Quarterly Report • Aug 31, 2015
Quarterly Report
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CONSOLIDATED AND COMPANY'S INTERIM CONDENSED NOT-AUDITED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2015 PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION
AB INVALDA INVL CONSOLIDATEO ANO COiIPANY'S INTERIM CONOENSED FINANCIAL STATE ENTS FOR THE SIX MOIITHS ENOED 30 JUNE 2015 (all amounts are in EUR thousand unless otheMise stated)
Mr. Alvydas Banys (chairman of the Board) Ms. lndre Miseikyte Mr. Darius Sulnis
Mr. Darius Sulnis (president) Mr. Raimondas Rajeckas (chief financial officer)
Seimyniskiu Str. 1A, Vilnius, Lithuania Company code 121304349
AB ONB Bankas AB Siauliq Bankas AB SEB Bankas Nordea Bank AB Lithuania Branch Oanske Bank Ay'S Lithuania Branch AB Bankas Finasta 'Swedbank', AB AB Citadele bankas UAB Medicinos Bankas DNB Bank Polska S. A.
The financial statements were approved and signed by the Management and the Board of Diredors on 3i August 2015.
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| Notes | I Half Year 2015 |
I Half Year 2014 |
I Half Year 2015 |
I Half Year 2014 |
|||
| Continuing operations | |||||||
| Revenue | |||||||
| Asset management | 1,754 | - | - - |
- - |
|||
| Facility management Other production and services revenue |
- - |
1,750 569 |
- | - | |||
| Total revenue | 1,754 | 2,319 | - | - | |||
| Other income | 8.3 | 934 | 434 | 548 | 5,042 | ||
| Net gains (losses) on disposal of subsidiaries, | |||||||
| associates and joint ventures | 5 | - | - | - | 13,038 | ||
| Revaluation of investments on becoming | |||||||
| investment entity | 5 | - | 2,234 | - | 3,441 | ||
| Net changes in fair value of financial assets at fair value through profit or loss |
6, 8.1 | 3,677 | 820 | 3,668 | 820 | ||
| Changes in inventories of finished goods and work in progress |
- | 14 | - | - | |||
| Raw materials and consumables used | (14) | (436) | (1) | (2) | |||
| Employee benefits expenses | (990) | (1,098) | (235) | (271) | |||
| Funds distribution fees | (365) | - | - | - | |||
| Impairment, write-down and provisions | - | (297) | - | 188 | |||
| Premises rent and utilities | (112) | (240) | (20) | (21) | |||
| Depreciation and amortisation | (163) | (109) | (8) | (6) | |||
| Repair and maintenance cost of premises | (25) | (395) | (16) | (8) | |||
| Fees for securities Other expenses |
(79) (421) |
(16) (334) |
(12) (71) |
(16) (82) |
|||
| Operating profit (loss) | 4,196 | 2,896 | 3,853 | 22,123 | |||
| Finance costs | 8.2 | ||||||
| - | (60) | - | (51) | ||||
| Share of profit (loss) of associates and joint Profit (loss) before income tax |
- 4,196 |
(127) 2,709 |
- 3,853 |
- 22,072 |
|||
| Income tax credit (expenses) Profit (loss) for the period from continuing |
7 | (57) 4,139 |
(168) 2,541 |
(40) 3,813 |
(206) 21,866 |
||
| operations Discontinued operation |
|||||||
| Profit/(Loss) after tax for the period from | |||||||
| discontinued operation | 9 | - | 2,890 | - | - | ||
| PROFIT (LOSS) FOR THE PERIOD | 4,139 | 5,431 | 3,813 | 21,866 | |||
| Attributable to: | |||||||
| Equity holders of the parent | 4,139 | 5,448 | 3,813 | 21,866 | |||
| Non-controlling interests | - | (17) | - | - | |||
| 4,139 | 5,431 | 3,813 | 21,866 | ||||
| Basic earnings (deficit) per share (in EUR) Basic earnings (deficit) per share (in EUR) from |
10 | 0.35 | 0.29 | 0.32 | 1.15 | ||
| continuing operations | 0.35 | 0.13 | 0.32 | 1.15 | |||
| Diluted earnings (deficit) per share (in EUR) | 0.35 | 0.29 | 0.32 | 1.15 | |||
| Diluted earnings (deficit) per share (in EUR) from continuing operations |
0.35 | 0.13 | 0.32 | 1.15 |
| Group | Company | ||||
|---|---|---|---|---|---|
| I Half Year 2015 |
I Half Year 2014 |
I Half Year 2015 |
I Half Year 2014 |
||
| Profit (loss) for the year | 4,139 | 5,431 | 3,813 | 21,866 | |
| Other comprehensive income (loss) | |||||
| Other comprehensive income (loss) that may be subsequently reclassified to profit or loss |
- | - | - | - | |
| Exchange differences on translation of foreign operations |
- | 6 | - | - | |
| Share of other comprehensive income (loss) of associates |
- | - | - | - | |
| Net other comprehensive income (loss) that may be subsequently reclassified to profit or loss subsequent periods |
- | 6 | - | - | |
| Other comprehensive income (loss) that will not be reclassified to profit or loss |
- | - | - | - | |
| Share of other comprehensive income (loss) of associates - re-measurement gains (losses) on defined benefit plans Net other comprehensive income (loss) not to be reclassified to profit or loss |
- - |
- - |
- - |
- - |
|
| Other comprehensive income (loss) for the period, net of tax |
- | 6 | - | - | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX |
4,139 | 5,437 | 3,813 | 21,866 | |
| Attributable to: Equity holders of the parent |
4,139 | 5,453 | 3,813 | 21,866 | |
| Non-controlling interests | - | (16) | - | - | |
| Total comprehensive income attributable to equity holders of the parent arising from: |
|||||
| Continuing operations | 4,139 | 2,545 | 3,813 | 21,866 | |
| Discontinued operations | - 4,139 |
2,908 5,437 |
- 3,813 |
- 21,866 |
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Notes | nd Quarter 2 2015 |
nd Quarter 2 2014 |
nd Quarter 2 2015 |
nd Quarter 2 2014 |
||
| Continuing operations | ||||||
| Revenue | ||||||
| Asset management | 924 | - | - - |
- - |
||
| Facility management | - | 441 | ||||
| Other production and services revenue | - | 144 | - | - | ||
| Total revenue | 924 | 2,319 | - | - | ||
| Other income | 175 | 228 | 160 | 4,750 | ||
| Net gains (losses) on disposal of subsidiaries, associates and joint ventures |
- | - | - | 13,038 | ||
| Revaluation of investments on becoming investment entity |
- | 2,234 | - | 3,441 | ||
| Net changes in fair value of financial assets at fair value through profit or loss |
2,994 | 759 | 3,000 | 759 | ||
| Changes in inventories of finished goods and work in progress |
- | 7 | - | - | ||
| Raw materials and consumables used | (7) | (117) | (1) | (1) | ||
| Employee benefits expenses | (499) | (340) | (111) | (131) | ||
| Funds distribution fees | (178) | - | - | - | ||
| Impairment, write-down and provisions | - | (297) | - | (1) | ||
| Premises rent and utilities | (51) | (94) | (10) | (11) | ||
| Depreciation and amortisation | (82) | (29) | (4) | (3) | ||
| Repair and maintenance cost of premises | (17) | (68) | (11) | (4) | ||
| Fees for securities Other expenses |
(42) | (7) | (6) | (7) | ||
| (276) | (113) | (46) | (49) | |||
| Operating profit (loss) | 2,941 | 2,748 | 2,971 | 21,781 | ||
| Finance costs | - | (17) | - | (14) | ||
| Share of profit (loss) of associates and joint | - | (29) | - | - | ||
| Profit (loss) before income tax | 2,941 | 2,702 | 2,971 | 21,767 | ||
| Income tax credit (expenses) | (27) | (139) | (17) | (188) | ||
| Profit (loss) for the period from continuing operations |
2,914 | 2,563 | 2,954 | 21,579 | ||
| Discontinued operation | ||||||
