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KN Energies AB

Quarterly Report Feb 28, 2014

2252_ir_2014-02-28_eb30b1ed-28b7-4adc-b21c-747ac4c8eb97.pdf

Quarterly Report

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SC KLAIPĖDOS NAFTA

INTERIM CONDENSED FINANCIAL STATEMENTS, PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARTS, AS ADOPTED BY THE EUROPEAN UNION

FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER 2013 (UNAUDITED)

FINANCIAL STATEMENTS 3 – 17
Statement of financial position 3 – 4
Statement of comprehensive income 5
Statement of changes in equity 6
Cash flow statement 7 – 8
Explanatory note 9 – 16
CONFIRMATION OF RESPONSIBLE PERSON 17

Statement of financial position

Notes 2013-12-31 2012-12-31
ASSETS (unaudited) (audited)
Non-current assets
Intangible assets 1,266 1,354
Property, plant and equipment 3 518,650 444,711
Investment into subsidiaries - -
Investment into associates - 1,000
Total non-current assets 989 585
520,905 447,650
Current assets
Inventories 5
Prepayments 1,155 1.134
Trade receivables 6 558 438
Other receivables 7 11,168 13.579
Other financial assets 8 22,123 4.141
Cash and cash equivalents 9 30,146 13.234
Total current assets 89,895 79.834
155,045 112,360
Total assets
ASSETS 675,950 560,010

(cont'd on the next page)

Statement of financial position (cont'd)

Notes 2013-12-31 2012-12-31
EQUITY AND LIABILITIES (unaudited) (audited)
Equity
Share capital 1 380,606 380,606
Share premium 13,512 13,512
Legal reserve 24,611 22,561
Reserve for own shares 55,000 55,000
Other reserves 62,273 23,727
Retained earnings 35,747 41,006
Total equity 571,749 536,412
Non-current liabilities
Deferred income tax liability 6,953 7,194
Non-current employee benefits 837 816
Total non-current liabilities 10 51,212 -
59,002 8,010
Current liabilities
Trade payables
Payroll related liabilities 10 134 -
Provisions 11 25,189 7,157
Income tax payable 12 4,782 3,869
Prepayments received - 164
Dividends payable - 2,524
Other payables and current liabilities 13 40 53
Total current liabilities 39 39
15,015 1,782
Total equity and liabilities 45,199 15,588
EQUITY AND LIABILITIES
Equity 675,950 560,010
General Manager Rokas Masiulis 26 February 2014
Director of Finance and
Administrative Department
Mantas Bartuška 26 February 2014
Head of Accounting
Department
Asta Sedlauskienė 26 February 2014

Bendrųjų pajamų ataskaita

Notes For the twelve
months period
ended
31 December
2013
For the three
months period
ended
31 December
2013
For the twelve
months period
ended
31 December
2012
For the three
months period
ended
31 December
2012
(unaudited) (unaudited) (restated) (restated)
Sales 14 126,860 28,173 138,881 39,889
Cost of sales 15 (76,089) (18,509) (81,336) (22,254)
Gross profit 50,771 9,664 57,545 17,635
Operating expenses (12,470) (3,538) (10,704) (5,139)
Other income 244 102 108 59
Profit from operating activities 38,545 6,228 46,949 12,555
Income from financial activities 16 695 408 1,847 246
Loss from financial activities 16 (106) (15) (116) (29)
(669) (669) 108 109
Profit before income tax 38,465 5,952 48,788 12,881
Income tax expense (2,697) 2,142 (7,321) (1,840)
Net profit 35,768 8,094 41,467 11,041
Other comprehensive income
(expenses)
(21) 18 (30) 61
Total comprehensive income 35,747 8,112 41,437 11,102
Basic and diluted earnings (losses) per
share, in LTL
17 0.09 0.02 0.11 0.03

Explanatory note, set out on pages 9-16, is an integral part of these financial statements.

