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Apranga Group Interim / Quarterly Report 2012

Dec 3, 2012

2248_rns_2012-12-03_d632ed1f-c0e4-4ae6-89f9-8eaa62c81c0e.pdf

Interim / Quarterly Report

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APRANGA
GROUP

APRANGA APB

Interim Consolidated Financial Statements

For the Nine months period ended 30 September 2012

(UNAUDITED)

6 November 2012

Vilnius


APB APRANGA

Company's code 121933274, Kirtimu 51, Vilnius

INFORMATION ABOUT COMPANY

Name of the company Apranga APB
Legal form Public limited liability company
Date of registration 1^{st} March 1993
Code of company 121933274
Share capital LTL 55 291 960
Registered office Kirtimu 51, LT-02244 Vilnius, Lithuania
Name of Register of Legal Entities Registru centras VI, Vilnius branch
Telephone number +370 5 239 08 08
Fax number +370 5 239 08 00
E-mail [email protected]
Internet address http://www.apranga.lt
Main activities Retail trade of apparel
Auditor PricewaterhouseCoopers UAB

APB APRANGA
Company's code 121933274, Kirtimu 51, Vilnius
TABLE OF CONTENT

PAGE

REVIEW OF ACTIVITY OF THE GROUP COMPANIES 4 – 7

FINANCIAL STATEMENTS:
STATEMENT OF COMPREHENSIVE INCOME 8
BALANCE SHEET 9
STATEMENTS OF CHANGES IN EQUITY 10
STATEMENTS OF CASH FLOWS 11

EXPLANATORY NOTES TO THE FINANCIAL STATEMENTS 12 – 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius
REVIEW OF ACTIVITY OF THE GROUP COMPANIES
FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012
(all tabular amounts are in LTL thousands unless otherwise stated)

REVIEW OF ACTIVITY OF THE GROUP COMPANIES

The retail turnover (including VAT) of Apranga Group amounted to LTL 380.0 million in January through September 2012 or by 25.9% more than in first nine months of 2011. The highest growth rates were recorded in Latvia (30.3%), the lowest - in Estonia (21.3%).

High retail turnover growth performance was due to:
- clothing and footwear consumption grew faster than expected;
- extremely successful performance of newly opened and reconstructed in 2011-2012 stores;
- balanced development of goods assortment and supply, adequately to changes in market conditions.

According to EUROSTAT data, the retail trade in Baltic States during the 9 months 2012 grew the most in Estonia and Latvia. During 3rd this year quarter retail sales growth in Estonia slowed down to 8%, but still maintained a high average of 11% growth in 2012. Latvian retail sales growth in both the last quarter of 2012 and during all 9 months amounted to 9-10%. In Lithuania retail growth rate also remained almost unchanged, compared with the previous quarter and 9 months, and amounted to about 5%.

The retail turnover of the Group's stores by countries during 9 months of 2012 was (LTL thousand, VAT included):

Country 9 months 2012 9 months 2011 Change
Lithuania 239 896 191 623 25,2%
Latvia 91 646 70 357 30,3%
Estonia 48 411 39 911 21,3%
Total: 379 953 301 890 25,9%

Since May 2012, Apranga Group monthly sales consistently exceeded the pre-crisis year 2008 sales level. The turnover for the period from January to September 2012 (LTL 379 953 thousand) by 1.2% exceeded the turnover of first 9 months 2008 (LTL 375 399 thousand).

The retail turnover of the Group's stores during the third quarter 2012 by countries was as follows (LTL thousand, VAT included):

Country Q3 2012 Q3 2011 Change
Lithuania 95 241 76 079 25,2%
Latvia 37 314 28 393 31,4%
Estonia 21 001 16 643 26,2%
Total: 153 556 121 116 26,8%

Turnover of the 3rd quarter 2012 - an absolute Apranga Group quarterly turnover record - for the first time it exceeded LTL 150 million limits.