| Profit/(Loss) after tax for the period from discontinued operation |
- | 2,076 | - | - | ||
| PROFIT (LOSS) FOR THE PERIOD | 2,914 | 4,639 | 2,954 | 21,579 | ||
| Attributable to: Equity holders of the parent |
2,914 | 4,662 | 2,954 | 21,579 | ||
| Non-controlling interests | - | (23) | - | - | ||
| 2,914 | 4,639 | 2,954 | 21,579 | |||
| Basic earnings (deficit) per share (in EUR) Basic earnings (deficit) per share (in EUR) from |
10 | 0.25 | 0.25 | 0.25 | 1.14 | |
| continuing operations | 0.25 | 0.13 | 0.25 | 1.14 | ||
| Diluted earnings (deficit) per share (in EUR) Diluted earnings (deficit) per share (in EUR) from |
0.25 | 0.25 | 0.25 | 1.14 | ||
| continuing operations | 0.25 | 0.13 | 0.25 | 1.14 |
| Group | Company | |||
|---|---|---|---|---|
| nd Quarter 2 2015 |
nd Quarter 2 2014 |
nd Quarter 2 2015 |
nd Quarter 2 2014 |
|
| Profit (loss) for the year | 2,914 | 4,639 | 2,954 | 21,579 |
| Other comprehensive income (loss) | ||||
| Other comprehensive income (loss) that may be subsequently reclassified to profit or loss |
- | - | - | - |
| Exchange differences on translation of foreign operations |
- | (3) | - | - |
| Share of other comprehensive income (loss) of associates |
- | 1 | - | - |
| Net other comprehensive income (loss) that may be subsequently reclassified to profit or loss subsequent periods |
- | (2) | - | - |
| Other comprehensive income (loss) that will not be reclassified to profit or loss |
- | - | - | - |
| Share of other comprehensive income (loss) of associates - re-measurement gains (losses) on defined benefit plans |
- | - | - | - |
| Net other comprehensive income (loss) not to be reclassified to profit or loss |
- | - | - | - |
| Other comprehensive income (loss) for the period, net of tax |
- | (2) | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX |
2,914 | 4,637 | 2,954 | 21,579 |
| Attributable to: | ||||
| Equity holders of the parent | 2,914 | 4,661 | 2,954 | 21,579 |
| Non-controlling interests | - | (24) | - | - |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Notes | As at 30 June 2015 |
As at 31 December 2014 |
As at 30 June 2015 |
As at 31 December 2014 |
||
| ASSETS | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | 53 | 36 | 10 | 12 | ||
| Intangible assets | 4,178 | 3,564 | 8 | 13 | ||
| Investments into subsidiaries | 5; 6 | 9,455 | 7,654 | 16,409 | 13,442 | |
| Investments into associates and joint ventures |
6 | 16,196 | 14,855 | 16,196 | 14,855 | |
| Investments available-for-sale | 494 | 494 | 494 | 494 | ||
| Loans granted | 6,767 | 7,979 | 6,767 | 7,979 | ||
| Deferred income tax asset | 937 | 983 | 362 | 402 | ||
| Total non-current assets | 38,080 | 35,565 | 40,246 | 37,197 | ||
| Current assets | ||||||
| Trade and other receivables | 1,220 | 721 | 565 | 352 | ||
| Current loans granted | 2,816 | 1,435 | 2,816 | 1,435 | ||
| Prepaid income tax | 3 | 3 | - | - | ||
| Prepayments and deferred charges Financial assets at fair value through profit |
30 | 29 | 4 | 11 | ||
| loss | 6 | 4,782 | 3,883 | 3,917 | 3,515 | |
| Cash and cash equivalents | 2,152 | 4,148 | 1,088 | 3,292 | ||
| Total current assets | 11,003 | 10,219 | 8,390 | 8,605 | ||
| Total assets | 49,083 | 45,784 | 48,636 | 45,802 |
(cont'd on the next page)
| Group | Company | ||||
|---|---|---|---|---|---|
| As at 30 June 2015 |
As at 31 December 2014 |
As at 30 June 2015 |
As at 31 December 2014 |
||
| EQUITY AND LIABILITIES | |||||
| Equity | |||||
| Equity attributable to equity holders of the parent |
|||||
| Share capital | 11 | 3,441 | 3,437 | 3,441 | 3,437 |
| Own shares | 11 | (550) | - | (550) | - |
| Share premium | 4,996 | 4,996 | 4,996 | 4,996 | |
| Reserves | 11,594 | 11,594 | 11,594 | 11,594 | |
| Retained earnings | 28,593 | 24,458 | 28,324 | 24,515 | |
| 48,074 | 44,485 | 47,805 | 44,542 | ||
| Liabilities | |||||
| Non-current liabilities | |||||
| Deferred income tax liability | 84 | - | - | - | |
| Total non-current liabilities | 84 | - | - | - | |
| Current liabilities | |||||
| Trade payables | 259 | 206 | 14 | 32 | |
| Other current liabilities | 666 | 1,093 | 817 | 1,228 | |
| Total current liabilities | 925 | 1,299 | 831 | 1,260 | |
| Total liabilities | 1,009 | 1,299 | 831 | 1,260 | |
| Total equity and liabilities | 49,083 | 45,784 | 48,636 | 45,802 |
(the end)
| Re se |
||||||||
|---|---|---|---|---|---|---|---|---|
| Gr ou p |
Sh ita l are ca p |
Ow ha n s res |
S ha ium re p rem |
Le al d o the g an r res erv es |
Re of se rve rch f o pu as e o wn sh are s |
Re tai d e ing ne arn s (ac lat ed de fic it) cu mu |
To tal uit eq y |
|
| Ba lan 31 De mb 20 at 14 ce as ce er |
3, 43 7 |
- | 99 6 4, |
3 47 |
12 11 1 , |
24 8 45 , |
48 44 5 , |
|
| Pro fit ( los s) for th ix m ths of 20 15 e s on |
- | - | - | - | - | 4, 139 |
4, 139 |
|
| Oth reh siv e in ( los s) the six er co mp en co me nth f 2 01 5 mo s o |
- | - | - | - | - | - | - | |
| To tal reh siv e i e ( los s) for th co mp en nc om e six ths f 2 01 5 m on o |
- | - | - | - | - | 139 4, |
139 4, |
|
| Ac ired ha qu ow n s res |
11 | - | ( 55 0) |
- | - | - | - | ( 55 0) |
| Th dju f th lue of th ha stm t o e a en e p ar va e s res du rsio e t n to o c on ve eu ro |
11 | 4 | - | - | - | - | ( 4) |
- |
| To tal ibu tio by d d ist rib uti ntr s t co ns an on o of the Co ow ne rs mp an y |
4 | ( 55 0) |
- | - | - | ( 4) |
( 55 0) |
|
| To tal ion ith of the tra act ns s w ow ne rs Co nis ed di tly in uit mp an y, rec og rec eq y |
4 | ( 55 0) |
- | - | - | ( 4) |
( 55 0) |
|
| Ba lan 30 Ju 20 at 15 ce as ne |
3, 44 1 |
( 0) 55 |
99 6 4, |
3 47 |
12 11 1 , |
28 59 3 , |
48 07 4 , |
| Eq uit rib ble uit ho lde of the att uta to nt eq rs p are y y |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Re se |
rve s |
|||||||||
| Gr ou p |
Sh are ita l ca p |
Sh are ium p rem |
Ow n sh are s |
Le al d g an oth er res erv es |
Fo rei g n cu rre nc y lat ion tra ns res erv e |
Re tai d e ing ne arn s (ac lat ed cu mu de fic it) |
Su bto tal |
No n oll ing ntr co int sts ere |
To tal uit eq y |
|
| Ba lan 31 De mb 20 13 at ce as ce er |
192 7, |
9, 59 8 |
( 6, 02 8) |
28 196 , |
( 18) |
24 43 6 , |
63 37 6 , |
104 | 63 48 0 , |
|
| Pro fit ( los s) for th ix m ths of 20 14 e s on Oth reh siv e in ( los s) the er co mp en co me of six ths 20 14 |
- | - | - | - | - 5 |
5, 44 8 |
5, 44 8 |
( 17) |
5, 43 1 |
|
| m on |
- | - | - | - | - | 5 | 1 | 6 | ||
| To tal reh siv e i e ( los s) for co mp en nc om the si ths f 2 01 4 x m on o |
- | - | - | - | 5 | 5, 44 8 |
5, 45 3 |
( 16) |
5, 43 7 |
|
| Sh of in uity of nts are m ove me eq iate ass oc s |
- | - | - | - | - | 20 | 20 | - | 20 | |
| Va lue of loy rvic em p ee se es |
- | - | - | - | - | - | - | 5 | 5 | |
| De lida tio n b min inv est nt co nso n o eco g me tity en |
- | - | - | ( 11) |
- | 11 | - | 29 7 |
29 7 |
|
| Ch s in an ge re se rve s |
- | - | - | 95 | - | ( ) 95 |
- | - | - | |
| De of sh ital cre ase are ca p |
11 | ( 59 0) |
- | 6, 02 8 |
( 5, 43 8) |
- | - | - | - | - |
| De du lit-o ff e t cre ase o s p |
