Quarterly Report • May 29, 2015
Quarterly Report
Open in ViewerOpens in native device viewer
CONSOLIDATED AND COMPANY'S INTERIM CONDENSED NOT-AUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED 31 MARCH 2015 PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION
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 DNB Bankas AB SiauliLl Bankas AB SEB Bankas Nordea Bank AB Lithuania Branch Danske Bank Ay'S Lithuania Branch AB Bankas Finasta "Swedbank', AB AB Ciiadele bankas UAB Medicinos Bankas ONB Bank Polska S. A.
The financial statements were approved and signed by the Management and the Board of Directors on 29 May 2015.
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Notes | I Quarter 2015 |
I Quarter 2014 |
I Quarter 2015 |
I Quarter 2014 |
||
| Continuing operations | ||||||
| Revenue | ||||||
| Asset management | 830 | - | - | - | ||
| Facility management | - | 1,309 | - | - | ||
| Other production and services revenue | - | 425 | - | - | ||
| Total revenue | 830 | 1,734 | - | - | ||
| Other income | 8.3 | 759 | 206 | 388 | 292 | |
| Net changes in fair value of financial assets at fair | ||||||
| value through profit or loss | 6, 8.1 | 683 | 61 | 668 | 61 | |
| Changes in inventories of finished goods and | ||||||
| work in progress | - | 7 | - | - | ||
| Raw materials and consumables used Employee benefits expenses |
(7) | (319) | - | (1) | ||
| Funds distribution fees | (491) | (758) | (124) | (140) | ||
| Impairment, write-down and provisions | (187) - |
- - |
- - |
- 189 |
||
| Premises rent and utilities | (61) | (146) | (10) | (10) | ||
| Depreciation and amortisation | (81) | (80) | (4) | (3) | ||
| Repair and maintenance cost of premises | (8) | (327) | (5) | (4) | ||
| Fees for securities | (37) | (9) | (6) | (9) | ||
| Other expenses | (145) | (221) | (25) | (33) | ||
| Operating profit (loss) | 1,255 | 148 | 882 | 342 | ||
| Finance costs | 8.2 | - | (43) | - | (37) | |
| Share of profit (loss) of associates and joint | - | (98) | - | - | ||
| Profit (loss) before income tax | 1,255 | 7 | 882 | 305 | ||
| Income tax credit (expenses) | 7 | (30) | (29) | (23) | (18) | |
| Profit (loss) for the period from continuing | 1,225 | (22) | 859 | 287 | ||
| operations Discontinued operation |
||||||
| Profit/(Loss) after tax for the period from | ||||||
| discontinued operation | 9 | - | 814 | - | - | |
| PROFIT (LOSS) FOR THE PERIOD | 1,225 | 792 | 859 | 287 | ||
| Attributable to: | ||||||
| Equity holders of the parent | 1,225 | 786 | 859 | 287 | ||
| Non-controlling interests | - | 6 | - | - | ||
| 1,225 | 792 | 859 | 287 | |||
| Basic earnings (deficit) per share (in EUR) | 10 | 0.10 | 0.03 | 0.07 | 0.01 | |
| Basic earnings (deficit) per share (in EUR) from | ||||||
| continuing operations | 0.10 | 0.00 | 0.07 | 0.01 | ||
| Diluted earnings (deficit) per share (in EUR) | 0.10 | 0.03 | 0.07 | 0.01 | ||
| Diluted earnings (deficit) per share (in EUR) from | ||||||
| continuing operations | 0.10 | 0.00 | 0.07 | 0.01 |
| Group | Company | ||||
|---|---|---|---|---|---|
| I Quarter 2015 |
I Quarter 2014 |
I Quarter 2015 |
I Quarter 2014 |
||
| Profit (loss) for the year | 1,225 | 792 | 859 | 287 | |
| Other comprehensive income (loss) | |||||
| Other comprehensive income (loss) that may be subsequently reclassified to profit or loss |
|||||
| Exchange differences on translation of foreign operations |
- | 9 | - | - | |
| 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 |
