decrease of cash and cash equivalents 043 27.906.439
Cash and cash equivalents at the end of period 044 223.105.134 195.198.695

$\sim$

STATEMENT OF CHANGES IN EQUITY
1.1.2014 to 31.12.2014

1.1.2014
period
to
31.12.2014
Position AOP Previous year Current year
$\overline{2}$ 3 4
1. Subscribed share capital 001 1.117.663.400 1.672.021.209
2. Capital reserves 002 478.208.416 $-18.582.904$
3. Reserves from profit 003 122.288.059 94.257,648
4. Retained earnings or loss carried forward 004 $-80.357.421$ 54.859.133
5. Net profit or loss for the period 005 106.015.605 52.162.210
6. Revaluation of tangible assets 006
7. Revaluation of intangible assets 007
8. Revaluation of available for sale assets 008 79.152 29.413.744
9. Other revaluation 009
10. Total equity and reserves (AOP 001 to 009) 010 1.743.897.211 1.884.131.040
11. Foreign exchenge differences ffrom foreign investments 011
12. Current and deferred taxes 012
13. Cash flow hedge 013
14. Change of accounting policies 014
15. Correction of significant mistakes of prior period 015
16. Other changes 016
17. Total increase or decrease of equity (AOP 011 to 016) 017 $\overline{0}$
17 a. Attributable to majority owners 018 1.884.131.040
019 91.105
17 b. Attributable to minority interest

$\mathbf{X}$

VALAMAR RIVIERA

Valamar Riviera d.d. Stancija Kaligari 1 / 52440 Poreč / Croatia T +385 52 408 000 F +385 52 451 608 www.valamar.com E [email protected]

In Poreč, 10.2.2015.

In accordance with provisions of Law on Capital Market, Marko Čižmek, Management board member responsible for finance, controlling and IT business and Ljubica Grbac director of Department of Finance and Accounting. person responsible for finance and accounting, together as persons responsible for the preparation of quarterly and annual reports of company VALAMAR RIVIERA d.d. from Poreč. Stancija Kaligari 1, OIB 36201212847 (hereinafter: Company), hereby make the following

STATEMENT

According to our best knowledge

  • The set of provisional, unaudited, consolidated and unconsolidated financial statements for 2014 includes the quarterly reports for the fourth quarter of 2014, prepared in accordance with applicable standards of financial reporting gives a true and fair view of the assets and liabilities, profit and loss, financial position and operations of the Company and the companies included in consolidation
  • Report of the Company's Management board for the period from 1st January to 31st December 2014 including the period from 1st October to 31st December 2014 contains the true presentation of development, results and position of the Company and companies included in the consolidation, with description of significant risks and uncertainties which the Company and companies included in consolidation are exposed

Marko Čižmek Management board member

VALAMAR RIVIERA dd. $(2)$ POREC

Ljubica Grbac director of Department of Finance and Accounting

Trgovački sud u Rijeci, stalna služba u Pazinu, MBS 040020883; OIB: 36201212847; tvrtka: Valamar Riviera dioničko društvo za turizam; skraćeni naziv: Valamar rrgovački sud u Hijeci, staria služba u Faziriu, ivido biotozobob, olb. obzorz rzotr, ivina. Takimi Tikoma (1874771; računi: HYPO ALPE – ADRIA - BANK d.d.
Riviera d.d.; 1.672.021.210,00 kuna temeljnog kapitala, u cijelost 4723400091100153498, SWIFT: PRIVAEDNA BANK 4.4. Zagreb IBAN: HR 0624020061100389454, SWIFT: ESBCHR22; PRIVAEDNA BANKA 4.4. Zagreb IBAN: HR
4723400091100153498, SWIFT: PBZGHR2X; RAIFFEISEN BANK AUSTRIA 4.4. Zagreb IBAN: HR GENERALE - SPLITSKA BANKA d.d. Split IBAN: HR 4023300031100321684, SWIFT: SOGEHR22; SBERBANK d.d. Zagreb IBAN: HR 9025030071100039991, SWIFT: VBCRHR22; ISTARSKA KREDITNA BANKA UMAG d.d. Umag IBAN: HR 7423800061110009020, SWIFT: ISKBHR2X; OTP BANKA d.d. Zadar IBAN: HR 4724070001100365752, SWIFT: OTPVHR2X; CROATIA BANKA d.d. Zagreb IBAN: HR 4824850031100284295, SWIFT: CROAHR2X; Predsjednik Uprave: Franz Lanschützer, članovi Uprave: Nikola Koncul (Potpredsjednik), Tihomir Nikolaš, Marko Čižmek i Ivana Budin Arhanić; Predsjednik Nadzornog odbora: Gustav Wurmböck,

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