Quarterly Report • Oct 19, 2021
Quarterly Report
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Commercial name AS Baltika Commercial registry number 10144415 Legal address Valukoja 10, Tallinn 11415, Estonia Phone +372 630 2700 E-mail [email protected] Web page www.baltikagroup.com Main activities Design, development and sales arrangement of the fashion brands of clothing Auditor AS PricewaterhouseCoopers Financial year 1 January 2021 – 31 December 2021 Reporting period 1 January 2021 – 30 September 2021
| Brief description of Baltika Group 3 | |||||
|---|---|---|---|---|---|
| Management board's confirmation of the management report3 | |||||
| Interim financial statements11 | |||||
| Consolidated statement of financial position 12 | |||||
| Consolidated statement of profit and loss and comprehensive income13 | |||||
| Consolidated cash flow statement14 | |||||
| Consolidated statement of changes in equity15 | |||||
| Notes to consolidated interim report 16 | |||||
| NOTE 1 | Accounting policies and methods used in the preparation of the interim report 16 | ||||
| NOTE 2 | Financial risks 16 | ||||
| NOTE 3 | Cash and cash equivalents20 | ||||
| NOTE 4 | Trade and other receivables 20 | ||||
| NOTE 5 | Inventories 21 | ||||
| NOTE 6 | Poperty, plant and equipment22 | ||||
| NOTE 7 | Intangible assets 22 | ||||
| NOTE 8 | Finance lease23 | ||||
| NOTE 9 | Borrowings 24 | ||||
| NOTE 10 | Trade and other payables25 | ||||
| NOTE 11 | Provisions 25 | ||||
| NOTE 12 | Equity26 | ||||
| NOTE 13 | Segments26 | ||||
| NOTE 14 | Revenue 28 | ||||
| NOTE 15 | Cost of goods sold29 | ||||
| NOTE 16 | Distribution costs29 | ||||
| NOTE 17 | Administrative and general expenses 29 | ||||
| NOTE 18 | Other operating income and expenses30 | ||||
| NOTE 19 | Finance costs30 | ||||
| NOTE 20 | Earnings per share 30 | ||||
| NOTE 21 | Related parties 30 | ||||
| AS Baltika Supervisory Board 32 | |||||
| AS Baltika Management Board 33 |
Baltika Group, with the parent company AS Baltika, is an international fashion retailer. Baltika develops and operates fashion brands: Monton, Baltman and Ivo Nikkolo. Baltika employs a business model, which means that it controls various stages of the fashion process: design, supply chain management, distribution/logistics and retail.
The shares of AS Baltika are listed on the Nasdaq Tallinn Stock Exchange that is part of the NASDAQ exchange group.
As at 30st September 2021 the Group employed 198 people (31 December 2020: 277).
The parent company is located and has been registered at Valukoja 10 in Tallinn, Estonia.
The Group consists of the following companies:
| Subsidiary | Location | Activity | Holding as at 30 September 2021 |
Holding as at 30 June 2021 |
|---|---|---|---|---|
| OÜ Baltika Retail | Estonia | In liquidation | 100% | 100% |
| OÜ Baltman | Estonia | Retail | 100% | 100% |
| SIA Baltika Latvija1 | Latvia | Retail | 100% | 100% |
| UAB Baltika Lietuva1 | Lithuania | Retail | 100% | 100% |
1 Interest through a subsidiary.
Baltika Group ended the third quarter with a net loss of 392 thousand euros, which included one-off costs of 310 thousand euros mostly due to 8 store closures done during Q3 2021. The loss for the same period last year was 516 thousand euros.
The Group's sales revenue for the third quarter was 3,817 thousand euros, decreasing by 33% compared to the same period last year. The main reasons of the decrease in retail sales were represented by the closures of 37 unprofitable stores done in the meantime all over Baltics as well as a delay in the arrival of goods in stores due to global supply problems, which had a negative impact on our sales results particularly during August and September.
E-com sales revenue in the third quarter 2021 decreased by 21% for approximately 84 thousand euro, mostly driven by the logical shift towards off-line stores due to the easing of all restrictions during third quarter. However, the 9 month results still show strong sales growth of 6% and 22% increase in gross profit compared to the same period last year, despite the company's strategic decision to discontinue the Monton and Baltman brands.
The gross profit for the quarter was 1,920 thousand euros, decreasing by 963 thousand euros compared to the same period of the previous year (Q3 2020: 2,884 thousand euros) in line with the sales decrease as logic consequence of lower number of stores managed in our Group portfolio. The company's gross profit margin was 50,3% in the third quarter, which is 0,6 percentage points lower than the margin of the third quarter of the previous year (Q3 2020: 50,9%). The decrease in gross profit is mostly due to the sale of residual Baltman stock in our existing stores all over Baltics and in particular in the Estonian market.
The Group's distribution and administrative expenses in the third quarter were 2,590 thousand euros, decreasing by 16% i.e., 498 thousand euros compared to the same period last year. More than 60% of the decrease in expense were related to cost reductions in retail business, in particular with decrease in payroll costs by 24% compared to the same period last year.
In the first 9 months of the year, the group's revenue decreased by 41% compared to the same period last year to 9,156 thousand euros. Retail sales revenue decreased by 46%, while e-store sales revenue increased by 6%. The Group's 9 month result shows a loss, mainly caused by a negative impact of one costs due to 26 store closures executed during last 9 months and also by COVID-19 restrictions in all Baltic countries which have affected our business already from 1 January 2021 until the end of May 2021. During third quarter our Omnichannel (on-line and off-line stores) has been affected also by well known global supply issues, which meant that seasonal autumn goods did not reach the our retail network and e-store on time as orignally planned.
Baltika Group focus during third quarter 2021 was to optimise even further the whole store network with some important unprofitable store closures across the Baltics and to keep under strict control all operating expenses as well as on the renewed Ivo Nikkolo brand launch.
Baltika's third quarter revenue was 3,817 thousand euros, which was 33% lower compared to the same period last year. The decline in retail sales was mostly caused firstly by the smaller number of stores managed by our Group (72 stores at 30th September 2020 vs 35 stores at 30th September 2021), secondly by some relevant global supply issues which have caused delay with new Autumn Winter arrival in-stores and thirdly by the largely expected decline in the share of men's clothing due to the strategic Group decision to discontinue with Monton and Baltman. At the same time, e-commerce sales were decreased by 21% in the third quarter compared to the same period last year, as restrictions were eased, and more shopping interest was directed back towards off-line stores.
| EUR thousand | 3 Q 2021 | 3 Q 2020 | +/- | 9M 2021 | 9M 2020 | +/- |
|---|---|---|---|---|---|---|
| Retail | 3,492 | 5,204 | -33% | 7,390 | 13,595 | -46% |
| E-com sales | 310 | 395 | -21% | 1,658 | 1,561 | 6% |
| Other | 15 | 59 | -75% | 108 | 346 | -69% |
| Total | 3,817 | 5,658 | -33% | 9,156 | 15,502 | -41% |
As at 30th of Septmber 2021, the Group had 35 stores. During the third quarter, the number of stores decreased by 8. Baltika Group closed in Estonia 4, in Latvia 1 and in Lithuania 3 stores. Group average selling area decreased by 36% compared to third quarter 2020.
| 30 Sept 2021 | 30 Sept 2020 | Average area change* | |
|---|---|---|---|
| Estonia | 17 | 30 | -28% |
| Lithuania | 9 | 26 | -52% |
| Latvia | 9 | 16 | -30% |
| Total stores | 35 | 72 | -51% |
| Total sales area, sqm | 9,547 | 15,004 | -36% |
*Yearly average area change also considered the time store is closed for renovation or closings due to COVID-19 restrictions.
| 3 Q 2021 | 3 Q 2020 | +/- | 9M 2021 | 9M 2020 | +/- | |
|---|---|---|---|---|---|---|
| Estonia | 105 | 125 | -16% | 108 | 127 | -15% |
| Lithuania | 102 | 98 | 4% | 106 | 97 | 9% |
| Latvia | 98 | 122 | -19% | 100 | 120 | -16% |
| Total | 103 | 116 | -11% | 106 | 115 | -8% |
Retail sales for the third quarter were 3,492 thousand euros, decreasing by 33% compared to the same period last year with 37 less stores.