- | 8 | - | - | |
| 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 |
- | 8 | - | - | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX |
1,225 | 800 | 859 | 287 | |
| Attributable to: | |||||
| Equity holders of the parent | 1,225 | 792 | 859 | 287 | |
| Non-controlling interests | - | 8 | - | - | |
| Total comprehensive income attributable to equity holders of the parent arising from: |
|||||
| Continuing operations | 1,225 | 47 | 859 | 287 | |
| Discontinued operations | - | 745 | - | - | |
| 1,225 | 792 | 859 | 287 |
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | ||||||
|---|---|---|---|---|---|---|---|
| As at 31 March | As at 31 | As at 31 March | As at 31 | ||||
| Notes | 2015 | December 2014 | 2015 | December 2014 | |||
| ASSETS | |||||||
| Non-current assets | |||||||
| Property, plant and equipment | 49 | 36 | 10 | 12 | |||
| Intangible assets | 4,255 | 3,564 | 11 | 13 | |||
| Investments into subsidiaries | 5; 6 | 7,860 | 7,654 | 14,664 | 13,442 | ||
| Investments into associates and joint ventures |
6 | 14,932 | 14,855 | 14,932 | 14,855 | ||
| Investments available-for-sale | 494 | 494 | 494 | 494 | |||
| Loans granted | 8,016 | 7,979 | 8,016 | 7,979 | |||
| Deferred income tax asset | 960 | 983 | 379 | 402 | |||
| Total non-current assets | 36,566 | 35,565 | 38,506 | 37,197 | |||
| Current assets | |||||||
| Trade and other receivables | 1,254 | 721 | 743 | 352 | |||
| Current loans granted | 1,365 | 1,435 | 1,365 | 1,435 | |||
| Prepaid income tax | 3 | 3 | - | - | |||
| Prepayments and deferred charges Financial assets at fair value through profit |
29 | 29 | 12 | 11 | |||
| loss | 6 | 4,424 | 3,883 | 3,686 | 3,515 | ||
| Cash and cash equivalents | 3,017 | 4,148 | 1,921 | 3,292 | |||
| Total current assets | 10,092 | 10,219 | 7,727 | 8,605 | |||
| Total assets | 46,658 | 45,784 | 46,233 | 45,802 |
(cont'd on the next page)
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | |||||
|---|---|---|---|---|---|---|
| As at 31 March 2015 |
As at 31 December 2014 |
As at 31 March 2015 |
As at 31 December 2014 |
|||
| EQUITY AND LIABILITIES | ||||||
| Equity | ||||||
| Equity attributable to equity holders of the parent |
||||||
| Share capital | 3,437 | 3,437 | 3,437 | 3,437 | ||
| Share premium | 4,996 | 4,996 | 4,996 | 4,996 | ||
| Reserves | 11,594 | 11,594 | 11,594 | 11,594 | ||
| Retained earnings | 25,683 | 24,458 | 25,374 | 24,515 | ||
| 45,710 | 44,485 | 45,401 | 44,542 | |||
| Non-controlling interests | - | - | - | - | ||
| Total equity | 45,710 | 44,485 | 45,401 | 44,542 | ||
| Liabilities Non-current liabilities |
||||||
| Deferred income tax liability | 79 | - | - | - | ||
| Total non-current liabilities | 79 | - | - | - | ||
| Current liabilities | ||||||
| Trade payables | 225 | 206 | 12 | 32 | ||
| Other current liabilities | 644 | 1,093 | 820 | 1,228 | ||
| Total current liabilities | 869 | 1,299 | 832 | 1,260 | ||
| Total liabilities | 948 | 1,299 | 832 | 1,260 | ||
| Total equity and liabilities | 46,658 | 45,784 | 46,233 | 45,802 |
(the end)
| Re se |
rve s |
||||||
|---|---|---|---|---|---|---|---|
| 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 De mb at 31 20 14 ce as ce er |
3, 43 7 |
- | 4, 99 6 |
47 3 |
11 12 1 , |
24 45 8 , |
44 48 5 , |
| Pro fit ( los s) for th hre ths of e t 20 15 e m on |
- | - | - | - | - | 1, 22 5 |
1, 22 5 |
| Oth reh siv e in ( los s) the th er co mp en co me ree f 2 nth 01 5 mo s o |
- | - | - | - | - | - | - |
