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Invalda INVL Interim / Quarterly Report 2013

Nov 29, 2013

2247_rns_2013-11-29_fc3dcf35-b181-4711-96dd-f318866fa7df.pdf

Interim / Quarterly Report

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AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED NOT-AUDITED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013 PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION


AB INVALDA LT
CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013
(all amounts are in LTL thousand unless otherwise stated)

GENERAL INFORMATION

Board of Directors

Mr. Alvydas Banys (chairman of the Board)
Mrs. Indre Mišeikytė
Mr. Darius Šulnis

Management

Mr. Darius Šulnis (president)
Mr. Raimondas Rajeckas (chief financial officer)

Principal place of business and company code

Seimyniskiu Str. 1A,
Vilnius,
Lithuania
Company code 121304349

Bankers

Nordea Bank Finland Plc Lithuania Branch
AB DNB Bankas
AB SEB Bankas
Danske Bank A/S Lithuania Branch
Bankas Finasta AB
Šiaulių Bankas AB
"Swedbank", AB
Citadele bankas AB
UAB Medicinos Bankas
Bank DnB NORD Polska S. A.

The financial statements were approved and signed by the Management and the Board of Directors on 29 November 2013.

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Mr. Darius Šulnis
President

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Mr. Raimondas Rajeckas
Chief financial officer

2


AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Interim consolidated and Company's income statements

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
Continuing operations Unaudited Unaudited
Revenue
Residential real estate revenue 2,380 6,925 - -
Rent and other real estate revenue 17,301 18,804 - -
Information technology revenue 31,024 23,933 - -
Facility management 10,281 8,471 - -
Other production and services revenue 7,041 8,884 - -
Total revenue 68,027 67,017 - -
Other income 10.3 1,365 2,747 22,196 37,863
Net gains (losses) on disposal of subsidiaries, associates and joint ventures 1,333 1,282 (517) (1,052)
Net gains (losses) from fair value adjustments on investment property 323 (9,223) - -
Net changes in fair value of financial assets at fair value through profit or loss 680 8,218 680 5,528
Gain on the split-off 9 89,358 - 67,784 -
Changes in inventories of finished goods and work in progress 256 (96) - -
Raw materials and consumables used (19,858) (16,145) (14) (16)
Changes in residential real estate (1,967) (4,952) - -
Employee benefits expenses (18,712) (17,862) (1,799) (2,058)
Impairment, write-down and provisions 433 933 449 (12,642)
Premises rent and utilities (10,017) (9,896) (126) (124)
Depreciation and amortisation (3,083) (3,221) (31) (57)
Repair and maintenance cost of premises (4,534) (3,869) - -
Other expenses (10,710) (10,760) (725) (802)
Operating profit (loss) 92,894 4,173 87,897 26,640
Finance costs (1,720) (3,274) (278) (781)
Share of profit (loss) of associates and joint ventures 6,052 9,387 - -
Profit (loss) before income tax 97,226 10,286 87,619 25,859
Income tax credit (expenses) 7 (670) (395) (615) (1,703)
Profit (loss) for the period from continuing operations 96,556 9,891 87,004 24,156
Discontinued operation
Profit/(Loss) after tax for the period from discontinued operation 9 3,962 19,549 -
PROFIT (LOSS) FOR THE PERIOD 100,518 29,440 87,004 24,156
Attributable to:
Equity holders of the parent 99,508 24,257 87,004 24,156
Non-controlling interests 1,010 5,183 - -
100,518 29,440 87,004 24,156
Basic earnings per share (in LTL) 13 2.61 0.46 2.28 0.46
Basic earnings per share (in LTL) from continuing operations 2.53 0.19 2.28 0.46
Diluted earnings per share (in LTL) 13 2.61 0.46 2.28 0.46
Diluted earnings per share (in LTL) from continuing operations 2.53 0.19 2.28 0.46

AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Interim consolidated and Company's statements of comprehensive income

