Interim / Quarterly Report • Aug 31, 2017
Interim / Quarterly Report
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PANEVEZIO STATYBOS TRESTAS AB Consolidated Interim Financial Statements and Consolidated Interim Report for the First Half of 2017 (UNAUDITED)
31 August 2017 Panevezys
Hereby we confirm that based on the information available to us, the interim financial statements of the Company and the Group provided for the first half of the year 2017 prepared in accordance with the International Financial Reporting Standards are true and show the assets, liabilities, financial position, profit or loss and cash flows of Panevezio statybos trestas AB and Panevezio statybos trestas AB Group in a correct manner, and that the review of business development and performance is indicated correctly in the interim report.
Jerland
Dalius Gesevicius Managing Director Panevezio statybos trestas AB
Danguole Sirvinskiene Chief Accountant Panevezio statybos trestas AB
Tel +370 45 505 503 Faks. +370 45 505 520 El. paŝtas: [email protected] www.pst.lt
AB DNB bankas A/s LT694010041200090221 AB SWEDBANK A/s LT947300010000074994
This Consolidated Report for First Half of 2017 covers the period from 1 January 2017 until 30 June 2017.
| Name of issuer | Public Limited Liability Company Panevezio statybos trestas |
|---|---|
| Authorised capital | 4,741,500 Euros |
| Address of registered office | P. Puzino Str. 1, LT-35173 Panevezys, Lithuania |
| Telephone | $(+37045) 505503$ |
| Fax | $(+37045)$ 505 520 |
| Legal-organisational form | Public Limited Liability Company |
| Date and place of registration | 30 October 1993, Panevezys City Board |
| Registration No. | AB 9376 |
| Register code | 147732969 |
| VAT code | LT477329610 |
| Administrator of | State Enterprise Centre of Registers |
| Legal Entity Register | |
| $pst(\omega pst.$ | |
| Website | www.pst.lt |
The main operation area of the company and its subsidiaries (the Group) is designing and construction of various buildings, structures, equipment and communications and other objects in Lithuania and abroad, sale of building materials and real estate development. Furthermore, the company is engaged in rent of premises and machinery.
To become a well-known company of the construction sector in Europe that uses advanced technologies and guarantees quality as well as agreed work completion terms.
While honestly fulfilling our obligations, developing long-term cooperation and proposing mature solutions in construction, we increase the value to shareholders and develop operation of the company, ensure safe, stable environment to employees, create environment of higher quality to business, society and people.
As of 31 December 2017, the Group of Panevezio statybos trestas AB included the following companies:
| Subsidiary company |
Registration date, register administrator |
Company code |
Registered address |
Telephone, fax, e-mail, website |
Percentage of controlled shares |
|---|---|---|---|---|---|
| Skydmedis UAB |
17 June 1999 State Enterprise Centre of Registers |
148284718 | Pramones Str. 5, Panevezys |
Tel. (+370 45) 467626 Fax (+370 45) 460259 [email protected] www.skydmedis.lt |
100 |
| Metalo meistrai UAB |
16 June 1999 State Enterprise Centre of Registers |
148284860 | Tinklu Str. 7, Panevezys |
Tel.+370 45 460377 Fax. +370 45 585087 [email protected] www.metalomeistrai.lt |
100 |
| Vekada UAB |
16 May 1994 State Enterprise Centre of Registers |
147815824 | Marijonu Str. 36, Panevezys |
Tel. (+370 45) 461311 Fax (+370 45) 461311 [email protected] www.vekada.lt |
95.6 |
| Alinita UAB |
8 December 1997 State Enterprise Centre of Registers |
141619046 | Tinklu Str. 7, Panevezys |
Tel. (+370 45) 467630 Fax (+370 45) 467630 [email protected] www.alinita.lt |
100 |
| Kingsbud Sp.z.o.o. |
11 August 2010 District Court in Bialystok, XII Economic Department of National Court |
200380717 | A. Patli Str. 12, 16-400 Suwalki, Poland |
Tel. (+48 875) 655 021 Fax (+48 875) 655 021 [email protected] www.kingsbud.lt |
100 |
| PS Trests SIA |
22 May 2000 Centre of Registers, Republic of Latvia |
40003495365 | Skultes Str. 28, Skulte, Marupes Parish, Riga Region, Latvia |
Tel. +371 29525066 | 100 |
| PST un ARMS PS |
5 October 2016 Centre of Registers, Republic of Latvia |
40203019731 | Rozu Str. 27, Marupe, Marupes Parish, LV-2167 |
Tel.+371 29525066 | 50 |
| Teritorija 000 |
3 June 2013 Kaliningrad Obl. Federal Tax Service Inspection No. 12 |
3528202650 | Lunacharskogo Drive 43-27, Cherepovets, Bologda Obl., Russian Federation |
Tel. +7 9097772202 Fax +7 9217234709 baltevromarketao@ mail.ru [email protected] |
87.5 |
| PST Nordic AB |
9 September 2013 Bolagsverket |
5569418568 | Krossgatan 25, 162 50 Vällingby Stockholm County |
+46 70 68 48 562 [email protected] www.pstnordic.se |
100 |
| Seskines projektai UAB |
9 November 2010 State Enterprise Centre of Registers |
302561768 | Verkiu Str. 25C, Vilnius |
Tel. (+370 5) 2102130 Fax (+370 5) 2102131 [email protected] www.psti.lt |
100 |
| PST investicijos UAB |
23 December 1998 State Enterprise Centre of Registers |
124665689 | Verkiu Str. 25C, Vilnius |
Tel. (+370 5) 2102130 Fax (+370 5) 2102131 [email protected] www.psti.lt |
68 |
Subsidiary companies of PST investicijos UAB:
| Ateities projektai UAB |
25 April 2006 State Enterprise Centre of Registers |
300560621 | Verkiu Str. 25C, Vilnius |
Tel. (+370 5) 2102130 Fax (+370 5) 2102131 info@pst. www.psti.lt |
100 |
|---|---|---|---|---|---|
| ISK Baltevromarket ZAO |
13 July 2001 Independent Registration Company AB |
3906214631 | Rostovskaja Str. $5 - 7$ . Kaliningrad, Kaliningrad Obl., Russian Federation |
Tel.+79097772202 baltevromarketao@ mail.ru |
100 |
In 2013, the Company signed the contract with the Financial Brokerage Company Finasta AB for securities accounting and provision of services related with securities accounting. On 21 December 2015, the Financial Brokerage Company Finasta AB had been rearranged by way of merge with Siauliu bankas AB, which took over all assets, rights and liabilities of the Financial Brokerage Company Finasta AB from the mentioned date.