| EUR thousand | 3 Q 2021 | 3 Q 2020 | +/- | Share | 9M 2021 | 9M 2020 | +/- | Share |
|---|---|---|---|---|---|---|---|---|
| Estonia | 1,775 | 2,496 | -29% | 50% | 4,600 | 6,485 | -29% | 62% |
| Lithuania | 858 | 1 435 | -40% | 25% | 1,622 | 3,841 | -58% | 22% |
| Latvia | 860 | 1 273 | -32% | 25% | 1,168 | 3,231 | -64% | 16% |
| Total | 3,492 | 5,204 | -33% | 100% | 7,390 | 13,595 | -46% | 100% |
Ivo Nikkolo sales revenue in the third quarter was 2,404 thousand euros, increasing by 288% compared to same period last year. Ivo Nikkolo brand accounts for the largest share, with the sales revenue representing 69% of retail sales in the third quarter. Ivo Nikkolo sales increase is in correlation with the Baltika Group's strategy to continue only with one Womenswear Ivo Nikkolo brand
Monton's sales revenue for the third quarter was 913 thousand euros, decreasing by 77% compared to the same period last year in line with the strategic decision to discontinue with this brand.
Baltman's third quarter sales decreased by 73% compared to the same period last year. Baltman brand sales decrease relates to the Baltika Group's strategy to discontinue with this brand.
| EUR thousand | 3 Q 2021 | 3 Q 2020 | +/- | Share | 9M 2021 | 9M 2020 | +/- | Share |
|---|---|---|---|---|---|---|---|---|
| Monton | 913 | 3,944 | -77% | 26% | 2,853 | 9,438 | -70% | 39% |
| Mosaic | 0 | 0 | 0% | 0% | 28 | 941 | -97% | 0% |
| Baltman | 175 | 640 | -73% | 5% | 692 | 1,681 | -59% | 9% |
| Ivo Nikkolo | 2,404 | 619 | 288% | 69% | 3,817 | 1,530 | 149% | 52% |
| Bastion | 0 | 0 | 0% | 0% | 0 | 6 | -100% | 0% |
| Total | 3,492 | 5,204 | -33% | 100% | 7,390 | 13,595 | -46% | 100% |
The sales revenue of Baltika Group's e-store in the third quarter decreased by 21% compared to the same period last year and was 395 thousand euros. E-store sales revenue in third quarter was influenced by important shift towards Baltika Group's e-commerce omni-channel strategy. Baltika Group's e-store is turned to mono-brand store with focus on full price sales of Ivo Nikkolo collection. As a result, Ivo Nikkolo brand sales increased by 149% in third quarter and by 80% in the first nine months compared same period last year.
The gross profit for the quarter was 1,920 thousand euros, decreasing by 963 thousand euros compared to the same period of the previous year (Q3 2020: 2,884 thousand euros) in line with the sales decrease. The company's gross profit margin was 50.3% in the third quarter, which is 0,6 percentage points lower than the margin of the third quarter of the previous year (Q3 2020: 50.9%).
The Group's distribution and administrative expenses in the third quarter were 2,590 thousand euros, decreasing by 17% i.e., 498 thousand euros compared to the same period last year. Over 60% of the decrease in expense relates to reduction in retail costs, majority due to closure of Baltika brands stores.
Net financial expenses were 91 thousand euros in the quarter, which is 103 thousand euros less than in the same period last year. The decrease in financial expenses is related to the restructuring of interestbearing debt obligations of creditors in accordance with the reorganization plan and agreement to restructure the related party loans as subordinated loans.
The net loss for the quarter was 392 thousand euros which compared to the same period last year (Q3 2020: 516 thousand euros) shows an improvements of 124 thousand euros (including all one-off cost impact).
As at 30th of September 2021, Baltika Group's cash and cash equivalents amounted to 773 thousand euros (1,427 thousand euros as at 31st of December 2020). The decrease in cash and cash-equivalents relates to financing operating expenses.
At the end of the quarter, the Group's inventories totalled 2,954 thousand euros, decreasing by 513 thousand euros, i.e., 15% compared to the end of the previous year. The amount remained relatively stable as there was limited buying done and hence the stock level remains optimal despite the long, unexpected closure of offline stores.
Fixed assets were acquired in the third quarter for 81 thousand euros and depreciation was 119 thousand euros. The residual value of fixed assets has decreased by 321 thousand euros compared to the end of the previous year and was 1,494 thousand euros.
Right of use assets as at 30th of September 2021 amounted to 6,484 thousand euros. The assets have decreased by 2,716 thousand euros compared to year end, whereby 2,475 thousand euros relates to depreciation, 975 thousand euros is finished contracts and new contracts in the amount of 735 thousand euros.
As at 30th of September 2021, the total debt was 10,856 thousand euros, which together with the change in overdraft means a similar level compared to the end of the previous year (31.12.2020: 10,341 thousand euros).
As at 30th of September 2021 the Group equity was 703 thousand euros due to the loss accumulated in particular during the first and third quarter. With this Baltika Group is not compliant with Commercial Code requirement of equity being 50% from share capital. Baltika Management Board is already working on a very specific and detailed plan to ensure the equity gap will be fully filled by the end of this year.
Cash flow from operating activities in the third quarter was 974 thousand euros (Q3 2020: 171 thousand euros) as majority of trade payables outstanding from the second quarter were paid off. In the third quarter, 92 thousand euros were put into investment activities. Financing activities shows 881 thousand euros. The Group's total cash flow for the third quarter was 1 thousand euros which despite COVID-19 negative impacts on the business, shows again an improvement of more than 316 thousand euro compared to same period last year (Q3 2020: -315 thousand euros).
As at 30th of September 2021, Group's net debt (interest-bearing debt less cash and cash equivalents) was 10,083 thousand euros, which is 1,169 euros more than at the end of the previous year. The increase in net debt is mainly related to use of overdraft due to first quarter loss. The net debt to equity
ratio as of 30th of September 2021 was 1,436% (31st of December 2020: 329%). The Group's liquidity ratio has gone down over the quarter (30th of September 2021 and 31 December 2020) from 0.96 to 0.70 due to a decrease in current assets.
As at 30th of September 2021 Baltika Group employed 198 people, which is 79 people less than at 31st of December 2020 (277), there of 157 (31.12.2020: 225) in the retail system, and 41 (31.12.2020: 52) at the head office and logistics centre.
Baltika Group employees' remuneration expense in 9 months of the year amounted to 2,369 thousand euros (Q3 of 2020: 3,910 thousand euros).
