Interim / Quarterly Report • Aug 31, 2018
Interim / Quarterly Report
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SNAIGĖ, AB
Following the Article No. 22 of the Law on Securities of the Republic of Lithuania and Rules on Preparation and Submission of Periodic and Additional Information of the Bank of Lithuania, we Gediminas Čeika, CEO of Snaigė, AB and Mindaugas Sologubas, Finance Director of Snaigė, AB hereby confirm that, to the best of our knowledge, the attached unaudited interim consolidated Snaige, AB financial statements for the six months period ended 30 June 2018, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union, reflects the reality correctly and fairly shows issuer's assets, liabilities, financial position, profit or loss and cash flow of Snaige, AB. As well we confirm that Consolidated Interim Report fairly presents the review of issuer's business development and business activities.
Gediminas Čeika Managing Director
Mindaugas Sologubas Finance Director
August $3/1$ , 2018
AB SNAIGĖ CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2018 (UNAUDITED)
| I. GENERAL PROVISIONS | 3 |
|---|---|
| II. FINANCIAL STATUS | 4 |
| III. EXPLANATORY NOTES | 10 |
The report has been issued for the six months of 2018.
The name of the company – SNAIGĖ PLC (hereinafter referred to as the Company)
Authorised capital –one Company's share is equal to 0.30 euro and to establish that the Company's authorized capital is equal to 11,886,718.50 euro.
Address - Pramonės str. 6, LT-62175 Alytus
Phone - (+370-315) 56 206
Fax - (+370-315) 56 207
E-mail – [email protected]
Internet address - http://www.snaige.lt
Legal organisation status – legal entity, public limited company
Registered as an enterprise on December 1, 1992 in the Municipality Administration of Alytus; registration number AB 92-119; enterprise register code 249664610. The latest Statute of AB "Snaige" was registered on December 20, 2016 in Legal Entities of the Republic of Lithuania.
The report is available in the Budget and Accounting Department of AB "Snaige" at Pramonės str. 6, Alytus on the days of I-IV from 7.30 to 16.30, and V from 7.30 to 14.00.
The mass media – daily paper "Kauno diena".
| Ref. No. |
ITEMS | Notes | 01 01 2018 30 06 2018 |
01 04 2018 30 06 2018 |
01 01 2017 30 06 2017 |
01 04 2017 30 06 2017 |
|---|---|---|---|---|---|---|
| 1. | Sales | 3 | 16,736 | 9,029 | 18,730 | 11,553 |
| 2. | Cost of sales | $\overline{4}$ | (15, 638) | (8, 289) | (16, 407) | (10,080) |
| 3. | Real value change of biological property | |||||
| 4. | GROSS PROFIT (LOSS) | 1,097 | 740 | 2,323 | 1,473 | |
| 5. | Selling expenses | (1, 180) | (612) | (1, 331) | (838) | |
| 6. | General and administrative expenses | (1, 357) | (616) | (1, 151) | (579) | |
| 7. | Results of other activity | 5,7 | 37 | 21 | 24 | 10 |
| 8. | Investments incomes into the shares of patronise, patronized and associated companies |
$\bar{\nu}$ | ||||
| 9. | Incomes of other long-term investments and loans |
8 | 299 | 174 | 278 | 153 |
| 10. | Incomes of other interest or similar incomes |
8 | $\overline{2}$ | (22) | 0 | (9) |
| 11. | Value decrease of financial property and short-term investments |
|||||
| 12. | Costs of interest and other similar costs | 9 | (279) | (140) | (323) | (174) |
| 13. | PROFIT (LOSS) BEFORE INCOME TAX | (1, 380) | (454) | (179) | 36 | |
| 14. | Income tax | |||||
| 15. | PROFIT (LOSS) BEFORE NONCONTROLLING INTEREST |
(1, 380) | (454) | (179) | 36 | |
| 16. | Non-controlling interest | (0) | $\Omega$ | $\mathbf{0}$ | $\Omega$ | |
| 17. | Ohter comprehensive income | 285 | 148 | 400 | 243 | |
| 18. | TOTAL COMPREHENSIVE INCOME | (1,095) | (306) | 221 | 279 |
Managing Director
Gediminas Čeika
Financial Director
Mindaugas Sologubas
page 4
| Ref. No. |
ASSETS | Notes | As at 30 June 2018 |
As at 31 December 2017 |
|---|---|---|---|---|
| ASSETS | ||||
| Α. | Non-current assets | 17,182 | 17,950 | |
| 1. | Intangible assets | 10 | 1,613 | 1,627 |
| 2. | Tangible assets | 11 | 15,569 | 16,322 |
| 2.1. | Land | |||
| 2.2. | Buildings and structures | 5,455 | 5,558 | |
| 2.3. | Machinery and equipment | 8,577 | 9,080 | |
| 2.4. | Vehicles and other property | 1,537 | 1,660 | |
| 2.5. | Construction in progress and prepayments | 24 | ||
| 3. | Financial assets | 12 | $\mathbf{0}$ | $\bf{0}$ |
| 4. | Other non-current assets | 0 | $\bf{0}$ | |
| B. | Current assets | 11,358 | 11,360 | |
| $\mathbf{1}$ . | Inventories | 13 | 3,676 | 4,520 |
| 2. | Accounts receivable within one year | 7,244 | 6,332 | |
| 2.1. | Customers' debts | 14 | 6,873 | 5,721 |
| 2.2. | Debts of Group of companies | |||
| 2.3. | Debts of associated companies | |||
| 2.4. | Other amounts receivable | 15 | 371 | 611 |
| 3. | Short-term investments | |||
| 4. | Cash and cashs equivalents | 16 | 438 | 508 |
| C. | Accrued income and prepaid expenses | 243 | 28 | |
| Total assets | 28,783 | 29,338 |
(continued on the next page)
| Ref. No. |
Notes | As at 30 June 2018 |
As at 31 December 2017 |
|
|---|---|---|---|---|
| EQUITY AND LIABILITIES | ||||
| D. | Equity | 4,777 | 6,112 | |
| 1. | Capital | 11,887 | 11,887 | |
| 1.1. | Authorized (subscribed) share capital | 11,887 | 11,887 | |
| 1.2. | Signed unpaid capital (-) | |||
| 1.3. | Own shares(-) | |||
| 2. | Shares premiums | |||
| 3. | Revaluation reserve | 5,658 | 5,900 | |
| 4. | Reserves | 18 | 971 | 1,001 |
| 5. | Retained earnings (loss) | (13, 687) | (12, 622) | |
| 6. | Influence of currency exchange rate | (52) | (54) | |
| 7. | Non-controlling interest | 0 | $\bf{0}$ | |
| Е. | Grants, subsidies | 19 | 624 | 629 |
| F. | Provisions | 2,331 | 2,386 | |
| 1. | Pensions provisions and similar provisions | 276 | 281 | |
| 2. | Taxes provisions | 1,651 | 1,694 | |
| 3. | Other provisions | 20 | 404 | 411 |
| G. | Accounts payable and liabilities | 21,037 | 20,194 | |
| 1. | Accounts payable after one year and other non-current liabilities |
21 | 497 | 497 |
| 2. | Account payable within one year and current liabilities | 20,541 | 19,698 | |
| 2.1. | Liabilities of debts | 172 | ||
| 2.2. | Debts for credit institutions | 21 | 9,765 | 10,152 |
| 2.3. | Received prepayments | 1,063 | 117 | |
| 2.4. | Debts to suppliers | 7,932 | 7,772 | |
| 2.5. | Payable sums acc.to bills and cheque | |||
| 2.6. | Payable sums for companies of Group of companies | |||
| 2.7. | Payable sums for associated companies | |||
| 2.8. | Profit tax payment obligations | |||
| 2.9. | Obligations related to work relations | 1,145 | 1,259 | |
| 2.10. | Other current liabilities | 464 | 398 | |
| Η. | Accrued charges and deferred income | 13 | 18 | |
| Total equity and liabilities | 28,783 | 29,338 |
Managing Director
Gediminas Čeika
Financial Director
Mindaugas Sologubas
page 6
| Ref. No. | 30 06 2018 | 30 06 2017 | |
|---|---|---|---|
| L | Cash flows from the key operations | ||
| 1.1 | Net result before taxes | (1, 380) | (179) |
| 1.2 | Depreciation and amortization expenses | 997 | 919 |
| 1.3 | (Amortisation) of grants | (64) | (61) |
| 1.4 | Result from disposal of non-current assets | (1) | |
| 1.5 | Write-off of non-current assets | ||
| 1.6 | Write-off of inventories | $\overline{0}$ | 5 |
| 1.7 | Depreciation of receivables | ||
| 1.8 | Other provisions | ||
| 1.9 | Change in provision for guarantee repair | (7) | (2) |
| 1.10 | Recovery of devaluation of trade receivables | 248 | |
| 1.11 | Influence of foreign currency exchange rate change | (2) | 22 |
| 1.12 | Financial income (interest income) | (299) | (278) |
| 1.13 | Financial expenses (interest expenses) | 279 | 301 |
| Cash flows from the key operations until decrease (increase) in working capital |
(228) | 724 | |
| II.1 | Decrease in receivables and other liabilities | (1, 235) | (2,901) |
| II.2 | Decrease in inventories | 1,015 | (885) |
| II.3 | Increase in trade and other payables | 1,008 | 3,279 |
| Cash flows from the main activities | 560 | 218 | |
| III.1 | Interest income | ||
| III.2 | Interest paid | (279) | (302) |
| III.3 | Income tax paid | (92) | (394) |
| Net cash flows from the key operations | 189 | (479) |
| IV. | Cash flows from (to) investing activities | ||
|---|---|---|---|
| IV.1 | Acquisition of tangible non-current assets | (100) | (237) |
| IV.2 | Capitalization of intangible non-current assets | (1) | |
| IV.3 | Proceed from disposal of non-current assets | 20 | |
| IV.4 | Loans granted | (906) | |
| IV.5 | Loans regained | ||
| IV.6 | Interest received | (390) | |
| Net cash flows from the investing activities | (102) | (1, 513) |
(continued on the next page)
| III. | Cash flows from the financial activities | (157) | (410) |
|---|---|---|---|
| III.1 | Cash flows related to the shareholders of the company | ||
| III.1.1 | Issue of shares | ||
| III.1.2 | Shareholders' contributions for covering losses | ||
| III.1.3 | Sale of own shares | ||
| III.1.4 | Payment of dividends | (2) | (879) |
| III.2 | Cash flows arising from other financing sources | ||
| III.2.1 | Grants received | 59 | |
| III.2.1.1 | Proceeds from non-current borrowings | 172 | 833 |
| III.2.1.2 | (Repayment) of borrowings | (373) | (360) |
| III.2.2 | Finance lease received | ||
| III.2.2.1 | Payments of leasing (finance lease) liabilities | (14) | (11) |
| III.3 | Other decreases in the cash flows from financial activities | ||
| III.4. | Redemption of issued securities | ||
| Net cash flows from the financial activities | (157) | (410) | |
| IV. | Cash flows from extraordinary items | ||
|---|---|---|---|
| IV.1. | Increase in cash flows from extraordinary items | ||
| IV.2. | Decrease in cash flows from extraordinary items | ||
| V. | The influence of exchange rates adjustments on the balance of cash and cash equivalents |
||
| VI. | Net increase (decrease) in cash flows | (70) | (2, 402) |
| VII. | Cash and cash equivalents at the beginning of period | 508 | 2,617 |
| VIII. | Cash and cash equivalents at the end of period | 438 | 216 |
Managing Director
Gediminas Čeika
Financial Director
Mindaugas Sologubas
page 8
AB SNAIGÉ, company code 249664610, Pramonès str. 6, Alytus Lithuania
CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2018
(all amounts are in EUR thousand unless otherwise stated)
Consolidated Statement of Changes in Equity
| authorised Paid up |
premiu Share |
shares (- Own |
Legal reserves | Other reserves | earnings Retained (losses) |
TOTAL | sharehol Minority ders |
TOTAL | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| capital | Ε | Compulsory | For acquiring own shares |
For social needs |
Other | exchange Currency reserve |
Revaluation reserve |
||||||
| Balance as at 31 January 2016 | 11,887 | $\circ$ | $\overline{\circ}$ | 901 | $\circ$ | $\circ$ | $\circ$ | (50) | 5,550 | 1,344 | 19,633 | $\circ$ | 19,633 |
| Net profit for the 2017 QI-II | (179) | (179) | (179) | ||||||||||
| Dividends | (1, 041) | (1, 041) | (1, 041) | ||||||||||
| Formed reserves | 69 | $30\,$ | (99) | $\circ$ | $\circ$ | ||||||||
| Other changes | $\boxed{1}$ | $\left( 1\right)$ | $\circ$ | (106) | (108) | $\odot$ | (108) | ||||||
| Other comprehensive income | 400 | 400 | 400 | ||||||||||
| Balance as at 30 June 2017 | 11,887 | $\circ$ | $\circ$ | 971 | 30 | (51) | 5,550 | 318 | 18,705 | $\circ$ | 18,705 | ||
| Net profit for the 2017 QIII-IV | (13, 262) | (13, 262) | $\circ$ | (13, 262) | |||||||||
| Non-current assets revaluation | 350 | 350 | 350 | ||||||||||
| Other changes | $\left( \frac{3}{2} \right)$ | $\odot$ | (3) | $\left( \frac{3}{2} \right)$ | |||||||||
| Other comprehensive income | 321 | 321 | 321 | ||||||||||
| Balance as at 31 December 2017 |
11,887 | $\circ$ | $\circ$ | 971 | $\overline{30}$ | $\circ$ | $\circ$ | (54) | 5,900 | (12, 622) | 6,112 | $\circ$ | 6,112 |
| Net profit for the 2018 QI-II | (1,380) | (1,380) | $\circ$ | (1,380) | |||||||||
| Transfers from reserves | (30) | 30 | $\circ$ | $\circ$ | $\circ$ | ||||||||
| Other changes | $\sim$ | (243) | (240) | (240) | |||||||||
| Other comprehensive income | 285 | 285 | 285 | ||||||||||
| Balance as at 30 June 2018 | 11,887 | 971 | (52) | 5,658 | (13, 687) | 4,777 | $\circ$ | 4,777 | |||||
| Managing Director | Gediminas Čeika | ||||||||||||
| Financial Director | Mindaugas Sologubas | ||||||||||||
page 9
AB Snaigė (hereinafter "the Company") is a public company registered in the Republic of Lithuania. The address of its registered office is as follows:
Pramonės str. 6, Alytus, Lithuania.