The ordinary registered shares of Panevezio statybos trestas AB have been on the Official Trading List of Nasdaq Vilnius AB (company symbol PTR1L) since 13 July 2006.
| Share type | Number of shares, | Par value, | Total par value, | Emission code |
|---|---|---|---|---|
| pcs. | Euros | Euros | ISIN | |
| Ordinary registered shares (ORS) |
16,350,000 | 0.29 | 4,741,500 | LT0000101446 |
Comparison of PTR1L Panevezio statybos trestas and OMX Vilnius Benchmark GI indexes for the First Half of 2017
Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the period 2013 through the First Half of 2017 (Euros)
Company share price variation at the Stock Exchange Market Nasdaq Vilnius for the First Half $of 2017$ (Euros)
Table 1. Information on the company share price at The Stock Exchange Market Nasdaq Vilnius (Euros)
| Last price 30 June 2016 |
Last price 31 Dec. 2016 |
Average share price for I half of 2017 |
Highest price for I half of 2017 |
Lowest price for I half of 2017 |
Last price 30 June 2017 |
|---|---|---|---|---|---|
| $0.912$ EUR | $0.94$ EUR | $0.99$ EUR | 1.07 EUR | 0.91 EUR | 1.05 EUR |
As of 30 June 2017, the authorised capital of the company amounted to 4,741,500 Euros divided into 16,350,000 ordinary registered shares (ORS) the nominal value of each share being 0.29 Euros. All shares are non-certificated and fully paid. The proof of ownership is the record in the securities accounts.
On 30 June 2017, the total number of shareholders was 1568.
Table 2. The shareholders holding or controlling more than 5 per cents of the authorised capital of the company
| Full name of a shareholder (company name, type, headquarter address, company code) |
Number of ordinary registered shares held by a shareholder under ownership right (pcs) |
Percentage of the authorized capital held |
Percentage of votes granted by the shares held under ownership right |
Portion of votes owned by a shareholder along with acting persons |
|---|---|---|---|---|
| Panevezio keliai AB S. Kerbedzio Str. 7, Panevezys Company code: 147710353 |
8,138,932 | 49.78 | 49.78 | $\frac{1}{2}$ |
| Clients of Swedbank AS Liivalaia 8, 15040 Tallinn, Estonia |
1,190,254 | 7.28 | 7,28 | 28.28.00 부장 |
| Freely negotiable shares | 7,020,814 | 42.94 | 42.94 | --- |
None of the shareholders of the issuer has any special control rights. All shareholders have equal rights prescribed by Section 4 of the Law on Companies of the Republic of Lithuania.
The number of shares carrying votes at the General Meeting of Shareholders of Panevezio statybos trestas AB is 16,350,000.
During the first half of 2017, the turnover of Panevezio statybos trestas AB was 24.4 mln. Euros, that is by 29 per cents lower compared to the six months of the year 2016. In the first half of 2017, the company incurred losses. The losses amounted to 0.62 mln. Euros. Referring to the first half of 2016, the company had net profit of 1.4 mln. Euros. In the first half of the year a few projects large in scope were completed – extension of the Shopping and Leisure Centre Mega in Kaunas, storage facilities of Lemora UAB. Preparations were started for new projects. This conditioned the losses incurred and decrease in income.
The comprehensive income of the Group over the same period amounted to 33.5 mln. Euros and, compared to the comprehensive income in the amount of 41.5 mln. Euros over the first half of 2016, decreased by 19 per cents. Over the reporting period, the Group incurred losses amounting to 1.7 mln. Euros. Referring to the first half of 2016, the company had net profit of 0.6 mln. Euros.
The decisive influence on the Group results was made by losses incurred by PST Nordic AB, the subsidiary company of Panevezio statybos trestas AB.
Panevezio statybos trestas AB and the Group continues expanding operations in Latvia. In the first half of 2017 reconstruction of the Jelgava Palace was in progress. Activities related to of energy efficiency increase of Krimulda People's House have been started. In Iecava area construction of storage facilities, pump house and two tanks for liquid nitrogen fertilizers have been started. Construction of a hotel for the Rezekne Academy of Technologies is close to commencing.
Over the first half of 2017, EBITDA – earnings before interest and depreciation – was $-0.006$ mln. Euros (1.8 mln. Euros over the first half of 2016) for the company and -0.874 mln. Euros $(1.5 \text{ min. Euro})$ for the Group.
In their operation, both the company and the Group face various types of risks:
Information on the types of risks and risk management is provided in the Notes to the Separate Financial Statements for the year ended on 31 December 2016 (Note 4) and the Notes to the Consolidated Financial Statements for the year ended on 31 December 2016 (Note 4).