| Q3 2021 | Q3 2020 | Q3 2019 | Q3 2018 | Q3 2017 | |
|---|---|---|---|---|---|
| Revenue (EUR thousand) | 3,817 | 5,658 | 9,758 | 11,026 | 12,001 |
| Retail sales (EUR thousand) | 3,492 | 5,204 | 8,835 | 9,404 | 9,435 |
| Share of retail sales in revenue | 91.5% | 92.0% | 90.5% | 85.3% | 78.6% |
| Gross margin | 50.3% | 51.0% | 45.9% | 45.6% | 4.0% |
| EBITDA (EUR thousand) | 534 | 803 | 845 | -407 | -36 |
| Net profit (EUR thousand) | -392 | -516 | -1 242 | -814 | -471 |
| EBITDA margin | 14.0% | 14.2% | 8.7% | -3.7% | -0.3% |
| Operating margin | -7.9% | -5.7% | -9.4% | -6.1% | -2.9% |
| EBT margin | -10.3% | -9.1% | -12.7% | -7.4% | -3.9% |
| Net margin | -10.3% | -9.1% | -12.7% | -7.4% | -3.9% |
| Sales activity key figures | 9M and 30 Sept 2021 |
9M and 30 Sept 2020 |
9M and 30 Sept 2019 |
9M and 30 Sept 2018 |
9M and 30 Sept 2017 |
|---|---|---|---|---|---|
| Revenue (EUR thousand) | 9,156 | 15,502 | 29,491 | 32,410 | 34,490 |
| Retail sales (EUR thousand) | 7,390 | 13,595 | 26,272 | 27,257 | 27,850 |
| Share of retail sales in revenue | 80.7% | 87.7% | 89.1% | 84.1% | 80.7% |
| Share of exports in revenue | 48.3% | 50.3% | 53.4% | 55.1% | 56.3% |
| Number of stores in retail | 35 | 72 | 84 | 93 | 93 |
| Number of stores | 35 | 72 | 84 | 120 | 125 |
| Sales area (sqm) (end of period) | 9,547 | 15,004 | 16,321 | 17,416 | 17,299 |
| Number of employees (end of period) | 198 | 381 | 841 | 991 | 1,025 |
| Gross margin | 48.6% | 48.1% | 49.7% | 49.2% | 48.0% |
| EBITDA (EUR thousand) | 1,152 | 6,090 | 3,021 | -457 | 457 |
| Net profit (EUR thousand) | -2,011 | 975 | -3,300 | -1,669 | -862 |
| EBITDA margin | 12.6% | 39.3% | 10.2% | -1.4% | 1.3% |
| Operating margin | -19.2% | 10.4% | -7.6% | -3.9% | -1.4% |
| EBT margin | -22.0% | 6.3% | -11.2% | -5.1% | -2.5% |
| Net margin | -22.0% | 6.3% | -11.2% | -5.1% | -2.5% |
| Inventory turnover | 3,78 | 1,99 | 2,78 | 2,05 | 2,14 |
| Other ratios | |||||
| Current ratio | 0,7 | 0.96 | 0,88 | 1,1 | 1,5 |
| Net gearing ratio | 1,436.0% | 1,466.0% | 1,359.0% | 266.7% | 215.3% |
| Consolidated interim report for the III quarter and 9 months of 2021 (in thousand euros, unaudited) | |||||
|---|---|---|---|---|---|
| Return on equity | -139.5% | 80.9% | 384.3% | -38.3% | -19.1% |
| Return on assets | -12.9% | 3.8% | -12.1% | -9.1% | -4.5% |
EBITDA = Operating profit-amortisation depreciation and loss from disposal of fixed assets EBITDA margin = EBITDA÷Revenue Gross margin = (Revenue-Cost of goods sold)÷Revenue Operating margin = Operating profit÷Revenue EBT margin = Profit before income tax÷Revenue Net margin = Net profit (attributable to parent)÷Revenue Current ratio = Current assets÷Current liabilities Inventory turnover = Cost of goods sold÷Average inventories* Net gearing ratio = (Interest-bearing liabilities-cash and cash equivalents)÷Equity Return on equity (ROE) = Net profit÷Average equity* Return on assets (ROA) = Net profit÷Average total assets*
*Based on 12-month average

Consolidated interim report for the III quarter and 9 months of 2021 (in thousand euros, unaudited)
MANAGEMENT BOARD'S CONFIRMATION OF THE MANAGEMENT REPORT
The Management Board confirms that the management report presents a true and fair view of all significant events that occurred during the reporting period as well as their impact on the condensed consolidated interim financial statements; includes the description of major risks and doubts influencing the remainder of the financial year; and provides an overview of all significant transactions with related parties.
Flavio Perini Chairman of Management Board, CEO 18 October 2021
Brigitta Kippak Member of Management Board, COO 18 October 2021
INTERIM FINANCIAL STATEMENTS
MANAGEMENT BOARD'S CONFIRMATION OF THE FINANCIAL STATEMENTS
The Management Board confirms the correctness and completeness of AS Baltika's consolidated interim report for the third quarter and 9 months of 2021 as presented on pages 11-31.
The Management Board confirms that:
Flavio Perini Chairman of Management Board, CEO 18 October 2021
Brigitta Kippak Member of Management Board, COO 18 October 2021
| Note | 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|---|
| ASSETS | |||
| Current assets | |||
| Cash and cash equivalents | 3 | 773 | 1,427 |
| Trade and other receivables | 4 | 190 | 318 |
| Inventories | 5 | 2,954 | 3,467 |
| Total current assets | 3,917 | 5,212 | |
| Non-current assets | |||
| Deferred income tax asset | 140 | 140 | |
| Other non-current assets | 4 | 149 | 111 |
| Property, plant and equipment | 6 | 919 | 1,218 |
| Right-of-use assets | 8 | 6,484 | 9,199 |
| Intangible assets | 7 | 572 | 597 |
| Total non-current assets | 8,264 | 11,255 | |
| TOTAL ASSETS | 12,181 | 16,477 | |
| LIABILITIES AND EQUITY | |||
| Current liabilities | |||
| Borrowings | 9 | 358 | 252 |
| Lease liabilities | 8 | 1,955 | 3,127 |
| Trade and other payables | 10,11 | 3,083 | 3,019 |
| Total current liabilities | 5,396 | 6,398 | |
| Non-current liabilities | |||
| Borrowings | 9 | 1,259 | 874 |
| Lease liabilities | 8 | 4,824 | 6,493 |
| Total non-current liabilities | 6,083 | 7,367 | |
| TOTAL LIABILITIES | 11,479 | 13,765 | |
| EQUITY | |||
| Share capital at par value | 12 | 5,408 | 5,408 |
| Reserves | 12 | 3,931 | 3,931 |
| Retained earnings | -6,627 | -6,250 | |
| Net profit (loss) for the period | -2,010 | - 377 | |
| TOTAL EQUITY | 702 | 2,712 | |
| TOTAL LIABILITIES AND EQUITY | 12,181 | 16,477 |
| Note | 3Q 2021 | 3Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|---|
| Revenue | 13,14 | 3,817 | 5,658 | 9,156 | 15,502 |
| Cost of goods sold | 15 | -1,896 | -2,774 | -4,707 | -8,048 |
| Gross profit | 1,921 | 2,884 | 4,449 | 7,454 | |
| Distribution costs | 16 | -2,287 | -2,806 | -3,837 | -7,006 |
| Administrative and general expenses | 17 | -303 | -718 | -835 | -1,510 |
| Other operating income (-expense) | 18 | 369 | 5,841 | 685 | 5,878 |
| Operating profit (loss) | -300 | 4,139 | -1,459 | 1,931 | |
| Finance costs | 19 | -92 | -194 | -251 | -635 |
| Profit (loss) before income tax | -392 | -516 | -2,010 | 975 | |
| Income tax expense | 0 | 0 | 0 | 0 | |
| Net profit (loss) for the period | -392 | -516 | -2,010 | 975 | |
| Total comprehensive income (loss) for the period |
-392 | -516 | -2,010 | 975 | |
| Basic earnings per share from net profit (loss) for the period, EUR |
20 | -0.01 | -0.01 | -0.04 | 0.02 |
| Diluted earnings per share from net profit (loss) for the period, EUR |
20 | -0.01 | -0.01 | -0.04 | 0.02 |
| Note | 3Q 2021 | 3Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|---|
| Cash flows from operating activities | |||||
| Operating profit (loss) | -300 | -322 | -1,759 | 1,610 | |
| Adjustments: | |||||
| Depreciation, amortisation and impairment of PPE and | |||||
| intangibles | 15-17 | 810 | 1,122 | 2,883 | 3,109 |
| Gain (loss) from sale, impairment of PPE, non-current | |||||
| assets, net | 28 | 17 | 15 | 48 | |
| Other non-monetary adjustments | 0 | 0 | 0 | -3,444* | |
| Changes in working capital: | |||||
| Change in trade and other receivables | 4 | -41 | 147 | 90 | 441 |
| Change in inventories | 5 | 172 | 1,898 | 513 | 2,289 |
| Change in trade and other payables | 10 | 308 | -2,667 | 64 | -735 |
| Interest paid and other financial expense | -3 | -24 | -6 | -104 | |
| Net cash generated from operating activities | 974 | 171 | 1 828 | 3,214 | |
| Cash flows from investing activities | |||||
| Acquisition of property, plant and equipment, intangibles | 6, 7 | -92 | -64 | -169 | -289 |
| Proceeds from disposal of PPE | 0 | 0 | 0 | 33 | |
| Net cash used in investing activities | -92 | -64 | -169 | -256 | |
| Cash flows from financing activities | |||||
| Received borrowings | 9 | 0 | 2,550 | 0 | 3,550 |
| Repayments of borrowings | 9 | -89 | 0 | -204 | -116 |
| Change in bank overdraft | 9 | 33 | -1,714 | 718 | -957 |
| Finance lease payments | 8 | 0 | 0 | -4 | 0 |
| Repayments of lease liabilities, principle | 8 | -747 | -1,092 | -2,613 | -4,069 |
| Repayments of lease liabilities, interest | -78 | -166 | -210 | -544 | |
| Net cash generated from (used in) financing activities | -881 | -422 | -2,313 | -2,136 | |
| Total cash flows | 1 | -315 | -654 | 822 | |
| Cash and cash equivalents at the beginning of the period | 3 | 772 | 1,400 | 1 427 | 263 |
| Cash and cash equivalents at the end of the period | 3 | 773 | 1,085 | 773 | 1,085 |
| Change in cash and cash equivalents | 1 | -315 | -654 | 822 |
*Other non-monetary adjustments relates to restructuring of allocated loan
| Share capital |
Reserves | Retained earnings |
Total | |
|---|---|---|---|---|
| Balance as at 31 December 2019 | 5,408 | 4,045 | -6,250 | 3,203 |
| Loss for the period | 0 | 0 | 975 | 975 |
| Total comprehensive income | 0 | 0 | 975 | 975 |
| Reduction of the nominal value of a share | 0 | -3,225 | 0 | -3,225 |
| Balance as at 30 September 2020 | 5,408 | 820 | -5,275 | 953 |
| Balance as at 31 December 2020 | 5,408 | 3,931 | -6,627 | 2,712 |
| Loss for the period | 0 | 0 | -2,010 | -2,010 |
| Total comprehensive income | 0 | 0 | -2,010 | -2,010 |
| Balance as at 30 September 2021 | 5,408 | 3,931 | -8,637 | 702 |
The Baltika Group, with the parent company AS Baltika, is an international fashion retailer that develops and operates fashion brand Ivo Nikkolo. As a strategic decision, we stopped developing the Monton and Baltman brands.