( 3, 165 ) |
( 4, 60 2) |
- | ( 11 24 8) , |
13 | ( 3, 94 1) |
( 22 94 3) , |
( 39 0) |
( 23 33 3) , |
|
| To tal ibu tio by d d ist rib uti ntr co ns an on s of the Co to ow ne rs mp an y |
( 3, 75 5) |
( 4, 60 2) |
6, 02 8 |
( 16 60 2) , |
13 | ( 4, 00 5) |
( 22 92 3) , |
( 88 ) |
( 23 01 1) , |
|
| To tal ion ith of the tra act ns s w ow ne rs Co nis ed di tly in uit mp an y, rec og rec eq y |
( 3, 75 5) |
( 4, 60 2) |
6, 02 8 |
( 16 60 2) , |
13 | ( 4, 00 5) |
( 22 92 3) , |
( 88 ) |
( 23 01 1) , |
|
| Ba lan 30 Ju 20 at 14 ce as ne |
3, 43 7 |
99 6 4, |
- | 59 11 4 , |
- | 25 87 9 , |
90 6 45 , |
- | 90 6 45 , |
| Reserves | ||||||||
|---|---|---|---|---|---|---|---|---|
| Company | Share capital |
Own shares |
Share premium |
Legal reserve |
Reserve of purchase of own shares |
Retained earnings (accumulated deficit) |
Total | |
| Balance as at 31 December 2014 | 3,437 | - | 4,996 | 473 | 11,121 | 24,515 | 44,542 | |
| Profit (loss) for the six months of 2015 | - | - | - | - | - | 3,813 | 3,813 | |
| Acquired own shares | 11 | - | (550) | - | - | - | - | (550) |
| The adjustment of the par value of the shares due to conversion to euro |
11 | 4 | - | - | - | - | (4) | - |
| Balance as at 30 June 2015 | 3,441 | (550) | 4,996 | 473 | 11,121 | 28,324 | 47,805 |
| Reserves | |||||||
|---|---|---|---|---|---|---|---|
| Company | Share capital |
Own shares |
Share premium |
Legal reserve |
Reserve of purchase of own shares |
Retained earnings (accumulated deficit) |
Total |
| Balance as at 31 December 2013 | 7,192 | (6,028) | 9,598 | 909 | 26,803 | 7,860 | 46,334 |
| Profit (loss) for the six months of 2014 | - | - | - | - | - | 21,866 | 21,866 |
| Decrease of share capital | (590) | 6,028 | - | - | (5,438) | - | - |
| Decrease due to split-off | (3,165) | - | (4,602) | (436) | (10,244) | (3,843) | (22,290) |
| Balance as at 30 June 2014 | 3,437 | - | 4,996 | 473 | 11,121 | 25,883 | 45,910 |
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | |||
|---|---|---|---|---|
| I Half Year 2015 |
I Half Year 2014 |
I Half Year 2015 |
I Half Year 2014 |
|
| Cash flows from (to) operating activities | ||||
| Net profit (loss) for the period | 4,139 | 5,431 | 3,813 | 21,866 |
| Adjustments for non-cash items and non-operating activities: | ||||
| Valuation (gain) loss, net | - | (34) | - | - |
| Depreciation and amortization | 163 | 324 | 8 | 6 |
| (Gain) loss on disposal of property, plant and equipment | - | (4) | - | - |
| Realized and unrealized loss (gain) on investments | (3,677) | (820) | (3,668) | (820) |
| Revaluation of investments on becoming investment entity | - | (3,099) | - | (3,441) |
| (Gain) loss on disposal of subsidiaries and associates | - | (1,200) | - | (13,038) |
| Share of net loss (profit) of associates and joint ventures | - | (445) | - | - |
| Interest (income) | (295) | (252) | (283) | (530) |
| Interest expenses | - | 288 | - | 51 |
| Deferred taxes | 57 | 125 | 40 | 202 |
| Current income tax expenses | - | 70 | - | 4 |
| Allowances | - | 303 | - | (188) |
| Share based payment | - | 5 | - | - |
| Profit (loss) from bargain purchase | (365) | - | - | - |
| Dividend (income) | (247) | - | (247) | (4,497) |
| Loss (gain) from other financial activities | - | - | - | - |
| (225) | 692 | (337) | (385) | |
| Changes in working capital: | ||||
| (Increase) decrease in inventories | - | (195) | - | - |
| Decrease (increase) in trade and other receivables | (52) | (678) | 170 | 238 |
| Decrease (increase) in other current assets | 1 | (310) | 7 | (1) |
| (Decrease) increase in trade payables | 61 | (383) | (10) | (39) |
| (Decrease) increase in other current liabilities | ||||
| Transfer (to)/from restricted cash | (20) | 949 | 9 | 40 |
| - | 525 | - | - | |
| Cash flows (to) from operating activities | (236) | 600 | (161) | (145) |
| Income tax (paid) | - | (14) | - | - |
| Net cash flows (to) from operating activities | (236) | 586 | (161) | (145) |
(cont'd on the next page)
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Notes | I Half Year 2015 |
I Half Year 2014 |
I Half Year 2015 |
I Half Year 2014 |
||
| Cash flows from (to) investing activities | ||||||
| (Acquisition) of non-current assets (except investment properties) | (22) | (100) | (1) | (12) | ||
| Proceeds from sale of non-current assets (except investment properties) | - | 7 | - | - | ||
| (Acquisition) of investment properties | - | (464) | - | - | ||
| Proceeds from sale of investment properties | - | 25 | - | - | ||
| (Acquisition) and establishment of subsidiaries, net of cash acquired | 5 | (1,173) | - | (1,594) | (142) | |
| Proceeds from sales of subsidiaries, net of cash disposed | - | (299) | - | 200 | ||
| (Acquisition) of associates and joint ventures | - | - | - | - | ||
| Proceeds from sales of associates and joint ventures | - | 11,743 | - | 11,743 | ||
| Cash of the subsidiaries left the Group in the split-off | - | (425) | - | - | ||
| Payment according to terms of split-off | - | (167) | - | - | ||
| Acquisition of loans | - | (61) | - | (61) | ||
| Loans (granted) | (271) | (1,180) | (271) | (2,411) | ||
| Repayment of granted loans | 264 | 218 | 264 | 799 | ||
| Transfer to/from term deposits | - | - | - | - | ||
| Dividends received | 187 | 4,497 | 187 | 4,497 | ||
| Interest received (Acquisition) of and proceeds from sales of financial assets at fair value |
20 | 238 | 17 | 235 | ||
| through profit loss and available-for-sale investments | (212) | (1,767) | (92) | (1,767) | ||
| Net cash flows (to) investing activities | (1,207) | 12,265 | (1,490) | 33 | ||
| Cash flows from (to) financing activities | ||||||
| Cash flows related to Group owners | ||||||
| (Acquisition) of non-controlling interests | - | - | - | - | ||
| (Acquisition) of own shares | 11 | (550) | - | (550) | - | |
| Payment according to terms of split-off | - | - | - | (167) | ||
| Dividends (paid) to equity holders of the parent | (3) | (7) | (3) | (7) | ||
| (553) | (7) | (553) | (174) | |||
| Cash flows related to other sources of financing | ||||||
| Proceeds from loans | - | 406 | - | 524 | ||
| (Repayment) of loans | - | (2,867) | - | (2,028) | ||
| Interest (paid) | - | (177) | - | (41) | ||
| Financial lease (payments) | - | (7) | - | - | ||
| - | (2,645) | - | (1,545) | |||
| Net cash flows (to) from financial activities | - (553) |
(2,652) | - (553) |
(1,719) | ||
| - | - | |||||
| Impact of currency exchange on cash and cash equivalents | - | 3 | - | - | ||
| Net (decrease) increase in cash and cash equivalents | (1,996) | (10,202) | (2,204) | 11,217 | ||
| Cash and cash equivalents at the beginning of the period | 4,148 | 1,872 | 3,292 | 728 | ||
| Cash and cash equivalents at the end of the period | 2,152 | 12,074 | 1,088 | 11,945 | ||
| (the end) |
AB Invalda INVL (hereinafter the Company) is a joint stock company registered in the Republic of Lithuania on 20 March 1992. The address of the office is as follows:
Šeimyniškių str. 1A, Vilnius, Lithuania.