Table 3. The results (thousands Euros) of the company and the Group of Panevezio statybos trestas AB for the period First Half of 2015 through First Half of 2017
| Group | Company | |||||
|---|---|---|---|---|---|---|
| I half of 2015 |
I half of 2016 |
I half of 2017 |
Items | I half of 2015 |
I half of 2016 |
I half of 2017 |
| 64,917 | 41,492 | 33,548 | Income | 41,144 | 34,252 | 34,252 |
| 59,378 | 37,323 | 32,562 | Cost | 36,654 | 34,252 | 24,386 |
| 5,539 | 4,169 | 985 | Gross profit | 4,941 | 3,248 | 1,120 |
| 8.5 | 10 | 2.94 | Gross profit margin (per cents) | 10.9 | 9.5 | 4.6 |
| 981 | $-706$ | $-2,197$ | Typical operating result | 1 2 7 6 | 1 1 9 6 | $-1122$ |
| 1,5 | $-1.7$ | $-6.5$ | Typical operating result from turnover (per cents) |
3.1 | 3.5 | $-4.6$ |
| 3,281 | 4,459 | $-874$ | Profit before taxes, interest, depreciation and amortization EBITDA |
2,429 | 1,845 | $-6.2$ |
| 5.05 | 3.5 | $-2.6$ | EBITDA margin (per cents) | 5.9 | 5.4 | $-0.03$ |
| 2,124 | 558 | $-1,681$ | Net profit | 1,653 | 1,431 | $-619$ |
| 3.3 | 1.3 | $-5$ | Nets profit (loss) margin (per cents) |
4.02 | 4.2 | $-2.5$ |
| 0.13 | 0.03 | $-0.10$ | Profit (loss) per share (Euros) | 0.10 | 0.09 | $-0.04$ |
| 5.95 | 1.58 | $-4.81$ | Return on equity (per cents) (ROE) Net profit Equity capital |
4.13 | 3.63 | $-1.63$ |
| 2.91 | 0.94 | $-3.22$ | Return on assets or asset profitability (ROA) Net profit Assets |
2.63 | 2,64 | $-1.28$ |
| 5.54 | 1.48 | $-4.49$ | Return on investments (ROI) Net profit Assets - Current debt |
4.05 | 3.56 | $-1.59$ |
| 1.87 | 2.40 | $3.02^{\circ}$ | Current liquidity ratio Current assets Current liabilities |
2.23 | 2.94 | 3.61 |
| 1.48 | 1.93 | 2.34 | Critical liquidity ratio Current assets - Inventories Current liabilities |
2.18 | 2.84 | 3.50 |
| 0.49 | 0.60 | 0.67 | Asset to equity ratio | 0.64 | 0.73 | 0.79 |
| 2.18 | 2.16 | 2.14 | Book value per share | 2.45 | 2.41 | 2.33 |
| 0.45 | 0.42 | 0.49 | Ratio of share price and book value $(P/BV)$ |
0.40 | 0.38 | 0.45 |
Income and net profitability variation for the Company:
| Group | |||
|---|---|---|---|
| mln. Euros | I half of 2015 |
I half of 2016 |
I half of 2017 |
| Construction works | 59.67 | 37.66 | 29.14 |
| Real estate | 3.36 | 0.34 | Ω |
| Products produced and other income | 1.88 | 3.49 | 4.41 |
The main income of the company by operation types is from building and erection. Over the first half of 2017, the income of the Group from building and construction totalled 86.9 %, income from made products and other income amounted to 13.1 %. Over the first half of 2016, the income of the Group from building and construction totalled 90.8 %, income from made products and other income amounted to 8.4 % and income from real estate amounted to 0.8 %.
Income distribution for the Group by operation types (per cents)
| Group | |||
|---|---|---|---|
| mln Euros | I half of 2015 |
I half of 2016 |
I half of 2017 |
| Lithuania | 43.10 | 36.28 | 26.05 |
| Russian Federation | 19.07 | 0.77 | |
| Scandinavian countries | 4.44 | 6.67 | |
| Other countries | 2.75 | 0.83 |
Over the first half of 2017, the company mainly operated in Lithuania. The income of the Group from the works performed inside the country made 77.6 per cents of the income whereas over the first half of $2016$ it was 87.4 per cents. Over the first half of 2017, the income in the Scandinavian countries increased and made 19.4 per cents of the Group income (10.7 per cents over the first half of 2016).
Quality, environmental protection, occupational health and safety play a very important role in activities of Panevezio statybos trestas AB. Quality (ISO 9001), environmental (ISO 14001) and occupational health and safety (OHSAS 18001) management systems introduced and available at the company allow taking proper care of these significant factors. Assessment of occupational risks is carried out, analyses are performed and measures for risk reduction or elimination are taken on each site. For the purposes of environmental and resource protection and sustainability, in order to ensure pollution prevention, in the beginning of each project the environmental plan including specific measures for control of significant aspects of environmental protection and activities performed is prepared.
In 2013, the Lithuanian National Accreditation Bureau accredited the Construction Laboratory of the company for the period of 5 years in accordance with LST EN ISO/IEC 17025:2005, thus granting it the right to perform tests related to building materials.
Professional, competent and responsible employees are the biggest asset of Panevezio statybos trestas AB. Therefore, much attention is paid to motivation of employees: environment favourable for generation and implementation of new ideas is being created and sharing of information is being promoted. In modern environment, competence of employees is one of the key factors describing competitiveness of the company. Considering this factor, the company encourages employees in all organizational levels to learn and improve their skills on a continuing basis. The employees are motivated not only by material incentives – competitive salaries, progressive bonus system but also by exceptional quality of working environment. As of 30 June 2017, the number of employees in the Group was 1,045, in the company - 765.
| Average number of employees |
I half of 2016 | I half of 2017 | ||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Managers | 27 | 13 | 25 | 13 |
| Specialists | 322 | 234 | 294 | 225 |
| Workers | 792 | 512 | 721 | 519 |
| Total | 1141 | 759 | 1040 | 757 |
| PST Group employees |
Payroll number |
Higher university level education |
Higher non- university education |
Junior college education |
Secondary education |
Incomplete secondary education |
|---|---|---|---|---|---|---|
| Managers | 25 | 24 | 0 | 0 | ||
| Specialists | 295 | 232 | 21 | 29 | 13 | $\theta$ |
| Workers | 725 | 25 | 29 | 161 | 445 | 65 |
| Total: | 1.045 | 28 I | 50 | 191 | 458 | 65 |
| I half of 2016 | I half of 2017 | |||
|---|---|---|---|---|
| Group | Company | Group | Company | |
| Managers | 2478 | 3166 | 3144 | 4035 |
| Specialists | 1047 | 1086 | 1235 | 1210 |
| Workers | 890 | 840 | 979 | 936 |
| Total | 1052 | 1062 | 1179 | 1172 |
Table $\delta$ . Average monthly gross pay per employee (Euros)
Over the first half of 2017, the natural turnover of employees took place. Employment contracts do not include any special rights and obligations of employees or some part of them.
In 2017, the company also pays much attention to qualification improvement. Training in the company is done in three directions using:
Services of training arranging institutions (external training);
Services of higher education institutions (employee studies).