The Company is engaged in producing refrigerators and refrigerating equipment. The Company was registered on 1 April 1963. The Company's shares are traded on the Baltic Secondary List of the NASDAQ OMX Vilnius stock exchange.
Main shareholders of AB Snaigė as on June 30, 2018 and December 31, 2017 were:
| June 30, 2018 | December 31, 2017 | |||
|---|---|---|---|---|
| Number of shares owned |
Share of total capital, % |
Number of shares owned |
Share of total capital, % |
|
| Sekenora Holdings Limited | 36,096,193* | 91.10% | 36,096,193* | 91.10% |
| Other shareholders | 3,526,202 | 8.90% | 3,526,202 | 8.90% |
| Total | 39,622,395 | 100% | 39,622,395 | 100% |
* Out of this amount Sekenora Holdings Limited collateralized 4,584,408 shares to the bank in accordance with collateral agreement to ensure financial Snaige AB liabilities (31 December 2017 - 4,584,408).
All the shares of the Company are ordinary registered intangible shares with the par value of 0.30 euro each and were fully paid as at 30 June 2018 and 31 December 2017.
As at 30 June 2018 and 31 December 2017 the Company did not hold its own shares.
As at 30 June 2018 Sekenora Holdings Limited was ultimately owned by controlling shareholder Hymana Holdings Ltd.
The Group consisted of AB Snaige and the followings subsidiaries as at 30 June 2018 (hereinafter – "the Group"):
| Company | Country | Percentage of the shares held by the Group |
Profit (loss) for the reporting year |
Shareholders' equity |
|---|---|---|---|---|
| TOB Snaige Ukraina | Ukraine | 99% | (2) | 11 |
| UAB Almecha | Lithuania | 100% | (10) | 382 |
As at 30 June 2018, the Board of the Company consist of 5 members. The board does not have AB Snaigė representatives.
TOB Snaige Ukraina (Kiev, Ukraine) was established in 2002. Since the acquisition in 2002, the Company holds 99% shares of this subsidiary. The subsidiary provides sales and marketing services in the Ukrainian market.
UAB Almecha (Alytus, Lithuania) was established in 2006. The main activities of the company are production of refrigerating components and equipment. The Company acquired 100% of the Company's shares.
As at 30 June 2018 the number of employees of the Group was 664 (as at 30 June 2017 – 737).
The principal accounting policies adopted in preparing the Group's financial statements are as follows:
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the European Union (hereinafter "the EU").
These financial statements are prepared on the historical cost basis.
The Group's current liabilities exceeded current assets by EUR 9,183 thousand of 30 June 2018 (in the year 2017, December 31st current liabilities exceeded current assets by EUR 8,337 thousand).
Liquidity ratios became worse due to the fact that current liabilities of the Group increased significantly after reclassification of bank loan from long to current liabilities. This was done according to IFRS requirements, even though agreed terms of credit were not changed (note 21). Adjusted ratios, calculated according to real credit return terms, would be as follows:
These financial statements for the 30 June 2018 have been prepared based on the assumption that the Group will be able to continue as a going concern for at least 12 months. The going concern is based on the following assumptions:
The management of the Company agrees that all those assumptions above could be influenced of significant uncertainties, which could raise doubts about Company's ability to continue operating, because of the disability to realize its property and to implement its commitments by carrying out its normal activities. However despite all this the Company's management expects that the Company will have enough resources to continue operating in the near future. Therefore, the Group has continued to adopt the going concern basis of accounting in preparing these financial statements.
The Group's financial statements are presented in the currency of the European Union, the euro (EUR), which is the Company's functional and the Group's and the Company's presentation currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded at the foreign currency exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the statement of financial position date. All differences are included in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as of the date of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign entity and translated at the rate of exchange ruling at the statement of financial position date.
The functional currency of a foreign entity TOB Snaige Ukraina is Ukrainian hryvnia (UAH). As at the reporting date, the assets and liabilities of this subsidiary are / were translated into the presentation currency of AB Snaigė (EUR) at the rate of exchange at the statement of financial position date and their items of the statement of profit or loss and other comprehensive income are translated at the average monthly exchange rates for the reporting period. The exchange differences arising on the translation are stated in other comprehensive income.
On disposal of a foreign entity, the deferred cumulative amount recognised in the shareholders' equity caption relating to that particular foreign operation is transferred to profit or loss.
The applicable exchange rates in relation to euro as at the 30 June 2018 and 31 December 2017 were as follows:
| 30 June 2018 |
31 December 2017 |
|
|---|---|---|
| UAH | 30.48408 | 33.60862 |
| USD | 1.1658 | 1.1993 |
The consolidated financial statements of the Group include AB Snaigė and its subsidiaries. The financial statements of the subsidiaries are prepared for the same reporting year, using consistent accounting policies.
Subsidiaries are consolidated from the date from which effective control is transferred to the Company and cease to be consolidated from the date on which control is transferred out of the Group. All intercompany transactions, balances and unrealised gains and losses on transactions among the Group companies have been eliminated. The equity and net result attributable to non-controlling interest are shown separately in the statement of financial position and profit or loss.
Acquisitions and disposals of non-controlling interest by the Group are accounted as equity transaction: the difference between the carrying value of the net assets acquired from/disposed to the non-controlling interests in the Group's financial statements and the acquisition price/proceeds from disposal is accounted directly in equity.
Intangible assets are measured initially at cost. Intangible assets are recognised if it is probable that future economic benefits that are attributable to the asset will flow to the Group and the Company and the cost of asset can be measured reliably. After initial recognition, intangible assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets are amortised on a straight-line basis over their estimated useful lives (1–8 years).
Research costs are expensed as incurred. Development expenditure on individual projects is recognised as an intangible asset when the Group and the Company can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, their intention to complete and their ability to use or sell the asset so that the asset will generate future economic benefits, the availability of resources to complete the asset and the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use.
Amounts paid for licences are capitalised and amortised over their validity period.
The costs of acquisition of new software are capitalised and treated as an intangible asset if these costs are not an integral part of the related hardware. Software is amortised over a period not exceeding 3 years.
Costs incurred in order to restore or maintain the future economic benefits that the Group and the Company expect from the originally assessed standard of performance of existing software systems are recognised as an expense when the restoration or maintenance work is carried out.
Property, plant and equipment are assets that are controlled by the Group and the Company, which are expected to generate economic benefits in the future periods with the useful life exceeding one year, and which acquisition (manufacturing) costs could be reliably measured. Property, plant and equipment is stated at cost, excluding the costs of day-to-day servicing, less accumulated depreciation and accumulated impairment losses. Such cost includes the cost of replacing part of such assets when that cost is incurred if the asset recognition criteria are met. Replaced parts are written off.
(all amounts are in EUR thousand unless otherwise stated)
Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the profit or loss during the financial period in which they are incurred.
Increases in the carrying amount arising on revaluation of property, plant and equipment are credited to other comprehensive income and shown as revaluation reserve in shareholders' equity. The revaluation reserve for property, plant and equipment is being reduced each period by the difference between depreciation based on the revalued carrying amount of the asset and that based on its original cost, which is transferred directly to retained earnings.
Property, plant and equipment are shown at revalued amount, being the fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are made with sufficient regularity such that the carrying amount does not differ materially from that which is determined using fair value at the date of statement of financial position. The fair value of the property, plant and equipment is determined by appraisals undertaken by certified independent valuators. Any accumulated depreciation and impairment losses at the date of revaluation were eliminated against the gross carrying amount of the asset, instead the historical acquisition cost was increased by the surplus of the revaluation.
Increases in the carrying amount arising on revaluation of property, plant and equipment are credited to other comprehensive income and shown as revaluation reserve in shareholders' equity. The revaluation reserve for property, plant and equipment is being reduced each period by the difference between depreciation based on the revalued carrying amount of the asset and that based on its original cost, which is transferred directly to retained earnings.
The carrying amounts of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Decreases that offset previous increases of the same asset are charged to other comprehensive income and debited against revaluation reserve in equity; all other decreases are charged to the profit or loss. Revaluation increases that offset previous decreases charged to the profit or loss are recognised in the profit or loss.
Each year the difference between depreciation based on the revaluated carrying amount of the asset charged to the profit or loss, and depreciation based on the asset's original cost is transferred from revaluation reserve to retained earnings net of deferred income tax.