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
PROFIT (LOSS) FOR PERIOD Unaudited Unaudited
100,518 29,440 87,004 24,156
Continuing operation
Other comprehensive income to be reclassified to profit or loss in subsequents periods:
Net gain (loss) on available-for-sale financial assets - - - -
Reclassification adjustment for gain (loss) included in profit or loss - - - -
Income tax - - - -
- - - -
Exchange differences on translation of foreign operations (55) 41 - -
Share of other comprehensive income (loss) of associations - - - -
Net other comprehensive income to be reclassified to profit or loss in subsequents periods (55) 41 - -
Other comprehensive income (loss) for the period from continuing operation (55) 41 - -
Other comprehensive income (loss) for the period, net of tax (55) 41 - -
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX 100,463 29,481 87,004 24,156
Attributable to:
Equity holders of the parent 99,463 24,290 87,004 24,156
Non-controlling interests 1,000 5,191 - -

AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Interim consolidated and Company's income statements

Group Company
3^{st} Quarter 2013 3^{st} Quarter 2012 3^{st} Quarter 2013 3^{st} Quarter 2012
Continuing operations Unaudited Unaudited
Revenue
Residential real estate revenue - 368 - -
Rent and other real estate revenue 4,652 5,984 - -
Information technology revenue 11,967 8,703 - -
Facility management 3,940 3,251 - -
Other production and services revenue 1,723 2,856 - -
Total revenue 22,282 21,162 - -
Other income 325 532 17,880 2,969
Net gains (losses) on disposal of subsidiaries, associates and joint ventures - - - -
Net gains (losses) from fair value adjustments on investment property - (9,498) - -
Net changes in fair value of financial assets at fair value through profit or loss 408 1,163 408 (47)
Gain on the split-off - - - -
Changes in inventories of finished goods and work in progress (47) 18 - -
Raw materials and consumables used (6,473) (4,672) (2) (4)
Changes in residential real estate - (227) - -
Employee benefits expenses (5,537) (5,739) (402) (656)
Impairment, write-down and provisions 227 57 461 (13,721)
Premises rent and utilities (2,882) (2,854) (35) (37)
Depreciation and amortisation (905) (1,073) (5) (16)
Repair and maintenance cost of premises (1,921) (1,432) - -
Other expenses (3,698) (5,270) (124) (200)
Operating profit (loss) 1,779 (7,833) 18,181 (11,712)
Finance costs (621) (645) (96) (5)
Share of profit (loss) of associates and joint ventures 2,414 3,675 - -
Profit (loss) before income tax 3,572 (4,803) 18,085 (11,717)
Income tax credit (expenses) (531) 601 (292) (296)
Profit (loss) for the period from continuing operations 3,041 (4,202) 17,793 (12,013)
Discontinued operation
Profit/(Loss) after tax for the period from discontinued operation - 8,692 - -
PROFIT (LOSS) FOR THE PERIOD 3,041 4,490 17,793 (12,013)
Attributable to:
Equity holders of the parent 3,063 2,120 17,793 (12,013)
Non-controlling interests (22) 2,370 - -
3,041 4,490 17,793 (12,013)
Basic earnings per share (in LTL) 0.46 0.04 0.75 (0.22)
Basic earnings (deficit) per share (in LTL) from continuing operations 0.45 (0.08) 0.75 (0.22)
Diluted earnings per share (in LTL) 0.46 0.04 0.75 (0.20)
Diluted earnings (deficit) per share (in LTL) from continuing operations 0.45 (0.08) 0.75 (0.20)

AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Interim consolidated and Company's statements of comprehensive income