Director of Finance and Administrative Department Mantas Bartuška 26 February 2014

General Manager Rokas Masiulis 26 February 2014

Head of Accounting

Department Asta Sedlauskienė 26 February 2014

Statement of changes in equity

Notes Share
capital
Share
premium
Legal
reserve
Reserve for
own shares
Other
reserves
Retained
earnings
Total
Balance as at 31 December 2011
(audited)
342,000 - 19,000 - 68,043 70,795 499,838
Net profit for the nine months - - - - - 41,467 41,437
Other comprehensive income - - - - - (21) -
Total comprehensive income - - - - - 41,437 41,437
Dividends declared 27 - - - - - (56,981) (56,981)
Transfers between reserves - - 3,561 55,000 (44,316) (14,245) -
Increase in share capital 380,606 13,512 - - - - 52,118
Balance as at 31 December 2012
(restated)
380,606 13,512 22,561 55,000 23,727 41,006 536,412
Net profit for the nine months - - - - - 35,768 35,747
Other comprehensive income - - - - - (30) -
Total comprehensive income - - - - - 35,747 35,747
Dividends declared 27 - - - - - (410) (410)
Transfers between reserves - - 2,050 - 38,546 (40,596) -
Net profit for the nine months - - - - - - -
Balance as at 31 December
2013 (unaudited)
380,606 13,512 24,611 55,000 62,273 35,747 571,749
General Manager Rokas Masiulis 26 February 2014
Director of Finance and
Administrative Department
Mantas Bartuška 26 February 2014
Head of Accounting
Department
Asta Sedlauskienė 26 February 2014

Cash flow statement

For twelve months period, ended
31 December
Notes 2013 2012
(unaudited) (restated)
Cash flows from operating activities
Net profit 35.768 41.467
Adjustments for noncash items:
Depreciation and amortization 24,880 22,990
Impairment and writing off of non-current tangible assets 205 438
Accrued emission rights 421 1,029
Change in employee benefit liabilities (4) (4)
Change in allowance for doubtful receivables (360) -
Accrued income (164) (329)
Changes in inventories 669 (108)
Income tax expenses (1439) (926)
Interest income (6) -
Change in vacation reserve 2,697 7,321
Change in employee benefit liabilities 16 (321) (1,817)
62,296 70,061
Changes in working capital:
(Increase) decrease in inventories 448 540
Decrease (increase) in prepayments (4) (215)
Decrease (increase) in trade and other accounts receivable 2415 (9,244)
Decrease (increase) in other receivables (12,777) (1,834)
Increase (decrease) in trade and other payables (2,909) 2,525
(Decrease) increase in prepayments received (13) 4
Increase (decrease) in other current liabilities and payroll related 708 (125)
liabilities 50,165 61,712
Income tax (paid) (9,230) (5,235)
Interest received 321 931
Net cash flows from operating activities 41,307 57,408
Cash flows from investing activities
(Acquisition) of property, plant, equipment and intangible assets (65,069) (39,948)
(Acquisition) of investments held-to-maturity (208,121) (429,257)
Sales of investments held-to-maturity 191,210 533,051
(Acquisition) of other investments (66) (1,050)
Net cash flows from investing activities (82,046) 62,796

Explanatory note, set out on pages 9-16, is an integral part of these financial statements.

(cont'd on the next page)

Cash flow statement (cont'd)

Notes 2013 2012
Cash flows from financing activities
Increase in share capital - 6,627
Dividends (paid) (410) (56,981)
Loan received 51,212 -
Net cash flows from financing activities (50,802) (50,354)
Net increase (decrease) in cash flows 10,061 69,851
Cash and cash equivalents on 1 January 79,834 9,983
Cash and cash equivalents on 31 December 89,895 79,834
General Manager Rokas Masiulis 26 February 2014
Director of Finance and
Administrative Department
Mantas Bartuška 26 February 2014
Head of Accounting
Department
Asta Sedlauskienė 26 February 2014

Explanatory notes to financial statements

1 General information

SC Klaipėdos Nafta (hereinafter referred to as "the Company") is a public limited liability company registered in the Republic of Lithuania. The address of its registered office is as follows: Burių str. 19, 91003 Klaipėda, Lithuania.

The main activities of the Company – oil products transshipment services and other related.

The Company was established by SC Naftos Terminalas (Lithuania) and Lancater Steel Inc. (USA) acquiring 51 and 49 per cent of shares respectively. The Company was registered on 27 September 1994.