| To tal reh siv e i e ( los s) for th co mp en nc om e thr ths f 2 01 5 ee m on o |
- | - | - | - | - | 22 1, 5 |
22 1, 5 |
| Ba lan 31 M h 2 01 5 at ce as arc |
3, 43 7 |
- | 4, 99 6 |
47 3 |
11 12 1 , |
25 68 3 , |
45 71 0 , |
| Re se rve s |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| Gr ou p |
Sh are ita l ca p |
Ow n sh are s |
Sh are ium p rem |
Le al d o the g an r res erv es |
Fo rei g n c urr en cy tra lat ion ns res erv e |
Re tai d ne rni ea ng s (ac lat ed cu mu de fic it) |
Su bto tal |
No n ntr oll ing co int sts ere |
T l eq uit ota y |
| Ba lan 31 De mb 20 13 at ce as ce er |
192 7, |
( 6, 02 8) |
9, 59 8 |
28 196 , |
( 18) |
24 43 6 , |
63 37 6 , |
104 | 63 48 0 , |
| Pro fit ( los s) for th hre ths of 20 14 e t e m on Oth reh siv e in ( los s) the th er co mp en co me ree |
- | - | - | - | - | 78 6 |
78 6 |
6 | 79 2 |
| nth f 2 01 4 mo s o |
- | - | - | - | 7 | ( 1) |
6 | 2 | 8 |
| To tal reh siv e i e ( los s) for th co mp en nc om e thr ths f 2 01 4 ee m on o |
- | - | - | - | 7 | 78 5 |
79 2 |
8 | 80 0 |
| Sh of in uity of iate nts are m ove me eq as soc s |
- | - | - | - | - | 19 | 19 | - | 19 |
| Va lue of loy rvic em p ee se es |
- | - | - | - | - | - | - | 4 | 4 |
| Ch s in an ge re se rve s |
- | - | - | 10 | - | ( 10) |
- | - | - |
| 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 |
- | - | - | 10 | - | 9 | 19 | 8 | 27 |
| To tal ion ith of the tra act ns s w ow ne rs Co nis ed di tly in uit mp an rec og rec eq y, y |
- | - | - | - | - | - | - | - | - |
| Ba lan at 31 M h 2 01 4 ce as arc |
7, 192 |
( 6, 02 8) |
9, 59 8 |
28 20 6 , |
( 11) |
25 23 0 , |
64 187 , |
116 | 64 30 3 , |
| 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 three months of 2015 | - | - | - | - | - | 859 | 859 |
| Balance as at 31 March 2015 | 3,437 | - | 4,996 | 473 | 11,121 | 25,374 | 45,401 |
| 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 three months of 2014 | - | - | - | - | - | 287 | 287 | |||
| Balance as at 31 March 2014 | 7,192 | (6,028) | 9,598 | 909 | 26,803 | 8,147 | 46,621 |
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | ||||
|---|---|---|---|---|---|
| I Quarter 2015 |
I Quarter 2014 |
I Quarter 2015 |
I Quarter 2014 |
||
| Cash flows from (to) operating activities | |||||
| Net profit (loss) for the period | 1,225 | 792 | 859 | 287 | |
| Adjustments for non-cash items and non-operating activities: | |||||
| Valuation (gain) loss, net | - | (166) | - | - | |
| Depreciation and amortization | 81 | 244 | 4 | 3 | |
| (Gain) loss on disposal of property, plant and equipment | - | (4) | - | - | |
| Realized and unrealized loss (gain) on investments | (683) | (61) | (668) | (61) | |
| Revaluation of investments on becoming investment entity | - | - | - | - | |
| (Gain) loss on disposal of subsidiaries and associates | - | - | - | - | |
| Share of net loss (profit) of associates and joint ventures | - | (368) | - | - | |
| Interest (income) | (147) | (76) | (141) | (284) | |
| Interest expenses | - | 246 | - | 37 | |
| Deferred taxes | 30 | 7 | 23 | 15 | |
| Current income tax expenses | - | 68 | - | 3 | |
| Allowances | - | 8 | - | (189) | |
| Share based payment | - | 4 | - | - | |
| Profit (loss) from bargain purchase | (365) | - | - | - | |
| Dividend (income) | (237) | - | (237) | - | |
| Loss (gain) from other financial activities | - | - | - | - | |
| (96) | 694 | (160) | (189) | ||
| Changes in working capital: | |||||
| (Increase) decrease in inventories | - | (137) | - | - | |