The Group employes a business model that controls the following stages of the fashion process: design, supply chain management, logistics and whole-, franchise- and retail sales. AS Baltika's shares are listed on the Nasdaq Tallinn Stock Exchange. The largest shareholder and the only company holding more than 20% of shares (Note 12) of AS Baltika is KJK Fund Sicav-SIF (on ING Luxembourg S.A. account).
The Group's condensed consolidated interim report for the first quarter ended 30 September 2021 has been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union. The interim report should be read in conjunction with the Group's consolidated annual financial statements for the year ended 31 December 2020, which has been prepared in accordance with International Financial Reporting Standards. The interim report has been prepared in accordance with the principal accounting policies applied in the preparation of the Group's consolidated financial statements for the year ended 31 December 2020.
All information in the financial statements is presented in thousands of euros, unless stated otherwise.
This interim report has not been audited or otherwise reviewed by auditors and includes only the Group's consolidated reports and does not include all of the information required for full annual financial statements.
In its daily activities, the Group is exposed to different types of risks. Risk management is an important and integral part of the business activities of the Group. The Group's ability to identify, measure and control different risks is a key variable for the Group's profitability. The Group's management defines risk as a potential negative deviation from the expected financial results. The main risk factors are market (including currency risk, interest rate risk and price risk), credit, liquidity, and operational risks. Management of the Group's Parent company considers all the risks as significant risks for the Group. The Group uses the ability to regulate retail prices, reduces expenses and if necessary, restructures the Group's internal transactions to hedge certain risk exposures.
The basis for risk management in the Group are the requirements set by the Nasdaq Tallinn, the Financial Supervision Authority and other regulatory bodies, adherence to generally accepted accounting principles, as well as the company's internal regulations and risk policies. Overall risk management includes identification, measurement and control of risks. The management of the Parent company plays a major role in managing risks and approving risk procedures. The Supervisory Board of the Group's Parent company monitors the management's risk management activities.
In 2021 and 2020 all sales were made in euros. The Group's foreign exchange risk is related to purchases done in foreign currencies. Most raw materials used in production are acquired from the European Union and goods purchased for resale are acquired outside of the European Union. The main currencies used for purchases are EUR (euro) and USD (US dollar).
The Group's results are affected by the fluctuations in foreign currency rates. The changes in average foreign currency rates against the euro in the reporting period were the following:
| Average currencies | III Q 2021 | III Q 2020 |
|---|---|---|
| USD (US dollar) | 9.85% | 3.76% |
The changes in foreign currency rates against the euro between balance-sheet dates were the following:
| Balance-sheet date rates (30.09.2021; 31.12.2020) | |
|---|---|
| USD (US dollar) | -3.70% |
Cash and cash equivalents (Note 3), trade receivables (Note 4) and borrowings (Note 9) are in euro and thereof not open to foreign exchange risk. Trade payables (Note 10) are also in foreign currency and therefore open to foreign exchange risk.
The Management monitors changes of foreign currency constantly and assesses if the changes exceed the risk tolerance determined by the Group. If feasible, foreign currencies collected are used for the settling of liabilities denominated in the same currency.
As the Group's cash and cash equivalents carry fixed interest rate and the Group has no other significant interest carrying assets, the Group's income and operating cash flows are substantially independent of changes in market interest rates.
The Group's interest rate risk arises mainly from current and non-current borrowings issued at floating interest rate and thus exposing the Group to cash flow interest rate risk. Interest rate risk is primarily caused by the potential fluctuations of Euribor and the changing of the average interest rates of banks. The Group's risk margins have not changed significantly and correspond to market conditions.
Non-current borrowings in the amount of 1 164 thousand euros at 30 September 2021 and 778 thousand euros at 31 December 2020 were subject to a floating 6-month interest rate based on Euribor. The remaining non-current borrowings at 30 September 2021 in the amount of 6,484 thousand euros and 9,199 thousand euros at 31 December 2020 are the present value of the lease liabilities recognized under IFRS 16, discounted at an average interest rate of 5%. The Group analyses its interest rate exposure on a regular basis. Various scenarios are simulated taking into consideration refinancing, renewal of existing positions and alternative financing.
During the financial year and the previous financial year, the Group´s management evaluated and recognised the extent of the interest rate risk. However, the Group uses no hedging instruments to manage the risks arising from fluctuations in interest rates, as it finds the extent of the interest-rate risk to be insignificant.
The Group is not exposed to the price risk with respect to financial instruments as it does not hold any equity securities.
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions as well as all outstanding trade receivables.
For banks and financial institutions, mostly independently rated parties with a minimum rating of "A" are accepted as long-term counterparties in the Baltic states and Finland.
As at 30 September 2021 the maximum exposure to credit risk from trade receivables (Note 4) and other non-current assets (Note 4) amounted to 75 thousand euros (31 December 2020: 230 thousand euros) on a net basis after allowances.
Sales to retail customers are settled in cash or using major credit cards, thus no credit risk is involved with retail clients, except the risk arising from banks and financial institutions selected as approved counterparties.
Liquidity risk is the potential risk that the Group has limited or insufficient financial (cash) resources to meet the obligations arising from the Group's activities. Management monitors the sufficiency of cash and cash equivalents to settle liabilities and finance the Group's strategic goals on a regular basis by using rolling cash forecasts.
The Group´s working capital is negative as at the end of the year as a result of the lease accounting. Due to IFRS 16 the next twelve months´ lease payments are recorded as short-term liabilities as of 31 December 2020 while the leased assets are non-current assets by the nature.