As at 31 December 2013 all the shares were owned by 1,820 shareholders. The Company's share capital – LTL 380,606,184 (three hundred eighty million six hundred six thousand one hundred eighty-four) is fully paid. It is divided into 380,606,184 (three hundred eighty million six hundred six thousand one hundred eighty-four) ordinary shares with a par value of one (1) LTL. 72.32 % of the shares (275,241,290 shares) are owned by the State of Lithuania, represented by the Ministry of Energy.

The Company has not acquired any own shares and has arranged no deals regarding acquisition or transfer of its own shares during nine months period in 2013. The Company's shares are listed in the Baltic Secondary List on the NASDAQ OMX Vilnius Stock Exchange.

As at 31 December 2013 and 31 December 2012 the shareholders of the Company were:

31 December 2013 31 December 2012
Number of
shares held
(thousand)
Part of ownership
(%)
Number of shares
held (thousand)
Part of ownership
(%)
Government of the Republic of Lithuania
represented by the Ministry of Energy 275,241 72.32 275,241 72.32
UAB Concern Achema Group 38,975 10.24 38,975 10.24
Other (less than 5 per cent each) 66,390 17.44 66,390 17.44
Total 380,606 100.00 380,606 100.00

The average number of employees on 31 December 2013 was 364 (327 – on 31 December 2012).

2 Accounting principles

These financial statements have been prepared on a historical cost basis.

The financial statements are presented in Litas and all values are rounded to the nearest thousand (LTL 000), except when otherwise indicated.

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (hereinafter the EU).

The Company applies the same accounting policies and the same calculation methods in preparing Interim Financial Statements as they have been used for the Annual Financial Statements of the year 2012. The principles used in preparation of financial statements were presented in more detail in the Notes to the Financial Statements for 2012.

3 Non-current tangible assets

During the year 2013 the Company continued works in the following projects:

• Liquefied natural gas terminal project. On 30 June 2011 SC Klaipėdos Nafta signed an Agreement with the Lead Adviser for preparation and implementation of liquefied natural gas (LNG) terminal's project – the international company FLUOR S.A. The Extraordinary General Shareholders' Meeting of SC Klaipėdos Nafta held on 27 July 2011 approved the conclusion of the Agreement. The Agreement provides for the Lead Adviser during four years to prepare the technical

3 Non-current tangible assets (cont'd)

development plan of the Project, assist in selection of technologies, perform actions in order to get obligatory permits, solve the matters related to the safety of the project, navigation as well as other issues associated with the technical implementation of the Project. Further, the Adviser will perform works related to the economic part – will produce business model of the Terminal, financial model and develop strategy of the Terminal's performance. The Adviser will also supervise technical realization of the Project during its entire execution period - until the end of 2014 when the Terminal will start its activities.

As of 31 December 2013 the investments into implementation of LNG Terminal's project amounted to LTL 98,162 thousand – the major part of which was comprised of payments of LTL 46,981 thousand paid according to the Agreement to the Lead Adviser for preparation and implementation of liquefied natural gas terminal's project, legal and other research services and compensation received from Klaipeda's Port of Authority. The cost of LTL 33,798 thousand was incurred for the pipeline's construction and LTL 10,464 thousand for the construction of jetty.

Reconstruction of HFO (i.e. heavy fuel oil products) storage tank park, which involves demolishing of 4 storage tanks with the capacity 5,000 m3 and construction of 2 storage tanks with the capacity 32,250 m3. The investment will increase flexibility of the Company's reloading activities thus enabling to reload additional flows of oil products and will make the Terminal more attractive to its clients by giving them an opportunity to accumulate greater batches (up to 90 thousand tonnes) of the products. The investment amounts to LTL 29 million. The Company intends to complete construction at the end of 2013. The total value of the works performed amounted to LTL 19,725 thousand.

At the site of the universal storage tanks under construction the Company plans updating of the piping of the existing storage tanks of oil products that will provide technical possibility to accommodate part of the HFO storage tanks for reloading of LFO (i.e. light oil products).

  • Utilization of carbohydrate vapours from railway trestles. On 10 June 2010 the Company started its investment project "Procurement of vapour recovery unit" after implementation of which the environment pollution will be reduced. The Company has already invested LTL 6,429 thousand into this project. The total amount of investments into the project "The Procurement of vapour recovery unit" will amount about LTL 7,000 thousand.
  • Updating of HFO unloading system of rail gantry track 1. The total value of the works performed amounted to LTL 5,296 thousand.