Group Company
3^{st} Quarter 2013 3^{rd} Quarter 2012 3^{st} Quarter 2013 3^{rd} Quarter 2012
PROFIT (LOSS) FOR PERIOD Unaudited 3,041 4,490 17,793 (12,013)
Continuing operation
Other comprehensive income to be reclassified to profit or loss in subsequents periods:
Net gain (loss) on available-for-sale financial assets - - - -
Reclassification adjustment for gain (loss) included in profit or loss - - - -
Income tax - - - -
- - - -
Exchange differences on translation of foreign operations 18 10 - -
Share of other comprehensive income (loss) of associates - - - -
Net other comprehensive income to be reclassified to profit or loss in subsequents periods 18 10 - -
Other comprehensive income (loss) for the period from continuing operation 18 10 - -
Other comprehensive income (loss) for the period, net of tax 18 10 - -
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX 3,059 4,500 17,793 (12,013)
Attributable to:
Equity holders of the parent 3,076 2,128 17,793 (12,013)
Non-controlling interests (17) 2,372 - -

AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Interim consolidated and Company's statements of financial position

Group Company
As at 30 September 2013 As at 31 December 2012 As at 30 September 2013 As at 31 December 2012
Unaudited Audited Unaudited Audited
ASSETS Non-current assets
Property, plant and equipment 5,618 47,471 36 127
Investment properties 168,210 225,587 - -
Intangible assets 10,131 11,390 44 13
Investments into subsidiaries 8 - 63,135 98,119
Investments into associates and joint ventures 8 88,749 48,799 25,108
Investments available-for-sale 1,705 2,859 1,705 1,817
Loans granted 16,492 - 42,995 82,862
Trade and other receivables long term 3,094 5,156 2,405 -
Other non-current assets 2,848 2,848 - -
Deferred income tax asset 9,652 19,624 9,083 17,401
Total non-current assets 306,499 363,734 144,511 201,024
Current assets
Inventories 4,229 39,564 - -
Trade and other receivables 34,854 35,833 16,971 273
Current loans granted 498 31,730 21,913 104,193
Prepaid income tax 285 1,521 - 3
Prepayments and deferred charges 1,067 3,441 64 155
Financial assets at fair value through profit loss 14 4,716 32,974 4,716
Deposits and financial assets held to maturity 5 - 21,418 -
Restricted cash 4,729 3,602 - -
Cash and cash equivalents 5 10,487 56,092 6,388
Total current assets 60,865 226,175 50,052 171,169
Total assets 367,364 589,909 194,563 372,193

(cont'd on the next page)


AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Consolidated and Company's statements of financial position (cont'd)

Group Company
As at 30 September 2013 As at 31 December 2012 As at 30 September 2013 As at 31 December 2012
EQUITY AND LIABILITIES Unaudited Audited Unaudited Audited
Equity
Equity attributable to equity holders of the parent
Share capital 9, 11 24,834 51,802 24,834 51,802
Own shares 9 - - - -
Share premium 9 33,139 60,747 33,139 60,747
Reserves 9 77,317 241,523 75,659 220,967
Retained earnings 74,940 38,883 33,440 27,045
210,230 392,955 167,072 360,561
Non-controlling interests 589 23,241 - -
Total equity 210,819 416,196 167,072 360,561
Liabilities
Non-current liabilities
Non-current borrowings 98,083 98,737 - -
Financial lease liabilities 214 423 - -
Government grants 68 152 - -
Provisions - 396 - -
Deferred income tax liability 14,020 15,116 - -
Other non-current liabilities 2,719 4,831 - -
Total non-current liabilities 115,104 119,655 - -
Current liabilities
Current portion of non-current borrowings 2,333 6,071 - -
Current portion of financial lease liabilities 20 206 - -
Current borrowings 12 2,017 549 5,767 9,125
Trade payables 8,203 28,373 57 55
Income tax payable 2 114 - -
Provisions - 227 - -
Advances received 2,432 4,272 - -
Other current liabilities 15 26,434 14,246 21,667 2,452
Total current liabilities 41,441 54,058 27,491 11,632
Total liabilities 156,545 173,713 27,491 11,632
Total equity and liabilities 367,364 589,909 194,563 372,193

(the end)


AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Consolidated and Company's statements of changes in equity