The retail turnover of the Group's stores by chains during 9 months 2012 was as follows (LTL thousand, VAT included):

Chain 9 months 2012 9 months 2011 Change
Economy 39 975 32 982 21,2%
Youth 129 816 110 211 17,8%
Business 41 823 23 987 74,4%
Luxury 40 553 35 631 13,8%
Zara 112 361 87 195 28,9%
Outlets 15 425 11 884 29,8%
Total 379 953 301 890 25,9%

Page 4 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius
REVIEW OF ACTIVITY OF THE GROUP COMPANIES
FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012
(all tabular amounts are in LTL thousands unless otherwise stated)

In 1st nine months of 2012, the Business chain turnover increased mostly (+74.4%). This growth was mainly due to the 3 new "Massimo Dutti" and 4 small single-brand stores ("Strellson", "Marella", "Pennyblack", "Coccinelle") opening. Also, high turnover growth rates experienced Zara, Economy chain and Outlets.

During the nine months of 2012 Apranga Group opened 16 stores (including 2 "Burberry", 3 "Massimo Dutti" and 5 "Aldo" stores), reconstructed 8 and closed 4 stores due to the end of their lease agreements and non-viability. The capital expenditure of the retail chain expansion amounted to LTL 21.6 million (see Note 4 "Investments into non-current assets"). Investments (acquisitions) by segments are disclosed in Note 3 ("Segment information"). The Group is not engaged in activities related to research and experimental development, except to the extent of process improvement. Group uses the latest technology and the latest technology processes that meet environmental standards and help reduce the negative impact on the environment.

The number of stores by countries was as follows:

Country 30 09 2012 30 09 2011 Change
Lithuania 88 77 14,3%
Latvia 33 32 3,1%
Estonia 12 11 9,1%
Total: 133 120 10,8%

The number of stores by chains was as follows:

Chain 30 09 2012 30 09 2011 Change
Economy 12 12 0,0%
Youth 67 61 9,8%
Business 18 13 38,5%
Luxury 18 16 12,5%
Zara 10 10 0,0%
Outlets 8 8 0,0%
Total 133 120 10,8%

The total sales area operated by the Group has increased by 3.1% or by 2.0 thousand sq. m. during the period from 30 September 2011 till 30 September 2012. The most sales area increased in Estonia - 4.9%.

The total area of stores by countries was as follows (thousand sq. m):

Country 30 09 2012 30 09 2011 Change
Lithuania 42,3 41,0 3,2%
Latvia 17,9 17,5 2,3%
Estonia 5,9 5,6 4,9%
Total: 66,2 64,2 3,1%

The Group has earned LTL 31 474 thousand of profit before income tax in nine months 2012, while profit before taxes amounted to LTL 17 766 thousand during nine months of 2011 (an increase of 77.2%). In 3rd quarter the profit before income tax increased from LTL 10 096 thousand in 2011 to LTL 16 519 thousand in 2012 (an increase of 63.6%).

EBITDA of the Group was LTL 44 232 thousand during 9 months 2012, and it was LTL 31 234 thousand in corresponding previous year period. EBITDA margin has increased from 13.1% to 14.6% during the year. The current ratio of the Group remained at the same level as the year before - 1.7 times.

Substantial Apranga Group's financial performance improvement due to:

  • very high turnover growth rates;
  • successful performance of newly opened and reconstructed stores;
  • maintained level of gross profitability;
  • turnover and gross profit growth rates were by more than one-third higher than the growth of operating expenses.

Page 5 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius
REVIEW OF ACTIVITY OF THE GROUP COMPANIES
FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012
(all tabular amounts are in LTL thousands unless otherwise stated)

Main Group Indicators 9 months 2012 9 months 2011 Change
Net sales, LTL thousand 303 280 239 332 26,7%
Net sales in foreign markets, LTL thousand 113 352 88 813 27,6%
Like-to-like sales 19,4% 9,3%
Gross profit, LTL thousand 139 402 109 665 27,1%
Gross margin 46,0% 45,8%
EBT, LTL thousand 31 474 17 766 77,2%
EBT margin 10,4% 7,4%
Net profit (losses), LTL thousand 26 638 14 815 79,8%
Net margin 8,8% 6,2%
EBITDA, LTL thousand 44 232 31 234 41,6%
EBITDA margin 14,6% 13,1%
Return on equity (end of the period) 20,6% 13,1%
Return on assets (end of the period) 13,3% 8,4%
Net debt to equity* -2,2% 7,0%
Current ratio, times 1,7 1,7
  • (Interest bearing liabilities less cash) / Equity
Main Group Indicators Q3 2012 Q3 2011 Change
Net sales, LTL thousand 123 016 96 735 27,2%
Net sales in foreign markets, LTL thousand 47 415 36 430 30,2%
Like-to-like sales 20,3% 9,4%
Gross profit, LTL thousand 56 239 43 771 28,5%
Gross margin 45,7% 45,2%
EBT, LTL thousand 16 519 10 096 63,6%
EBT margin 13,4% 10,4%
Net profit (losses), LTL thousand 14 296 8 411 70,0%
Net margin 11,6% 8,7%
EBITDA, LTL thousand 20 711 14 569 42,2%
EBITDA margin 16,8% 15,1%
Return on equity (end of the period) 11,0% 7,4%
Return on assets (end of the period) 7,1% 4,8%
Net debt to equity* -2,2% 7,0%
Current ratio, times 1,7 1,7
  • (Interest bearing liabilities less cash) / Equity