During the first half of this year, Panevezio statybos trestas AB has signed a few new contracts:
with Prodo UAB acting on the basis of the Partnership Agreement for construction of the Guest House at Paplaujos Str. 9a, Vilnius. The project value exceeds 10 mln. Euros. The overall area of the building including the underground parking amounts to 26,882 square meters;
with the Design and Printing Private Limited Liability Company Kopa for construction of a new production building – a printing-house with offices at Industrijos Str. 12, Biruliskiu Vlg., Kaunas District. The value of the project amounts to about 5 mln. Euros, VAT exclusive. The area of the new building will be about 7200 square meters and the project is expected to be completed within 13 months.
together with the partner, SIA Monum, the contract has been signed with Siauliu vandenys UAB for reconstruction of water supply and waste water networks in Siauliai. The value of the work to be carried out by the companies will exceed 6.7 mln. Euros, VAT exclusive. The reconstruction scope will include over 18 km of water supply and nearly 20 km of waste water networks.
together with the partner, Eigesa UAB, the contract the contract with Radviliskio vanduo UAB for construction of water supply and waste water networks, waste water treatment and water improvement plant in Grinkiskis. The value of the works to be carried out by the companies will exceed 2.6 mln. Euros, VAT exclusive. The reconstruction scope will include over 8 km of water supply and over 9.5 km of waste water networks. The project is scheduled for 18 months.
with Panevezio gatves UAB for installation of surface wastewater collection network and with Cooperative Society Zvoruna for construction of grain handling and storage facilities, installation of utility network and installation of equipment. The total value of both contracts exceeds 9 mln. Euros, VAT inclusive.
In May 2017, the judgement on initiation of bankruptcy proceedings against Baltlitstroj OOO, the subsidiary company of Panevezio statybos trestas AB, adopted by the Arbitration Court of Kaliningrad Oblast, Russian Federation, entered into force. The bankruptcy proceedings are currently in progress.
As a result of negative profitability of PST Nordic AB, the subsidiary company of Panevezio statybos trestas AB, the management of the company took the decision to cease operation of PST Nordic AB. In August the judgement on initiation of bankruptcy proceedings against PST Nordic AB, the subsidiary company of Panevezio statybos trestas AB, entered into force. The bankruptcy proceedings are currently in progress.
The company keeps on successfully introducing innovative technologies in its activities. Panevezio statybos trestas AB aims that preparation for construction, work planning for future projects was done and construction activities were carried out especially fluently.
For that purpose, investments are made in the modern designing software. The company The company continues improving design preparation using not only the currently available software but also a new software package, which allows preparing complete designs covering its all parts in the environment of BIM (Building Information Modelling).
Site construction activities are planned on the basis of the BIM model. Application of the digital (BIM) model in planning and performance of works allows reducing probability of delay in work, taking immediate corrective actions in work organisation, if necessary, and improving performance quality. The computer simulation of construction created in the preparation stage allows choosing optimum construction methods and comparing the actually completed work quantities with the planned ones.
Use of the Building Information Modelling (BIM) is started during transportation of the items to be used to the site. With the help of the BIM model and work schedules the required items are delivered to the site at the time required. This allows reducing the logistics costs to the most extent, eliminating large storage areas on the site.
Any amendments of the Articles of Association of Panevezio statybos trestas AB are made following the procedure set forth in the laws and regulations of the Republic of Lithuania.
Referring to the Articles of Association of Panevezio statybos trestas AB, the management bodies of the Company are the General Meeting of Shareholders, the Board and the Managing Director. There is no Supervisory Board is formed in the company.
The powers of the General Meeting of Shareholders has no difference from the powers of the General Meeting of Shareholders set forth by the Law on Companies.
The Board of the Company consisting of five persons is elected by the General Meeting of Shareholders for a period not longer than 4 years. At present, the Board of the Company consists of four members. The procedure for election and withdrawal of a member of the Board has no difference from the procedure set forth by the Law on Companies.
The activities of the Board are managed by the Chairman of the Board. The Chairman of the Board is elected by the Board from the members of the Board.
The Board elects and removes from the office the manager of the Company - the Managing Director, fixes his salary, sets other terms of the employment contract, approves his job description, gives incentives and imposes penalties.
The manager of the Company is a single-person management body of the Company who organizes the current economic activities based on the authority granted.
REMIGIJUS JUODVIRSIS – the Chairman of the Board. No membership in the capital of the company. Membership in the activities or capital of the companies below:
| Company | Position | Number of shares |
Capital, % | Votes, % |
|---|---|---|---|---|
| Tertius UAB | 704,638 | 80 | 80 | |
| Panevezio keliai AB | Member of the Board | 531,675 | 28.47 | 28.47 |
| Lauktuves jums UAB | Chairman of the Board | 11,069 | 50.15 | 50.15 |
| Pokstas UAB | 111 | 50 | 50 | |
| Klovainiu skalda AB | 470,421 | 8.74 | 8.74 | |
| Emulteka UAB (in the process of liquidation) |
14 | 14.0 | 14.0 | |
| Gustoniu ZUT UAB | Member of the Board | 1.085 | 50.28 | 50.28 |
| Specializuota komplektavimo valdyba AB |
21,490 | 1.07 | 1.07 | |
| PST investicijos UAB | Member of the Board | 16,407 | 3.32 | 3/32 |
| Convestus UAB | $\mathcal{L}^{\mathcal{A}}$ | 50,000 | 50 | 50 |
| Alproka UAB | Chairman of the Board | z | u | $\sim$ |
| Kauno tiltai UAB | 492 | 0.31 | 0.31 |
Term of office: November 2014 through November 2018 Clean record.
VIRMANTAS PUIDOKAS – the member of the Board. No membership in the capital of the company. Membership in the capital of the companies below:
| Company | Position | Number of shares |
Capital, % | Votes, % |
|---|---|---|---|---|
| Panevezio keliai AB | General Director | 66,769 | 3.57 | 3.57 |
| Skalduva UAB | Director | 42 | 42 | 42 |
| Klovainiu skalda AB | Member of the Board | 541,785 | 10.1 | 10.1 |
| Avia invest UAB | 10,000 | 100 | 100 | |
| Istros aviaparkas UAB | 2,000 | 100 | 100 | |
| Akvalda UAB | Director | 750 | 50.00 | 50.00 |
| Emulteka UAB | 9 | 9 | 9 |
Term of office: November 2014 through November 2018 Clean record.