Depreciation is computed on a straight- Depreciation is computed on a straight-line basis over the following estimated useful lives from 1 October 2016:
| Buildings and structures (including investment property) | 15 - 73 years |
|---|---|
| Machinery and equipment | 5 - 63 years |
| Vehicles | 4 - 20 years |
| Other property, plant and equipment | 3 - 30 years |
Weighted average useful lives from 1 October 2016 are as follows:
| Buildings and structures (including investment property) | 55 years |
|---|---|
| Machinery and equipment | 21 years |
| Vehicles | 16 years |
| Other property, plant and equipment | 12 years |
The asset's carrying amounts, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year end.
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount of property, plant and equipment and are recognised within other income or other expenses in the statement of comprehensive income. When revalued assets are sold, the amounts included in revaluation reserve are transferred to retained earnings.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of comprehensive income in the year the asset is derecognised.
Construction in progress is stated at cost less accumulated impairment. This includes the cost of construction, plant and equipment and other directly attributable costs. Construction in progress is not depreciated until the relevant assets are completed and put into operation.
Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. Non-current assets are classified as held for sale if their carrying amounts will be recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition. Property, plant and equipment once classified as held for sale are not depreciated.
If the Group has classified an asset as held for sale, but the above mentioned criteria are no longer met, the Group ceases to classify the asset as held for sale and measure a non-current asset that ceases to be classified as held for sale at the lower of: its carrying amount before the asset was classified as held for sale, adjusted for any depreciation, amortisation or revaluations that would have been recognised had the asset not been classified as held for sale, and its recoverable amount at the date of the subsequent decision not to sell. The adjustment to the carrying amount of a noncurrent asset that ceases to be classified as held for sale and recorded in profit or loss in the period in which the criteria are no longer met.
Inventories are valued at the lower of cost or net realisable value, after write-down of obsolete and slow moving items. Net realisable value is the selling price in the ordinary course of business, less the costs of completion, marketing and distribution. Cost is determined by the first-in, first-out (FIFO) method. The cost of finished goods and work in progress includes the applicable allocation of fixed and variable overhead costs based on a normal operating capacity. Unrealisable inventory is fully written-off.
Receivables are initially recorded at the true value at the same moment as they were given. Later receivables and loans are accounted in justice to their depreciation.
Cash includes cash on hand and cash with banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value.
For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand, deposits at current accounts, and other short-term highly liquid investments.
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised, otherwise – expensed as incurred. No borrowing costs were capitalised as at 30 June 2018 and 31 December 2017.
Borrowings are initially recognised at fair value of proceeds received, net of expenses incurred. They are subsequently carried at amortised cost, the difference between net proceeds and redemption value being recognised in the net profit or loss over the period of the borrowings (except for the capitalised portion as discussed above).
Borrowings are classified as non-current if the completion of a refinancing agreement before the balance sheet date provides evidence that the substance of the liability at the balance sheet date was non-current.
Derivative financial instruments are initially recognised at fair value on the date the derivative contract is entered into. Subsequent to initial recognition and measurement, outstanding derivatives are carried in the statement of financial position at the fair value. Fair value is determined using the discounted cash flow method applying the effective interest rate. The estimated fair values of these contracts are reported on a gross basis as financial assets for contracts having a positive fair value; and financial liabilities for contracts with a negative fair value. Contracts executed with the same counterparty under legally enforceable master netting agreements are presented on a net basis. The Group had no derivative contracts outstanding as at 30 June 2018 and 31 December 2017.
Gain or loss from changes in the fair value of outstanding derivative contracts is recognised in the comprehensive income statement as they arise.
Factoring transaction is a funding transaction wherein the company transfers to factor claim rights for determined fee. The companies alienate rights to receivables due at a future date according to invoices.
The Group recognises finance leases as assets and liabilities in the statement of financial position at amounts equal at the inception of the lease to the fair value of the leased property or, if lower, to the present value of the minimum lease payments. The rate of discount used when calculating the present value of minimum payments of finance lease is the nominal interest rate of finance lease payment, when it is possible to determine it, in other cases, Group's composite interest rate on borrowings is applied. Directly attributable initial costs are included into the asset value. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
Direct expenses incurred by the lessee during the lease period are included in the value of the leased asset.
The depreciation is accounted for finance lease assets and it also gives rise to financial expenses in the statement of comprehensive income for each accounting period. The depreciation policy for leased assets is consistent with that for depreciable assets that are owned. The leased assets cannot be depreciated over the period longer than the lease term, unless the Group according to the lease contract, gets transferred their ownership after the lease term is over.
If the result of sales and lease back transactions is finance lease, any profit from sales exceeding the book value is not recognised as income immediately. It is deferred and amortised over the finance lease term.
Leases where the lessor retains all the risk and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the statement of comprehensive income on a straight-line basis over the lease term.
If the result of sales and lease back transactions is operating lease and it is obvious that the transaction has been carried out at fair value, any profit or loss is recognised immediately. If the sales price is lower than the fair value, any loss is recognised immediately, except for the cases when the loss is compensated by lower than market prices for lease payments in the future. The loss is then deferred and it is amortised in proportion to the lease payments over a period, during which the assets are expected to be operated. If the sales price exceeds the fair value, a deferral is made for the amount by which the fair value is exceeded and it is amortised over a period, during which the assets are expected to be operated.
Grants and subsidies (hereinafter Grants) received in the form of non-current assets or intended for the purchase, construction or other acquisition of non-current assets are considered as asset-related grants (mainly received from the EU and other structural funds). Assets received free of charge are also allocated to this group of grants. The amount of the grants related to assets is recognised in the financial statements as used in parts according to the depreciation of the assets associated with this grant. In the statement of comprehensive income, a relevant expense account is reduced by the amount of grant amortisation.
Grants received as a compensation for the expenses or unearned income of the current or previous reporting period, also, all the grants, which are not grants related to assets, are considered as grants related to income (mainly received from the EU and other structural funds). The income-related grants are recognised as used in parts to the extent of the expenses incurred during the reporting period or unearned income to be compensated by that grant.
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The provisions are reviewed at each balance sheet date and adjusted in order to present the most reasonable current estimate.
According to the collective agreement, each employee leaving the Company at the retirement age is entitled to a onetime payment. Employment benefits are recognised in the statement of financial position and reflect the present value of future payments at the date of the statement of financial position. The above mentioned employment benefit obligation is calculated based on actuarial assumptions, using the projected unit credit method. Present value of the non-current obligation to employees is determined by discounting estimated future cash flows using the discount rate which reflects the interest rate of the Government bonds of the same currency and similar maturity as the employment benefits. Actuarial gains and losses are recognised in the statement of comprehensive income as incurred.
Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of the revenue can be measured reliably. Sales are recognised net of VAT and discounts. Revenue from sales of goods is recognised when delivery has taken place and transfer of risks and rewards has been completed.
Revenue from services is recognized on accrual basis when services are rendered and are stated in the statement of comprehensive income.
In these consolidated financial statements intercompany sales are eliminated.
Financial assets are reviewed for impairment at each reporting date.
For financial assets carried at amortised cost, whenever it is probable that the Group will not collect all amounts due according to the contractual terms of loans or receivables, impairment is recognised in the statement of comprehensive income. The reversal of impairment losses previously recognised is recorded when the decrease in impairment loss can be justified by an event occurring after the write-down. Such reversal is recorded in the statement of comprehensive income. However, the increased carrying amount is only recognised to the extent it does not exceed the amortised cost that would have been had the impairment not been recognised.
Other assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the statement of comprehensive income. Reversal of impairment losses recognised in prior years is recorded when there is an indication that the impairment losses recognised for the asset no longer exist or have decreased. The reversal is accounted for in the same caption of the statement of comprehensive income as the impairment loss.
Subsequent events that provide additional information about the Group's position at the date of the statement of financial position (adjusting events) are reflected in the financial statements. Subsequent events that are not adjusting events are disclosed in the notes when material.
When preparing the financial statements, assets and liabilities, as well as revenue and expenses are not set off, except the cases when a certain International Financial Reporting Standard specifically requires such set-off.
The Group's sole business segment identified for the management purposes is the production of refrigerators and specialised equipment, therefore this note does not include any disclosures on operating segments as they are the same as information provided by the Group in these financial statements.
Information on Group's sales is presented below:
| Total sales revenue | Inter-group sales | Sales revenue | |||||
|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | 2018 | 2017 | ||
| Russia | 139 | 313 | - | - | 139 | 313 | |
| Ukraine | 2,822 | 3,651 | - | - | 2,822 | 3,651 | |
| Western Europe | 6,880 | 6,260 | - | - | 6,880 | 6,260 | |
| Central Europe | 3,633 | 3,621 | - | - | 3,633 | 3,621 | |
| Lithuania | 2,224 | 2,769 | (88) | (177) | 2,136 | 2,592 | |
| Other CIS countries | 535 | 1,743 | - | - | 535 | 1,743 | |
| Other Baltic states | 414 | 514 | - | - | 414 | 514 | |
| Other countries | 177 | 36 | - | - | 177 | 36 | |
| Total | 16,824 | 18,907 | (88) | (177) | 16,736 | 18,730 |
Transactions between the Group companies are made on commercial terms and conditions. Inter-group sales are eliminated in consolidation.
As at 30 June 2018 the sales to the five largest buyers comprised 35.23 % of total sales, including: the first buyer 8.72% (as at 2017 – 28.89 %, including: the first buyer 7.21%).
5 Other income
| 30 06 2018 | 30 06 2017 | |
|---|---|---|
| Raw materials | 10,906 | 11,725 |
| Salaries and wages | 1,721 | 1,759 |
| Depreciation and amortisation | 714 | 675 |
| Other | 2,297 | 2,248 |
| Total: | 15,638 | 16,407 |
| 30 06 2018 | 30 06 2017 | |
|---|---|---|
| Selling expenses | 1,180 | 1,331 |
| General and administrative expenses | 1,357 | 1,151 |
| 2,537 | 2,482 |
| 30 06 2018 | 30 06 2017 | |
|---|---|---|
| Transportation expenses | 98 | 108 |
| Expenses from rent of equipment | - | - |
| Gain on disposal of property, plant and equipment | - | - |
| Other | 19 | 21 |
| 117 | 129 |
| 30 06 2018 | 30 06 2017 | |
|---|---|---|
| Foreign currency exchange gain | 2 | - |
| Interest income and other | 299 | 278 |
| 301 | 278 |
| 30 06 2018 | 30 06 2017 | |
|---|---|---|
| Interest expenses | 275 | 301 |
| Loss of foreign currency exchange, net | 5 | 22 |
| Realized loss on foreign currency derivatives | - | - |
| Loss of foreign currency translation transactions | - | 0 |
| Other | 0 | - |
| 279 | 323 |
| Balance sheet value | ||||
|---|---|---|---|---|
| 30 06 2018 | 31 12 2017 | |||
| Development costs | 1,297 | 1,445 | ||
| Software, license | 35 | 56 | ||
| Other intangible assets | 281 | 126 | ||
| Total: | 1,613 | 1,627 |
Over 2018 the Group has accumulated EUR 171 thousand (2017 - EUR 165 thousand) of intangible assets depreciation The amount of EUR 4 thousand for 2018 (EUR 5 thousand for 2017) was included into production costs. The remaining amount of EUR 167 thousand (EUR 160 thousand for 2017) was included into administration expenses in the Group's profit or loss.
