Quarterly Report • May 12, 2015
Quarterly Report
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CONSOLIDATED 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
AB INVL BALTIC REAL ESTATE CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED 31 MARCH 2015 (all amounts are in EUR thousand unless otherwise stated)
Mr. Alvydas Banys (chairman of the Board) Ms. Indr€ MiSeikytd Mr. Andrius DaukSas
Mr. Andrius Dauk5as (director)
SeimyniSkiq Str. 1A, Vilnius, Lithuania
Company code 303299735
AB DNB Bankas AB \$iauliq Bankas AB SEB Bankas
The financial statements were approved and signed by the Management and the Board of Directors on '12th May 201 5.
Dauk5as
The companies of AB INVL Baltic Real Estate have invested in an office, warehouse and manufacturing real estate objects in Lithuania and Latvia. Group companies have about 51,700 sq. m. of the real estate space. The aim of INVL Baltic Real Estate is to earn from commercial real estate investments, ensuring growth in income from rented space.
According to the valuation completed in the end of 2014, consolidated value of owned real estate was EUR 34 million. In 1 st Quarter of 2015 rent income from owned properties amounted to EUR 0.7 million, while net profit was equal to EUR 0.28 million. At the same time consolidated equity was EUR 14.8 million.
On 9 April 2015 the Group has signed agreements to increase economic interest into Latvian entities SIA Dommo Grupa and SIA Dommo Biznesa parks from 50 to 100 percent for EUR 3.071 thousand. It would be acquired 100 percent of the shares of SIA Dommo Grupa, which owns 100 percent of the shares of SIA Dommo Biznesa parks. According to above mentioned agreement, the Group has acquired the remaining 50 percent of claims of rights arising from these loans agreements. Acquisition of shares and claims of rights to the entities should be completed by 1 July 2015. The project will be developed by ourselves or sold to other developers, considering what would be more beneficial for the shareholders.
On 23 April 2015 the Group has signed agreement concerning sale of 100 percent of the shares of enterprise in bankruptcy UAB INTF Investicija. The sale of the shares would be completed, when precondition for sale would be met. According to them the purchaser of shares has to reach agreement with the creditors of the entity, bankruptcy procedure of UAB INTF Investicija has to ended by peace agreement and status "enterprise in bankruptcy" has to be deregister. This deal will have positive impact for the financial results of the company.
Despite the decrease of real estate transactions in all segments, which were caused by the lower expectations of residents, the commercial real estate market in Lithuania remains active in 2015. High activity felt especially in the Lithuanian capital Vilnius. The activity of real estate funds helps the developers successfully develop and sell commercial properties in this segment. According to UAB "Inreal" research, during last year the overall size of the office space in Vilnius increased by 13,600 square meters. Almost all the new square meters were rented soon after the opening and the overall rate of vacancy continued to drop by 1.1pp to 4.0 percent in the year end. In 2015 the Vilnius office market should be complementary to about 59,200 square meters office space. Most of these facilities have to be mastered before the completion of construction. Thus, the high vacancy rate is not expected to have an impact. It is expected that 2015 will continue the growth trend of rents for Class A office market.
Industrial real estate market recently is volatile due to a tense political situation between western countries and Russia. During 1st Quarter of 2015 hasn't been opened new projects the developers continued to develop their old projects. Most of the projects are developed for the own needs. Rent price during the period have stayed stable. The industrial and warehouse sectors faces new challenges because of slower economic growth expectations. In spite of Lithuanian potential in long term remains high. It is likely that the development of industry will not stop and that will create additional demand of warehouse space. In 2015 is not expected the growth of rent prices but the new projects will be developed further.
The trends of industrial real estate market in Latvia have stayed stable. Rent prices for the Class A centers near Riga stayed between 3.5 and 4.2 euro per square meter. In 2015 is planned to build about 112,200 square meters warehouse space.