The Company is incorporated and domiciled in Lithuania. AB Invalda INVL is one of the leading asset management groups and one of the major companies investing in other businesses in the Baltic whose primary objective is to steadily increase the investors equity value, solely for capital appreciation or investment income (in the form of dividends and interest). After the Split-off completed in 2014 the Company's investments are asset management, agriculture and facility management and banking activities (latter sold in July 2015) segments. Until the Split-off the Company's segments were also furniture manufacturing, real estate, agricultural land, information technology (IT) infrastructure.
In respect of each business the Company defines its performance objectives, sets up the management team, participates in the development of the business strategy and monitors its implementation. The Company plays an active role in making the decisions on strategic and other important issues that have an effect on the value of the Group companies.
The Company's shares are traded on the Baltic Secondary List of NASDAQ Vilnius.
As at 30 June 2015 the shareholders of the Company were (by votes)*:
| Number of | ||
|---|---|---|
| votes held | Percentage | |
| UAB LJB Investments | 3,612,330 | 30.82% |
| Mrs. Irena Ona Mišeikiene | 3,369,435 | 28.74% |
| UAB Lucrum Investicija | 2,638,309 | 22.51% |
| Mr. Alvydas Banys | 910,875 | 7.77% |
| Ms. Indrė Mišeikytė | 236,867 | 2.02% |
| Other minor shareholders | 954,532 | 8.14% |
| Total | 11,722,348 | 100.00% |
* Some shareholders have sold part of their shares under repo agreement (so do not hold the legal ownership title of shares), but they retained the voting rights of transferred shares.
The shareholders of the Company – Mr. Alvydas Banys, UAB LJB Investments, Mrs. Irena Ona Mišeikienė, Ms. Indrė Mišeikytė, Mr. Darius Šulnis and UAB Lucrum investicija – have signed the agreement on the implementation of a long-term corporate governance policy. So their votes are counted together (91.86%).
(all amounts are in EUR thousand unless otherwise stated)
The interim condensed financial statements for the 6 months ended 30 June 2015 have been prepared in accordance with IAS 34 Interim Financial Reporting.
The interim condensed financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2014.
From 1 January 2015 euro is the Company's and the Group's functional and presentation currency. The financial statements are presented in thousands of euro (EUR) and all values are rounded to the nearest thousand except when otherwise indicated. The previous year comparison information recalculated using the official litas to euro conversion ratio: 1 euro = 3.4528 litas.
The accounting policies adopted in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2014, except adoption of new Standards and Interpretations as of 1 January 2015, noted below.
The interpretation clarifies the accounting for an obligation to pay a levy that is not income tax. The obligating event that gives rise to a liability is the event identified by the legislation that triggers the obligation to pay the levy. The fact that an entity is economically compelled to continue operating in a future period, or prepares its financial statements under the going concern assumption, does not create an obligation. The same recognition principles apply in interim and annual financial statements. The application of the interpretation to liabilities arising from emissions trading schemes is optional. The Group is not currently subjected to significant levies so the impact on the Group is not material.
The improvements consist of changes to four standards.
The amendments had no impact on the Group's financial statements for the 6 months ended 30 June 2015.
(all amounts are in EUR thousand unless otherwise stated)
The Board of Directors monitors the operating results of the business units of the Group separately for the purpose of making decisions about resource allocations and performance assessment. Segment performance until becoming investment entity is evaluated based on net profit or loss and it is measured on the same basis as net profit or loss in the financial statements. After becoming investment entity the performance of segments excluding asset management segment is evaluated based on changes in fair value of investments. Asset management segment's performance is evaluated based on net profit or loss. Group financing (including finance costs and finance income) and income taxes are allocated between segments as they are identified on basis of separate legal entities. Consolidation adjustments and eliminations are not allocated on a segment basis. Segment assets are measured in a manner consistent with that of the financial statements. All assets are allocated between segments, because segments are identified on a basis of separate legal entities. The granted loans by the Company are allocated to segment's, to which entities they are granted, assets. The impairment losses of these loans are allocated to a segment to which the loan was granted initially.
For management purposes, the Group is organised into following operating segments based on their products and services:
The asset management segment includes pension, investment funds and portfolio management services.
Agricultural activities include the primary crop and livestock (milk) production, grain processing and agricultural services. The segment's companies sell plant protection products, fertilizers, seeds, compound feed, feed supplements, veterinary products, buy grain, provide grain and other raw materials drying, cleaning, handling and storage services.
The facility management segment includes facility management of dwelling-houses, commercial and public real estate properties.
The banking activities segment includes investment and private banking activities, financial brokerage and accounting services of the issuers' shares.
The other production and service segments are involved in road signs production, wood manufacturing. The Group also presents investment, financing and management activities of the holding company in this column, as these are not analysed separately by the Board of Directors.
The furniture segment includes flat-pack furniture mass production and sale. In May 2014 entities of the segment were fully disposed.
The real estate segment is investing in investment properties held for future development and in commercial real estate and its rent. The entities of the segment were transferred during the Split-off completed in 2014 to AB INVL Baltic Real Estate. Control of UAB Sago was lost due to a bankruptcy proceedings.
(all amounts are in EUR thousand unless otherwise stated)
The agricultural land segment is involved in investment in agricultural land and its rent. The entities of the segment were transferred during the Split-off completed in 2014 to AB INVL Baltic Farmland.
The information technology infrastructure segment is involved in offering IT infrastructure strategy, security and maintenance solutions and supplies of all hardware and software needed for IT infrastructure solutions of any size and in the development and implementation of software for government register systems, including consultation. The entities of the segment were transferred during the Split-off completed in 2014 to AB INVL Technology.
Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in column 'Inter-segment transactions and consolidation adjustments'.