ARTURAS BUCAS – the Member of the Board. No membership in the capital of the company. Membership in the activities or capital of the companies below:
| Company | Position | Number of shares |
Capital, % | Votes.% |
|---|---|---|---|---|
| Dvarcioniu keramika AB (subject to bankruptcy proceedings) |
Shareholder | 356 | - | C. |
| Panevezio keliai AB | Member of the Board | 岑 |
Terms of office: November 2014 through November 2018 Clean record.
AUDRIUS BALCETIS – the Member of the Board. Membership in the capital of the companies below:
| Company | Position | Number of shares |
Capital, % | $V$ otes. % |
|---|---|---|---|---|
| Panevezio keliai AB | Member of the Board | |||
| Panevezio rysiu statyba UAB | Director | 279,507 | 27 | |
| PST investicijos UAB | Member of the Board | $\sim$ |
Terms of office: April 2015 through November 2017 Clean record
VILIUS GRAZYS – the Member of the Board. No membership in the capital of the company. Membership in the activities or capital of the companies below:
| Company | Position | Number of shares |
Capital, % | Votes, % |
|---|---|---|---|---|
| Akvalda UAB | 750 | 50 | 50 | |
| Emulteka UAB | 11 | |||
| Betono apsaugos sistemos UAB | 40 | 40 | 40 | |
| Panevezio keliai AB | Technical Director | 83,058 | 4.45 | 4.45 |
Terms of office: November 2014 through November 2018 Clean record.
Following the decision of the General Meeting of Shareholders of Panevezio statybos trestas AB that had taken place on 21 April 2017, the share of profit was paid to the members of the Board. Such amount of the share of profit is 354,195 Euros.
DALIUS GESEVICIUS- Head of the Company Administration, Managing Director. Holds 30,015 shares of the company. University education (VISI, 1984), Construction Engineering. Master Degree in Management and Business Administration. Clean record.
DANGUOLE SIRVINSKIENE – Chief Accountant of the Company. Holds no shares of the Company. University Education (LZUA. 1983), Accounting - Economics. Clean record.
In the first half of 2017 neither the members of the Board nor the top managers of Panevezio statybos trestas AB were granted loans, given guarantees and sureties, had any property transfers to them.
Following Article 52 of the Law on Audit of the Republic of Lithuania, the General Meeting of Shareholders of Panevezio statybos trestas AB elects the Audit Committee. The Audit Committee consists of three members, one of them being independent. The term of office of the Audit Committee is one year. The continuous term of office of a committee member cannot exceed 12 years.
The duties of the Audit Committee are as follows:
1) to monitor the financial reporting process;
2) to monitor effectiveness of the company's internal control, risk management and internal audit, if applicable, systems;
3) to monitor carrying out of the audit;
4) to monitor independence and objectivity of the auditor or audit company.
The following members were elected to the Audit Committee at the Annual General Meeting of Shareholders of Panevezio statybos trestas AB on 21 April 2017:
Lina Rageliene – Deputy Chief Accountant of Panevezio statybos trestas AB. Holds no shares of the company.
Drasutis Liatukas – independent auditor, Head of Finansu auditorius UAB, auditor. Holds no shares of the company.
Irena Kriauciuniene – independent auditor, auditor. Holds no shares of the company.
Table 9. Summary of published information from the beginning of 2017 up to the submission date of this report
| Description of notification | Category of notification | Language | Date |
|---|---|---|---|
| Regarding opening of bankruptcy proceedings |
Notification on material event | $Lt$ , $En$ | 17 Aug. 2017 |
| Cessation of PST Nordic AB Activities | Notification on material event | $Lt$ , $En$ | 27 July 2017 |
| Panevezio statybos trestas AB Will Carry Out Work in Panevezys and Pasvalys |
Notification on material event | $Lt$ , $En$ | 10 July 2017 |
| Initiation of Bankruptcy Proceedings | Notification on material event | $Lt$ , $En$ | 25 May 2017 |
| Panevezio statybos trestas AB Will Build Water Supply and Waste Water Networks in Radviliskis District |
Notification on material event | $Lt$ , $En$ | 24 May 2017 |
| Annual Information Approved by Annual General Shareholders Meeting of Panevezio statybos testas AB |
Annual information | $Lt$ , $En$ | 21 April 2017 |
| Resolutions of Annual General Shareholders' Meeting |
Notification on material event | Lt, En | 21 April 2017 |
| Description of notification | Category of notification | Language | Date |
|---|---|---|---|
| Panevezio statybos trestas AB Will Reconstruct the water supply and sewage water networks in Siauliai |
Notification on material event | Lt, En | 20 April 2017 |
| Panevezio statybos trestas AB Will Build a Printing-House |
Notification on material event | $Lt$ , $En$ | 18 April 2017 |
| CORRECTION: Draft Resolutions of Annual General Meeting of Shareholders |
General Meeting of Shareholders |
$Lt$ , $En$ | 4 April 2017 |
| Draft Resolutions of Annual General Meeting of Shareholders |
General Meeting of Shareholders |
$Lt$ , $En$ | 31 March 2017 |
| Panevezio statybos trestas AB Will Build the Guest House in Vilnius |
Notification on material event | $Lt$ , $En$ | 22 March 2017 |
| Convening of Annual General Meeting of Shareholders |
General Meeting of Shareholders |
$Lt$ , $En$ | 21 March 2017 |
| Calendar for Publishing Performance Results of Panevezio statybos trestas AB in 2017 |
Notification on material event | $Lt$ , $En$ | 2 Jan. 2017 |
All notifications of Panevezio statybos trestas AB to be made public in accordance with the legal requirements are published following the timelines prescribed by the laws and legal acts of the Republic of Lithuania. Information on the material events of the company is presented through the information system of NASDAQ OMX Vilnius Stock Exchange (Globe Newswire) and published on the website of the company.
The Company complies with the procedure of company management set forth by the Law on Companies of the Republic of Lithuania.
The Company partially complies with the Governance Code applicable to the companies that are on the list of the Vilnius Stock Exchange. During six months of 2017 there were no essential changes related to the company's notification on compliance with the Governance Code for the year 2016 applicable to the companies that are on the list of NASDAQ OMX VILNIUS Stock Exchange.