The operating expenses of the Group totaled LTL 108 781 thousand during 9 months 2012 and increased by 17.9%, comparing to the same period 2011 (in comparison, sales increased by 26.7% during this period). The finance costs of the Group due to continued decline of average level of finance debts was only LTL 48 thousand in 9 months 2012, and decreased by 3 times during the year. Total finance debts of the Group decreased from LTL 11.1 million at 30 September 2011 to LTL 4.7 million at 30 September 2012, despite the fact that the Company paid LTL 20 million in dividends in May 2012.

The Group's level of inventories during the year grew slower than the growth of sales and increased from LTL 84.4 million to LTL 91.2 million, or by 8.1% (Company's inventories grew by 5.2%).

The number of employees during the year till 30 September 2012 in the Group has increased by 251 to 1573 (+19.0%), and has increased in Company by 97 to 688 (+16.4%). During the 3rd quarter 2012 the number of employees increased by 137 (+9.5%) in the Group, and by 37 (+5.7%) in the Company.

The average monthly salary in the Group and the Company in the 3rd quarter 2012 has increased 9.1% and 11.7%, respectively, in comparison to the 3rd quarter 2011. The average monthly salary in the 9 months 2012 comparing to the 9 months 2011 has increased by 10.6% in the Group, and increased by 14.9% in the Company.

Page 6 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius

REVIEW OF ACTIVITY OF THE GROUP COMPANIES

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012

(all tabular amounts are in LTL thousands unless otherwise stated)

The price of the Company share during 9 months 2012 increased from LTL 5.02 per share to LTL 6.87 per share (+37%). The maximum share price during the twelve months period was LTL 7.04 per share, minimum share price - LTL 5.02 per share. The market capitalization of the Company increased from LTL 278 million at the beginning of the year to LTL 380 million at the end of September 2012. The average price of share during the reporting period was LTL 5.96 per 1 share. The share price during the last 12 months increased from LTL 4.90 to LTL 6.87 per share, or by 40%.

Apranga APB share price during 12 months period from 1st October 2011 to 30th September 2012:

img-0.jpeg

Information about members of the Management board on 30 September 2012:

Name, Surname Position Number of shares owned and part in the share capital Election date End of term
Darius Juozas Mockus Chairman of the Board 981 958
1.78% 30 04 2010 30 04 2014
Rimantas Perveneckas Member of the Board, General Director 1 000 000
1.81% 30 04 2010 30 04 2014
Ilona Simkuniene Member of the Board, Purchasing Director 49 573
0.09% 30 04 2010 30 04 2014
Ramunas Gaidamavicius Member of the Board, Development Director 5 000
0.01% 30 04 2010 30 04 2014
Vidas Lazickas Member of the Board 35 615
0.06% 29 04 2011 30 04 2014
Marijus Strončikas Member of the Board 4 365
0.01% 30 04 2010 30 04 2014

APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius

INTERIM CONSOLIDATED AND COMPANY'S FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012

(all tabular amounts are in LTL thousands unless otherwise stated)