(all amounts are in EUR thousand unless otherwise stated)
| 1st Quarter 2015 | ||
|---|---|---|
| Revenue | 3 | 1,405 |
| Interest income | 50 | |
| Net gains (losses) from fair value adjustments on investment property | - | |
| Premises rent costs | 3 | (389) |
| Utilities | (297) | |
| Repair and maintenance cost of premises | (128) | |
| Property management and brokerage costs | (84) | |
| Taxes on property | (63) | |
| Employee benefits expenses | (6) | |
| Depreciation and amortisation | (1) | |
| Other expenses | (19) | |
| Operating profit | 468 | |
| Finance costs | 4 | (149) |
| Profit before income tax | 319 | |
| Income tax credit (expenses) | 5 | (43) |
| NET PROFIT FOR THE PERIOD | 276 | |
| Other comprehensive income for the period, net of tax | - | |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD | 276 | |
| Attributable to: | ||
| Equity holders of the parent | 276 | |
| Basic and diluted earnings per share (in EUR) | 0.04 |
| As at 31 March 2015 |
As at 31 December 2014 |
||
|---|---|---|---|
| ASSETS | |||
| Non-current assets | |||
| Property, plant and equipment | 23 | 13 | |
| Investment properties | 6 | 33,848 | 33,848 |
| Intangible assets | 160 | 160 | |
| Loans granted | 4,031 | 3,981 | |
| Operating lease pre-payments | 3 | 825 | 825 |
| Total non-current assets | 38,887 | 38,827 | |
| Current assets | |||
| Inventories | 50 | - | |
| Trade and other receivables | 376 | 293 | |
| Current loans granted | 88 | 125 | |
| Prepayments and deferred charges | 3 | 5 | |
| Cash and cash equivalents | 434 | 358 | |
| Total current assets | 951 | 781 | |
| Total assets | 39,838 | 39,608 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Equity attributable to equity holders of the parent | |||
| Share capital | 2,040 | 2,040 | |
| Share premium | 2,966 | 2,966 | |
| Reserves | 6,883 | 6,883 | |
| Retained earnings | 2,878 | 2,602 | |
| Total equity | 14,767 | 14,491 | |
| Liabilities | |||
| Non-current liabilities | |||
| Non-current borrowings | 7 | 19,483 | 19,432 |
| Provisions | 3 | 185 | 182 |
| Deferred income tax liability | 3,610 | 3,567 | |
| Other non-current liabilities | 3 | 381 | 411 |
| Total non-current liabilities | 23,659 | 23,592 | |
| Current liabilities | |||
| Current portion of non-current borrowings | 7 | 385 | 478 |
| Current borrowings | 596 | 590 | |
| Trade payables | 162 | 78 | |
| Provisions | 3 | 140 | 183 |
| Advances received | 47 | 44 | |
| Other current liabilities | 82 | 152 | |
| Total current liabilities | 1,412 | 1,525 | |
| Total liabilities | 25,071 | 25,117 | |
| Total equity and liabilities | 39,838 | 39,608 |
(all amounts are in EUR thousand unless otherwise stated)
| Re se rve s |
||||||
|---|---|---|---|---|---|---|
| Gr ou p |
Sh ita l are ca p |
Sh ium are p rem |
Le al g res erv e |
Re of rch f se rve pu as e o ha ow n s res |
Re tai d e ing ne arn s (ac lat ed cu mu de fic it) |
To tal |
| Ba lan 31 De mb 20 14 at ce as ce er |
2, 04 0 |
2, 96 6 |
28 1 |
6, 60 2 |
2, 60 2 |
14 49 1 , |
| Pro fit f the th ths de d 3 1 M h 2 01 5 or ree m on en arc Oth reh siv e in fo r th hre e t er co mp en co me e nth nde d 3 1 M h 2 01 5 mo s e arc |
- - |
- - |
- - |
- - |
27 6 - |
27 6 - |
| To tal reh siv e i e f the th co mp en nc om or ree nth nd ed 31 M h 2 01 5 mo s e arc |
- | - | - | - | 27 6 |
27 6 |
| Ba lan 31 M h 2 01 5 at ce as arc |
2, 04 0 |
2, 96 6 |
28 1 |
6, 60 2 |
2, 87 8 |
14 76 7 , |
(all amounts are in EUR thousand unless otherwise stated)
| st Quarter 2015 1 |
||
|---|---|---|
| Cash flows from (to) operating activities | ||
| Net profit (loss) for the period | 276 | |
| Adjustments for non-cash items and non-operating activities: Net gains (losses) from fair value adjustments on investment property |
||
| Depreciation and amortization | - | |
| Interest (income) | 1 | |
| Interest expenses | 4 | (50) |
| Deferred taxes | 5 | 149 43 |
| Current income tax expenses | 5 | - |
| Provisions | (41) | |
| Changes in working capital: | ||
| Decrease (increase) in inventories | ||
| Decrease (increase) in trade and other receivables | (50) | |
| Decrease (increase) in other current assets | (83) | |
| (Decrease) increase in trade payables | 2 | |
| (Decrease) increase in other current liabilities | 78 | |
| Cash flows (to) from operating activities | (91) | |
| Income tax (paid) | 234 - |
|
| Net cash flows (to) from operating activities | 234 | |
| Cash flows from (to) investing activities | ||
| (Acquisition) of non-current assets (except investment properties) | (11) | |
| Loans (granted) | - | |
| Repayment of granted loans | 37 | |
| Interest received | - | |
| Net cash flows (to) investing activities | 26 | |
| Cash flows from (to) financing activities | ||
| Cash flows related to Group owners | - | |
| Cash flows related to other sources of financing | ||
| Proceeds from loans | - | |
| (Repayment) of loans | (93) | |
| Interest (paid) | (91) (184) |
|
| Net cash flows (to) from financial activities | (184) | |
| Impact of currency exchange on cash and cash equivalents | - | |
| Net (decrease) increase in cash and cash equivalents | 76 | |
| Cash and cash equivalents at the beginning of the period | 358 | |
| Cash and cash equivalents at the end of the period | 434 |
(all amounts are in EUR thousand unless otherwise stated)
AB INVL Baltic Real Estate (hereinafter the Company) is a joint stock company registered in the Republic of Lithuania. It was established on 29 April 2014, following the split-off of 30.90% assets, equity and liabilities from AB Invalda LT (code 121304349). Entities, which business is investment into investment properties held for future development and in commercial real estate and its rent, were transferred to the Company.