Part of non-current intangible assets of the Group with the acquisition value of EUR 3,908 thousand as at 30 June 2018 was fully amortised (EUR 3,843 thousand as at 31 December 2017) but was still in use.
| Balance sheet value | |||
|---|---|---|---|
| 30 06 2018 | 31 12 2017 | ||
| Land and buildings | 5,455 | 5,558 | |
| Machinery and equipment | 8,577 | 9,080 | |
| Vehicles and other property | 1,537 | 1,660 | |
| Construction in progress and prepayments | - | 24 | |
| Total: | 15,569 | 16,322 | |
Starting from 30 September 2016 the Group and the Company decided to revaluate the non-current assets, including buildings, structures, machinery and equipment as well as other production equipment. The valuation of non-current assets for financial reporting purposes has been carried out by external, independent valuator, having appropriate recognised professional qualifications and recent experience in the location and category of the property being valued. The valuation of real estate was based on the comparable method by comparing sales prices of similar real estate in Lithuania. The valuation of machinery and equipment and other non-current assets was based on comparable or depreciated replacement cost (DRC) methods.
Building and structures were attributed to Level 3 of fair value hierarchy. Under the Market method the sale transactions or offer examples in respect of the real estate and constructions were observed in the market. The comparable real estate objects were selected due to the similarity with the object being measured with respect to size, nature, location, intended use, condition and other parameters. The valuation of real estate required adjustments to reflect differences between the objects being measured and comparable objects.
Machinery and equipment, vehicles and other assets were also attributed to Level 3 of fair value hierarchy. Part of the machinery was valued based on at least two or three comparable inputs. Comparable inputs selected were similar to the assets subject to valuation. This method was used for the measurement of a part of equipment in respect of which sale or offer market data was available. The remaining part of machinery and equipment were valued by DRC method. The replacement values of these non-current assets were based on their acquisition costs and comparable price changes provided by the Statistics Department. When establishing physical obsolescence it is assumed that the value of property being measured is written off in proportion to the number of years. The assets subject to valuation were classified into categories in respect of which the useful life up to 20 years depending on the group of asset was established based on the expert opinion of the valuer.
The estimated fair value of the buildings and structures amounted to EUR 5,610 thousand and the value of machinery and equipment, vehicles and other assets amounted to EUR 10,610 thousand as at 30 September 2017, based on the methods described above.
Asset were valued under this scheme:
Other movable assets were valuated usinf comparisson method, while special movable assets and other assets, not possible to value at comparison model, were valuated at DRC model. Some assets, not possible to value by methods described above, were valuated at disposal rate.
The remaining value was allocated to all velued items, by using correction coeficients. Only assets, vauled by DRC and disposal methods, were corrected using coeficients.
The increase in value of non-current tangible assets was registered by increasing the acquisition cost of the asset and was accounted as follows as at 30 September 2017:
| The Company | Book value | Revalued amounts Revaluation surplus | |
|---|---|---|---|
| Buildings and structures | 5,229 | 5,610 | 381 |
| Machinery and equipment | 8,959 | 8,983 | 24 |
| Vehicles and other assets | 1,605 | 1,627 | 22 |
| Total | 15,793 | 16,220 | 427 |
The increase in value of non-current tangible assets was registered by increasing the acquisition cost of the asset and was accounted as follows as at 30 September 2016:
| The Company | Book value | Revalued amounts | Revaluation surplus |
|---|---|---|---|
| Buildings and structures | 2,180 | 5,455 | 3,275 |
| Machinery and equipment | 2,918 | 9,447 | 6,529 |
| Vehicles and other assets | 552 | 1,820 | 1,277 |
| Total | 5,650 | 16,722 | 11,081 |
The useful life terms of Non-current material assets, in years:
| Statistical | Remanining useful life terms at the revaluation date |
Remanining useful life terms, stated after revaluation |
|
|---|---|---|---|
| Land and buildings | 49 | 22 | 26 |
| Machinery and equipment | 6 | 1 | 8 |
| Vehicles | 6 | 1 | 4 |
| Other plant, devices, tools and equipment | 5 | 0,5 | 5 |
| Other tangible assets | 5 | 0,5 | 8 |
The new useful lifetimes for assessing depreciation have been applied since 1 October 2016.
The depreciation charge of the Group's property, plant and equipment and investment property for 2018 first half amounts to EUR 825 thousand (EUR 754 thousand for 2017). After the assessment of amortization of grants (2018 - 64 and 2017 - 61 ), the amount of EUR 768 thousand for 2018 (EUR 704 thousand for 2017) was included into production costs. The remaining amount of EUR 57 thousand (EUR 50 thousand for 2017) was included into administration expenses in the Group's profit or loss.
As at 30 June 2018 buildings of the Group and the Company with the carrying amount of EUR 5,280 thousand, (as at 31 December 2017 – EUR 5,373 thousand respectively), the Group's and the Company's machinery and equipment with the carrying amount of EUR 7,753 thousand (as at 31 December 2017 – EUR 8,294 thousand respectively) were pledged to bank as a collateral for the loans (Note 21).
| Group | Company | |||
|---|---|---|---|---|
| 30 June 2018 | 31 December 2017 | 30 June 2018 | 31 December 2017 | |
| Loans granted | 9,842 | 9,842 | 9,842 | 9,842 |
| Interest calculated | 2,627 | 2,328 | 2,627 | 2,328 |
| Total receivables | 12,469 | 12,170 | 12,469 | 12,170 |
| Minus: Provisons for doubtfull loans |
(9,842) | (9,842) | (9,842) | (9,842) |
| Provisons for doubtfull interest | (2,627) | (2,328) | (2,627) | (2,328) |
| Minus: total provisions | (12,469) | (12,170) | (12,469) | (12,170) |
| Net receivables | ||||
| Out of them: | ||||
| Loans granted | - | - | - | - |
| Interest calculated | - | - | - | - |
| Total | - | - | - | - |
One of the granted loans, amounting to EUR 10,725 thousand (including accumulated interest), expired on June 1st, 2018, and at the moment of statement preparation was not returned. Other loans are not expired yet.
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Raw materials, spare parts and production in progress | 2,752 | 2,801 |
| Finished goods | 652 | 1,596 |
| Other | 272 | 123 |
| Total inventories, net | 3,676 | 4,520 |
Raw materials and spare parts consist of compressors, components, plastics, wires, metals and other materials used in the production. As at 30 June 2018 the Group and Company has no legal restrictions on inventories.
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Receivables | 7,890 | 6,789 |
| Less: impairment allowance for doubtful receivables | (1,017) | (1,068) |
| 6,873 | 5,721 |
Trade receivables are non-interest bearing and are generally on 30 – 90 days terms.
As at 30 June 2018 100% impairment was accounted trade receivables of the Group in gross values of EUR 1,017 thousand (as at 31 December 2017 – EUR 1,068 thousand). Change in impairment allowance for receivables was accounted for within administrative expenses.
Impairment allowance for doubtful receivables is recognised due to receivables from not related customers.
Trade receivables from the Group in the amount of EUR 3,495 thousand as at 30 June 2018 (EUR 2,926 thousand as at 31 December 2017) were insured with credit insurance by Atradius Sweden Kreditförsäkring Lithuanian branch. Trade receivables from Ukraine, Moldova, Russia and other CIS countries are not insured.
Movements in the individually assessed impairment of trade receivables were as follows:
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Balance at the beginning of the period | (1 068) | (1 060) |
| Charge for the year | - | (46) |
| Write-offs of trade receivables | - | 1 |
| Effect of the change in foreign currency exchange rate | (1) | 2 |
| Amounts paid | 52 | 36 |
| Balance in the end of the period | (1 017) | (1 068) |
The receivables are written-off when it becomes obvious that they will not be recovered.
Group has factoring agreement, but there are no any restrictions on company assests according to this agreement.
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Prepayments and deferred expenses | 30 | 70 |
| VAT receivable | 118 | 162 |
| Compensations receivable from suppliers | - | - |
| Restricted cash | 4 | 4 |
| Granted loans | - | - |
| Income tax paid in advance | 198 | 235 |
| Other receivables | 264 | 168 |
| 614 | 639 |
Movements in the individually assessed impairment of other receivables were as follows:
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Balance at the beginning of the period | - | - |
| Charge for the year | - | - |
| Effect of the change in foreign currency exchange rate | - | - |
| Amounts paid | - | - |
| Write off | - | - |
| Balance in the end of the period | - | - |
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Cash at bank | 427 | 503 |
| Cash on hand | 8 | 5 |
| Cash in transit | 2 | - |
| 438 | 508 |
According to the Law on Companies of the Republic of Lithuania the Company's total equity cannot be less than 1/2 of its share capital specified in the Company's by-laws. As at 30 June 2018 the Company was not in compliance with this requirement.
Implementing the decision of Bank of Lithuania (note 27), Ordinary General Meeting of shareholders, held on 30 April 2018, decided to reduce the company's authorized capital from EUR 11 886 718,50 to EUR 8 320 702,95 and to increase the revaluation reserve by EUR 3 566 015,55 by the amount of reduced authorized capital. After implementing this action, the Company will comply to above mentioned requirement. At the moment of report preparation, reduced authorized capital was not registred yet (note 30).
The Company's legal reserve is compulsory under Lithuanian legislation. Annual transfers of not less than 5% of net profit are compulsory until the reserve reaches 10% of the share capital. As at 30 June 2018 the legal reserve has not been fully formed yet.
As of 30 June 2018 the legal reserve amounted to EUR 971 thousand.
Other reserves are formed based on the decision of the General Shareholders' Meeting for special purposes. All distributable reserves before distributing the profit are transferred to retained earnings and redistributed annually under a decision of the shareholders.
The foreign currency translation reserve is used for translation differences arising upon consolidation of the financial statements of foreign subsidiaries.
Exchange differences are classified as equity in the consolidated financial statements until the disposal of the investment. Upon disposal of the corresponding investment, the cumulative translation reserve is transferred to retained result in the same period when the gain or loss on disposal is recognised.
| Balance as at 31 December 2013 | 3,100 |
|---|---|
| Received during the period | 12 |
| Balance as at 31 December 2014 | 3,112 |
| Received during the period | 705 |
| Balance as at 31 December 2015 | 3,817 |
| Received during the period | - |
| Balance as at 31 December 2016 | 3,817 |
| Received during the period | 48 |
| Balance as at 31 December 2017 | 3,865 |
| Received during the period | 29 |
| Balance as at 31 March 2018 | 3,894 |
| Received during the period | 31 |
| Balance as at 30 June 2018 | 3,924 |
| Accumulated amortisation as at 31 December 2013 | 2,914 |
| Amortisation during the period | 25 |
| Accumulated amortisation as at 31 December 2014 | 2,939 |
| Amortisation during the period | 48 |
| Accumulated amortisation as at 31 December 2015 | 2,987 |
| Amortisation during the period | 127 |
| Accumulated amortisation as at 31 December 2016 | 3,114 |
| Amortisation during the period | 122 |
| Accumulated amortisation as at 31 December 2017 | 3,236 |
| Amortisation during the period | 32 |
| Accumulated amortisation as at 31 March 2018 | 3,268 |
| Amortisation during the period | 32 |
| Accumulated amortisation as at 30 June 2018 | 3,300 |
| Carrying amount as at 30 June 2018 | 624 |
| Carrying amount as at 31 December 2017 | 629 |
The grants were received for the renewal of production machinery and repairs of buildings in connection with the elimination of CFC 11 element from the production of polyurethane insulation and filling foam, and for elimination of greenhouse gases in the manufacturing of domestic refrigerators and freezers, also, for increase in efficiency by investing into the production of commercial refrigerators and infrastructure development via investments into a research centre of new products.