The following table presents measurement of segments results after becoming investment entity on the basis of changes in fair value:
| Agriculture | Facility management |
Banking activities |
Other production and service |
Total | |
|---|---|---|---|---|---|
| Reporting period ended 30 June 2015 | |||||
| Net changes in fair value on financial assets | 1,341 | 296 | 1,819 | (98) | 3,358 |
| Total changes in fair value | 1,341 | 296 | 1,819 | (98) | 3,358 |
| Agriculture | Facility management |
Banking activities |
Other production and service |
Total | |
|---|---|---|---|---|---|
| Reporting period ended 30 June 2014 | |||||
| Revaluation of investments on becoming investment entity | 501 | 1,537 | - | 196 | 2,234 |
| Net changes in fair value on financial assets | (36) | 711 | - | (79) | 596 |
| Total changes in fair value | 465 | 2,248 | - | 117 | 2,830 |
(all amounts are in EUR thousand unless otherwise stated)
The following table presents revenues and profit (loss) information regarding the Group's business segments for the six months ended 30 June 2015:
| Asset management |
Agriculture | Facility management |
Banking activities |
Other production and service |
Inter-segment transactions and consolidation adjustments |
Total continuing operations |
|
|---|---|---|---|---|---|---|---|
| Period ended 30 June 2015 |
|||||||
| Revenue | |||||||
| Sales to external customers |
1,754 | - | - | - | - | - 1,754 |
|
| Inter-segment sales | - | - | - | - | - | - - |
|
| Total revenue | 1,754 | - | - | - | - | - 1,754 |
|
| Results | |||||||
| Other income | 386 | - | 237 | - | 311 | - 934 |
|
| Net changes in fair value of financial assets |
9 | 1,341 | 296 | 1,819 | 212 | - 3,677 |
|
| Segment expenses | (1,797) | - | - | - | (372) | - (2,169) |
|
| Profit (loss) before income tax |
352 | 1,341 | 533 | 1,819 | 151 | - 4,196 |
|
| Income tax credit (expenses) |
(17) | - | - | - | (40) | - (57) |
|
| Net profit (loss) for the period |
335 | 1,341 | 533 | 1,819 | 111 | - 4,139 |
|
| Attributable to: Equity holders of the parent Non-controlling interest |
335 - |
1,341 - |
533 - |
1,819 - |
111 - |
- 4,139 - - |
|
(all amounts are in EUR thousand unless otherwise stated)
The following table present revenues and profit information regarding the Group's business segments for the year ended 30 June 2014:
| Period ended 30 June 2014 |
Agriculture | Facility management | Other production and service |
Inter-segment transactions and consolidation adjustments |
Total |
|---|---|---|---|---|---|
| Revenue | |||||
| Sales to external customers | - | 1,750 | 569 | - | 2,319 |
| Inter-segment sales | - | - | - | - | - |
| Total revenue | - | 1,750 | 569 | - | 2,319 |
| Results | |||||
| Other income | - | 3 | 521 | (90) | 434 |
| Revaluation of investments on becoming investment entity Net changes in fair value on financial |
501 | 1,537 | 196 | - | 2,234 |
| assets | (36) | 711 | 145 | - | 820 |
| Segment expenses | - | (1,576) | (1,101) | 3 | (2,674) |
| Impairment, write-down and allowance Share of profit (loss) of the associates |
- | - | (297) | - | (297) |
| and joint ventures | (59) | - | (68) | - | (127) |
| Profit (loss) before income tax | 406 | 2,425 | (35) | (87) | 2,709 |
| Income tax | - | (27) | (141) | - | (168) |
| Net profit (loss) for the period | 406 | 2,398 | (176) | (87) | 2,541 |
| Attributable to: | |||||
| Equity holders of the parent | 406 | 2,398 | (172) | (87) | 2,545 |
| Non-controlling interests | - | - | (4) | - | (4) |
The following table presents reconciliation of the Group net profits:
| Reconciliation of the net profit | ||||||
|---|---|---|---|---|---|---|
| Period ended 30 June 2014 |
||||||
| Equity holders of the parent | Non-controlling interest | Net profit for the year | ||||
| Continuing operations | 2,545 | (4) | 2,541 | |||
| Discontinued operations: | ||||||
| Furniture production | 1,772 | - | 1,772 | |||
| Real estate | 1,138 | - | 1,138 | |||
| Agricultural land | (119) | - | (119) | |||
| Information technology | 25 | (13) | 12 | |||
| Inter-segment transactions and consolidation adjustments |
87 | - | 87 | |||
| Discontinued operation total | 2,903 | (13) | 2,890 | |||
| Total | 5,448 | (17) | 5,431 |
(all amounts are in EUR thousand unless otherwise stated)
The following table represents segment assets of the Group operating segments as at 30 June 2015 and 31 December 2014:
| Segment assets | Asset management |
Agriculture | Facility management |
Banking activities |
Other production and service |
Elimination | Total |
|---|---|---|---|---|---|---|---|
| At 30 June 2015 | 7,254 | 16,196 | 4,112 | 5,884 | 15,637 | - | 49,083 |
| At 31 December 2014 | 5,641 | 14,909 | 3,952 | 4,284 | 16,998 | - | 45,784 |
The following table represents segment liabilities of the Group operating segments as at 30 June 2015 and 31 December 2014:
| Segment liabilities | Asset management |
Agriculture | Facility management |
Banking activities |
Other production and service |
Elimination | Total |
|---|---|---|---|---|---|---|---|
| At 30 June 2015 | 520 | - | - | - | 489 | - | 1,009 |
| At 31 December 2014 | 308 | - | - | - | 991 | - | 1,299 |
In 2015 and 2014 dividends were not declared.
On 5 January 2015 the Group has acquired 100% shares of IPAS Finasta Asset Management for EUR 916 thousand (all amount paid in cash). Therefore, it was completed the implementation of the Share Purchase Agreement of the 4 November 2014 with AB Finasta Holding and BAB bankas Snoras. The acquiree operates in Latvia and manages three 2nd pillar, three investment funds and portfolios of individual clients. As of 31 December 2014 the entity managed EUR 45.1 million of assets.
Based on the preliminary assessment, the fair values of the identifiable assets and liabilities of IPAS Finasta Asset Management were:
| Fair values recognised on acquisition |
|
|---|---|
| Intangible assets | 767 |
| Property, plant and equipment | 5 |
| Financial assets | 361 |
| Trade and other receivables | 64 |
| Prepayment and deferred charges | 1 |
| Cash and cash equivalents | 246 |
| Total assets | 1,444 |
| Deferred tax liability | (73) |
| Current liabilities | (90) |
| Total liabilities | (163) |
| Total identifiable net assets | 1,281 |
| Profit from bargain purchases | (365) |
| Total consideration transferred | 916 |
(all amounts are in EUR thousand unless otherwise stated)
The fair value of trade receivables is EUR 64 thousand.
In the reporting period EUR 401 thousand of revenue and EUR 67 thousand of profit from the acquired business was included into the Group results.
In February 2015 the Company has established UAB INVL Farmland Management by investing EUR 100 thousand (at the end of reporting period EUR 75 thousand was unpaid). The new established entity has signed on 30 June 2015 a basic property administration agreement with INVL Baltic Farmland group. AB INVL Baltic Farmland is a company listed in NASDAQ Vilnius Stock Exchange. Group companies own more than 3 thousand hectares of agricultural land in Lithuania.
In January 2015 was completed the legal registration of share capital increase of UAB Regenus (the Company has invested EUR 2 thousand (LTL 7 thousand) in December 2014).
In May 2015 the Company has established UAB INVL Finasta by investing EUR 150 thousand. The entity has applied for the brokerage company licence to the Bank of Lithuania.
In May 2015 the Company has additional invested EUR 3 thousand into the share capital of UAB Consult Invalda.
In January 2015 the remaining part of the debt for AB bankas Finasta shares was paid (EUR 500 thousand). In March 2015 5.35% of shares of AB Bankas Finasta was sold for EUR 220 thousand to management of the bank (shares shall be paid during 2015). Shares option agreement was also signed with the management of the bank. According to the agreement, they have put option (the right to require from the Company that the shares would be redeemed by the Company). The Company would have from 30 September 2015 call option (the right to require that shares would be sold to the Company). Both options expire on 31 December 2015. The put option is not recognised in the statement of financial position, because it is out of money under the current conditions. After sale of shares of AB bankas Finasta in July 2015 the options was expired (Note 13).
On 25 May 2015 the Bank of Lithuania authorised a permission to reorganise the specialised pension fund managing entity UAB MP Pension Funds Baltic and transfer the pension funds management business to UAB INVL Asset Management (previous name – UAB Finasta Asset Management). The Company's owned asset management entities, UAB MP Pension Funds Baltic and UAB INVL Asset Management as well as UAB INVL Fondai will be merged into one joint asset management entity. The joint entity will operate under the name of UAB INVL Asset Management. Until issue of interim financial statements the reorganisation was not completed.