The Company's address is as follows: Šeimyniškių str. 1A, Vilnius, Lithuania.
The Group consists of the Company and its directly owned subsidiaries (hereinafter the Group).
Because the Company is established on 29 April 2014, these financial statements have not comparative figures for 1st Quarter of 2014.
The Company manages shares of entities investing into commercial real estate and investment properties held for future development. The Group is operated in one segment – real estate segment. The Group has invested in an office, warehouse, manufacturing real estate objects in Lithuania directly and in Latvia indirectly. All objects give rental income, almost all objects have further development prospects.
The Company's share capital is divided into 7,044,365 ordinary registered shares with the nominal value of LTL 1 each. All the shares of the Company were fully paid. Subsidiaries did not hold any shares of the Company. As at 31 March 2015 the shareholders of the Company were (by votes)*:
| Number of votes | ||
|---|---|---|
| held | Percentage | |
| UAB LJB Investments | 2,144,351 | 30.44 |
| Mrs. Irena Ona Mišeikiene | 2,035,918 | 28.90 |
| AB Invalda LT | 888,004 | 12.60 |
| UAB Lucrum Investicija | 714,967 | 10.15 |
| Mr. Alvydas Banys | 540,750 | 7.68 |
| Ms. Indrė Mišeikytė | 140,618 | 2.00 |
| Other minor shareholders | 579,757 | 8.23 |
| Total | 7,044,365 | 100.00% |
* Some shareholders have sold part of their shares under repo agreement (so did not hold the legal ownership title of shares), but they retained the voting rights of transferred shares.
The Company's shares are traded on the Baltic Secondary List of NASDAQ Vilnius from 4 June 2014.
(all amounts are in EUR thousand unless otherwise stated)
The interim condensed financial statements for the three 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.
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.
(all amounts are in EUR thousand unless otherwise stated)
Analysis of revenue by category:
| st Quarter 2015 1 |
|
|---|---|
| Rent income | 1,073 |
| Utilities revenue | 326 |
| Other services revenue | 6 |
| Total revenue | 1,405 |
The Group has earned rent income from both owned and subleased premises. Breakdown of revenue by ownership of premises is presented below:
| st Quarter 2015 1 |
|
|---|---|
| Rent income from owned premises | 659 |
| Other revenue from owned premises | 264 |
| Total revenue from owned premises | 923 |
| Rent income from subleased premises | 414 |
| Other revenue from subleased premises | 68 |
| Total revenue from subleased premises | 482 |
| Total revenue | 1,405 |
Subsidiary AB Invaldos Nekilnojamojo Turto Fondas is leasing premises from external party until August 2017 under the lease agreement of 10 August 2007. The subsidiary had paid a one off deposit in the amount of EUR 825 thousand corresponding to the 6 months rental fee amount which will be set-off against the last part of lease payment at the termination of the lease. During the reporting period the Group has incurred EUR 384 thousand lease expenses under this agreement. Contingent rent constitutes EUR 67 thousand within this amount. The lease expenses of the Group from other agreements amounted to EUR 5 thousand during the reporting period. The lease agreement of 10 August 2007 is an onerous contract, therefore there is a provision of EUR 325 thousand to cover the loss anticipated in connection with this contract recognised in the statement of financial position as at 31 March 2015.