Grants are amortised over the same period as the machinery and other assets for which grants were designated when compensatory costs are incurred. The amortisation of grants is included in production cost against depreciation of machinery and reconstruction of buildings for which the grants were designated. Provisions for guarantee related liabilities.
The Group provide a warranty of up to 2 years for the production sold. The provision for warranty repairs was accounted for based on the expected cost of repairs and statistical warranty repair rates and divided respectively into non-current and current provisions.
Changes in warranty provisions were as follows:
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| As at 1 January | 411 | 499 |
| Additions during the year | 99 | 181 |
| Utilised | (89) | (196) |
| Foreign currency exchange effect | - | - |
| Written off | (17) | (73) |
| 404 | 411 | |
| Warranty provisions are accounted for: | 30 06 2018 | |
| - - non- current |
246 | |
| - current |
159 | |
| 31 12 2017 | ||
| - non- current | 257 | |
| - current | 154 | |
| 21 Borrowings |
||
| 30 06 2018 | 31 12 2017 |
| Non-current borrowings | ||
|---|---|---|
| Non-current borrowings with fixed interest rate | - | - |
| Non-current borrowings with variable interest rate | 413 | 413 |
| Long-term liabilities of leasing companies | 84 | 84 |
| 497 | 497 | |
| Current borrowings | ||
| Current borrowings with fixed interest rate | - | - |
| Long-term loans of the current year | 9,751 | 10,124 |
| Current liabilities of leasing companies | 14 | 28 |
| Other debt liabilities | 172 | - |
| 9,937 | 10,152 | |
| Total | 10,434 | 10,648 |
| Type | Maturity | As at June 30 2018 |
As at December 31 2017 |
|
|---|---|---|---|---|
| Borrowing 1 | Loan | 2019-12-23 | 9,631 | 9,884 |
| Borrowing 2 | Loan | 2020-04-10 | 533 | 653 |
| Factoring | 172 | - | ||
| Leasing 1 | 2021-03-26 | 33 | 38 | |
| Leassing 2 | 2021- 05-26 | 14 | 16 | |
| Leassing 3 | 2021-08-26 | 12 | 14 | |
| Leasing 4 | 2022-07-11 | 40 | 44 | |
| 10,434 | 10,648 | |||
The main information on individual borrowings is disclosed below:
The loan 1 bear 1-month EURIBOR + 5.75 annual interest rate as at 30 June 2018, the loan 2 bear 5% fixed interest rate, with right to review conditions 6-month EURIBOR + 3,5% margin (as at 31 December 2017 the conditions were the same as in 30 June2018 ).
As of 30 June 2018 the Company's buildings with the carrying amount of EUR 5,280 thousand (EUR 5,373 thousand as at 31 December 2017), the Group's and Company's machinery and equipment with the carrying amount of EUR 7,753 thousand (EUR 8,294 thousand as at December 2017) were pledged to the banks for the loans.
Under loan agreement, company has to comply with certain covenants, such as Debt/EBITDA ratio. At 31 December 2017 Company did not comply with this ratio, but on 16 April 2018 an agreement with bank was signed, where this covenant for year 2017 was cancelled. For this reason, loan in financial account was reclassified as short term.
Under loan agreement 2, Company pledged all current and incoming funds in Bank accounts. Maximum value of collateral is agreed at 833 thousand EUR. Sekenora Holding Limited also pledged 4,584 thousand shares of the Company as collateral, at nominal value 1,375 thousand EUR.
According to factoring agreement, maximum factoring limit is 500 thous. EUR. Factring can be used only for insured customers.
Borrowings in national currencies:
Repayment schedule for borrowings:
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Borrowings denominated in: | ||
| EUR | 10,434 | 10,648 |
| USD | - | - |
| 10,434 | 10,648 | |
| Fixed interest rate |
Variable interest rate |
|
|---|---|---|
| 2018 | - | 9,937 |
| 2019 | - | 334 |
| 2020 | - | 139 |
| 2021 | - | 18 |
| 2022 | - | 6 |
| - | 10,434 |
Interest rates for financial leasing are fixed at 3,5 % and 3,9 %.
Financial lease payments in future are for dates June 30, 2018 and December 31, 2017 as follows:
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| 2018 | 16 | 32 |
| 2019 - 2022 | 88 | 88 |
| Financial lease liabilities total | 104 | 120 |
| Interest | (6) | (8) |
| Financial lease liabilities current value | 98 | 112 |
| Financial lease obligations are accounted as: | ||
| - non- current |
14 | 28 |
| - current |
84 | 84 |
| Assets under financial lease are vehicles and machinery. Term of lease – 5 years. | ||
| Book value of leased assets: |
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Machinery and equipment | 187 | 200 |
The Group have concluded several contracts of operaing lease of land and premises. The terms of lease do not include restrictions of the activities of the Group in connection with the dividends, additional borrowings or additional lease agreements. In 2018 first half the lease expenses of the Group amounted to EUR 34 thousand (in 2017 EUR 30 thousand respectively).
Planned operaiting lease expenses of the Group in 2018 will be EUR 61 thousand.
The most significant operating lease agreement of the Group is the non-current agreement of AB Snaigė signed with the Municipality of Alytus for the rent of the land. The payments of the lease are reviewed periodically; the lease end term is 2 July 2078.
Future lease payments according to the signed lease agreements are not defined as agreements might be cancelled upon the prior notice of 1 month.
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Salaries and related taxes | 761 | 730 |
| Vacation reserve | 383 | 529 |
| Dividends payable | 50 | 52 |
| Accrued interest | 13 | 18 |
| Other taxes payable | 6 | 7 |
| Other payables and accrued expenses | 409 | 339 |
| 1,622 | 1,674 |
Terms and conditions of other payables:
- Other payables are non-interest bearing and have the settlement term up to six months.
- Interest payable is normally settled monthly throughout the financial year.
| 30 06 2018 | 30 06 2017 | |
|---|---|---|
| Shares issued 1 January | 39,622,395 | 39,622,395 |
| Net profit (loss) for the year, attributable to the shareholders of company, in EUR | (1,379,727) | (215,275) |
| Basic profit (loss) per share, in EUR | (0.03) | (0.01) |
The Group and the Company have exposure to the following risks: credit risk, liquidity risk and market risk. This note presents information about the Group's and the Company's exposure to each of these risks, the Company's objectives, policies and processes for measuring and managing risk, and the Company's management of capital. Further quantitative disclosures are included throughout these financial statements.
The Board has overall responsibility for the establishment and oversight of the Group's and the Company's risk management framework. The Group's and Company's risk management policies are established to identify and analyze the risks faced by the Group and the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's and the Company's activities. The Group and the Company aim to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
As at 30 June 2018 and 31 December 2017, the maximum exposure to credit risk is represented by the carrying amount of each financial asset, consequently, the Group's and the Company's management considers that its maximum exposure is reflected by the amount of loans receivable from related parties, trade and other receivables, net of impairment allowance, and the amount of cash and cash equivalents recognised at the date of the statement of financial position. Credit risk or risk that a counterparty will not fulfil its obligations, is controlled by credit terms and monitoring procedures, using services of external credit insurance agencies
. As at 30 June 2018 and 31 December 2017, the credit risk was related to:
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Loans with interest receivable from related parties | 12,469 | 12,170 |
| Trade and other receivables | 6,873 | 5,721 |
| Cash and cash equivalents | 438 | 508 |
| 19,780 | 18,399 |
As at 30 June 2018 and as at 31 December 2017 the main part of the loans granted consist of the loan granted to intermediate shareholder.
The concentration of the Group's trade partners and the largest credit risk related to trade receivables according to clients as at 30 June 2018 and 31 December 2017:
| 2018 | % | 2017 | % | |
|---|---|---|---|---|
| Client 1 | 878 | 11 | 890 | 13 |
| Client 2 | 693 | 9 | 627 | 9 |
| Client 3 | 377 | 5 | 390 | 6 |
| Client 4 | 331 | 4 | 371 | 5 |
| Client 5 | 328 | 4 | 285 | 4 |
| Client 6 | 327 | 4 | 230 | 3 |
| Client 7 | 288 | 4 | 229 | 3 |
| Other clients | 4,668 | 59 | 3,767 | 57 |
| Impairment | (1,017) | (1,068) | ||
| 6,873 | 100 | 5,721 | 100 |
Trade receivables according to geographic regions:
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Central Europe | 1,155 | 1,197 |
| Ukraine | 1,536 | 1,092 |
| Lithuania | 1,114 | 589 |
| Western Europe | 2,557 | 2,246 |
| Other CIS countries | 1,147 | 122 |
| Other Baltic States | 148 | 121 |
| Russia | 92 | 137 |
| Other | - | 13 |
| 6,873 | 5,721 |
Central Europe comprises Poland, the Czech Republic, Bulgaria; Western Europe comprises France, Germany, Norway, Portugal; other CIS countries include Uzbekistan, Moldova, and Azerbaijan.
The Group's and the Company's management believes that the maximum risk equals to trade receivables, less recognised impairment losses at the reporting date. The Group and the Company do not provide guarantees for obligations of other parties, except for those disclosed in Note 14.
The credit policy is implemented by the Group and the Company and credit risk is constantly controlled. Credit risk assessment is applied to all clients willing to get a payment deferral.
Trade receivables from the Group in the amount of EUR 3,495 thousand as at 30 June 2018 (EUR 2,926 thousand as at 31 December 2017) were insured with credit insurance by Atradius Sweden Kreditförsäkring Lithuanian branch. Trade receivables from Ukraine, Moldova, Russia and other CIS countries were not insured.
In accordance with the policy of receivables recognition as doubtful, the payments variations from agreement terms are monitored and preventive actions are taken in order to avoid overdue receivables in accordance with the standard of the Group entitled "Trade Credits Risk Management Procedure".
According to the policy of the Group, receivables are considered to be doubtful if they meet the following criteria:
- the client is late with settlement for 60 and more days, receivable amount is not covered by insurance and it does not come from subsidiaries;
The Group's borrowings are subject to variable interest rates related to EURIBOR.
As at 30 June 2018 and 31 December 2017 the Group did not use any financial instruments to hedge against interest rate risk.
The Group's policy is to maintain sufficient cash and cash equivalents by using cash flows statements with liquidity forecasting for future periods. The statement comprises predictable cash flows of monetary operations and effective planning of cash investment if it is necessary.
The purpose of the Group's liquidity risk management policy is to maintain the ratio between continuous financing and flexibility in using overdrafts, bank loans, bonds, financial and operating lease agreements.
The Group significantly reduced income earned in USD.
Most of income is earned in euro by the Group.
The Group manage share capital, share premium, legal reserves, reserves, foreign currency translation reserve and retained earnings as capital. The primary objective of the Group's capital management is to ensure that the Group complies with the externally imposed capital requirements and to maintain appropriate capital ratios in order to ensure its business and to maximise the shareholders' benefit.