| Decrease (increase) in trade and other receivables | 87 | (99) | 164 | 169 | |
| Decrease (increase) in other current assets | 1 | (312) | (1) | (1) | |
| (Decrease) increase in trade payables | 24 | (487) | (15) | (32) | |
| (Decrease) increase in other current liabilities | |||||
| Transfer (to)/from restricted cash | (44) | 543 | 13 | 49 | |
| - | 307 | - | (403) | ||
| Cash flows (to) from operating activities | (28) | 509 | 1 | (407) | |
| Income tax (paid) | - | (6) | - | - | |
| Net cash flows (to) from operating activities | (28) | 503 | 1 | (407) |
(cont'd on the next page)
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | ||||
|---|---|---|---|---|---|
| Notes | I Quarter 2015 |
I Quarter 2014 |
I Quarter 2015 |
I Quarter 2014 |
|
| Cash flows from (to) investing activities | |||||
| (Acquisition) of non-current assets (except investment properties) | (13) | (82) | - | (4) | |
| Proceeds from sale of non-current assets (except investment properties) | - | 7 | - | - | |
| (Acquisition) of investment properties | - | (360) | - | - | |
| Proceeds from sale of investment properties | - | 8 | - | - | |
| (Acquisition) and establishment of subsidiaries, net of cash acquired | 5 | (1,170) | - | (1,441) | (139) |
| Proceeds from sales of subsidiaries, net of cash disposed | - | - | - | - | |
| (Acquisition) of associates and joint ventures | - | - | - | - | |
| Proceeds from sales of associates and joint ventures | - | - | - | - | |
| Cash of the subsidiaries left the Group in the split-off | - | - | - | - | |
| Payment according to terms of split-off | - | - | - | ||
| Acquisition of loans | - | (61) | - | (61) | |
| Loans (granted) | - | (96) | - | (665) | |
| Repayment of granted loans | 70 | 10 | 70 | 243 | |
| Transfer to/from term deposits | (6) | - | - | - | |
| Dividends received | - | - | - | - | |
| Interest received | 12 | 231 | 6 | 226 | |
| (Acquisition) of and proceeds from sales of financial assets at fair value through profit loss and available-for-sale investments |
5 | 433 | (6) | 433 | |
| Net cash flows (to) investing activities | (1,102) | 90 | (1,371) | 33 | |
| Cash flows from (to) financing activities | |||||
| Cash flows related to Group owners | |||||
| (Acquisition) of non-controlling interests | - | - | - | - | |
| (Acquisition) of own shares | - | - | - | - | |
| Dividends (paid) to equity holders of the parent | (1) | (2) | (1) | (2) | |
| Dividends (paid) to non-controlling interests | - | - | - | - | |
| (1) | (2) | (1) | (2) | ||
| Cash flows related to other sources of financing | |||||
| Proceeds from loans | - | 523 | - | 256 | |
| (Repayment) of loans | - | (1,120) | - | (95) | |
| Interest (paid) | - | (135) | - | (26) | |
| Financial lease (payments) | - | (5) | - | - | |
| - | (737) | - | 135 | ||
| Net cash flows (to) from financial activities | - (1) |
(739) | - (1) |
133 | |
| - | - | ||||
| Impact of currency exchange on cash and cash equivalents | - | - | - | - | |
| Net (decrease) increase in cash and cash equivalents | (1,131) | (146) | (1,371) | (241) | |
| 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 | 3,017 | 1,726 | 1,921 | 487 | |
| (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 LT is one of the major companies in Lithuania investing in other businesses and managing assets 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 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 Main List of NASDAQ Vilnius.