To manage liquidity risks, the Group uses different financing instruments such as bank loans, overdrafts, commercial bond issues, issuance of additional shares and monitors the terms of receivables and purchase contracts. The unused limit of the Group´s overdraft facilities as at 30 September 2021 was 2,282 thousand euros (31 December 2020: 3,000 thousand euros). Management is on the opinion that negative working capital does not pose a risk for Group in meeting its obligations in 2021.
| Undiscounted cash flows1 | ||||
|---|---|---|---|---|
| Carrying amount |
1-12 months |
1-5 years |
Total | |
| Loans (Note 9)2 | 1,615 | 371 | 1,304 | 1,675 |
| Finance lease liabilities (Note 8) | 6,779 | 2,607 | 4,670 | 7,277 |
| Trade payables (Note 10) | 1,531 | 1,531 | 0 | 1,531 |
| Other financial liabilities | 135 | 135 | 0 | 135 |
| Total | 10,060 | 4,644 | 5,974 | 10,618 |
| Undiscounted cash flows1 | ||||
|---|---|---|---|---|
| Carrying amount |
1-12 months |
1-5 years |
Total | |
| Loans (Note 9)2 | 1,101 | 246 | 869 | 1,115 |
| Lease liabilities (Note 8) | 9,620 | 3,761 | 6,650 | 10,411 |
| Trade payables (Note 10) | 1,044 | 999 | 45 | 1,044 |
| Other financial liabilities | 60 | 60 | 0 | 60 |
| Total | 11,825 | 5,066 | 7,564 | 12,630 |
1For interest bearing borrowings carrying a floating interest rate based on Euribor, the last applied spot rate to loans has been used.
2Used overdraft facilities are shown under loans based on the contractual date of payment.
The Group's operations are mostly affected by the cyclical nature of economies in target markets and changes in competitive positions, as well as risks related to specific markets.
To manage the risks, the Group attempts to increase the flexibility of its operations: the sales volumes and the activities of competitors are also being monitored and if necessary, the Group makes adjustments in price levels, marketing activities and collections offered. In addition to central gathering and assessment of information, an important role in analysing and planning actions is played by a market organisation in each target market, enabling the Group to obtain fast and direct feedback on market developments on one hand and adequately consider local conditions on the other.
Improvement of flexibility plays an important role in increasing the Group's competitiveness. Continuous efforts are being made to shorten the cycles of business processes and minimise potential deviations. This also helps to improve the relative level and structure of inventories and the fashion collections' meeting consumer expectations. Group's business model was expensive and the share of fixed costs was high, which made it difficult to respond to external factors and demand. Therefore, Group started implementing changes in business model, management structure, procedures and information systems. Group is changing its supplier base, closed production units and reduced fixed costs which will be continued.
The most important operating risk arises from the Group's inability to produce collections which would meet customer expectations and the goods that cannot be sold when expected and as budgeted. To ensure good collections, the Group employs a strong team of designers who monitor and are aware of fashion trends by using internationally acclaimed channels. Such a structure, procedures and information systems have been set up at the Group which help daily monitoring of sales and balance of inventories and using the information in subsequent activities. To avoid supply problems, cooperation with the world's leading procurement intermediaries as well as fabric manufacturers has been expanded.
The unavoidable risk factor in selling clothes is the weather. Collections are created and sales volumes as well as timing of sales is planned under the assumption that regular weather conditions prevail in the target markets – in case weather conditions differ significantly from normal conditions, the actual sales results may significantly differ from the budget.
Debtors of the Group may be adversely affected by the financial and economic environment which could in turn impact their ability to repay the amounts owed. Deteriorating operating and economic conditions for customers may also have an impact on management's cash flow forecasts and assessment of the impairment of financial and non-financial assets. To the extent that information is available, management has properly reflected revised estimates of expected future cash flows in its impairment assessments, however management is unable to reliably estimate the effects on the Group's financial position of any further deterioration in the liquidity of the financial markets and the increased volatility in the currency and equity markets. Management believes it is taking all the necessary measures to support the sustainability and development of the Group's business in the current circumstances.
The spread of COVID-19 had the greatest impact on the economic environment of Baltic States and the world, and thus on the Group's financial results. Various measures to prevent the spread of the virus were implemented on a large scale in the Baltic States in March 2020 and they brought about drastic changes in the current way of life and the economic environment, therefore affecting the daily work of the Group's companies.
Another new risk already ariesed during 2020 was related to COVID-19 of having stores closed due to restrictions in the countries. Baltika Group's 9-month results will be affected by the fully closed Latvian and Lithuanian stores from the beginning of 2021 until the spring, and the Estonian stores closed for almost two months. The stores were fully opened in Lithuania on 19 April 2021, in Estonia on 3 May and in Latvia on 3 June. In the third year of 2021, all the group's stores were open.
E-com has remained operational all the time. This risk has further variability of different conditions that might effect the results for the Group: whether subsidiary and/or Group is applicable for government support. This risk has implications also related to stock management and also on the cost management side. The increase in the sales of the e-commerce did not compensate for the decrease in sales of the Baltika Group´s physical stores. Coronavirus has had a part in decrease in sales (see Note 17), reduction of rent expense through government support (see Note 19) and reduction of payroll through government support (see Note 19 and 20).
In 2020, the spread of coronavirus (COVID-19) and uncertainty of supply from China, one of the largest procurement countries, was become an important risk.
Baltika Group is consistently monitoring changing risk assessments and analysing the effects of the virus on an ongoing basis. Management is on the opinion that the risks will not materialise in 2021 to such extent to endanger the Group's ability to continue as a going concern.
The Group's objectives when managing capital are to safeguard the Group's ability to continue as going concern to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Loan agreements with the banks include certain restrictions and obligations to provide information to the bank concerning payments of dividends, changes in share capital and in cases of supplementing additional capital.
Commercial Code sets requirement to equity level – the required level of equity has to be minimum 50% of share capital.
The Group monitors capital based on net gearing ratio. This ratio is calculated as net debt divided by equity. Net debt is calculated as interest carrying borrowings less cash and cash equivalents.
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Interest carrying borrowings (Note 8, 9) | 10,856 | 10,341 |
| Cash and bank (Note 3) | -773 | -1,427 |
| Net debt | 10,083 | 8,914 |
| Total equity | 702 | 2,712 |
| Net gearing ratio | 1,436% | 329% |
The Group estimates that the fair values of the financial assets and liabilities denominated in the statement of financial position at amortised cost do not differ significantly from their carrying amounts presented in the Group's consolidated statement of financial position at 30 September 2021 and 31 December 2020.
Trade receivables and payables are recorded in the carrying amount less an impairment provision, and as trade receivables and payables are short term then their fair value is estimated by management to approximate their balance value.
Regarding to the Group's long-term borrowings that have a floating interest rate that changes along with the changes in market interest rates, the discount rates used in the discounted cash flow model are applied to calculate the fair value of borrowings. The Group's risk margins have not changed considerably and are reflecting the market conditions. Group's long-term borrowings that have a fixed interest rate, are recognized at the discounted present value by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments. Based on that, the Management estimates that the fair value of long-term borrowings does not significantly differ from their carrying amounts. The fair value of financial liabilities for disclosure purposes is estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Group for similar financial instruments.
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Cash at hand | 31 | 34 |
| Cash at bank and overnight deposits | 742 | 1,393 |
| Total | 773 | 1,427 |
All cash and cash equivalents are denominated in euros.
| Short-term trade and other receivables | 30 Sept 2021 | 31 Dec 2020 |
|---|---|---|
| Trade receivables, net | 75 | 230 |
| Other prepaid expenses | 86 | 79 |
| Tax prepayments and tax reclaims, thereof | 23 | 1 |
| Value added tax | 23 | 1 |
| Other current receivables | 6 | 8 |
| Total | 190 | 318 |
| Long-term assets | ||
|---|---|---|
| Non-current lease prepayments | 149 | 111 |
| Total | 149 | 111 |
All trade and other receivables are in euros.