The Group manages its capital structure and makes adjustments to it in the light of changes in the economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Company is obliged to keep its equity not lower than 50% of its share capital, as imposed by the Law on Companies of the Republic of Lithuania. As at 30 June 2018 the Group and the Company did not fulfil this requirement (note 17). There were no other significant externally imposed capital requirements on the Group.
The tax authorities may at any time perform investigation of the Company's accounting registers and records for the period of five years preceding the accounting tax period, as well as calculate additional taxes and penalties. Management of the Company is not aware of any circumstances which would cause calculation of additional significant tax liabilities.
In 2013 the Company had a heating power purchase agreement; based on the agreement, the Company is obliged, for the 10-year period, to purchase 6,000 Kwh of heating power each year. If the Company fails to purchase the agreed quantity of power or in case of agreement termination, the fine from EUR 579 thousand in the first year of the agreement to EUR 58 thousand in the tenth year of the agreement shall be imposed. The Company complied with its contractual liabilities.
On December 19, 2017 the Company issued guarantee letter for daughter company Almecha liability of contract advance payment insurance. The contract covers production of manufacturing line, same as several ones before. Moreover, Almecha is fully capable to cover these losses if such occur, so probability of having to cover this guarantee is very low. Maximum liability amount – EUR 466 thousand, insurance valid until 1 January 2019.
AB Snaigė in 2018 February 1 has received a decision No. 241-19 dated 29 January adopted by the director of the Supervision Service of the Bank of Lithuania (hereinafter – Decision), which states:
1.1 That pursuant to a resolution of the Director of the Supervision Service of the Bank of Lithuania, AB Snaigė was imposed a fine of EUR 207,250.00 (two hundred seven thousand two hundred fifty) for a violation of Article 22 of the Law on Securities of the Republic of Lithuania and for failure to comply with the mandatory instructions of the Bank of Lithuania;
1.2. That AB Snaigė financial statements of 2016 do not comply with IAS 1 'Presentation of Financial Statements', IAS 16 'Property, Plant and Equipment', and IAS 39 'Financial Instruments: Recognition and Measurement' requirements; 1.3. The impact of violations on the financial statements:
(all amounts are in EUR thousand unless otherwise stated)
1.3.1. receivables from affiliated companies (at the end of 2015 – EUR 9.8 million, at the end of 2016 – EUR 10.64 million) showed signs of impairment that were not assessed and no present value of the receivables was calculated and therefore no precise impact on the Company's financial position and financial results can be established, but if the present value of receivables from related companies was lower than the carrying amount of that sum, AB Snaigė assets and unallotted result for 2015 and 2016 would be reduced;
1.3.2. in 2016, AB Snaigė, in breach of international accounting standards, used part of revaluation reserve to cover accumulated losses, therefore the revaluation reserve of AB Snaigė unlawfully decreased by EUR 3.17 million;
1.3.3 while preparing the financial statements for 2016, AB Snaigė did not assess significant uncertainties that might have raised doubts about the Company's business continuity and did not disclose this information in the financial statements;
1.4 The date when the financial statements will be corrected, evaluated and made public;
1.5. That the members of the management bodies of the Company did not comply with the principles established in the Management Code of companies listed in NASDAQ Vilnius, and therefore AB Snaigė did not publicly disclose information on compliance with the principles and standards of the Code in 2016. The directors of AB Snaigė did not act in the interests of all the shareholders and the Company because:
Companies affiliated with the controlling shareholder received EUR 11.92 million worth of loans by 30 September 2017, by the decision of the Company's directors for which the Company does not pay accrued interest on loans (since mid-2012). The Company's money is not used to increase the value of the Company and to the benefit of all the shareholders, while the controlling shareholder can use the money received for his or her own needs and benefit from it. In addition to that, by the decisions of the Company's directors, the Company has taken a loan from a bank for the benefit of companies affiliated with the controlling shareholder, for which interest is paid from the Company's funds.
On the proposal of the Company's Board, in breach of legal requirements and in violation of the provisions of IAS 16, by decision of the General Meeting of Shareholders, the revaluation reserve was reduced by EUR 3.17 million and became such, that in the event of certain market developments or other factors that would result in impairment of property, plant and equipment, it may not be sufficient to cover the decrease in the value of the asset, and by recording it directly in the profit (loss) statement it would reduce the profit earned by the Company or increase the losses incurred.
Company's accumulated losses were offset by non-compliance with legal requirements and in violation of the provisions of IAS 16, but by the decision of the Company's Board, it was proposed to the General Meeting of Shareholders to pay dividends. Heads of the Company failing to comply with the mandatory instructions of the Bank of Lithuania – not justifying the recapture of receivables from affiliated companies that had signs of impairment and unlawfully eliminating accumulated losses of the Company, i.e. not assessing the financial position and performance of the Company, if they were included in the accounting according to the requirements of international accounting standards, proposed to the Company's General Meeting of Shareholders to decide on the payment of dividends. Thus, the Heads of the Company offered to the shareholders of the Company to make a decision regarding the payment of dividends without having prepared financial statements that would present a true and fair view. The companies affiliated with the controlling party were allocated EUR 0.87 million dividends (91.1% of the total amount of allocated dividends), but although the Company stated that the receivables from affiliated companies may be recovered through paid dividends, the amounts paid were not returned to the Company.
The Bank of Lithuania has concluded that the above-mentioned violations violate the essential requirements of the law, violations have been made for the benefit of the controlling shareholder and violate the interests of the Company itself and its minority shareholders.
According to this decision, mature event was announced on 1 February 2018, and formed provision for fine at 2017 207 thous. EUR. This decisions was also appealed to the court, but trial process did not start yet.
After assessing additionally possible effect of Bank of Lithuania decision for financial reports, management believes that reports for year 2015 and year 2016 were correct, information in these reports was true and in compliance with IAS and IFRS standards. All decisions were made having in mind information which was available at the moment of report preparation.
As for receivables, the management notes that related parties are direct and indirect holders of 91.1% shares in the Company. The management developed estimation of recoverable amount of the loans receivable based on estimated future cash flows. Estimation of the future cash flows from repayment of the loans is based on forecasted dividend flows from the Company. In forecasting future dividend available the Management made reliable assumptions regarding level of EBITDA to be achieved in forthcoming years, and these assumptions showed most ecxact available view of the situation in the market and business sector. Dividends were paid in 2017, ehich was in line with estimations before. But in second half of 2017, new circumstancies appeared, and these were not possible to assess properly earlier, when preparing reports (such as very minor level of dividends to be returned as loan repayment in 2017, world prices for raw meterials increase extermely high and unfavourable market position, which leaded to much worse result in 2017). In line with new information, impairment of loans was recognized in 2017.
implemented in line with and according to laws of Lithuania.
According to Bank of Lithuania, Company increase authorised capital from revaluation reserve unlawfully. The management notes that such possibility is clearly stated in Law on Companies of Lithuania, and Company took all necessarry action to make this process clear and lawfull. No loss was directly covered from ravaluation reserve. Furthermore, IAS 16 does not forbid such actions as well. However, taken into account the view of regulator (which was not know before actions and regulator decision), the Management of the Company asked the shareholders to decrease share capital in favour of revaluation reserve by 3,17 mln EUR. Such decision was adopted (Note 17) and will be
According to Bank of Lithuania, named violations were made in favour of main shareholder and in violation of Comapny interests. The Management of the Company believes all procedures vere done correcly vithout any violations of the interests of any shareholder or stakeholder. Share nominal value was decreased proportionally to all shareholders, therefore any changes in asset value were not done to any sharehoder, none of them because of this action appeared to have more or less than before. Furthermore, all actions were announced publicly via Nasdaq other sources before had been taken, as it is described in laws, therefore all stakeholders knew these actions in advance and could evaluaet them. There were no any claims against such actions, except regulator decision. Company truly believes, that all actions were in line with interests od the Company and all and every shareholder, principles established in the Management Code of companies listed in NASDAQ Vilnius were not violated, information on Code non-violation was presented correctly.
According to IAS 24 Related Party Disclosures, the parties are considered related when one party can unilaterally or jointly control other party or have significant influence over the other party in making financial or operating decisions or operation matters, or when parties are jointly controlled and if the members of management, their relatives or close persons who can unilaterally or jointly control the Group or have influence on it. To determine whether the parties are related the assessment is based on the nature of relation rather than the form.
The related parties of the Group during 2018 and 2017 were as follows:
UAB Vaidana (controlling party, 2016 - the parent);
Hymana Holdings Ltd. (controlling party);
Sekenora holdings limited (the parent).
The Group has a policy to conduct related party transactions on commercial terms and conditions. Outstanding balances at the year-end are unsecured, interest-free, except the loan granted.
As at 30 June 2018 and 31 December 2017 the Group has formed an impairment allowances for doubtful debts, related to receivables from related parties. Doubtful receivables are tested each year by inspecting the financial position of the related party and assessing the market in which the related party operates.
Financial and investment transactions with the related parties:
| 30 June 2018 | 31 December 2017 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Loans received |
Interest expenses |
Loans granted |
Interest income |
Loans recived |
Interest expenses |
Loans granted |
Interest income |
|||
| Controlling parties | - | - | 252 | - | - | - | - | 507 | ||
| The parent | - | - | 48 | - | - | - | 906 | 80 | ||
| - | - | 300 | - | - | - | 906 | 587 | |||
| 30 06 2018 | Purchases | Sales | Receivables | Payables | ||||||
| Companies, controlled by ultimate shareholders |
522 | 12 | 4 | 201 | ||||||
| Controlling parties | - | - | - | - | ||||||
| 522 | 12 | 4 | 201 | |||||||
| 2017 | ||||||||||
| Purchases | Sales | Receivables | Payables | |||||||
| Companies, controlled by ultimate shareholders | 1,087 | - | 6 | 277 | ||||||
| Controlling parties | - | - | - | |||||||
| 1,087 | - | 6 | 277 |
The Company's transactions carried out with subsidiaries:
| Purchases | Sales | |||
|---|---|---|---|---|
| 2018 | 2017 | 2018 | 2017 | |
| Subsidiaries | 82 | 224 | 60 | 111 |
The Company has a policy to conduct transactions with subsidiaries on contractual terms. The Company's transactions with subsidiaries represent acquisitions and sales of raw materials and finished goods and acquisitions of marketing services, as well as acquisitions of property, plant and equipment. Outstanding balances at the year-end are unsecured, receivables are interest-free and settlement occurs at bank accounts. There were no pledged significant amounts of assets to ensure the repayment of receivables from subsidiaries.
The carrying amount of loans and receivables from subsidiaries:
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Non-current receivables | ||
| Subsidiaries | - | - |
| Total non-current receivables | - | - |
| Current receivables | ||
| Subsidiaries | 19 | 27 |
| Total current receivables | 19 | 27 |
The analysis of receivables from subsidiaries and granted loans during the period on 30 June 2018 and 2017 :
| Receivables from | Receivables from subsidiaries and granted loans past | due but not impaired | ||||||
|---|---|---|---|---|---|---|---|---|
| subsidiaries and granted loans neither past due nor impaired |
Less than 30 days |
30 – 60 days |
60 – 90 days |
90 – 120 days |
More than 120 days |
Total | ||
| 2018 | 19 | - | - | - | - | - | 19 | |
| 2017 | 27 | - | - | - | - | - | 27 |
Payables to subsidiaries as of 30 June 2018 and 31 December 2017 (included under the trade payables caption in the Company's statement of financial position):
| 30 06 2018 | 31 12 2017 | |
|---|---|---|
| Subsidiaries | 113 | 105 |
Remuneration of the management and other payments
Remuneration of the Group management amounted to EUR 476 thousand (24 employees) during the first half of 2018, in 2017 - EUR 604 thousand (24 employees). The management of the Group did not receive any other loans, guarantees; no other payments or property transfers were made or accrued.