STATEMENT OF COMPREHENSIVE INCOME

Note Group Company
9 months 2012 9 months 2011 9 months 2012 9 months 2011
Revenue 3 303 280 239 332 130 158 109 949
Cost of sales (163 878) (129 667) (80 486) (68 163)
Gross profit 139 402 109 665 49 672 41 786
Operating expenses (108 781) (92 237) (51 030) (43 713)
Other income 834 532 28 065 25 139
Net foreign exchange gain (loss) 67 (47) 60 (6)
Operating profit (loss) 31 522 17 913 26 767 23 206
Finance costs 6 (48) (147) (276) (338)
Profit (loss) before income tax 31 474 17 766 26 491 22 868
Income tax expense (4 836) (2 951) (1 174) (711)
Profit (loss) for the year 3 26 638 14 815 25 317 22 157
Other comprehensive income
Currency translation difference 133 364 - -
TOTAL COMPREHENSIVE INCOME 26 771 15 179 25 317 22 157
Basic and diluted earnings (losses) per share (in LTL) 0,48 0,27 0,46 0,40
Note Group Company
--- --- --- --- --- ---
Q3 2012 Q3 2011 Q3 2012 Q3 2011
Revenue 3 123 016 96 735 53 858 46 781
Cost of sales (66 777) (52 964) (35 681) (31 038)
Gross profit 56 239 43 771 18 177 15 743
General and administrative expenses (40 021) (33 857) (18 198) (15 839)
Other income 266 243 3 125 2 415
Net foreign exchange gain (loss) 48 (15) 46 (14)
Operating profit (loss) 16 532 10 142 3 150 2 305
Finance costs 6 (13) (46) (92) (98)
Profit (loss) before income tax 16 519 10 096 3 058 2 207
Income tax expense (2 223) (1 685) (516) (499)
Profit (loss) for the year 3 14 296 8 411 2 542 1 708
Other comprehensive income
Currency translation difference 87 327 - -
TOTAL COMPREHENSIVE INCOME 14 383 8 738 2 542 1 708
Basic and diluted earnings (losses) per share (in LTL) 0,26 0,16 0,05 0,03

Page 8 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius

INTERIM CONSOLIDATED AND COMPANY'S FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012

(all tabular amounts are in LTL thousands unless otherwise stated)

BALANCE SHEET

Note Group Company
30 09
2012 31 12
2011 30 09
2012 31 12
2011
ASSETS
Non-current assets
Property, plant and equipment 80 593 71 555 51 615 49 978
Intangible assets 384 608 280 445
Investments in subsidiaries - - 16 101 16 101
Prepayments 939 862 326 326
Trade and other receivables 136 151 136 151
82 052 73 176 68 458 67 001
Current assets
Inventories 91 163 64 034 47 825 37 035
Available for sale financial assets 5 13 080 10 510 13 080 10 510
Non-current assets held for sale 1 118 1 118 1 118 1 118
Prepayments 3 566 1 831 2 020 1 349
Trade and other receivables 2 356 2 440 22 192 13 393
Cash and cash equivalents 7 585 8 056 2 481 3 040
118 868 87 989 88 716 66 445
TOTAL ASSETS 3 200 920 161 165 157 174 133 446
EQUITY AND LIABILITIES
Equity
Ordinary shares 55 292 55 292 55 292 55 292
Legal reserve 4 612 3 262 4 612 3 262
Translation difference 21 92 - -
Retained earnings 69 490 64 456 47 001 43 492
129 415 123 102 106 905 102 046
Non-current liabilities
Deferred tax liabilities 3 063 3 763 1 551 1 335
Other liabilities 308 392 308 392
3 371 4 155 1 859 1 727
Current liabilities
Borrowings 6 4 697 1 178 18 963 14 053
Obligations under finance leases - 3 - -
Current income tax liability 4 588 972 970 79
Trade and other payables 58 849 31 755 28 477 15 541
68 134 33 908 48 410 29 673
Total liabilities 71 505 38 063 50 269 31 400
TOTAL EQUITY AND LIABILITIES 200 920 161 165 157 174 133 446

Page 9 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius

INTERIM CONSOLIDATED AND COMPANY'S FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012

(all tabular amounts are in LTL thousands unless otherwise stated)