The interim condensed financial statements for the 3 months ended 31 March 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.
(all amounts are in EUR thousand unless otherwise stated)
Annual Improvements to IFRSs 2013
The improvements consist of changes to four standards.
The amendments had no impact on the Group's financial statements for the 3 months ended 31 March 2015.
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.
(all amounts are in EUR thousand unless otherwise stated)
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.
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 31 March 2015 | |||||
| Net changes in fair value on financial assets | 77 | (192) | 695 | (77) | 503 |
| Total changes in fair value | 77 | (192) | 695 | (77) | 503 |
(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 three months ended 31 March 2015:
| Other | Inter-segment transactions and |
||||||
|---|---|---|---|---|---|---|---|
| Asset management |
Agriculture | Facility management |
Banking activities |
production and service |
consolidation adjustments |
Total continuing operations |
|
| Period ended 31 March 2015 |
|||||||
| Revenue | |||||||
| Sales to external customers |
830 | - | - | - | - | - 830 |
|
| Inter-segment sales | - | - | - | - | - | - - |
|
| Total revenue | 830 | - | - | - | - | - 830 |
|
| Results | |||||||
| Other income | 371 | - | 237 | - | 151 | - 759 |
|
| Net changes in fair value of financial assets |
16 | 77 | (192) | 695 | 87 | - 683 |
|
| Segment expenses | (840) | - | - | - | (177) | - (1,017) |
|
| Profit (loss) before income tax |
377 | 77 | 45 | 695 | 61 | - 1,255 |
|
| Income tax credit (expenses) |
(7) | - | - | - | (23) | - (30) |
|
| Net profit (loss) for the period |
370 | 77 | 45 | 695 | 38 | - 1,225 |
|
| Attributable to: Equity holders of the parent |
370 | 77 | 45 | 695 | 38 | - 1,225 |
|
| Non-controlling interest | - | - | - | - | - | - - |
(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 31 March 2014:
| Period ended 31 March 2014 |
Furniture production |
Real estate |
Agricultural land |
Agricul ture |
Information technology |
Facility manage ment |
Other production and service |
Inter-segment transactions and consolidation adjustments |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Revenue Sales to external customers |
- | - | - | - | - | 1,309 | 425 | - | 1,734 |
| Inter-segment sales | - | - | - | - | - | - | - | - | - |
| Total revenue | - | - | - | - | - | 1,309 | 425 | - | 1,734 |
| Results | |||||||||
| Other income Net changes in fair value |
- | - | - | - | - | 2 | 273 | 69 | 206 |
| on financial assets | - | - | - | - | - | - | 61 | - | 61 |
| Segment expenses Impairment, write-down and allowance Share of profit (loss) of the |
- - |
- - |
- - |
- - |
- - |
(1,174) - |
(725) - |
3 - |
(1,896) - |
| associates and joint ventures |
- | - | - | (47) | - | - | (51) | - | (98) |
| Profit (loss) before income tax |
- | - | - | (47) | - | 137 | (17) | (66) | 7 |
| Income tax | - | - | - | - | - | (21) | (8) | - | (29) |
| Discontinued operation | 465 | 202 | (8) | - | 89 | - | - | 66 | 814 |
| Net profit (loss) for the period |
465 | 202 | (8) | (47) | 89 | 116 | (25) | - | 792 |
| Attributable to: | |||||||||
| Equity holders of the parent | 465 | 202 | (8) | (47) | 79 | 116 | (21) | - | 786 |
| Non-controlling interests | - | - | - | - | 10 | - | (4) | - | 6 |
The following table represents segment assets of the Group operating segments as at 31 March 2015 and 31 December 2014:
| Segment assets | Asset management |
Agriculture | Facility management |
Banking activities |
Other production and service |
Elimination | Total |
|---|---|---|---|---|---|---|---|
| At 31 March 2015 | 7,078 | 14,987 | 3,767 | 4,759 | 16,067 | - | 46,658 |
| 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 31 March 2015 and 31 December 2014:
| Segment liabilities | Asset management |
Agriculture | Facility management |
Banking activities |
Other production and service |
Elimination | Total |
|---|---|---|---|---|---|---|---|
| At 31 March 2015 | 459 | - | - | - | 489 | - | 948 |
| At 31 December 2014 | 308 | - | - | - | 991 | - | 1,299 |
(all amounts are in EUR thousand unless otherwise stated)
In 2015 and 2014 dividends were not declared.