On 9 August 2018, notary refused to approve changed articles of the Company (Note 17), therefore decrease of authorised capital was not yet registred in state registry at the moment of statements preparation. Board of the company decided to announce non-ordinary meeting of shareholders on 1 October 2018, to resolve the situation.
The authorized capital registered in the enterprise register
| Name of the securities | Amount of the securities |
Nominal value, EUR |
Total nominal value, EUR |
Share of the authorized capital, in percentage |
|---|---|---|---|---|
| Ordinary registered shares ISIN LT0000109274 |
39,622,395 | 0.30 | 11,886,718.50 | 100 |
Changes in autorized capital:
| Registracion of changed autorized capital |
The sizes of the autorized capital |
|---|---|
| 11-09-2008 | LTL 27,827,365 |
| 20-04-2010 | LTL 30,735,715 |
| 12-05-2011 | LTL 39,622,395 |
| 01-01-2015 | EUR 11,490,494.55 |
| 20-12-2016 | EUR 11,886,718.50 |
The total number of the shareholders on 30 June 2018 was 864. The major shareholders who own or control more than 5 percent of the issuer's authorized capital are listed below:
| Amount of the ordinary registered shares available, in pcs. |
Share of the authorized capital and votes available, in percentage |
||||||
|---|---|---|---|---|---|---|---|
| Names (company names, addresses, enterprise register codes) of the |
incl. the ones owned |
Total | incl. the ordinary registered shares owned by the shareholder |
Total incl. the share of the entities |
|||
| shareholders | Total by the sharehol der |
share of the votes |
share of the capital |
share of the appointed votes |
share of the capital |
group operating jointly, in percentage |
|
| Sekenora Holdings Limited, 32 Kritis str., Papachristoforou Building, Kipras, HE371000 |
36,096,193 | 91.10 | 91.10 | 91.10 | 91.10 | 91.10 | - |
The securities issued by the Company have been listed in the Official Trading List of NASDAQ OMX Villnius since April 9, 1998. Trade of the Company's ordinary registered shares in the securities stock exchange was started on August 11, 1995. The VP ISIN number is LT0000109274.
Based on June 1, 2009 AB Snaige request the Company's shares from NASDAQ OMX Vilnius Baltic main list were moved to NASDAQ OMX Vilnius Baltic secondary list.
Name of the securities – the ordinary registered shares of Snaige, AB.
Amount of the securities: 39,622,395 units. The nominal value of a share: 0.30 Eur.
| Accounting period | Price, EUR | Total turnover | |||||
|---|---|---|---|---|---|---|---|
| from | to | As of last session. |
Max price | Min price | Overage price |
pcs | EUR |
| 2018-01-01 | 2018-03-31 | 0.276 | 0.278 | 0.240 | 0.263 | 23,579 | 6,199.25 |
| 2017-04-01 | 2017-06-26 | 0.170 | 0.274 | 0.170 | 0.191 | 85,071 | 16,243.03 |
Below you can find Company shares turnover and price (in EUR). The information is from NASDAQOMX Vilnius internet page:
Capitalizacion of the Company's shares:
| Name | 2016-12-30 | 2017-06-30 | Change |
|---|---|---|---|
| SNG1L | 10,103,710.73,EUR | 11,886,718.50,EUR | +17.65% |
Below the graphs are from OMX Baltic Benchmark, OMX Vilnius indexes and AB Snaige shares prices graphs for period from 1 Yanuary 2018 till 30 June 2018. The information is from NASDAQOMX Vilnius internet page:
http://www.nasdaqomxbaltic.com/market/?pg=charts&idx_main%5B0%5D=OMXBBGI&idx_main%5B1%5D=OMXV&add _index=OMXBBPI&add_equity=LT0000109274&idx_equity%5B0%5D=LT0000109274&period=other&start=2018.01.01& end=2018.06.30&lang=en
| Index/Equity | 01.01.2018 | 30.06.2018 | +/-% |
|---|---|---|---|
| OMX Baltic Benchmark GI | 944.09 | 974.87 | 3.26 |
| OMX Vilnius | 653.29 | 709.95 | 8.67 |
| SNG1L | 0.287 EUR | 0.17 EUR | -40.77 |
On May 20, 2013 AB Snaige entered into agreement with UAB FMĮ Orion securities (A.Tumėno str. 4, Vilnius)) for management of accounts of the Company's issued securities and management of accounts of personal securities.
Position, names and data with regard to the share of the issuer's authorized capital available
| Name. surname | Position | Amount of shares available in units |
Share of the capital available In percentage |
Share of votes In percentage |
|---|---|---|---|---|
| BOARD | ||||
| Aleksey Kovalchuk | Chairman of the Board of Snaige AB | - | - | - |
| Oleg Tsarkov | Member of the Board of Snaige AB | - | - | - |
| Mikhail Stukalo | Member of the Board of Snaige AB | |||
| Anna Kovalchuk | Member of the Board of Snaige AB | - | - | - |
| Konstantin Kovalchuk | Member of the Board of Snaige AB | - | - | - |
| ADMINISTRATION (Administrative Manager, Chief Accountant) | ||||
| Gediminas Čeika | Managing Director of Snaige AB | - | - | - |
| Mindaugas Sologubas | Finance Director of Snaige AB | - | - | - |
Information about start date and end date of the office term of each member or the management body
| Name | Start date of the Office term | End date of the Office term | |
|---|---|---|---|
| BOARD | |||
| Aleksey Kovalchuk | 2011-12-14 | till 2019 GMS | |
| Oleg Tsarkov | 2015-04-30 | till 2019 GMS | |
| Svetlana Ardentova | 2013-04-30 | 2018-04-30 | |
| Nataliia Sukhanova | 2017-04-25 | 2018-04-26 | |
| Natalia Tsvetkova | 2017-04-25 | 2018-04-30 | |
| Mikhail Stukalo | 2018-04-30 | till 2019 GMS | |
| Anna Kovalchuk | 2018-04-30 | till 2019 GMS | |
| Konstantin Kovalchuk | 2018-04-30 | till 2019 GMS | |
| ADMINISTRACIJON (Managing Director and Chief / accountant) | |||
| Gediminas Čeika | 2008 01 03 | Term less agreement | |
| Mindaugas Sologubas | 2014 09 23 | Term less agreement |
Information on the management bodies involvement of other companies, institutions and organizations
| Name | Name of organisation, position | Share of the capital and votes available in other companies, in % |
|---|---|---|
| Aleksey Kovalchuk | Does not participate in other Lithuanian companies activities and interests | - |
| Oleg Tsarkov | Does not participate in other Lithuanian companies activities and interests | - |
| Mikhail Stukalo | Does not participate in other Lithuanian companies activities and interests | - |
| Anna Kovalchuk | Does not participate in other Lithuanian companies activities and interests | |
| Konstantin Kovalchuk | Does not participate in other Lithuanian companies activities and interests | |
| Gediminas Čeika | UAB Almecha chairman of the board | - |
| Mindaugas Sologubas | UAB Almecha member of the board | - |
| Association EPA chairman of the board | ||
| UAB Verslo Architektūra Managing director | 100% |
No loans or benefits were granted to the members of the management bodies during this period.
According to the unaudited consolidated data, Snaigė AB reached consolidated unaudited turnover of EUR 16.7 million in the first half of 2018, which is 11% less than compared to the same period last year, and sustained a consolidated unaudited loss of EUR 1.3 million.
The reasons behind the falling sales and the incurred loss are the increased prices for the company's products. This price increase by the company was inevitable as the costs of certain materials used in the refrigerator manufacture had surged.
According to Gediminas Čeika, the Director General of Snaigė AB, the company's half-yearly results, although not pleasing, were expected. "A price increase is almost always expected to be followed by falling sales," said Mr Čeika. "Snaigė AB was one of the first refrigerator manufacturers to announce a price increase for its products. Certainly, the news has not been welcomed by all customers. However, after a certain adaptation period all will fall into places. In addition, the company is seriously considering diversification of its product portfolio."
During the first half of this year, Snaigė exported its products to over 30 countries in Europe and Asia. The majority of the sales revenue came from Germany, France, Ukraine, Lithuania and the Czech Republic, while the largest growth in the sales revenue, if compared to the previous year, was observed in Norway, Portugal, Kazakhstan, Russia and Ukraine.
The company has introduced two refrigerator lines with new designs. These are the retro style refrigerators Snaigė RETRO and modern refrigerators with larger spaces for fresh products to be kept in Snaigė FRESH INN. The new fridges have already reached the stores and their customers in some of the countries across Europe.
The main information about the employees of AB "Snaige"and its subsidiaries'employees is presented in the table below:
| January – June of 2018 | January – June of 2017 | |||
|---|---|---|---|---|
| Employees group | Average number of employees |
Average monthly salary, EUR |
Average number of employees |
Average monthly salary, EUR |
| Administrative employees (with executive officers) | 132 | 1,251 | 138 | 1,178 |
| Factory workers | 507 | 571 | 582 | 556 |
| In total | 639 | 711 | 720 | 680 |
On 30 June 2018 the AB Snaige group consisted of the following companies: the parent company of the group AB Snaige subsidiary companies TOB Snaige - Ukraine, UAB Almecha. The main information about the Group's subsidiary companies is presented in the table below:
| TOB SNAIGE UKRAINE | UAB ALMECHA | |
|---|---|---|
| Registration date, head-office address | Registration date: November, 2002. Address:Grushevskogo str. 28-2a/43,Kyiv, Ukraine |
Registration date: November, 2006. Address: Pramonės str. 6, Alytus, Lithuania |
| Type of activities | Sales and marketing services |
Production of other equipment and machinery |
| Share of the authorized capital available to AB Snaige, % | 99 % | 100 % |
| The authorized capital, EUR | 5,450 | 398,978 |
| Share of the authorized capital unpaid by the issuer | Fully paid | Fully paid |
The information about related party transactions is revealed in the 28th note of the consolidated financial statemts.
On 31 January 2018 the extraordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the "Company") is convened the ordinary General Meeting of Shareholders (hereinafter, the "Meeting").
The place of the meeting –at AB "Snaige" office, at the address Kareiviu str. 6, Vilnius, Lithuania.
The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.).
The Meeting's accounting day – 24 January 2018 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
The Board of directors of the Company initiates and convenes the meeting. Agenda of the Meeting:
The Extraordinary General Meeting of Shareholders of Snaigė AB did not take place on 31 of January 2018 because there was no quorum.
On 15 February 2018 the repeated extraordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the "Company"), is convened (hereinafter, the "Meeting").
The place of the meeting –at AB "Snaige" office, at the address Kareiviu str. 6, Vilnius, Lithuania.
The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.).
The Meeting's accounting day – 8 February 2018 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
Agenda of the Meeting:
AB Snaigė (hereinafter the Company) has received a decision No. 241-19 dated 29 January 2018 on imposition of certain measures with respect to AB Snaigė, adopted by the director of the Supervision Service of the Bank of Lithuania. In compliance with the decision, hereby the Company discloses and makes available information referred to in clause 3 of the resolution part of the above decision (Note 28).