The annual report of the Company will include the more detailed explanation of how the Company complies with the recommendations of the Governance Code.
| ASSETS | 30 June 2017 | 31 Dec. 2016 |
|---|---|---|
| Non-current assets | 14,388,526 | 14,565,919 |
| Intangible assets | 125,689 | 146,366 |
| Tangible assets | 6,234,340 | 6,344,932 |
| Investment and amounts receivable in one year | 7,796,846 | 7,737,283 |
| Deferred tax assets | 231,651 | 337,338 |
| Current assets | 33,986,239 | 39,306,813 |
| Inventories | 1,016,136 | 763,560 |
| Prepayments | 141,654 | 246,123 |
| Trade receivables | 9,675,316 | 11,878,844 |
| Other current assets | 4,517,118 | 4,008,371 |
| Cash and cash equivalents | 18,636,015 | 22,409,915 |
| TOTAL ASSETS | 48,374,765 | 53,872,732 |
In Euros
| EQUITY AND LIABILITIES | 30 June 2017 | 31 Dec. 2016 |
|---|---|---|
| Equity | 38,058,455 | 39,740,384 |
| Share capital | 4,741,500 | 4,741,500 |
| Reserves | 1,749,951 | 1,786,660 |
| Retained earnings | 31,567,004 | 33,212,224 |
| Translation reserve | ||
| Minority share | ||
| Amounts payable and liabilities | 10,316,310 | 14,132,348 |
| Amounts payable in one year and non- current liabilities |
895,725 | 943,876 |
| Loans and other borrowings | ||
| Warranty provision and others | 670,584 | 712,257 |
| Deferred tax liabilities | 225,141 | 231,619 |
| Amounts payable in one year and current liabilities |
9,420,585 | 13,188,472 |
| Loans and borrowings | ||
| Trade payables | 5,861,946 | 9,248,266 |
| Prepayments received | 897,686 | 37,635 |
| Income tax payable | ||
| Other liabilities | 2,660,953 | 3,902,571 |
| TOTAL EQUITY AND LIABILITIES: | 48,374,765 | 53,872,732 |
| ASSETS | 30 June 2017 | 31 Dec. 2016 |
|---|---|---|
| Non-current assets | 7,596,321 | 7,888,154 |
| Intangible assets | 164,020 | 192,515 |
| Tangible assets | 5,826,841 | 5,987,351 |
| Investment and amounts receivable in one year | 1,302,227 | 1,299,368 |
| Deferred tax assets | 303,233 | 408,920 |
| Current assets | 44,644,560 | 53,576,989 |
| Inventories | 9,959,738 | 9,894,109 |
| Advance payments | 479,063 | 331,124 |
| Amounts receivable | 11,098,517 | 17,243,288 |
| Other current assets | 2,352,522 | 726,795 |
| Cash and cash equivalents | 20,754,720 | 25,381,673 |
| TOTAL ASSETS: | 52,240,881 | 61,465,143 |
| EQUITY AND LIABILITIES | 30 June 2017 | 31 Dec. 2016 |
|---|---|---|
| Equity | 34,949,121 | 36,797,154 |
| Share capital | 4,741,500 | 4,741,500 |
| Reserves | 2,023,964 | 2,067,053 |
| Retained earnings | 25,846,173 | 28,231,051 |
| Translation reserve | 2,337,484 | 1,757,550 |
| Minority interest | 1,165,482 | 1,357,311 |
| Amounts payable and liabilities | 16,126,278 | 23,310,678 |
| Amounts payable in one year and non- current liabilities |
1,328,488 | 1,377,960 |
| Loans and borrowings | 8,801 | 8,801 |
| Warranty provisions and other | 986,238 | 1,025,165 |
| Deferred tax liabilities | 331,593 | 338,971 |
| Other liabilities | 1,856 | 5,023 |
| Amounts payable in one year and current liabilities |
14,797,790 | 21,932,718 |
| Loans and borrowings | 715,680 | 707,984 |
| Trade payables | 8,512,495 | 14,573,603 |
| Prepayments received | 1,615,527 | 324,916 |
| Income tax payable | 51,443 | 43,734 |
| Other liabilities | 3,902,645 | 6,282,481 |
| TOTAL EQUITY AND LIABILITIES: | 52,240,881 | 61,465,143 |
In Euros
| ITEM | First Half of 2017 |
First Half of 2016 |
|---|---|---|
| REVENUE | 24,385,664 | 34,252,428 |
| COST OF SALES | $-23,265,968$ | $-31,004,323$ |
| GROSS PROFIT (LOSS) | 1,119,696 | 3,248,105 |
| OPERATING EXPENSES | $-2,241,588$ | $-2,051,619$ |
| Sales | $-160,394$ | $-167,317$ |
| General and administrative | $-2,081,194$ | $-1,884,302$ |
| TYPICAL OPERATING PROFIT (LOSS) | $-1,121,892$ | 1,196,486 |
| OTHER ACTIVITIES | 103,608 | 95,645 |
| Income | 286,713 | 284,239 |
| Costs | $-183,105$ | $-188,594$ |
| FINANCIAL AND INVESTMENT ACTIVITIES |
498,315 | 354,909 |
| Income | 514,267 | 381,312 |
| Costs | $-15,952$ | $-26,403$ |
| PROFIT (LOSS) BEFORE TAXATION | -519,969 | 1,647,040 |
| INCOME TAX | $-99,209$ | $-215,969$ |
| NET PROFIT (LOSS) | $-619,178$ | 1,431,071 |
| ITEM | First Half 2017 |
First Half 2016 |
|---|---|---|
| SALES | 33,547,877 | 41,491,789 |
| COST OF SALES | $-32,562,465$ | $-37,323,000$ |
| GROSS PROFIT (LOSS) | 985,412 | 4,168,789 |
| OPERATING EXPENSES | $-3,182,778$ | $-4,876,358$ |
| Sales | $-163,039$ | $-167,317$ |
| General and administrative | $-3,019,739$ | -4,709,041 |
| TYPICAL OPERATING PROFIT (LOSS) | $-2,197,366$ | $-707,569$ |
| OTHER ACTIVITIES | $-634$ | 31,338 |
| Income | 238,619 | 253,925 |
| Costs | $-239,253$ | $-222,587$ |
| FINANCIAL AND INVESTMENT ACTIVITIES |
663,027 | 1,502,943 |
| Income from company liquidation | 1,721,711 | 0 |
| Income from other financial activities | 16,265 | 1,567,460 |
| Other financial costs | $-1,074,949$ | $-64,517$ |
| PROFIT (LOSS) BEFORE TAXATION | $-1,534,973$ | 826,712 |
| INCOME TAX | $-146,411$ | $-269,098$ |
| NET PROFIT (LOSS) | $-1,681,384$ | 557,614 |
| ATTRIBUTABLE TO SHAREHOLDERS | $-1,382,756$ | 305,844 |
| ATTRIBUTABLE TO MINORITY INTEREST |
$-298,628$ | 251,770 |
In Eu
| n Euros | |||||
|---|---|---|---|---|---|
| Share capital | tangible asset Non-current revaluation reserve |
reserve Legal |
Retained profit |
Total | |
| Balance as of 31 December 2015 Net profit (loss) for 2016 |