(all amounts are in EUR thousand unless otherwise stated)
During the 1st quarter of 2014 the Company has established UAB Invalda LT Investments by investing EUR 400 thousand (at the end of reporting period EUR 270 thousand was unpaid). Also, the Company has invested EUR 9 thousand (LTL 30 thousand) to newly established entities UAB INVL Baltic Real Estate (current name – UAB Proprietas), UAB INVL Baltic Farmland (current name – UAB Cooperor), UAB INVL Technology (current name – UAB Inventio). During the 2nd quarter of 2014 UAB INVL Fondai was established by investing EUR 3 thousand.
After the Split-off during 2nd quarter of 2014, the Company has decreased the share capital of UAB Aktyvus Valdymas and has returned free funds of EUR 200 thousand.
On 28 April 2014 the Company signed the agreement with AB Invalda Privatus Kapitalas regarding purchase of 45.45% of shares of UAB Cedus Invest and loans granted by the seller to this entity for EUR 6,987 thousand (for the shares it was paid EUR 3,128 thousand, for the loan – EUR 3,859 thousand). The amount payables from this acquisition were set-off with amount receivable from sale of shares of AB Vilniaus Baldai. After this transaction the Group has increased owned shares of UAB Cedus Invest from 54.55% till 100% and the entity became the Group's subsidiary (before the transaction it was a joint venture). UAB Cedus Invest owns shares of associates UAB Litagra. So the Group has increased owned shares of UAB Litagra from 20.12% till 36.88%. In June 2014 the Company has invested EUR 8,104 thousand to increase the share capital of UAB Cedus Invest by converting loans granted.
On 28 April 2014 the Company signed the agreement with AB Invalda Privatus Kapitalas regarding sale of 45.4% of shares in associates AB Vilniaus Baldai. The transaction was completed on 28 May 2014. Shares' sale price after deduction of dividends received (EUR 4,497 thousand), amounted to EUR 18,730 thousand. The Company and the Group have recognised the profit of EUR 13,038 thousand and EUR 1,200 thousand from the shares sale, respectively.
According to the management the Company is investment entity in accordance with IFRS 10 after the Split-off completed in 2014. Therefore, the subsidiaries are ceased to consolidate and the revaluation of investments is recognised. Subsidiaries and associates are measured at fair value. The entities having negative equity are measured at nil. The Group has earned a profit of EUR 3,099 thousand from the revaluation of investments. In this profit the profit of EUR 865 thousand from UAB Sago is included. The negative equity of UAB Sago amounted to EUR 2,033 thousand. As the Group has also recognised impairment loss of EUR 1,168 thousand from loans granted by real estate segment entities to UAB Sago, therefore presented the net profit on revaluation of investments to UAB Sago amounting to EUR 865 thousand in discontinued operation.
The Company has earned a profit of EUR 3,441 thousand from the revaluation of investments becoming the investment entity. Due to the bankruptcy of UAB Sago the Company had not suffered any additional loss, because the impairment losses were recognised in the previous accounting periods.
In March 2014 management of UAB Sago and UAB INTF Investicija has applied to the court regarding bankruptcy. On 29 April 2014, when the split-off was completed, UAB INTF Investicija has left the Group (it's solely shareholder, AB Invaldos Nekilnojamojo Turto Fondas, was transferred during the split-off). On 16 May 2014 after the court decision regarding bankruptcy of UAB Sago came to force, The Group has ceased to control this entity also.
(all amounts are in EUR thousand unless otherwise stated)
Deconsolidation of subsidiaries on becoming investment entity in 2014 (cont'd)
The carrying amounts of the assets and liabilities of the deconsolidated subsidiaries due to becoming investment entity are follows (inter-group balances between them are eliminated):
| Carrying amount | |
|---|---|
| Intangible assets | 292 |
| Investment properties | 4,344 |
| Property, plant and equipment | 903 |
| Deferred income tax assets | 176 |
| Inventories | 679 |
| Trade and other receivables | 1,539 |
| Loans granted | 9 |
| Prepayments and deferred charges | 136 |
| Restricted cash | 462 |
| Cash and cash equivalents | 499 |
| Total assets | 9,039 |
| Deferred income tax liability | (45) |
| Borrowings and financial lease liabilities | (8,856) |
| Trade payables | (596) |
| Income tax payable | (23) |
| Advance received | (266) |
| Other liabilities | (990) |
| Total liabilities | (10,776) |
| Total net assets | (1,737) |
| Derecognition of non-controlling interest | 297 |
| Net assets less non-controlling interest | (1,440) |
The split-off of 2014 and entities left the Group during the split-off is described in detail in Note 3 of the annual financial statements for the year ended 31 December 2014.
(all amounts are in EUR thousand unless otherwise stated)
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly;
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.
As the Split-off completed in 2014 the Company is investment entity in accordance with IFRS 10. Subsidiaries and associates are measured at fair value through profit or loss.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange and those prices represent actual and regularly occurring market transactions on arm's length basis. The quoted market price used for financial assets held by the Group is the measurement date exchange closing price.
The valuation of Level 3 instruments are performed by the Company's employees, analysts, every quarter. The value are estimated as at the last day of quarter. The management of the Company review the valuations prepared by analysts.
Investment into shares of UAB Litagra (agriculture segment) was measured using EBITDA multiplier method for the pieces of grains processing and agricultural productions and using Price to book value (P/BV) multiplier method for trading piece. It was used EBITDA for last three trailing 12 months periods ended at the end of reporting period with bigger weight for last 12 months period figures.
Investment in facility management entities was measured using trailing twelve months EBITDA and applying a multiplier of comparable entity AB City Service, operating in Lithuania and listed on the NASDAQ Vilnius. It was decided not to use other foreign companies' multipliers, which were higher than the one used in the calculations due to the fact that facility management is local business dependent on varying Lithuanian legal and business environment. Other facility management entities operating in Lithuania are not public companies.
The entities of banking activities segment were measured according to the last transaction price as at 31 December 2014, as these entities were acquired in December 2014. At 30 June 2015 the entities were measured according to the price of completed in July 2015 sales transaction.
UAB Kelio Ženklai was measured according to fair value of its assets and liabilities. The main assets - buildings - of UAB Kelio Ženklai was valued using sales comparison method. On the assessment the value of UAB Kelio Ženklai reflects its liquidation value.
Dormant entities are measured according to its equity, because they have only cash and current liabilities.