1 st Quarter of 2015
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 |
The fair value of trade receivables is EUR 64 thousand.
In the reporting period EUR 196 thousand of revenue and EUR 36 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 will sign a services' supply contract with AB INVL Baltic Farmland. 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 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 its is out of money under the current conditions.
(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).
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 31 March 2015 the entities were measured using Price to book value (P/BV) multiplier method and applying a multiplier of comparable entity AB Šiaulių bankas, listed on the NASDAQ Vilnius.
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 31 March 2015:
| Profile of activities | Fair value | Valuation technique | Inputs | Values of inputs |
|---|---|---|---|---|
| Facility management (Level 3) | 3,068 | Comparable companies in the market |
EBITDA multiple | 5.0 |
| Agriculture ( UAB Litagra) (Level 3) | 14,932 | Comparable companies in the market |
EBITDA multiple and P/BV multiple Discount for lack of marketability |
6.05-6.96 1.06 10% |
| Banking activities (Level 3) | 4,759 | Comparable companies in the market |
P/BV multiple | 0.73 |
| Road signs production, wood manufacturing and dormant SPEs (Level 3) |
33 | 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 31 December 2014 |
||||
| Facility management (Level 3) | EBITDA multiple | 1 | 670/(670) | 666/(666) | |
| EBITDA multiple | 0.5 | 2,485/(2,485) | 2,335/(2,335) | ||
| Agriculture (UAB Litagra) | P/BV multiple | 0.1 | 827/(827) | 847/(847) | |
| (Level 3) | Discount for lack of | ||||
| marketability | 100 | (452)/452 | (449)/449 | ||
| Banking activities (Level 3) | P/BV multiple | 0.1 | 648/(648) | - |
(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 March 2015: | Level 1 | Level 2 | Level 3 | Total balance |
|---|---|---|---|---|
| Assets | ||||
| Subsidiaries | ||||
| - Facilities management | - | - | 3,068 | 3,068 |
| - Other activities | - | - | 33 | 33 |
| - Banking activities | - | - | 4,759 | 4,759 |
| Associates | ||||
| - Agriculture | - | - | 14,932 | 14,932 |
| Financial assets designated upon initial recognition at fair value through profit or loss |
||||
| - Real estate | 1,652 | - | - | 1,652 |
| - Information technology | 807 | - | - | 807 |
| - Other ordinary shares* | 1 | 1 | ||
| - Collective investment undertaking* | - | 181 | - | 181 |
| - Government bonds* | 379 | 20 | 399 | |
| - Corporate bonds* | 157 | - | - | 157 |
| Financial assets held for trading | ||||
| Equity securities | ||||
| - Food industry | 557 | - | - | 557 |
| - Bank sector | 670 | - | - | 670 |
| Total Assets | 4,223 | 201 | 22,792 | 27,216 |
| Liabilities | - | - | - | - |
*These financial assets owned by the Group, but not by the Company itself
(all amounts are in EUR thousand unless otherwise stated)
Financial instruments carried at fair value (cont'd)
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 quarter 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. During the 1 st quarter 2015 investments into banking activities, when they were measured using P/BV multiplier methods, instead of the value of the last transaction price, were transferred into Level 3.