STATEMENTS OF CHANGES IN EQUITY

GROUP Note Share capital Legal reserve Translation reserve Retained earnings Total
Balance at 1 January 2011 55 292 2 912 ( 385) 53 950 111 769
Comprehensive income
Profit for the 9 months 2011 14 815 14 815
Other comprehensive income
Currency translation difference - - ( 9) 373 364
Total comprehensive income - - ( 9) 15 188 15 179
Transactions with owners
Transfer to legal reserve - 350 - ( 350) -
Dividends paid - - - (13 823) (13 823)
Balance at 30 September 2011 55 292 3 262 ( 394) 54 965 113 125
Balance at 1 January 2012 55 292 3 262 92 64 456 123 102
Comprehensive income
Profit for the 9 months 2012 - - - 26 638 26 638
Other comprehensive income
Currency translation difference - - ( 71) 204 133
Total comprehensive income - - ( 71) 26 842 26 771
Transactions with owners
Transfer to legal reserve 8 - 1 350 - (1 350) -
Dividends paid 8 - - - (20 458) (20 458)
Balance at 30 September 2012 55 292 4 612 21 69 490 129 415
COMPANY Share capital Legal reserve Retained earnings Total
Balance at 1 January 2011 55 292 2 912 30 953 89 157
Comprehensive income
Profit for the 9 months 2011 - - 22 157 22 157
Transactions with owners
Transfer to legal reserve - 350 ( 350) -
Dividends paid - - (13 823) (13 823)
Balance at 30 September 2011 55 292 3 262 38 937 97 491
Balance at 1 January 2012 55 292 3 262 43 492 102 046
Comprehensive income
Profit for the 9 months 2012 - - 25 317 25 317
Transactions with owners
Transfer to legal reserve 8 - 1 350 (1 350) -
Dividends paid 8 - - (20 458) (20 458)
Balance at 30 September 2012 55 292 4 612 47 001 106 905

Page 10 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius

INTERIM CONSOLIDATED AND COMPANY'S FINANCIAL STATEMENTS

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012

(all tabular amounts are in LTL thousands unless otherwise stated)

STATEMENTS OF CASH FLOW

Note Group Company
9 months 2012 9 months 2011 9 months 2012 9 months 2011
OPERATING ACTIVITIES
Profit (loss) before income taxes 3 31 474 17 766 26 491 22 868
Adjustments for: - -
Depreciation and amortization 12 710 13 321 6 577 6 608
Impairment charge (54) - (54) -
Change in allowances for slow-moving inventories (1 467) (981) (210) (637)
Gain on disposal of property, plant and equipment (10) (22) (10) (22)
Write-off of property, plant and equipment 164 11 163 9
Dividends income - - (20 325) (19 218)
Interest expenses, net of interest income (371) 94 (162) 244
42 446 30 189 12 470 9 852
Changes in operating assets and liabilities:
Decrease (increase) in inventories (25 662) (31 394) (10 580) (15 873)
Decrease (increase) in receivables (1 713) (1 597) (7 269) (4 365)
Unrealized foreign exchange loss (gain) 133 364 - 6
Increase (decrease) in payables 26 837 22 468 12 693 12 970
Cash generated from operations 42 041 20 030 7 314 2 590
Income taxes paid (1 920) (2 086) (81) 2
Interest paid 6 (50) (147) (279) (338)
Net cash from operating activities 40 071 17 797 6 954 2 254
INVESTING ACTIVITIES
Interest received 561 53 579 94
Dividends received - - 20 325 19 218
Loans granted (86 500) (10 000) (106 049) (34 966)
Loans repayments received 86 500 10 000 103 863 36 064
Purchases of property, plant and equipment and intangible assets 4 (23 040) (6 260) (9 097) (3 265)
Proceeds on disposal of property, plant and equipment 4 1 416 380 949 876
Purchases of available-for-sale financial assets 5 (2 710) (6 153) (2 710) (6 153)
Investment in subsidiaries - - - (300)
Net cash used in investing activities (23 773) (11 980) 7 860 11 568
FINANCING ACTIVITIES
Dividends paid 8 (20 285) (13 823) (20 285) (13 823)
Proceeds from borrowings - 8 000 97 807 66 855
Repayments of borrowings - - (96 415) (66 224)
Repayments of obligations under finance leases (3) (7) - -
Net cash from financing activities (20 288) (5 830) (18 893) (13 192)
NET INCREASE (DECREASE) IN CASH AND BANK OVERDRAFTS (3 990) (13) (4 079) 630
CASH AND BANK OVERDRAFTS:
AT THE BEGINNING OF THE PERIOD 6 878 60 1 863 (2 739)
AT THE END OF THE PERIOD 2 888 47 (2 216) (2 109)

Page 11 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius
NOTES TO INTERIM CONSOLIDATED AND COMPANY'S FINANCIAL STATEMENTS
FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012
(all tabular amounts are in LTL thousands unless otherwise stated)

NOTES TO INTERIM CONSOLIDATED AND COMPANY'S FINANCIAL STATEMENTS

1. General information

APB Apranga, (hereinafter "the Company"), was incorporated and commenced its operations in March 1993. The Company's main office is situated in Kirtimu 51, Vilnius, Lithuania. The Company has legal form of public limited liability company under the Law on Companies of Republic of Lithuania. The principal activity of the Company and its subsidiaries (hereinafter "the Group") is retail trade of apparel.