| Eastern European |
|||
|---|---|---|---|
| 30 September 2021 | Baltic region | region | Total |
| Not due | 69 | 0 | 69 |
| Up to 1 month past due | 0 | 0 | 0 |
| 1-3 months past due | 4 | 0 | 4 |
| 3-6 months past due | 0 | 0 | 0 |
| Over 6 months past due | 0 | 2 | 2 |
| Total | 73 | 2 | 75 |
| Eastern European |
|||
|---|---|---|---|
| 31 December 2020 | Baltic region | region | Total |
| Not due | 213 | 0 | 213 |
| Up to 1 month past due | 0 | 0 | 0 |
| 1-3 months past due | 6 | 0 | 6 |
| 3-6 months past due | 0 | 0 | 0 |
| Over 6 months past due | 9 | 2 | 11 |
| Total | 228 | 2 | 230 |
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Fabrics and accessories | 1 | 53 |
| Allowance for fabrics and accessories | -1 | -53 |
| Finished goods and goods purchased for resale | 2,932 | 3,587 |
| Allowance for impairment of finished goods and goods purchased for | ||
| resale | 0 | -250 |
| Prepayments to suppliers | 22 | 130 |
| Total | 2,954 | 3,467 |
| Buildings and |
Machinery and |
Other | Pre-payments, PPE not in yet |
||
|---|---|---|---|---|---|
| structures | equipment | fixtures | in use | Total | |
| 31 December 2019 | |||||
| Acquisition cost | 2,746 | 1,004 | 4,235 | 5 | 7,990 |
| Accumulated depreciation | -1,987 | -856 | -3,464 | 0 | -6,307 |
| Net book amount | 759 | 148 | 771 | 5 | 1,683 |
| Additions | 110 | 18 | 39 | 66 | 233 |
| Disposals | -9 | -60 | -37 | 0 | -106 |
| Reclassification | 40 | 0 | 0 | -40 | 0 |
| Depreciation | -246 | -39 | -234 | 0 | -519 |
| 30 September 2020 | |||||
| Acquisition cost | 2,439 | 915 | 3,813 | 31 | 7,198 |
| Accumulated depreciation | -1,785 | -848 | -3,274 | 0 | -5,907 |
| Net book amount | 654 | 67 | 539 | 31 | 1,291 |
| 31 December 2020 | |||||
| Acquisition cost | 2,384 | 937 | 3,703 | 0 | 7,024 |
| Accumulated depreciation | -1,794 | -843 | -3,169 | 0 | -5,806 |
| Net book amount | 590 | 94 | 534 | 0 | 1,218 |
| Additions | 28 | 19 | 80 | 0 | 127 |
| Disposals | -14 | -10 | -44 | 0 | -68 |
| Depreciation | -205 | -25 | -128 | 0 | -358 |
| 30 September 2021 | |||||
| Acquisition cost | 1,977 | 927 | 3,246 | 0 | 6,150 |
| Accumulated depreciation | -1,578 | -849 | -2,804 | 0 | -5,231 |
| Net book amount | 399 | 78 | 442 | 0 | 919 |
| Licenses, software and other |
Trade marks |
Prepayments | Goodwill | Total | |
|---|---|---|---|---|---|
| 31 December 2019 | |||||
| Acquisition cost | 885 | 643 | 46 | 154 | 1,728 |
| Accumulated depreciation | -763 | -429 | 0 | 0 | -1,192 |
| Net book amount | 122 | 214 | 46 | 154 | 536 |
| Additions | 28 | 0 | 27 | 0 | 55 |
| Disposal | -1 | 0 | -5 | 0 | -6 |
| Amortisation | -14 | -24 | 0 | 0 | -38 |
| 30 September 2020 Acquisition cost |
913 | 643 | 68 | 154 | 1,778 |
Consolidated interim report for the III quarter and 9 months of 2021 (in thousand euros, unaudited) Accumulated depreciation -777 -453 0 0 -1,230 Net book amount 136 190 68 154 548 31 December 2020 Acquisition cost 974 643 73 154 1,844 Accumulated depreciation -786 -461 0 0 -1,247 Net book amount 188 182 73 154 597 Additions 0 0 42 0 42 Amortisation -42 -24 0 0 -66 30 September 2021 Acquisition cost 974 643 115 154 1,885 Accumulated depreciation -828 -477 0 0 -1,313 Net book amount 146 158 115 154 572
Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases:
| Right-of-use assets | |
|---|---|
| Net assets 31.12.2019 | 16,040 |
| Additions | 1,048 |
| Terminations | -2,581 |
| Depreciation | -4,116 |
| Net assets 30.09.2020 | 10,391 |
| Net assets 31.12.2020 | 9,199 |
| Additions | 735 |
| Terminations | -975 |
| Depreciation | -2,475 |
| Net assets 30.09.2021 | 6,484 |
Right-of-use assets include only lease contracts for offices and commercial premises.
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Lease liabilities | ||
| Current | 1,955 | 3,127 |
| Non-current | 4,824 | 6,493 |
| Total lease liabilities | 6,779 | 9,620 |
Detailed information on minimum lease payments by maturity is disclosed in Note 2.
Amounts recognised in the statement of profit or loss
The group's consolidated statement of profit or loss and other comprehensive income includes the following amounts relating to leases:
| Consolidated interim report for the III quarter and 9 months of 2021 (in thousand euros, unaudited) | |||
|---|---|---|---|
| 3Q 2021 | 3Q 2020 | 9k 2021 | 9k 2020 | |
|---|---|---|---|---|
| Interest expense (under finance cost, Note 19) | 78 | 165 | 210 | 545 |
| Deprecation (under operating expenses, Notes 15-17) | 684 | 957 | 2,475 | 3,882 |
| Total | 762 | 1,122 | 2,685 | 4,427 |
The total cash outflow for long-term leases in 9 months of 2021 was 2,613 thousand euros (9 months 2020: 4,069 thousand euros).
Offices and commercial premises rent contracts have mainly been concluded for fixed term, on average for 5 years and include mostly rights to prolong and terminate. Rental conditions are agreed contract by contract and therefore can include various conditions.
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Current borrowings | ||
| Current portion of bank loans | 356 | 227 |
| Current portion of finance lease liabilities | 2 | 25 |
| Total | 358 | 252 |
| Non-current borrowings | ||
| Non-current bank loans | 446 | 778 |
| Non-current overdraft | 718 | 0 |
| Other non-current liabilities | 95 | 96 |
| Total | 1,259 | 874 |
| Total borrowings | 1,617 | 1,126 |
During the reporting period, the Group made bank loan repayments in the amount of 204 thousand euros (9 months 2020: 116 thousand euros). Group´s overdraft facilities with the banks were used in the amount of 718 thousand euros as at 30 September 2021 (31 December 2020: 0 euros).
Interest expense from all interest carrying borrowings in the reporting period amounted to 251 thousand euros (9 months 2020: 634 thousand euros), 6 months interests from lease liabilities recognised under IFRS 16 in the amount of 210 thousand euros (9 months 2020: 544 thousand euros).
In November, KJK Fund Sicav-SIF, a major shareholder of the company, and AS Baltika signed a new amendment to the loan agreement, according to which KJK Fund Sicav-SIF will grant an additional loan of 1,000 thousand euros, with an interest rate of 6% per annum and repayment date in May 2022. The loan was drawn down in the first quarter of 2020.
In accordance with creditors' claims restructuring plan approved on 19 June 2020 the overdraft agreement (in the amount of 3,000 thousand euros) was extended till 31.12.2023 and the investment loan repayment schedule was changed in a way that repayments will be made from June 2021 till December 2023. KJK Fund SICAV-SIF loan was restructured in a way that only 15% of claim will be paid and in the end of 2023.
In August, KJK Fund Sicav-SIF, a major shareholder of the company, and AS Baltika signed a new amendment to the loan agreement, according to which KJK Fund Sicav-SIF will grant a loan of 2,550 thousand euros, with an interest rate of 6% per annum and repayment date in December 2024. The loan was transferred on September 2020.
An amendment to the loan agreement was signed in December, according to which, as of December 2020, the above-mentioned loan of 2,550 thousand euros is non-interest bearing and the repayment date is not fixed and is therefore classified as subordinated loan that is recorded in equity.
| Average risk premium |
Carrying amount |
|
|---|---|---|
| Borrowings at floating interest rate (based on 6-month Euribor) | EURIBOR +2.00% | 1,520 |
| Total | 1,520 | |
| Interest carrying loans and bonds of the Group as at 31 December 2020 | ||
| Average risk | Carrying |
| premium | amount | |
|---|---|---|
| Borrowings at floating interest rate (based on 6-month Euribor) | EURIBOR +2.00% | 1,006 |
| Total | 1,006 |
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Current liabilities | ||
| Trade payables | 1,531 | 1,044 |
| Tax liabilities, thereof | 913 | 1,203 |
| Personal income tax | 78 | 164 |
| Social security taxes and unemployment insurance premium | 423 | 406 |
| Value added tax | 412 | 633 |
| Payables to employees1 | 401 | 391 |
| Other current payables | 133 | 35 |
| Other accrued expenses | 47 | 18 |
| Customer prepayments | 57 | 98 |
| Total | 3,082 | 2,789 |
1Payables to employees consist of accrued wages, salaries and vacation reserve.