4,741,500 | 1,386,310 | 473,537 | 31,609,648 $-261,977$ 1,431,071 |
38,210,995 $-261,977$ 1,431,071 |
| Total comprehensive income Dividends |
$-36,900$ | 613 | 36,287 | ||
| Balance as of 30 June 2016 | 4,741,500 | 1,349,410 | 474,150 | 32,815,029 | 39,380,089 |
| Balance as of 31 December 2016 Net profit (loss) for 2017 |
4,741,500 | 1,312,510 | 474,150 | $-619,178$ 33,212,224 |
$-619,178$ 39,740,384 |
| Dividends | $-1,062,751$ | 1,062,751 | |||
| Total comprehensive income | -36,709 | 36,709 | |||
| Balance as of 30 June 2017 | 4,741,500 | 1,275,801 | 474,150 | 31,567,004 | 38,058,455 |
Panevezio statybos trestas AB Interim Financial Statements for the First Half of 2017
Consolidated statement of changes in equity
In Euros
| פט נוט ע עם | ||||||||
|---|---|---|---|---|---|---|---|---|
| capital Share |
Revaluation reserve |
reserve Legal |
translation Currency reserve |
Retained earnings profit |
attributable company's owners Equity to the |
Minority interest |
Total | |
| Balance as of 31 December 2015 Dividends |
4,741,500 | 1,552,617 | 598,468 | 3,446,256 | 25,846,294 $-261,977$ |
36,185,135 $-261,977$ |
1,247,111 | 37,432,246 $-261,977$ |
| Total other comprehensive income Net profit (loss) for 2016 |
43,279 | 612 | -901,046 | 305,844 42,666 |
-901,047 305,844 |
$-252,429$ 251,770 |
$-1,153,476$ 557,614 |
|
| Balance as of 30 June 2016 | 4,741,500 | 1,509,338 | 599.080 | 2,545,210 | 25,932,827 | 35,327,955 | 1,246,452 | 36,574,407 |
| Balance as of 31 December 2016 | 4,741,500 | 1,467,973 | 599,080 | 1,757,550 | 28,231,051 | 36,797,154 | 1,357,311 | 38,154,465 |
| Net profit (loss) for 2017 Dividends |
$-1,382,756$ 1,062,751 |
$-1,382,756$ $-1,062,751$ |
$-298,628$ 4,375 |
$-1,067,126$ $-1,681,384$ |
||||
| Total other comprehensive income | 43,089 | 579,934 | 60,629 | 597,474 | 11,174 | 708,648 | ||
| Balance as of 30 June 2017 | 4,741,500 | 1,424,884 | 599,080 | 2.337.484 | 27,147,317 | 34,949,121 | 1,165,482 | 36,114,603 |
22
| First Half of 2017 |
First Half of 2016 |
|
|---|---|---|
| Cash flows from operating activities | ||
| Net profit (loss) | $-619,178$ | 1,431,071 |
| Depreciation and amortization | 502,657 | 438,550 |
| Profit (loss) from transfer of non-current assets | $-20,078$ | 8,546 |
| Income tax expense | 99,209 | 215,969 |
| $-37,390$ | 2,094,136 | |
| Change in inventories | $-242,063$ | $-764,200$ |
| Change in trade receivables | 2,282,810 | $-5,423,166$ |
| Change in prepayments | 104,469 | 165,081 |
| Change in amounts receivable after one year | $-3,091$ | $-24,697$ |
| Change in other assets | $-493,137$ | -270,014 |
| Change in trade payables | $-3,386,320$ | 328,635 |
| Change in prepayments received | 860,051 | $-641,580$ |
| Change in provisions and other liabilities | $-1,567,302$ | $-2,562,772$ |
| $-2,481,973$ | $-7,098,577$ | |
| Income tax paid | $-252,801$ | $-229,070$ |
| Net cash flows from operating activities | $-2,734,774$ | $-7,327,647$ |
| Cash flows from investing activities | ||
| Acquisition of non-current assets (excl.investments) | -400,090 | $-505,439$ |
| Disposal of non-current assets (excl. investments) | 48,780 | 19,800 |
| Loans granted | $-183,532$ | $-25,000$ |
| Loans recovered | 111,450 | 3,870,287 |
| Dividends and interest received | 451,322 | 257,480 |
| Net cash flows from investing activities | 27,930 | 3,617,128 |
| Cash flows from financing activities | ||
| Dividends paid | $-1,056,243$ | $-257,175$ |
| Proceeds from loans and borrowings | 0 | 0 |
| Loans and borrowings repaid | $\bm{0}$ | 0 |
| Interest paid | $-10,813$ | $-26,290$ |
| Net cash flows from financing activities | $-1,067,056$ | $-283,465$ |
| Increase (decrease) in net cash flows | $-3,773,900$ | -3,993,984 |
| Cash and its equivalent at the beginning of the period |
22,409,915 | 20,896,409 |
| Cash and its equivalents at the end of the period | 18,636,015 | 16,902,425 |
In Euros $\,$
| First Half of | First Half of | |
|---|---|---|
| 2017 | 2016 | |
| Cash flows from operating activities | ||
| Net profit (loss) | $-1,681,384$ | 557,614 |
| Elimination of other non-cash items: | ||
| Depreciation and amortization | 630,692 | 578,121 |
| Other non-cash items | 178,836 | $-233,660$ |
| $-871,856$ | 902,075 | |
| Change in inventories | $-250,494$ | $-582,109$ |
| Change in trade receivables | 3,369,518 | $-2,054,193$ |
| Change in prepayments | $-160,352$ | 489,608 |
| Change in other assets | 183,340 | $-553,345$ |
| Change in trade payables | $-2,275,212$ | $-566,216$ |
| Change in prepayments received | 1,326,263 | $-867,291$ |
| Change in provisions and other liabilities | $-1,253,962$ | $-3,515,896$ |
| 67,245 | $-6,747,367$ | |
| Elimination of results from financial and investing | ||
| activities | $-3,201,514$ | $-1,208,259$ |
| Net cash flows from operating activities | $-3,134,269$ | $-7,955,626$ |
| Cash flows from investing activities | ||
| Acquisition of non-current assets (excl. | ||
| investments) | $-472,349$ | $-558,405$ |
| Disposal of non-current assets (excl. investments) | 48,780 | 82,379 |
| Loans granted | 0 | 10,000 |
| Loans recovered | 11,450 | 122,743 |
| Dividends and interest received | 516 | 7,019 |
| Net cash flows from investing activities | $-411,603$ | $-336,264$ |
| Cash flows from financial activities | ||
| Dividends paid | $-1,060,618$ | $-257,175$ |