The changes in the provision for onerous contract are presented below:
| st Quarter 2015 1 |
||
|---|---|---|
| As of 31 December 2014 | 365 | |
| Re-estimation of provision at the end of the year | 4 | |
| Amount used (recognised as a reduction of 'Premises rent costs') | (47) | |
| The reversal of the discount effect and changes in the discount rate | 3 | |
| As of 31 March 2015 | 325 | |
| Non-current | 185 | |
| Current | 140 |
In addition to the above, a deferred liability of EUR 381 thousand arising from expense recognition on a straight-line basis is recognised in the statement of financial position within "Other non-current liabilities" as at 31 March 2015.
(all amounts are in EUR thousand unless otherwise stated)
| st Quarter 2015 1 |
|
|---|---|
| Interest expenses of bank borrowings | (90) |
| Interest expenses of borrowings from related parties | (58) |
| The reversal of the discount effect of provision for onerous contract | (1) |
| (149) | |
| 5 Income tax |
|
| st Quarter 2015 1 |
|
| Components of the income tax expenses | |
| Current year income tax | - |
| Deferred income tax expenses | (43) |
| Income tax expenses charged to profit or loss – total | (43) |
During 1st Quarter of 2015 the Group has not acquired, nor sold investment property. Investment properties are stated at fair value. Leased investment properties and investment properties held for future redevelopment were valued using income approach by accredited valuer UAB OBER-HAUS Nekilnojamasis Turtas as at 21 November, 8 December and 31 December 2014. There were no significant changes in the market at the end of 2014 and during the three months of 2015 that could have an effect on the value of those investment properties, therefore the updated valuation was not performed as at 31 March 2015.
As at 31 March 2015 investment properties with carrying amount of EUR 33,298 thousand were pledged to the banks as collateral for the loans. There were no other restrictions on the realisation of investment properties or the remittance of income and proceeds of disposals during the 1st Quarter of 2015. No material contractual obligations to purchase, construct, repair or enhance investment properties existed at the end of the period.
| As at 31 March 2015 |
|
|---|---|
| Non-current: | |
| Non-current bank borrowings | 14,810 |
| Non-current borrowings from related parties | 4,673 |
| 19,483 | |
| Current: | |
| Current portion of non-current borrowings | 385 |
| Borrowings from related parties | 596 |
| 981 | |
| Total borrowings | 20,464 |
Borrowings are denominated in euro.
(all amounts are in EUR thousand unless otherwise stated)
Borrowings with fixed or floating interest rate (with changes in 6 months period) were as follows:
| Interest rate type: | As at 31 March 2015 |
|---|---|
| Fixed | 5,269 |
| Floating | 15,195 |
| 20,464 | |
The related parties of the Group were the shareholders of the Company (note 1), key management personnel, including companies under control or joint control of key management and shareholders having significant influence, the entities of the group of AB Invalda LT and entities of other groups, which were split-off from AB Invalda LT.
The Group's transactions with related parties during 1st Quarter of 2015 and related quarter-end balances were as follows:
| st Quarter 2015 1 Group |
Revenue and other income from related parties |
Purchases and interest from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| AB Invalda LT (accounting services) | - | 2 | - | 3 |
| AB Invalda LT (loans) UAB Inservis (maintenance and repair |
- | 58 | - | 5,269 |
| services) | - | 78 | - | 60 |
| UAB Inservis (rent and utilities) | 1 | - | 1 | - |
| AB FMĮ Finasta (services to issuer) | - | 1 | - | |
| 1 | 139 | 1 | 5,332 | |
| Liabilities to shareholders and management | - | - | - | - |
On 9 April 2015 the Group has signed agreements to increase economic interest into Latvian entities SIA Dommo Grupa and SIA Dommo Biznesa parks from 50 to 100 percent for EUR 3.071 thousand. It would be acquired 100 percent of the shares of SIA Dommo Grupa, which owns 100 percent of the shares of SIA Dommo Biznesa parks. As was disclosed in the annual financial statements, The Group owned 50 percent of the rights to cash flows to these Latvian entities according to loans agreements. According to above mentioned agreement, the Group has acquired the remaining 50 percent of claims of rights arising from these loans agreements. Acquisition of shares and claims of rights to the entities should be completed by 1 July 2015.
On 23 April 2015 the Group has signed agreement concerning sale of 100 percent of the shares of enterprise in bankruptcy UAB INTF Investicija. The sale of the shares would be completed, when precondition for sale would be met. According to them the purchaser of shares has to reach agreement with the creditors of the entity, bankruptcy procedure of UAB INTF Investicija has to ended by peace agreement and status "enterprise in bankruptcy" has to be deregister.
(all amounts are in EUR thousand unless otherwise stated)
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