At 30 September 2012 the Group consisted of the Company and the following 100% owned subsidiaries:

Name Country Headquarters Principal activity
UAB Apranga LT Lithuania Kirtimu 51, Vilnius Retail trade of apparel
UAB Apranga BPB LT Lithuania Kirtimu 51, Vilnius Retail trade of apparel
UAB Apranga PLT Lithuania Kirtimu 51, Vilnius Retail trade of apparel
UAB Apranga SLT Lithuania Kirtimu 51, Vilnius Retail trade of apparel
UAB Apranga MLT Lithuania Kirtimu 51, Vilnius Retail trade of apparel
SIA Apranga Latvia Elizabetes 51, Riga Retail trade of apparel
SIA Apranga LV Latvia Elizabetes 51, Riga Retail trade of apparel
SIA Apranga BPB LV Latvia Elizabetes 51, Riga Retail trade of apparel
SIA Apranga PLV Latvia Elizabetes 51, Riga Retail trade of apparel
SIA Apranga SLV Latvia Terbatas 30, Riga Retail trade of apparel
SIA Apranga MLV Latvia Terbatas 30, Riga Retail trade of apparel
OU Apranga¹ Estonia Pärnu mnt 10/Väike-Karja 12 Tallinn Retail trade of apparel
OU Apranga Estonia Estonia Pärnu mnt 10/Väike-Karja 12 Tallinn Retail trade of apparel
OU Apranga BEE Estonia Pärnu mnt 10/Väike-Karja 12 Tallinn Retail trade of apparel
OU Apranga PB Trade Estonia Pärnu mnt 10/Väike-Karja 12 Tallinn Retail trade of apparel
OU Apranga ST Retail Estonia Pärnu mnt 10/Väike-Karja 12 Tallinn Retail trade of apparel

¹ 100 % jointly with OU Apranga Estonia

All 55 291 960 ordinary shares of nominal value LTL 1 each (ISIN code LT0000102337) that comprise Company's share capital are listed on Baltic equity list of NASDAQ OMX Vilnius Stock Exchange.

At 30 September 2012 the Company had 3 251 shareholders. Company's shareholders which owned or had under management more than 5% of share capital were:

Shareholder Enterprise code Address Number of shares % of total ownership
UAB MG Baltic Investment 123249022 Jasinskio 16B, Vilnius, Lithuania 29 677 397 53,7%
Swedbank AS (Estonia) clients 10060701 Liivalaia 8 Tallinn, Estonia 7 609 080 13,8%
UAB Minvista 110685692 Jasinskio 16, Vilnius, Lithuania 4 191 380 7,6%
Swedish clients SEB 5020329081SE Sergels Torg 2, Stockholm, Sweden 3 045 363 5,5%

The ultimate parent company whose financial statements are available for public use is UAB Koncernas MG Baltic. The ultimate controlling individual of the Group is Mr. D. J. Mockus.

2. Basis of preparation and summary of main accounting policies

The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU.

The principle accounting policies applied in the preparation of Interim financial statements are the same to those applied in preparation of the Annual financial statements.

The applicable rates used for the balance sheet preparation were as follows:

Currency 30 09 2012 31 12 2011 30 09 2011
1 EUR = 3.4528 LTL 3.4528 LTL 3.4528 LTL
1 LVL = 4.9597 LTL 4.9421 LTL 4.8672 LTL

Page 12 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius
NOTES TO INTERIM CONSOLIDATED AND COMPANY'S FINANCIAL STATEMENTS
FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012
(all tabular amounts are in LTL thousands unless otherwise stated)

3. Segment information

Management has determined the operating segments based on the reports reviewed by the General Director and other 6 Directors (responsible for managing, marketing, human resources, purchases, development and finance) that are used to make strategic decisions.

All financial information, including the measure of profit and total assets, is analyzed on a country basis.