The following table presents the changes in Level 3 instruments of Company and Group for the period ended 31 March 2015:
| Facilities management |
Agriculture | Banking activities |
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') | (192) | 77 | 695 | (77) | 503 |
| Transfer from Level 2 | - | - | 4,284 | - | 4,284 |
| Disposals | - | - | (220) | - | (220) |
| Balance at 31 March 2015 | 3,068 | 14,932 | 4,759 | 33 | 22,792 |
| Change in unrealised gains or losses for the period included in profit or loss for assets held at the end of the reporting period |
(192) | 77 | 695 | (77) | 503 |
During the 1st quarter 2014, there were no investments into Level 3 fair value measurements.
| Group | Company | |||
|---|---|---|---|---|
| 31 March of 2015 |
31 March of 2014 |
31 March of 2015 |
31 March of 2014 |
|
| Components of income tax expense | ||||
| Current income tax charge | - | (19) | - | (3) |
| Prior year current income tax correction | - | - | - | - |
| Deferred income tax income (expense) | (30) | (10) | (23) | (15) |
| Income tax (expenses) income charged to the income statement | (30) | (29) | (23) | (18) |
(all amounts are in EUR thousand unless otherwise stated)
| Group | Company | |||
|---|---|---|---|---|
| 31 March of 2015 |
31 March of 2014 |
31 March of 2015 |
31 March of 2014 |
|
| Net gain (loss) from revaluation of subsidiaries and associates |
503 | - | 503 | - |
| Gain (loss) from financial assets designated at fair value through profit and loss on initial recognition |
97 | - | 82 | - |
| Net gain (loss) from financial assets held for trading | 83 | 61 | 83 | 61 |
| Net gain (loss) from financial assets at fair value, total | 683 | 61 | 668 | 61 |
| Realised (loss) gain from available-for-sale investments | - | - | - | - |
| 683 | 61 | 668 | 61 |
| Group | Company | |||
|---|---|---|---|---|
| 31 March of 2015 |
31 March of 2014 |
31 March of 2015 |
31 March of 2014 |
|
| Interest expenses | - | (43) | - | (37) |
| Other finance expenses | - | - | - | - |
| - | (43) | - | (37) |
| Group | Company | |||
|---|---|---|---|---|
| 31 March of 2015 |
31 March of 2014 |
31 March of 2015 |
31 March of 2014 |
|
| Interest income | 147 | 198 | 141 | 284 |
| Dividend income | 237 | - | 237 | - |
| Profit (loss) from bargain purchase | 365 | - | - | - |
| Other income | 10 | 8 | 10 | 8 |
| 759 | 206 | 388 | 292 |
(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:
| 31 March of 2014 | |
|---|---|
| Sales revenue | 4,398 |
| Changes in investments assets | 166 |
| Other income | (124) |
| Changes in inventories of finished goods, work in progress and residential real estate Employee benefits expenses Impairment, write-down and provisions Premises rent and utilities Depreciation and amortization Repairs and maintenance cost of premises Other expenses Operating profit (loss) |
(1,162) (820) (8) (854) (164) (119) (716) 597 |
| Finance cost | (202) |
| Share of profit (loss) of associates and joint ventures | 465 |
| Profit (loss) before income tax | 860 |
| Income tax credit (expense) | (46) |
| Profit (loss) for the period before the disposal | 814 |
| Earnings per share in EUR: | 31 March of 2014 |
|---|---|
| Basic from discontinued operations (EUR per share) | 0.03 |
| Diluted from discontinued operations (EUR per share) | 0.03 |
(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 31 March 2015 and 2014 were as follows:
| Calculation of weighted average for the year ended 31 March 2015 |
Number of shares (thousand) |
Par value (LTL) |
Issued/90 (days) |
Weighted average (thousand) |
|---|---|---|---|---|
| Shares issued as at 31 December 2014 | 11,866 | 1 | 90/90 | 11,866 |
| Shares issued as at 31 March 2015 | 11,866 | 1 | - | 11,866 |
| Calculation of weighted average for the year ended 31 March 2014 |
Number of shares (thousand) |
Par value (LTL) |
Issued/90 (days) |
Weighted average (thousand) |
| Shares issued as at 31 December 2013 | 22,797 | 1 | 90/90 | 22,797 |
The following table reflects the income and share data used in the basic earnings per share computations:
| Group | Company | |||
|---|---|---|---|---|
| 31 March 31 March of |
31 March of 31 March of |
|||
| of 2015 | 2014 | 2015 | 2014 | |
| Net profit (loss), attributable to equity holders of the parent for | ||||
| basic earnings (EUR thousand) | 1,225 | 786 | 859 | 287 |
| Weighted average number of ordinary shares (thousand) | 11,866 | 22,797 | 11,866 | 22,797 |
| Basic earnings (deficit) per share (LTL) | 0.10 | 0.03 | 0.07 | 0.01 |
During the three months of 2015 and 2014 diluted earnings per share of the Group and Company is the same as basic earnings per share.