(all amounts are in EUR thousand unless otherwise stated)
The following table represents inputs and fair value valuation techniques of subsidiaries and associates used by the Company as at 30 June 2015:
| Profile of activities | Fair value | Valuation technique | Inputs | Values of inputs |
|---|---|---|---|---|
| Facility management (Level 3) | 3,556 | Comparable companies in the market |
EBITDA multiple | 5.6 |
| Agriculture ( UAB Litagra) (Level 3) | 16,196 | Comparable companies in the market |
EBITDA multiple and P/BV multiple Discount for lack of marketability |
6.29-6.58 1.01 10% |
| Banking activities (Level 2) | 5,884 | Comparable valuation (last transaction price) |
- | - |
| Road signs production, wood manufacturing and dormant SPEs (Level 3) |
15 | Fair value of net assets | - | - |
The following table represents inputs and fair value valuation techniques of subsidiaries and associates used by the Company as at 31 December 2014
| Profile of activities | Fair value | Valuation technique | Inputs | Values of inputs |
|---|---|---|---|---|
| Facility management (Level 3) | 3,260 | Comparable companies in the market |
EBITDA multiple | 4.8 |
| Agriculture (UAB Litagra) (Level 3) | 14,855 | Comparable companies in the market |
EBITDA multiple and P/BV multiple Discount for lack of marketability |
6.4 - 7.1 0.78 10% |
| Banking activities (Level 2) | 4,284 | Comparable valuation (last transaction price) |
- | - |
| Road signs production, wood manufacturing and dormant SPEs (Level 3) |
110 | Fair value of net assets | - | - |
The table below presents the effect of changing one or more those assumptions behind the valuation techniques adopted based on reasonable possible alternative assumptions:
| Profile of activities | Unobservable inputs | Reasonable possible | Change in Valuation +/- | ||
|---|---|---|---|---|---|
| shift +/- (absolute value/bps) |
As at 30 June 2015 |
As at 31 December 2014 |
|||
| Facility management (Level 3) | EBITDA multiple | 1 | 667/(667) | 666/(666) | |
| EBITDA multiple | 0.5 | 2,606/(2,606) | 2,335/(2,335) | ||
| Agriculture (UAB Litagra) | P/BV multiple | 0.1 | 814/(814) | 847/(847) | |
| (Level 3) | Discount for lack of marketability |
100 | (486)/486 | (449)/449 |
(all amounts are in EUR thousand unless otherwise stated)
The following table presents the Group's assets and liabilities that are measured at fair value at 30 June 2015:
| Level 1 | Level 2 | Level 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Subsidiaries | ||||
| - Facilities management | - | - | 3,556 | 3,556 |
| - Other activities | - | - | 15 | 15 |
| - Banking activities | - | 5,884 | - | 5,884 |
| Associates | ||||
| - Agriculture | - | - | 16,196 | 16,196 |
| Financial assets designated upon initial recognition at fair value through profit or loss |
||||
| - Real estate | 1,688 | - | - | 1,688 |
| - Information technology | 933 | - | - | 933 |
| - Other ordinary shares | 1 | 2 | - | 3 |
| - Collective investment undertaking | - | 777 | - | 777 |
| - Government bonds | 448 | 75 | - | 523 |
| - Corporate bonds | 158 | - | - | 158 |
| Financial assets held for trading | ||||
| Equity securities | ||||
| - Food industry | 533 | - | - | 533 |
| - Bank sector | 167 | - | - | 167 |
| Total Assets | 3,928 | 6,738 | 19,767 | 30,433 |
| Liabilities | - | - | - | - |
(all amounts are in EUR thousand unless otherwise stated)
Financial instruments carried at fair value (cont'd)
The following table presents the Company's assets and liabilities that are measured at fair value at 30 June 2015:
| Level 1 | Level 2 | Level 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Subsidiaries | ||||
| - Facilities management | - | - | 3,556 | 3,556 |
| - Other activities | - | - | 15 | 15 |
| - Banking activities | - | 5,884 | - | 5,884 |
| Associates | ||||
| - Agriculture | - | - | 16,196 | 16,196 |
| Financial assets designated upon initial recognition at fair value through profit or loss - Real estate |
1,688 | - | - | 1,688 |
| - Information technology | 933 | - | - | 933 |
| - Other ordinary shares | - | 2 | - | 2 |
| - Collective investment undertaking | - | 594 | - | 594 |
| Financial assets held for trading | ||||
| Equity securities | ||||
| - Food industry | 533 | - | - | 533 |
| - Bank sector | 167 | - | - | 167 |
| Total Assets | 3,321 | 6,480 | 19,767 | 29,568 |
| Liabilities | - | - | - | - |
(all amounts are in EUR thousand unless otherwise stated)
The following table presents the Company's and Group's assets and liabilities that are measured at fair value at 31 December 2014:
| Level 1 | Level 2 | Level 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Subsidiaries | ||||
| - Facilities management | - | - | 3,260 | 3,260 |
| - Other activities | - | - | 110 | 110 |
| - Banking activities | - | 4,284 | - | 4,284 |
| Associates | ||||
| - Agriculture | - | - | 14,855 | 14,855 |
| Financial assets designated upon initial recognition at fair value through profit or loss |
||||
| - Real estate | 1,628 | - | - | 1,628 |
| - Information technology | 744 | - | - | 744 |
| - Other ordinary shares* | 1 | - | - | 1 |
| - Collective investment undertaking* | - | 108 | - | 108 |
| - Government bonds* | 11 | 28 | - | 39 |
| - Corporate bonds* | 154 | 66 | - | 220 |
| Financial assets held for trading | ||||
| Equity securities | ||||
| - Food industry | 559 | - | - | 559 |
| - Bank sector | 584 | - | - | 584 |
| Total Assets | 3,681 | 4,486 | 18,225 | 26,392 |
| Liabilities | - | - | - | - |
*These financial assets owned by the Group, but not by the Company itself
During the 1st half year of 2015 and 2014, there were no transfers between Level 1 and Level 2 fair value measurements.
(all amounts are in EUR thousand unless otherwise stated)
The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.
The following table presents the changes in Level 3 instruments of Company and Group for the period ended 30 June 2015:
| Facilities management |
Agriculture | Other activities | Total | |
|---|---|---|---|---|
| Balance at 31 December 2014 Gains and losses recognised in profit or loss after becoming investment entity (within 'Net changes in fair value of financial assets at fair |
3,260 | 14,855 | 110 | 18,225 |
| value through profit or loss') | 296 | 1,341 | (98) | 1,539 |
| Acquisition | - | - | 3 | 3 |
| Balance at 30 June 2015 | 3,556 | 16,196 | 15 | 19,767 |
| Change in unrealised gains or losses for the period included in profit or loss for assets held |
||||
| at the end of the reporting period | 296 | 1,341 | (98) | 1,539 |
The following table presents the changes in Level 3 instruments of Company and Group for the period ended 30 June 2014:
| Facilities management |
Other activities | Total | |
|---|---|---|---|
| The carrying amount of consolidated net assets on the time becoming investment entity |
392 | 200 | 592 |
| Gains and losses from the revaluation of investments becoming investment entity |
1,537 | 196 | 1,733 |
| Gains and losses recognised in profit or loss after becoming investment entity (within 'Net changes in fair value of financial assets at fair value through profit or loss') |
|||
| 711 | (79) | 632 | |
| Decreased share capital – free funds returned | - | (200) | (200) |
| Balance at 30 June 2014 | 2,640 | 117 | 2,757 |
| Change in unrealised gains or losses for the period included in profit or loss for assets held at the end of the reporting |
|||
| period | 2,248 | 117 | 2,365 |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| 30 June of 2015 |
30 June of 2014 |
30 June of 2015 |
30 June of 2014 |
|||
| Components of income tax expense | ||||||
| Current income tax charge | - | (38) | - | (4) | ||
| Prior year current income tax correction | - | - | - | - | ||
| Deferred income tax income (expense) | (57) | (130) | (40) | (202) | ||
| Income tax (expenses) income charged to the income statement | (57) | (168) | (40) | (206) |
(all amounts are in EUR thousand unless otherwise stated)
| Group 30 June of 30 June of |
Company 30 June of 30 June of |
|||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Net gain (loss) from revaluation of subsidiaries and associates |
3,358 | 596 | 3,358 | 596 |
| Gain (loss) from financial assets designated at fair value through profit and loss on initial recognition |
243 | 99 | 234 | 99 |
| Net gain (loss) from financial assets held for trading | 76 | 125 | 76 | 125 |
| Net gain (loss) from financial assets at fair value, total | 3,677 | 820 | 3,668 | 820 |
| Realised (loss) gain from available-for-sale investments | - | - | - | - |
| 3,677 | 820 | 3,668 | 820 |
| 30 June of | Group 30 June of |
Company 30 June of 30 June of |
|||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| Interest expenses | - | (58) | - | (49) | |
| Other finance expenses | - | (2) | - | (2) | |
| - | (60) | - | (51) |
| Group | Company | |||||
|---|---|---|---|---|---|---|
| 30 June of | 30 June of | 30 June of | 30 June of | |||
| 2015 | 2014 | 2015 | 2014 | |||