Regarding the decision of the director of the Supervision Service of the Bank of Lithuania clause 3.4: Year 2017 Annual financial reports will be prepared and published according to terms required by Lithuanian Laws.
Gediminas Čeika, the Director General of AB Snaigė, appears to be surprised by the violations identified by the Director of the Supervision Service of the Bank of Lithuania and the decision to impose a fine against the company. "In our opinion all resolutions of the company's management and the board, the receivables and other possible uncertainties have been adequately disclosed in the annual audited reports and reassessed in the course of implementation of the order of the Supervision Service of the Bank of Lithuania," stated Čeika. "It is possible that this decision is stemming only from the difference in evaluation of the information that has been disclosed. Thus, we intend to scrutinise the decision of the Bank of Lithuania, and as the last resort, we might consider the possibility of lodging a claim," added he.
According to Gediminas Čeika, the company's management acts in conformity with all legal acts in force and duly represents the interests of the company and its shareholders. "The dividends have been paid out to all our shareholders, not only to the large one," continued Čeika. "Therefore, there are no reasons to claim that the interests of the smaller shareholders have been infringed."
The company's financial position is stable and it conducts regular activities. The fine imposed by the Bank of Lithuania will not exert any significant influence on neither the company's financial situation nor its results. This year, the company is expected to introduce two new lines of refrigerators. The company's export comprised 90% in the first three quarters of 2017. The main export markets were Germany, France, Ukraine, Poland and Czech Republic. AB Snaigė market positions are particularly strong in Lithuania, where it is the top selling refrigerator brand and holds the largest share of the market (22%, according to data collected by GFK). According to the unaudited consolidated data, the company's proceeds reached an EBITDA of 1.6 million euro in the three quarters of the past year, amounting to 30 million euro in turnover. The cause of the unaudited unconsolidated loss (EUR 0.244 million) was the global increase in prices of the raw material relevant to the company.
The following resolutions were made during the repeat Extraordinary General Meeting of Shareholders held on 15 February 2018:
THE AGENDA QUESTION: The Election of the audit firm for auditing purposes of financial statements and establishment of terms regarding the payment for audit services.
THE DECISION: To revoke decision to elect audit firm which was approved during extraordinary shareholder's meeting on 22 August 2017 and to elect the audit firm Grant Thornton Baltic UAB for auditing purposes of financial statements of 2017 and 2018 years.
To authorize (with the right to delegate) the General Director of the company to sign the agreement with the audit firm by establishing the terms of payment for the audit services and other terms.
Alytus, Lithuania, 2018-02-27 15:19 CET (GLOBE NEWSWIRE) -- On 27 of February 2018, AB "Snaigė" has got notification from board member Nataliia Sukhanova (notification signed on 26 of February 2018) about her resignation from the position of the board member of AB "Snaigė" effective from 12 March 2018.
The consolidated unaudited sales revenue of SNAIGĖ AB exceeded 39 million EUR, which is slightly less if compared to the same period last year.
The company's EBITDA was 0,833 million EUR (according to consolidated unaudited data) and suffered 1 million. EUR consolidated unaudited loss.
According Gediminas Čeika, the Director General of SNAIGĖ AB, last year was neither good nor easy. "Prices of most raw materials increased, however the price of the products remained at the same level in almost all markets of the company. That influenced our results inevitably", stated Mr. G. Čeika. "I think that these price scissors cut the profits of many refrigerator manufacturers".
Last year SNAIGĖ exported its products to more than 30 European and Asian countries. The company's largest markets in terms of income were Germany, France, the Ukraine, Lithuania and Czech Republic. While the largest increase of income, if compared to the previous year, was in Norway, Portugal, Kazakhstan, Russia and the Ukraine. The company implemented two new design lines of refrigerators. New refrigerators shall arrive to the shops and fascinate the customers this year already.
On 11 of March 2018, AB "Snaigė" has got notification from the board member Nataliia Sukhanova (notification signed on 9 of March 2018) about her annulment of the notification regarding the resignation from the position of the board member of AB "Snaigė" effective from 12 March 2018. N. Sukhanova remains the board member of AB "Snaigė".
On 30 April 2018 the ordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the "Company") is convened the ordinary General Meeting of Shareholders (hereinafter, the "Meeting").
The place of the meeting –at AB "Snaige" office, at the address Kareiviu str. 6, Vilnius, Lithuania.
The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.).
The Meeting's accounting day – 23 April 2018 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
The Board of directors of the Company initiates and convenes the meeting.
Agenda of the Meeting:
Consolidated annual report of "Snaigė" AB on the company's activity for 2017 with information about the Company strategy and its implementation.
Auditor's conclusion on the company's financial statements for 2017.
3.Approval of the set of financial statements of the company for 2017.
4.Approval of distribution of profit (loss) of "Snaigė" AB for 2017.
On 13 of April 2018, Snaigė AB has got notification from board member Nataliia Sukhanova (notification signed on 12 of April 2018) about her resignation from the position of the board member of Snaigė AB effective from 26 April 2018.
On 30 April 2018 the ordinary General Meeting of Shareholders of Snaigė AB, the address of head office Pramonės str. 6, Alytus, the company code 249664610 (hereinafter, the "Company") is convened the ordinary General Meeting of Shareholders (hereinafter, the "Meeting").
The place of the meeting –at AB "Snaige" office, at the address Kareiviu str. 6, Vilnius, Lithuania.
The Meeting commences – at 10 a.m. (registration starts at 9.45 a.m.).
The Meeting's accounting day – 23 April 2018 (the persons who are shareholders of the Company at the end of accounting day of the General Meeting of Shareholders or authorized persons by them, or the persons with whom shareholders concluded the agreements on the disposal of voting right, shall have the right to attend and vote at the General Meeting of Shareholders).
The Board of directors of the Company initiates and convenes the meeting.
The Board of directors of the Company supplemented Agenda with these questions:
The whole Agenda of the Meeting:
Consolidated annual report of "Snaigė" AB on the company's activity for 2017 with information about the Company strategy and its implementation.
The Company's Board members revocation from Board member position new Board members appointment to opening positions until end of the cadency.
In line with the accounting standards and fulfilling the obligatory decision of the Supervisory board director of the Bank of Lithuania No. 241-19, Snaigė AB adjusted its anual financial result of year 2017 by reclassifying loans and accrued interest to group companies, worth 12.2 million EUR, to the doubtful debts. The Company had mentioned about possibility of such decision in its interim annual reports.
According to Gediminas Čeika, General Director of the Company, such debt reclassification worsened the company's annual financial result, but this does not mean that the debt is written-off or will not be required to be repaid. Moreover, the group companies have not violated the terms of the contracts, and the deadlines for repaying loans have not yet come to an end.
There were no more significant adjustments in Company results . The audited annual reports of the Company will be published next week.
The General Meeting of shareholders of Snaige AB was held on 30 April 2018.
At the meeting was made following resolutions:
THE AGENDA QUESTION: Consolidated Consolidated annual report of "Snaigė" AB on the company's activity for 2017 with information about the Company strategy and its implementation.
In the meeting taken for information the the consolidated annual report of "Snaigė" AB on the company's activity for 2017 with information about the Company strategy and its implementation.
In the meeting taken for information with the auditor's conclusion on the company's financial statements for 2017.
THE DECISION: The set of financial statements of the company for 2017 has been approved
THE DECISION: The distribution of profit (loss) of Snaigė,AB for 2017 has been approved:
| Non-distributed profit (loss) at the end of the last financial year | 9,818 Eur |
|---|---|
| Net result - profit (loss) of financial year | (12,615,960) Eur |
| Distributable result- profit (loss) of financial year | (12,606,142) Eur |
| Transfers from reserves: | 976,161 Eur |
| • For the acquisition of own shares |
30,000 Eur |
| • Transfers from mandatory reserve |
946,161 Eur |
| Distributable profit | (11,629,981) Eur |
| Distribution of profit | 946,161 Eur |
| • To reserve foreseen by law |
946,161 Eur |
| Non-distributed result - profit (loss) at the end of financial year | (12,576,142) Eur |
THE DECISION: To reduce the authorized capital of the Company from EUR 11,886,718.50 till EUR 8,320,702.95. The authorized capital will be reduced by EUR 3,566,015.55.
The authorized capital is reduced by reducing nominal value of existing shares by 0.09 euro per share. The nominal value of the share after reduction will be 0.21euro per share.
To approve changes of p. 4.1 and p. 5.1 of the articles of association, related to reduction of the authorized capital of AB "Snaigė", as follows:
"4.1. The authorized capital of the Company is EUR 8,320,702.95 (eight million three hundred twenty thousand seven hundred two euro and 95 eurocents)."
and
"5.1. The authorized capital of the Company is divided into 39,622,395 (thirty nine million six hundred twenty two thousand three hundred ninety five) shares. The nominal value of one share is 0.21 euro (twenty one eurocent)." To approve changes of the article of association related with the reduction of the authorized capital and approve the new redaction of the changed articles of association (addition)
THE DECISION: The amount by which is reduced the authorized capital of the Company, i. e. EUR 3,566,015.55 to transfer to revaluation reserve.
THE DECISION: To authorize the General Manager of the Company Gediminas Čeika (with the right to reauthorize) to perform all necessary actions relating to implementation of approved decisions by the ordinary shareholders meeting and to sign changed articles of association.
THE DECISION: To revoke Natalia Tsvetkova and Svetlana Ardentova from AB "Snaigė" Board members and for the vacant positions for the term until the end of term of the Company's Board to elect Mikhail Stukalo; Anna Kovalchuk; Konstantin Kovalchuk
Note:The Board of Snaigė AB proposed from the members of Board to revoke Nataliia Sukhanova, however on 13 of April 2018, Snaigė AB has got notification from board member Nataliia Sukhanova (notification signed on 12 of April 2018) about her resignation from the position of the board member of Snaigė AB effective from 26 April 2018. This N. Sukhanova notification came in force before the general Snaige AB shareholders meeting.
To authorize the General Manager of the Company (with the right re-authorize) to perform all necessary actions, sign and submit documents related with changed information to the Register of Juridical persons.
According to unaudited consolidated data, the turnover of Snaigė AB amounted to EUR 7.7 million in the first quarter of 2018, i.e. 7% more than in the same period last year.
Despite the increase in sales, the company suffered unaudited consolidated loss of EUR 0.9 million. It was caused by the increased prices of raw materials and increased depreciation charges after the revaluation of the company's assets. According to Gediminas Čeika, the Director General of Snaigė AB, the results of the first quarter were not unexpected. "The result of the company is the outcome of the scissors formed between raw material prices that have been rising over the past year as well as the production prices that did not rise", said Mr. Čeika. "I'm sure that this situation affected all the manufacturers of refrigerators, but it was less severe for those who also produce other household appliances." According to Mr. Čeika, Snaigė AB was one of the first manufacturers of refrigerators to announce the increase of its production prices. "Of course, this message was not accepted well by all the customers, but after a certain adaptation period everything will get into their places", said Gediminas Čeika. "In addition, the company is serious about diversification of its portfolio of products."
Last year SNAIGĖ exported its products to more than 30 European and Asian countries. The company's largest markets in terms of income were Germany, France, the Ukraine, Lithuania and Czech Republic. While the largest increase of income, if compared to the previous year, was in Norway, Portugal, Kazakhstan, Russia and the Ukraine. The company implemented two new design lines of refrigerators. New refrigerators shall arrive to the shops and fascinate the customers this year already.
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