| Proceeds from loans and borrowings | 0 | 0 |
| Loans and borrowings repaid | 0 | $-1,126,040$ |
| Payment of finance lease liabilities | $-8,290$ | $-20,257$ |
| Interest paid | $-12,173$ | $-40,140$ |
| Net cash flows from financing activities | $-1,081,081$ | $-1,443,612$ |
| Increase (decrease) in net cash flows | $-4,626,953$ | $-9,735,502$ |
| Cash and cash equivalents in the beginning of the | ||
| period | 25,381,673 | 28,817,259 |
| Cash and cash equivalents at the end of the | ||
| period | 20,754,720 | 19,081,757 |
Panevezio statybos trestas AB (hereinafter "the Company") was established in 1957 and for a long time was known as the North Lithuania Construction Trust (Siaures Lietuvos statybos trestas). In 1991, the Company was registered as a State Company. On 30 October 1993, the State Company was reorganized to a Public Limited Liability Company. Company code 147732969, VAT code LT477329610. Registration certificate No. 013732 issued on 27 September 2004 by the State Register Centre Panevezys Branch.
The Company comprises the following branches: Gerbusta, Pastatu apdaila, Genranga, Konstrukcija, Betonas, Stogas and Klaipstata. The Company has its permanent establishments in Latvia and the Kingdom of Sweden. Financial year of the Company is calendar year. The period of commercial-economic operation of the Company is unlimited.
The main operations of the Company and its subsidiaries (hereinafter "the Group") is designing and construction of various buildings, structures, facilities, communications and other similar objects in Lithuania and abroad, real estate development.
The figures in the interim financial statement are presented in Euros.
Separate and consolidated financial statements were prepared according to the International standard of Financial Accounting applicable in the European Union.
The same accounting principles were applicable to both - the interim financial statement and the annual financial statement.
The following currency rates (amount of currency for 1 Euro) were used when preparing the interim financial statement:
| Currency | 30 June 2017 | 30 June 2016 |
|---|---|---|
| 1 RUB | 67.3005 | 71.0452 |
| 1 SFK | 9.7215 | 9.4311 |
| 1 PLN | 4.2489 | 4.4261 |
Subsidiary companies are the companies controlled by the parent company. Such control is defined as a capability to a company to have determinant effect on other company, manage and influence financial and economic activities to get benefit from that company. For the purposes of control assessment the total available number of shareholder votes at the General Meeting of Shareholders is considered. The financial statements of subsidiary companies are included into the Consolidated Financial Statement from the day of control gain and are excluded from the day of control loss. During consolidation of financial statement the income and expenses, amounts receivable and payable and unrealized results of the Company Group are eliminated.
As the income, profit and assets of the Company and the Group in the segments do not exceed 10 or more per cents of all operating segments, following the requirements of item 13 in the IFRS 8, operating and geographical segments of the Group are not provided.
Over the first half 2017 the investments of the Group in acquisition of non-current assets amounted to 472,349 Euros. Panevezio statybos trestas AB acquired non-current assets for 400,090 Euros. During the first half of 2017 the costs related to depreciation and amortization of assets of the Group amounted to 630,692 Euros, including 502,657 Euros accounted for in the Financial Statements of Panevezio statybos trestas AB.
As in May 2017, the judgement on initiation of bankruptcy proceedings against Baltlitstroj OOO, the subsidiary company of Panevezio statybos trestas AB, adopted by the Arbitration Court of Kaliningrad Oblast, Russian Federation, entered into force, the mentioned company has been eliminated from the Group operation. Such elimination of Baltlitstroj OOO from the Group operation reduced assets of the Group by 4,064,443 Euros and liabilities of the Group by 6,830,084 Euros.
As of 30 June 2017, the Group had loans amounting to 715,680 Euros, including 376,002 Euros as long-term credits of PST investiciios UAB Group.
As of 30 June 2017, the guarantees of the liabilities of Panevezio statybos trestas AB Group issued by credit institutions amounted to 5,103,152 Euros, including 4,823,271 Euros for guarantees related to performance of contracts and obligations by Panevezio statybos trestas AB and issued by the Lithuanian credit institutions and insurance companies.
On 17 May 2017 a six-month surety agreement was signed with Ergo Insurance SE for the liabilities of the subsidiary company PS Trests SIA, which amounted to 200,000 Euros and on 8 August 2017 a four-month surety agreement was signed for the amount of 11,361 Euros.
There were no significant transactions made with any associated parties.
The Annual General Meeting of Shareholders of Panevezio statybos trestas AB that took place on 21 April 2017 made the decision to pay dividends for the year 2016 in the amount of 1,062,750 Euros. As of 30 June 2017, the dividends in the amount of 1,056,162 Euros have been paid, which makes 99.4 % of the amount payable.
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