| Interest income | 295 | 417 | 283 | 530 | ||
| Dividend income | 247 | - | 247 | 4,497 | ||
| Profit (loss) from bargain purchase | 365 | - | - | - | ||
| Other income | 27 | 17 | 18 | 15 | ||
| 934 | 434 | 548 | 5,042 |
(all amounts are in EUR thousand unless otherwise stated)
Due to the Split-off completed in 2014 the Group has transferred and does not continue activity in the real estate, agricultural land and information technology infrastructure segments. Also the furniture production segment was disposed. Therefore, the result of these segments is presented as discontinued operations. Below detailed profit or loss caption of discontinued operation is presented:
| 30 June of 2014 | |
|---|---|
| Sales revenue | 5,759 |
| Changes in investments assets | 34 |
| Other income | (172) |
| Changes in inventories of finished goods, work in progress and residential real estate | (1,217) |
| Employee benefits expenses | (1,117) |
| Impairment, write-down and provisions | (6) |
| Premises rent and utilities | (1,094) |
| Depreciation and amortization | (215) |
| Repairs and maintenance cost of premises | (153) |
| Other expenses | (1,311) |
| Operating profit (loss) | 508 |
| Finance cost | (229) |
| Share of profit (loss) of associates and joint ventures | 572 |
| Profit (loss) before income tax | 851 |
| Income tax credit (expense) | (26) |
| Profit (loss) for the period before the disposal | 825 |
| Gain from the disposal of associates | 1,200 |
| Gain from the revaluation of subsidiaries at fair value | 865 |
| Profit (loss) for the period | 2,890 |
| Earnings per share in EUR: | 30 June of 2014 |
|---|---|
| Basic from discontinued operations (EUR per share) | 0.16 |
| Diluted from discontinued operations (EUR per share) | 0.16 |
| 30 June of 2014 | |
|---|---|
| Operating cash flows | 1,744 |
| Investing cash flows | (917) |
| Financing cash flows | (1,254) |
| Total cash flows | (427) |
(all amounts are in EUR thousand unless otherwise stated)
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
The weighted average number of shares for the year ended 30 June 2015 and 2014 were as follows:
| Calculation of weighted average for the year | Number of shares | Par value | Issued/181 | Weighted average |
|---|---|---|---|---|
| ended 30 June 2015 | (thousand) | (days) | (thousand) | |
| Shares issued as at 31 December 2014 | 11,866 | 0.29 | 181/181 | 11,866 |
| Own shares acquired as at 25 June 2015 | (144) | 0.29 | 5/181 | (4) |
| Shares issued as at 30 June 2015 | 11,722 | - | - | 11,862 |
| Calculation of weighted average for the year | Number of shares | Par value | Issued/181 | Weighted average |
| ended 30 June 2014 | (thousand) | (LTL) | (days) | (thousand) |
| Shares issued as at 31 December 2013 | 22,797 | 1 | 181/181 | 22,797 |
| Decrease of share capital as at 29 April 2014 | (10,931) | 1 | 62/181 | (3,744) |
| Shares issued as at 30 June 2014 | 22,797 | - | - | 19,053 |
The following table reflects the income and share data used in the basic earnings per share computations:
| Group | Company | |||
|---|---|---|---|---|
| 30 June of 2015 |
30 June of 2014 |
30 June of 2015 |
30 June of 2014 |
|
| Net profit (loss), attributable to equity holders of the parent for basic earnings (EUR thousand) |
4,139 | 5,448 | 3,813 | 21,866 |
| Weighted average number of ordinary shares (thousand) | 11,862 | 19,053 | 11,862 | 19,053 |
| Basic earnings (deficit) per share (LTL) | 0.35 | 0.29 | 0.32 | 1.15 |
During the six months of 2015 and 2014 diluted earnings per share of the Group and Company is the same as basic earnings per share.
From 12 June 2015 until 22 June 2015 the Company implemented share buy-back through the tender offer market. Maximum number of shares to be acquired was 262,000. Share acquisition price established at EUR 3.82 per share. During buy-back 143,645 shares (1.2% of share capital) were acquired for EUR 550 thousand, including brokerage fees. The acquired shares were settled on 25 June 2015. Acquired own shares do not have voting rights.
The changes in share capital regarding a par value of share were registered in the Register of Legal entities on 11 May 2015. From 11 May 2015 the total authorised number of ordinary shares is 11,865,993 with the par value of EUR 0.29 per share, the Company's authorized share capital is equal to EUR 3,441,137.97. The total amount of shares with voting rights equals to 11,722,348 units.
According to the terms of the Split-off completed in 2014 2,036,254 acquired own shares were cancelled, and the reserve for the acquisition of own shares was decreased by EUR 5,438 thousand. In addition, according to the terms of the Split-off, 10,931,304 shares owned by the shareholders, were transferred to the share capital of AB INVL Baltic Farmland, AB INVL Baltic Real Estate and AB INVL Technology.
(all amounts are in EUR thousand unless otherwise stated)
Receivables from related parties are presented in gross amount (without allowance).
The Company's transactions with related parties during the 1st half year 2015 and related half year-end balances were as follows:
| st half year 1 2015 Company |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 271 | - | 9,578 | - |
| Accounting services | 18 | - | 6 | - |
| Payables for share capital increase in subsidiaries |
- | - | - | 345 |
| Dividends | 247 | - | 60 | - |
| Other | - | 8 | - | 1 |
| 536 | 8 | 9,644 | 346 | |
Liabilities to shareholders and management - - - -
The Company's transactions with related parties during the 1st half year 2014 and related half year-end balances were as follows:
| st half year 1 2014 Company |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 499 | 25 | 11,746 | - |
| Accounting services | 15 | - | 19 | - |
| Information technology segment | - | 10 | - | 1 |
| Dividends | 4,497 | - | - | - |
| Payables for share capital increase in subsidiaries |
- | - | - | 270 |
| Liabilities according to the terms of the split-off | - | - | - | 20 |
| 5,011 | 35 | 11,765 | 291 | |
| Liabilities to shareholders and management | - | 2,200 | - | - |
The Group's transactions with related parties during the 1st half year 2015 and related half year-end balances were as follows:
| st half year 1 2015 Group |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 271 | - | 9,578 | - |
| Accounting services | 18 | - | 6 | - |
| Banking activities | 6 | 78 | 4 | 40 |
| Dividends | 247 | - | 60 | - |
| Other | - | 6 | - | 2 |
| 542 | 84 | 9,648 | 42 | |
| Liabilities to shareholders and management | - | - | - | - |
(all amounts are in EUR thousand unless otherwise stated)
The Group's transactions with related parties during the 1st half year 2014 and related half year-end balances were as follows:
| st half year 1 2014 Group |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 209 | - | 11,746 | - |
| Information technology segment | 20 | 4 | - | 1 |
| Dividends | 4,497 | - | - | - |
| Liabilities according to the terms of the split-off | - | - | - | 20 |
| Other | 7 | - | 19 | - |
| 4,733 | 4 | 11,765 | 21 | |
Liabilities to shareholders and management - - - -
The Company and AB Šiaulių bankas have signed a Letter of Intent on 7 March 2015, which foresees a possible integration of Finasta banking business with AB Šiaulių bankas. On 11 May 2015 it was signed agreements regarding the sale of bank Finasta and brokerage company Finasta shares to AB Šiaulių bankas. The transaction was completed on 17 July 2015 – the ownership of sold entities was transferred to AB Šiaulių bankas. The Company has also subscribed 21,353,731 ordinary registered shares of AB Šiaulių bankas with the par value of EUR 0.29 per share, which issue price is EUR 0.29. The subscribed shares were paid by setoff receivables for sold entities. The Company will obtain the ownership of subscribed shares, when would be received permit of Bank of Lithuania regarding increase of share capital of AB Šiaulių bankas, and would be done other legal actions to register share capital increase. Because the sold entities was measured according to its sale price in interim financial statements for the six months ended 30 June 2015, the completion of sale transaction will have not any impact to the Company's and the Group's profit or loss.
Brand name Finasta will be used by the Group. Wealth management services, which are currently provided by AB bankas Finasta, will provided by UAB INVL Finasta, which has apply for the brokerage company licence to the Bank of Lithuania.
In July 2015 the Company and the Group has additional invested EUR 2,313 thousand into shares of AB INVL Technology during public offer and acquired shares from management of the entity. The owned shares of the entity were increased from 8.25% till 15.65%. Source for payment of shares – loans granted to the entity and its management. After payment for shares the Company and the Group have not granted any loans to AB INVL Technology and its management.
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