The segment information provided to the Directors for the reportable segments for the 9 months 2012 is as follows:

9 months 2012 Lithuania Latvia Estonia Total Inter-company eliminations Total in consolidated financial statements
Total segment revenue 210 356 76 083 40 459 326 898 -
Inter-segment revenue (20 428) (2 346) ( 844) (23 618) -
Revenue from external customers 189 928 73 737 39 615 303 280 - 303 280
Gross margin 45,5% 46,2% 47,5% 46,0% 46,0%
Profit (loss) for the year 14 960 6 925 4 753 26 638 - 26 638
Total assets 175 455 43 083 17 581 236 119 (35 199) 200 920
Additions to non-current assets (other than financial instruments and prepayments for leases) 10 638 8 593 2 608 21 839 ( 215) 21 624
9 months 2011 Lithuania Latvia Estonia Total Inter-company eliminations Total in consolidated financial statements
--- --- --- --- --- --- ---
Total segment revenue 168 332 58 461 33 192 259 985 -
Inter-segment revenue (17 813) (2 266) ( 574) (20 653) -
Revenue from external customers 150 519 56 195 32 618 239 332 - 239 332
Gross margin 45,3% 46,3% 47,1% 45,8% 45,8%
Profit for the year 8 328 3 529 2 958 14 815 - 14 815
Total assets 150 299 33 432 15 689 199 420 (22 497) 176 923
Additions to non-current assets (other than financial instruments and prepayments for leases) 3 413 2 058 409 5 880 5 880

4. Investments into non-current assets

Net investments of the Group amounted to LTL 21.6 million in first nine months of 2012 (LTL 11.2 million in 3rd quarter 2012). The Company totally invested LTL 8.1 million in first nine months of 2012. Daughter companies' investments into development of the retail network amounted to LTL 13.5 million.

5. Investments into financial assets

In third quarter 2012 the Company has acquired the Lithuanian Government issued the long-term bonds denominated in Litas, which are recorded as Available-for-sale financial assets. Total amount acquired for LTL 2.7 million. Total investments in the Lithuanian Government issued the long-term bonds amounted to LTL 13.1 million on 30 September 2012.

Page 13 of 14


APB APRANGA, company's code 121933274, Kirtimu 51, Vilnius
NOTES TO INTERIM CONSOLIDATED AND COMPANY'S FINANCIAL STATEMENTS
FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2012
(all tabular amounts are in LTL thousands unless otherwise stated)

6. Borrowings

In November 2011, the Company and SEB bank have signed the amendment to agreement which modified the previous contract on the credit line. According to it, the Group was provided a credit line of LTL 60 000 thousand in order to finance the working capital, issuing guarantees and opening letters of credit. The credit line expires on 30 November 2012 (the bank is obliged to extend the term of the contract for an additional one year period if the Company complies with the obligations imposed). The interests are paid for the amount used and the interest rate is calculated as 1-night VILIBOR plus margin. There is fixed interest rate set for amount used for the issuance of guarantees and letters of credit.

In June 2012, the Company and NORDEA bank have signed the amendment to the overdraft facility and general agreement on bank's guarantees. Under this amendment, the Group granted EUR 5 000 thousand credit line extended until 30 June 2014. For the drawdown amount of LTL portion of the credit line a floating interest rate calculated as the 1-week VILIBOR plus margin is being paid, and for the drawdown amount of EUR portion of the credit line a floating interest rate calculated as the EONIA plus margin is being paid. There is fixed interest rate set for amount used for the issuance of guarantees.

7. Guarantees and letters of credit

As of 30 September 2012 guarantees issued by the credit institutions on behalf of the Company to secure the obligations of its subsidiaries to their suppliers totaled LTL 29 332 thousand (31 December 2011: LTL 24 774 thousand). The letters of credit and guarantees provided to suppliers by the credit institutions on behalf of the Group as of 30 September 2012 amounted to LTL 36 777 thousand (31 December 2011: LTL 32 388 thousand).

As of 30 September 2012 the Company's guarantees issued to secure the obligations of its subsidiaries to their suppliers totaled LTL 1 725 thousand (31 December 2011: LTL 1 278 thousand).

8. Profit distribution

On 27 April 2012 the Company's shareholders' meeting decided to pay out LTL 20 458 thousand in dividends, LTL 720 thousand annual bonuses and to allocate LTL 1 350 thousand to the legal reserve.

9. Revised operating plans

According to on October 2012 revised operating plans Apranga Group is planning to reach the retail turnover (including VAT) of LTL 520.0 million in the year 2012.


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