4 Operating segments

Business segment – a separated business constituent part, the business risks and profitability of which differ from other business constituent parts.

The Management making strategic decisions consists of a leading person adopting decisions responsible for distribution of the Company's resources and evaluation of activity's results of the business segments.

The Management of the Company has identified the following business segments:

  • KN oil terminal in Klaipėda supplying oil products, providing transhipment and other related services.
  • LNG terminal strategic project of the Republic of Lithuania, implementation of which will create an alternative source for OAO Gazprom's natural gas in Lithuania. The project shall involve procurement of floating storage and regasification unit, construction of the jetty and installation of superstructure, dredging of jetty's access, building of gas pipeline and all other costs of the project implementation.
  • SFB Subačius fuel base in Kupiškis district provides services of long-term storage of oil products and loading of autotankers.

Main indicators of the business segments of the Company included into the statement of comprehensive income for the financial year as of 31 December 2013 and Statement of financial position as of 31 December 2012, are described below:

4 Operating segments (cont'd)

31 December 2013
Revenues from external customers
SGDT SKB KN Total
- - 125,421 125,421
Profit before income tax
Segment net profit (3,635) 1,726 40,353 38,444
Interest revenue (3,635) 1,616 37,766 35,747
Interest expense - - 320 320
Depreciation and amortisation - - - -
Impairment of assets (65) (2,801) (22,234) (25,100)
- (569) (207) (776)
Acquisitions of non-current assets 63,807 281 35,712 99,800
Segment total assets 115,515 49,159 511,276 675,950
Financial liabilities 51,212 0 51,212
Segment total liabilities 85,721 2,606 67,085 155.412
31 December 2012 SGDT SKB KN Total
Revenues from external customers - 2,620 136,261 138,881
Profit before income tax (1,497) 521 49,734 48,758
Segment net profit (1,497) 443 42,491 41,437
Interest revenue - - 1,817 1,817
Interest expense - - - -
Depreciation and amortisation (19) (701) (22,270) (22,990)
Net profit (loss) in associated companies - - 108 108
Impairment of assets - (569) (207) (776)
Acquisitions of non-current assets 22,418 45,924 12,655 80,997
Segment total assets 34,689 45,687 479,634 560,010
Segment total liabilities 772 540 22,286 23,598
Inventories
2013-12-31 2012-12-31
Oil products, for sale 796 362
Spare parts, construction materials and other inventories 359 772

As of 31 December 2013 the Company had accounted write-off of inventories in the amount of LTL 5,808 thousand (LTL 6,168 thousand on 31 December 2012), that have been written off down to the net realisable value. The Company makes write-off the inventories to the net realisable value if they are not used for more than 6 months.

Write-off has been accounted for mostly construction materials and spare parts, which were not used during the reconstruction (1996 – 2005).

As of 31 December 2013 the Company stored 115,7 thousand tons of oil products delivered for transhipment in its storage tanks (148,2 thousand tons as on 31 December 2012). Such oil products are not recognised in the Company's financial statements, they are accounted for in the off-balance sheet accounts as the Company has no ownership rights into oil products.

Oil products for sale are energy products collected in the Waste Water Treatment Facilities. On 31 December 2013 the Company stored 3,522 tons of oil products collected in its Waste Water Treatment Facilities (31 December 2012 – 1,162 tons).

1,155 1,134

6 Trade receivables

2013-12-31 2012-12-31
Receivables for trans-shipment of oil products and other related services 11,168 13,579

Trade and other receivables are non-interest bearing and are generally on 6 - 15 days payment terms.

On 31 December 2013 trade debts to the Company in the amount of LTL 8,575 thousand were denominated in EUR (LTL 3,012 thousand – on 31 December 2012).

7 Other receivables

2013-12-31 2012-12-31
Accrued income 3,754 2,315
VAT receivable 11,127 1,715
Corporate tax receivable 5,644 -
Accrued interest on term deposits - 46
Other receivables 1,598 78
22,123 4,154
Less: impairment allowance - (13)
Accrued income 22,123 4,141

Change in allowance for receivables has been included into operating expenses in the Statement of Comprehensive income.