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| EUR (euro) | 1,554 | 940 |
| USD (US dollar) | 24 | 122 |
| Total | 1,578 | 1,062 |
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Other provision1 | 0 | 230 |
| Total | 0 | 230 |
Short description of the provision
Other provision1 includes store closure in 2021 expense reserve.
The provision is calculated using assumptions made by Management as described in the Group´s consolidated annual financial statements for the year ended 31 December 2020.
| 30 September 2021 | 31 Dec 2020 | |
|---|---|---|
| Share capital | 5,408 | 5,408 |
| Number of shares (pcs) | 54,079,485 | 54,079,485 |
| Nominal value of share (EUR) | 0.10 | 0.10 |
| Other reserves | 3,931 | 3,931 |
As at 30 September 2021, under the Articles of Association, the company's minimum share capital is 2,000 thousand euros and the maximum share capital is 8,000 thousand euros and as at 31 December 2020, under the Articles of Association, the company's minimum share capital was 2,000 thousand euros and the maximum share capital was 8,000 thousand euros. As at 30 September 2021 and 31 December 2020 share capital consists of ordinary shares, that are listed on the Nasdaq Tallinn Stock Exchange and all shares have been paid for.
In accordance with creditors' claims restructuring plan approved on 19 June 2020 loan from KJK Fund SICAV-SIF was reduced from 4,045 thousand euros to 820 thousand euros.
On 30 December, amendments to loan agreements with KJK Fund SICAV-SIF and its holding company were signed and in amount of 3,931 thousand euros was recorded as subordinated loans.
Other reserves in the amount of 3 931 thousand euros at 30 September 2021 and 3,931 thousand euros as of 31 December 2020 represents the non-interest-bearing loan with no fixed repayment date from KJK Sicav-SIF.
| Number of shares | Holding | |
|---|---|---|
| 1. ING Luxembourg S.A. | 48,526,500 | 89.73% |
| 2. Clearstream Banking AG | 1,069,624 | 1.98% |
| 3. Members of Management and Supervisory Boards and persons related to them | ||
| Entities connected to Supervisory Board not mentioned above | 231 578 | 0.43% |
| 4. Other shareholders | 4,251,783 | 7.86% |
| Total | 54,079,485 | 100% |
| Number of shares | Holding | |
|---|---|---|
| 1. ING Luxembourg S.A. | 48,526,500 | 89.73% |
| 2. Clearstream Banking AG | 1,070,500 | 1.98% |
| 3. Members of Management and Supervisory Boards and persons related to them | ||
| Entities connected to Supervisory Board not mentioned above | 231 578 | 0.43% |
| 4. Other shareholders | 4,250 907 | 7.86% |
| Total | 54,079,485 | 100% |
The shares of the Parent company are listed on the Nasdaq Tallinn. After registering the increase of AS Baltika share capital in Commercial Register on August 13, 2019, KJK Fund Sicav-SIF (ING Luxembourg S.A. AIF ACCOUNT account) shareholding in AS Baltika increased and made the entity a controlling shareholder (shareholding of 89.73%).
Description of segments and principal activities:
• Retail segment - consists of retail operations in Estonia, Latvia and Lithuania. While the Management Board reviews separate reports for each region, the countries have been aggregated into one reportable segment as they share similar economic characteristics. Each region sells the same products to similar classes of customers and use the same production process and the method to distribute their products.
The Parent company's Management Board measures the performance of the operating segments based on external revenue and profit (loss). External revenue amounts provided to the Management Board are measured in a manner consistent with that of the financial statements. The segment profit (loss) is an internal measure used in the internally generated reports to assess the performance of the segments and comprises the segment's gross profit (loss) less operating expenses directly attributable to the segment, except for other operating income and expenses. The amounts provided to the Management Board with respect to inventories are measured in a manner consistent with that of the financial statements. The segment inventories include those operating inventories directly attributable to the segment or those that can be allocated to the particular segment based on the operations of the segment and the physical location of the inventories.
The Management Board monitors the Group´s results also by shops and brands. The Group makes decisions on a shop-by-shop basis, using aggregated information for decision making. For segment reporting the Management Board has decided to disclose the information by distribution channel. Most of the Management Board's decisions related to investments and resource allocation are based on the segment information disclosed in this Note.
Measures of profit or loss, segment assets and liabilities have been measured in accordance with accounting policies used in the preparation of the financial statements, except for IFRS 16 measurement and recognition of right of use assets and lease liabilities.
The Management Board primarily uses a measure of revenue from external customers, segment profit, depreciation and amortisation and inventories to assess the performance of the operating segments. Information for the segments is disclosed below:
| Retail segment |
E-com segments |
All other segments1 |
Total | |
|---|---|---|---|---|
| 3 Q 2021 | ||||
| Revenue (from external customers) | 3,492 | 310 | 15 | 3,817 |
| Segment profit (loss)2 | 312 | 5 | -2 | 315 |
| Incl. depreciation and amortisation | -97 | -6 | 0 | -103 |
| 3 Q 2020 | ||||
| Revenue (from external customers) | 5,204 | 395 | 59 | 5,658 |
| Segment profit (loss)2 | 430 | 60 | 23 | 513 |
| Incl. depreciation and amortisation | -148 | 0 | 0 | -148 |
| 9M 2021 and as at 30 September 2021 | ||||
| Revenue (from external customers) | 7,390 | 1,657 | 109 | 9,156 |
| Segment profit (loss)2 | -57 | 108 | 31 | 82 |
| Incl. depreciation and amortisation | -324 | -17 | 0 | -341 |
Consolidated interim report for the III quarter and 9 months of 2021 (in thousand euros, unaudited)
| Inventories of segments | 1,746 | 1,746 | ||
|---|---|---|---|---|
| 9M 2020 and as at 30 September 2020 | 1,560 | |||
| Revenue (from external customers) | 13,595 | 346 | 15,502 | |
| Segment profit (loss)2 | -1,266 | 247 | 84 | -935 |
| Incl. depreciation and amortisation | -487 | 0 | 0 | -487 |
| Inventories of segments | 3,444 | 3,444 |
1All other segments include sale of goods to wholesale, franchise and consignation clients, materials and sewing services.
2The segment profit is the segment operating profit.
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Total segment profit | 315 | 513 | 82 | -1,597 |
| Unallocated expenses1 : |
||||
| Costs of goods sold and distribution costs | -266 | -282 | -1,757 | -608 |
| Administrative and general expenses | -718 | -435 | -1,138 | -1,945 |
| Other operating income (expenses), net | 369 | -118 | 1,054 | 5,760 |
| Operating profit (loss) | -300 | -322 | -1,759 | 1,610 |
1Unallocated expenses include the expenses of the parent and production company that are not allocated to the reportable segments in internal reporting.