(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 quarter 2015 and related quarter-end balances were as follows:
| st quarter 2015 1 Company |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 133 | - | 11,163 | - |
| Accounting services | 10 | - | 12 | - |
| Banking activities | - | 3 | - | 1 |
| Dividends | 237 | - | 237 | - |
| Other | - | 1 | - | 2 |
| 380 | 4 | 11,412 | 348 |
Liabilities to shareholders and management - - - -
The Company's transactions with related parties during the 1st quarter 2014 and related quarter-end balances were as follows:
| st quarter 2014 1 Company |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 268 | 18 | 20,511 | 1,333 |
| Payables for share capital increase in subsidiaries |
- | - | - | 270 |
| Other | 8 | 5 | 151 | - |
| 276 | 23 | 20,662 | 1,603 | |
Liabilities to shareholders and management - - - -
The Group's transactions with related parties during the 1st quarter 2015 and related quarter-end balances were as follows:
| st quarter 2015 1 Group |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 133 | - | 11,163 | - |
| Accounting services | 10 | - | 12 | - |
| Banking activities | 3 | 96 | 3 | 64 |
| Dividends | 237 | - | 237 | - |
| Other | - | 2 | - | 4 |
| 383 | 98 | 11,415 | 68 | |
Liabilities to shareholders and management - - - -
(all amounts are in EUR thousand unless otherwise stated)
The Group's transactions with related parties during the 1st quarter 2014 and related quarter-end balances were as follows:
| st quarter 2014 1 Group |
Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 51 | - | 6,297 | - |
| Information technology segment | 16 | - | 1 | - |
| Other | - | - | 60 | - |
| 67 | - | 6,358 | - | |
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. To close the deal AB Šiaulių bankas will issue new shares, which will be acquired by the Company
. Conditions necessary to close the transaction are: AB Šiaulių bankas' shareholders' decision regarding the new share issue, Bank of Lithuania and Competition council permits. It is planned that the deal will be closed in the third quarter of 2015.
Final transaction price will depend on change in Finasta group entities' equity and market price of held to maturity financial instruments. According to the Company's management estimates, transaction value should exceed EUR 6 million. It is agreed that AB Šiaulių bankas will issue new shares for EUR 0.29 per share.
Brand name Finasta will be used by the Group. Wealth management services, which are currently provided by AB bankas Finasta, will provided by a newly established brokerage company in the Group. On 28 May 2015 it was established new entity UAB INVL Finasta, which will apply for the brokerage company licence to the Bank of Lithuania (invested was EUR 150 thousand).
On 18 May 2015 the Supervision Service of the Bank of Lithuania approved the circular of the voluntary tender offer by the group of shareholders, represented by the Company by the agreement signed on 28 April 2015, to buy up remaining ordinary registered shares of AB INVL Technology not owned by the Offerors. The Company offers to buy up 414 034 ordinary registered shares of the AB INVL Technology (code 300893533) EUR 0.29 nominal value each, ISIN code LT0000128860, amounting to 6.771 per cent of all AB INVL Technology issued shares and granting the same amount of all voting rights. Price of the non-competitive voluntary tender offer amounts to EUR 1.61 per ordinary registered share, settlement for shares - in cash.
The tender offer starts during the fourth working day following the supervisory authority's decision to approve the circular on 22 May 2015. The tender offer implementation period - 14 days (from 22 May 2015 till 4 June 2015 (inclusive). The right to sell their shares during the tender offer have AB INVL Technology shareholders, who at the General Shareholders Meeting held on 10 April 2015, did not vote or voted "against" the decision to reorganize the activity of AB INVL Technology to the closed-end investment company under the Law of the Republic of Lithuania on Collective Investment Undertakings.
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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.