8 Other financial assets

2013-12-31 2012-12-31
Cession of rights in Vnesekonom bank 100 100
Loan to UAB "Žavesys" 354 357
Less: impairment allowance for receivables (454) (457)
Total loans and receivables - -
Investments into the state securities of the Republic of Lithuania - 9,474
Investments into the state government bonds of the Republic of Lithuania 30,146 3,760
30,146 13,234
Current part 30,146 13,234
Non-current part - -
Total other financial assets 30,146 13,234
Carrying values of other financial assets are denominated in the following currencies:
Currency 2013-12-31 2012-12-31
EUR 17,955 10,648
LTL 12,191 2,586

On 24 January 2003 AB "Naftos terminalas", as a part of settlement for the shares acquired, transferred to the Company the right of demand for the deposit of USD 95,266 thousand (or LTL 277,243 thousand) in the liquidated Vnesekonom bank and the right to the loan provided to UAB "Zavesys". Cost of sales of the right in the liquidated Vnesekonom bank amounts to LTL 100 thousand. The Company's Management considers the receivables subject to the acquired rights of demand to be doubtful therefore they have been accounted for by cost less 100 per cent allowance.

The maximum exposure of these investments to credit risk at the reporting date was represented by carrying value of the securities and term deposits, classified as investments held to maturity.

30,146 13,234

9 Cash and cash equivalents

2013-12-31 2012-12-31
Cash at bank 89,895 67,221
Investments into the state government bonds of the Republic of Lithuania - 12,613
Short-term deposits - -
89,895 79,834

Calculated values of cash and cash equivalents are denominated in the following currencies:

Currency 2013-12-31 2012-12-31
EUR 81,620 22,523
LTL 8,275 57,311
89,895 79,834

Calculated values of cash and cash equivalents are denominated in the following currencies:

2013-12-31 2012-12-31
AA - 63,682 3
A + 56,359 67,218
A - 12,613
BBB + - 6,029
BBB - 7,205
120,041 93,068

The maximum exposure of these investments to credit risk at the reporting date was represented by carrying value of the securities and term deposits, classified as investments held to maturity.

10 Financial liabilities

2013-12-31 2012-12-31
Loan from European investment bank 51,212 -
Payable interests to European investment bank 134 -
51,346 -

11 Trade debts and other payables

2013-12-31 2012-12-31
Payable to contractors 20,140 1,985
Payable for rent of land 650 504
Payable for railway services 190 594
Other trade payables 4,208 4,074
25,189 7,157

Trade payables are non-interest bearing and are normally settled on 30-day payment terms. On 31 December 2013 trade payables of LTL 14,785 thousand were denominated in EUR (LTL 87 thousand – on 31 December 2012).

12 Liabilities related to labour relations

As of 31 December 2013 the Company's liabilities, related to labour relations, were basically comprised of vacation reserve of LTL 1,954 thousand, social insurance payable of LTL 940 thousand, salaries payable for December of LTL 1,862 thousand and accrual of bonuses in the amount of LTL 1,114 thousand for the annual results. As of 31 December 2012 the Company's liabilities, related to labour relations, were mainly comprised of vacation reserve of LTL 1,750 thousand, social insurance payable for December of LTL 878 thousand and accrued bonuses in the amount of LTL 1,200 thousand for the annual results.

13 Other current liabilities

2013-12-31 2012-12-31
Accrued expenses 13,661 1,131
Tax payable on real estate 321 309
Other liabilities 1,033 342
15,015 1,782

Other liabilities are non-interest bearing and have an average term of one month.

14 Sales income

2013 2012
Sales of oil transhipment services 123,971 131,543
Sales of heavy oil products collected in the Waste Water Treatment Facilities - 3,233
Other sales related to transhipment 2,787 2,785
Revenues of sold inventories 102 1,320
126,860 138,881

Other sales related to transhipment include moorage, sales of fresh water, transportation of crew and other sales related to transhipment.