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Total inventories of segments | 1,746 | 2,643 |
| Inventories in Parent company and production company | 1,208 | 824 |
| Inventories on statement of financial position | 2,954 | 3,467 |
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Sale of goods in retail channel | 3,492 | 5,204 | 7,390 | 13,595 |
| Sale of goods in wholesale and franchise channel | 2 | 48 | 67 | 268 |
| Sale of goods in e-commerce channel | 310 | 394 | 1,657 | 1,560 |
| Other sales | 13 | 11 | 43 | 78 |
| Total | 3,817 | 5,658 | 9,156 | 15,502 |
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Estonia | 1,975 | 2,749 | 5,550 | 7,703 |
| Lithuania | 530 | 1,501 | 1,577 | 4,095 |
| Latvia | 1,290 | 1,350 | 1,949 | 3,516 |
| Russia | 7 | 8 | 25 | 35 |
| Austria | 0 | 0 | 0 | 1 |
| Finland | 4 | 34 | 13 | 91 |
| Germany | 0 | 1 | 4 | 8 |
| Ukraine | 5 | 7 | 17 | 25 |
| Other countries | 6 | 8 | 21 | 28 |
| Total | 3,817 | 5,658 | 9,156 | 15,502 |
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Materials and supplies | 1,896 | 2,774 | 4,957 | 8,179 |
| Changes in inventories | 0 | 0 | -250 | -130 |
| Total | 1,896 | 2,774 | 4,707 | 8,049 |
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Payroll costs1 | 788 | 1,127 | 2,282 | 4,188 |
| Operating lease expenses2 | 58 | 19 | -305 | 191 |
| Advertising expenses | 194 | 136 | 457 | 473 |
| Depreciation and amortisation (Note 6,7) | 783 | 1,024 | 2,802 | 3,880 |
| Fuel, heating and electricity costs | 54 | 78 | 138 | 229 |
| Municipal services and security expenses | 48 | 78 | 146 | 232 |
| Fees for card payments | 18 | 28 | 40 | 73 |
| Information technology expenses | 60 | 39 | 142 | 118 |
| Travel expenses | 3 | 3 | 3 | 26 |
| Consultation and management fees | 21 | 9 | 49 | 55 |
| Communication expenses | 9 | 15 | 26 | 46 |
| Other sales expenses3 | 251 | 97 | 344 | 148 |
| Total | 2,287 | 2,653 | 6,124 | 9,659 |
1Payroll costs include reduction of expense as governments´ subsidies have been received either directly by group companies or indirectly by paying less due to employees receiving income directly from government.
2Operating lease (rent) expense is negative as rent discounts (reduction of the lease payments) related to the stores was recognised and government´s subsidies to cover lease payments were received.
3Other sales expenses consist mostly of insurance and customs expenses, bank fees, expenses for uniforms, packaging, transportation and renovation expenses of stores, and service fees connected to administration of market organisations.
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Payroll costs | 172 | 134 | 768 | 734 |
| Operating lease expenses1 | 1 | 1 | 3 | 15 |
| Information technology expenses | 48 | 42 | 134 | 133 |
| Bank fees | 11 | 5 | 45 | 31 |
| Depreciation and amortisation (Note 6,7) | 27 | 98 | 81 | 545 |
| Fuel, heating and electricity expenses | 1 | 10 | 5 | 56 |
| Management, juridical-, auditor´s and other consulting fees | 11 | 109 | 45 | 318 |
| Other administrative expenses2 | 32 | 36 | 57 | 113 |
| Total | 303 | 435 | 1,138 | 1,945 |
1Payroll costs include reduction of expense as governments´ subsidies have been received either directly by group companies or indirectly by paying less due to employees receiving income directly from government.
2Other administrative expenses consist of insurance, communication, travel, training, municipal and security expenses, and other services.
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Gain (loss) from sale, impairment of PPE | -29 | -27 | -43 | -85 |
| Other operating income1 | 446 | -35 | 1,154 | 5,916 |
| Foreign exchange gain (-loss) | -3 | -36 | -6 | -44 |
| Fines, penalties and tax interest | 0 | 0 | 0 | -2 |
| Other operating expenses | -45 | -20 | -51 | -25 |
| Total | 369 | -118 | 1,054 | 5,760 |
1Other operating income includes government subsidy for working capital.
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Interest cost | -92 | -194 | -251 | -635 |
| Total | -92 | -194 | -251 | -635 |
In 9 months of 2021, interest expense includes accounted interest expense from lease liabilities (IFRS 16) in the amount of 210 thousand euros (9 months 2020: 544 thousand euros).
| Basic earnings per share | 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|---|
| Weighted average number of shares (thousand) | pcs | 54,079 | 54,079 | 54,079 | 54,079 |
| Net loss from continuing operations | -392 | -516 | -2,010 | 975 | |
| Basic earnings per share | EUR | -0.01 | -0.01 | -0.04 | 0.02 |
| Diluted earnings per share | EUR | -0.01 | -0.01 | -0.04 | 0.02 |
The average price (arithmetic average based on daily closing prices) of AS Baltika share on the Nasdaq Tallinn Stock Exchange in the reporting period was 0.31 euros (2020: 0.12 euros).
For the purpose of these financial statements, parties are considered to be related if one party has the ability to control the other party, is under common control, or can exercise significant influence over the financial and management decisions of the other one in accordance with IAS 24, Related Party Disclosures. Not only the legal form of the transactions and mutual relationships, but also their actual substance has been taken into consideration when defining related parties.
For the reporting purposes in consolidated interim statements of the Group, the following entities have been considered related parties:
1Only members of the Parent company Management Board and Supervisory Board are considered as key management personnel, as only they have responsibility for planning, directing and controlling Group activities.
Consolidated interim report for the III quarter and 9 months of 2021 (in thousand euros, unaudited)
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Services purchased | 6 | 6 | 18 | 18 |
| Total | 6 | 6 | 18 | 18 |
In 2021 and 2020, AS Baltika bought mostly management services from the related parties.
| 30 Sept 2021 | 31 Dec 2020 | |
|---|---|---|
| Other loans and interests (Note 9, 12) | 3,992 | 3,992 |
| Payables to related parties total | 3,992 | 3,992 |
All transactions in 2021 as well as in 2020 reporting periods and balances with related parties as at 30 September 2021 and 31 December 2020 were with entities under the control or significant influence of the members of the Supervisory Board.
| 3 Q 2021 | 3 Q 2020 | 9m 2021 | 9m 2020 | |
|---|---|---|---|---|
| Salaries of the members of the Management Board | 78 | 52 | 360 | 234 |
| Remuneration of the members of the Supervisory Council | 4 | 3 | 17 | 9 |
| Total | 82 | 55 | 377 | 243 |
As at 30 September 2021 was two Management Board Member and four Supervisory Board Members. 31 December 2020 were two Management Board Members and five Supervisory Board Members.
At the meeting on June 1, the Supervisory Board elected Brigitta Kippak, Chief Operating Officer, as a new member of the Management Board from the same day. At the meeting held on 1 June, the Supervisory Board recalled Triinu Tarkin from the position of Member of the Management Board and Chief Financial Officer on the basis of her application as of 4th June 2021.
On 16 August 2020, the Annual General Meeting of Shareholders decided to recall Tiina Mõis, a member of the Supervisory Board.
According to the decision of the Supervisory Board held in 11 March, Flavio Perini is the new CEO and Member of Management Board of AS Baltika from 1 May 2020. Mae Leyrer, Member of the Management Board of AS Baltika 14-months contract expired on 22 May 2020. The contract of Maigi Pärnik-Pernik, Member of the Management Board, expired in March 2020 and was extended to 22 May 2020 according to the decision made on 11 March by Supervisory Board.
Since December 1, 2020, Triinu Tarkin, Chief Financial Manager of AS Baltika Group, was a member of the Management Board.

Chairman of the Supervisory Board since 23 May 2012, Member of the Supervisory Board since 21.06.2010
Partner, KJK Capital Oy Master of Science in Finance, Helsinki School of Economics Baltika shares held on 30 September 2021: 0

REET SAKS Member of the Supervisory Board since 25.03.1997 Legal Advisor at Farmi Piimatööstus Degree in Law, University of Tartu Baltika shares held on 30 September 2021: 0

LAURI KUSTAA ÄIMÄ Member of the Supervisory Board since 18.06.2009 Managing Director of Kaima Capital Oy Master of Economics, University of Helsinki Baltika shares held on 30 September 2021: 231,578 shares (on Kaima Capital Eesti OÜ account)

KRISTJAN KOTKAS Member of the Supervisory Board since 08.10.2019 General Counsel at KJK Capital Oy Master's degree in Law, University of Tartu Master's degree in Law, University of Cape Town Baltika shares held on 30 September 2021: 0

Member of the Management Board, CEO since May 1st 2020 Member of the Board since 2020, in the Group since 2020 Master's Degree in Law (University of Parma – Italy ) Baltika shares held on 30 September 2021: 0

BRIGITTA KIPPAK Member of the Management Board Member of the Board since June 1 st 2021, in the Group since 1997 Economics Degree (University of Tartu) Baltika shares held on 30 September 2021: 1 575
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