15 Cost of sales

2013 2012
Depreciation and amortization 24,422 22,609
Natural gas 14,555 19,640
Wages, salaries and social security 18,594 17,845
Railway services 4,568 6,034
Electricity 5,576 5,316
Rent of land and quays 2,100 2,046
Cost of sold inventories - 1,470
Repair and maintenance of non-current assets 1,820 1,848
Tax on real estate 1,227 1,208
Insurance of assets 1,321 1,148
Services for tankers 524 596
Inventories for sell - 547
Work safety costs 403 323
Emission rights expenses 73 (329)
Other 906 1,035
76,089 81,336

16 Income (expenses) from financial and investment activities – net

2013 2012
Interest income 321 1,817
Fines collected 375 30
Total income from financial activity 695 1,847
(Losses) from currency exchange (99) (115)
Other financial costs (7) (1)
Total result of the financial activity 589 1,731

17 Earnings per share, basic and diluted

Basic earnings per share are calculated by dividing net profit of the Company by the number of the shares available. Diluted earnings per share equal to basic earnings per share as the Company has no instruments issued that could dilute shares issued. Basic and diluted earnings per share are as follows:

2013 2012
Net profit attributable to shareholders 35,747 41,437
Weighted average number of ordinary shares (thousand) 380,606 361,198
Earnings per share (in LTL) 0.09 0.11

18 Related party transactions

The parties are considered related when one party has a possibility to control the other one or has significant influence over the other party in making financial and operating decisions. The related parties of the Company and transactions with them during the nine months of 2013, 2012 and 2011 were as follows:

Transactions with Lithuanian State controlled enterprises and institutions

Purchases from Sales to related parties Receivables from Payables to related
related parties related parties parties
State Tax Inspectorate at the 2013 m. 85,382 - 14,332 1,710
Finance Ministry of the Republic of 2012 m. 107,400 - 1,733 2,852
Lithuania 2011 m. 103,004 - 715- 4,866
State Social Insurance Fund Board 2013 m. 8,340 - - 940
under the Ministry of Social 2012 m. 7,350 - - 878
Security and Labour 2011 m. 4,762 - - 11
State Enterprise Klaipeda State 2013 m. 2,100 - - 650
Seaport Authority owned by the 2012 m. 2,046 - - 504
State of Lithuania represented by 2011 m. 2,056 - - 514
the Ministry of transportation
AB Lithuanian Railways owned by 2013 m. 5,827 - - 190
the State of Lithuania represented 2012 m. 6,061 - - 594
by the Ministry of transportation 2011 m. 8,396 - - 336
AB "Lesto", owned by the State of 2013 m. 3,085 - - 516
Lithuania represented by the 2012 m. 2,448 - - 350
Ministry of Energy 2011 m. 2,419 - - 296
Other related parties 2013 m. - 34 - -
2012 m. - 17 3 -
2011 m. - 28 3 -
Transactions with related 2013 m. 104,734 34 14,332 4,006
parties, in total: 2012 m. 125,305 17 19 5,178
2011 m. 120,637 28 3 6,023

Remuneration to the Management and other payments

The Company's Management is comprised of General Manager, Deputy General Manager, Directors of Departments and their Deputies, Managers of Departments.

2013 2012
Labour related disbursements 4,176 3,511
Number of managers 32 27

18 Related party transactions (con's)

In 2013 and 2012 the Management of the Company did not receive any loans, guarantees, or any other payments or property transfers were made or accrued.

19 Subsequent events

No significant subsequent events have occurred after the date of financial statements.

Confirmation of responsible persons

Following Article 22 of the Law on Securities of the Republic of Lithuania and the Rules on Preparation and Submission of Periodic and Additional Information of the Lithuanian Securities Commission, we, Rokas Masiulis, General Manager of SC Klaipėdos Nafta, Mantas Bartuska, Finance Director of SC Klaipėdos Nafta, and Asta Sedlauskienė, Head of Accounting Department hereby confirm that to the best of our knowledge the above-presented unaudited Interim condensed Financial Statements of SC Klaipėdos Nafta for for the year 2013, prepared in accordance with the International Financial Reporting Standards as adopted to be used in the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss and cash flows of SC Klaipėdos Nafta.

Director of Finance and Administrative Department Mantas Bartuška

Head of Accounting Department Asta Sedlauskienė

General Manager Rokas Masiulis

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