Group Equity attributable to equity holders of the parent
Share capital Own shares Share premium Reserves Retained earnings (accumulated deficit) Subtotal Non-controlling interests
Fair value reserves Legal and other reserves Own share reserve
Balance as at 31 December 2012 (audited) 51,802 - 60,747 - 241,489 34 38,883 392,955 23,241
Net (loss) for the 9 months of 2013 - - - - - - 99,508 99,508 1,010
Other comprehensive income (loss) for the 9 months of 2013 - - - - - (44) - (44) (10)
Total comprehensive income (loss) for the 9 months of 2013 - - - - - (44) 99,508 99,464 1,000
Share of movements in equity of associates - - - - - - 493 493 -
Share based payments - - - - - - - - 118
Dividends of subsidiaries - - - - - - - - (311)
Changes in reserves - - - - 23 - (23) - -
Minority of subsidiaries acquired 8 - - - - - (4) (4) (196)
Acquisition of subsidiaries 8 - - - - - - - 7
Disposal of subsidiaries - - - - 9 - (9) - -
Own shares buy back 9 - (51,845) - - - - (51,845) -
Decrease of share capital 9 (6,279) 51,845 - - (65,592) - (20,026) -
Changes due to split-off 9 (20,689) - (27,608) - (98,602) - (63,908) (210,807)
Balance as at 30 September 2013 (unaudited) 24,834 - 33,139 - 77,327 (10) 74,940 210,230 589

AB INVALDA LT

CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Consolidated and Company's statements of changes in equity (cont'd)

Group Equity attributable to equity holders of the parent
Share capital Own shares Share premium Reserves Retained earnings (accumulated deficit) Subtotal Non-controlling interests
Fair value reserves Legal and other reserves Foreign currency translation reserve
Balance as at 31 December 2012 (audited) 51,660 - 34,205 - 20,299 - 280,046 386,210 29,151
Net (loss) for the 9 months of 2012 - - - - - - 24,257 24,257 5,183
Income and expenses for the 9 months of 2012 recognised directly in equity - - - - - 33 - 33 8
Total comprehensive income for the I half year of 2012 - - - - - 33 24,257 24,290 5,191
Share of movements in equity of associates - - - - - - 605 605 -
Dividends of subsidiaries - - - - - - - - (10,828)
Share based payments - - - - - - - - (133)
Changes in reserves - - - - 275,028 - (275,028) - -
Decrease of share capital 9 (5,756) 59,659 - - (53,903) - - -
Own shares buy back 9 - (59,659) - - - - (59,659) -
Minority of subsidiaries acquired 8 - - - - - 2,312 2,312 (2,326)
Conversion of convertible bonds into share capital 11 5,898 26,542 - - - 6,098 38,538 -
Balance as at 30 June 2012 (unaudited) 57,802 - 60,747 - 241,424 33 38,290 392,296 21,055

AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS

ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Consolidated and Company's statements of changes in equity (cont'd)

Company Share capital Own shares Share premium Reserves Retained earnings (accumulated deficit) Total
Legal reserve Reserve of purchase of own shares
Balance as at 31 December 2012 (audited) 51,802 - 60,747 5,756 215,211 27,045 360,561
Profit (loss) for the 9 months of 2013 - - - - - 87,004 87,004
Own shares buy back 9 - (51,845) - - - (51,845)
Cancellation of own shares bought back 9 (6,279) 51,184 - - (65,592) (20,026)
Split-off 9 (20.689) - (27,608) (2,616) (77,100) (80,609)
Balance as at 30 September 2013 (unaudited) 24,834 - 33,139 3,140 72,519 33,440 167,072
Company Share capital Own shares Share premium Reserves Retained earnings (accumulated deficit) Total
--- --- --- --- --- --- --- ---
Legal reserve Reserve of purchase of own shares
Balance as at 31 December 2011 (audited) 51,660 - 34,205 - - 274,870 360,735
Profit (loss) for the 9 months of 2013 - - - - - 24,156 24,156
Increase of share capital 11 5,898 - 26,542 - 6,098 38,538
Decrease of share capital 9 (5,756) 59,659 - - (53,903) -
Own shares buy back 9 - (59,659) - - - (59,659)
Changes in reserves - - - 5,756 269,114 (274,870) -
Balance as at 30 September 2012 (unaudited) 51,802 - 60,747 5,756 215,211 30,254 363,770

AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS

ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Consolidated and Company's statements of cash flows

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
Unaudited Unaudited Unaudited Unaudited
Cash flows from (to) operating activities
Net profit (loss) for the period 100,518 29,440 87,004 24,156
Adjustments for non-cash items and non-operating activities:
Valuation (gain) loss, net (323) 9,223 - -
Depreciation and amortization 5,112 7,488 31 57
(Gain) loss on disposal of property, plant and equipment 29 (13) - -
Realized and unrealized loss (gain) on investments (680) (8,218) (680) (5,528)
(Gain) loss on disposal of subsidiaries and associates (1,333) (1,282) 517 1,052
Gain on the split-off (89,358) - (67,784) -
Share of net loss (profit) of associates and joint ventures (6,052) (9,387) - -
Interest (income) (1,260) (2,943) (5,315) (9,101)
Interest expenses 1,682 3,165 278 781
Deferred taxes 667 1,452 611 1,700
Current income tax expenses 353 2,428 4 3
Allowances (404) (970) (448) 12,642
Change in provisions (29) (42) - -
Share based payment 118 (133) - -
Dividend (income) (71) (18) (16,841) (28,758)
Loss (gain) from other financial activities (29) 124 (24) 124
8,940 30,314 (2,647) (2,872)
Changes in working capital:
(Increase) decrease in inventories (2,804) 4,543 - -
Decrease (increase) in trade and other receivables (2,524) (9,020) (3,218) -
Decrease (increase) in other current assets (360) (1,982) 9 (9)
(Decrease) increase in trade payables (202) (4,239) - (621)
(Decrease) increase in other current liabilities 189 863 (13) (614)
Cash flows (to) from operating activities 3,239 20,479 (5,869) (4,116)
Income tax (paid) (109) (295) (4) -
Net cash flows (to) from operating activities 3,130 20,184 (5,873) (4,116)

(cont'd on the next page)


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS

ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Consolidated and Company's statements of cash flows (cont'd)

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
Cash flows from (to) investing activities Unaudited Unaudited Unaudited Unaudited
(Acquisition) of tangible non-current assets (except investment properties) (7,171) (7,129) (79) (18)
Proceeds from sale of non-current assets (except investment properties) 41 102 - -
(Acquisition) of investment properties (1,552) (3,168) - -
Proceeds from sale of investment properties 1,338 882 - -
(Acquisition) and establishment of subsidiaries, net of cash acquired 8 (6) - (4,336)
Proceeds from sales of subsidiaries, net of cash disposed (64) - 74 -
(Acquisition) of associates and joint ventures 8 (12,070) - (12,070)
Proceeds from sales of associates and joint ventures 8 - 3,797 -
Cash of the subsidiaries left the Group in the split-off (23,402) - - -
Loans (granted) (9,978) (744) (17,548) (30,980)
Repayment of granted loans 41,351 41,599 51,514 53,424
Transfer to/from term deposits 13,419 79,640 - 48,339
(Acquisition) of and proceeds from sales held to maturity investments - - - -
Dividends received 60 15 950 28,756
Interest received 1,116 4,475 2,246 7,518
(Acquisition) of and proceeds from sales of held-for-trade and available-for-sale investments 20,271 6,358 20,271 64
Net cash flows (to) investing activities 23,353 125,827 41,022 110,900
Cash flows from (to) financing activities
Cash flows related to Group owners
(Acquisition) of non-controlling interests (200) (14) - (155)
(Acquisition) of own shares 9 (51,845) (59,659) (51,845)
Payment according to terms of split-off (13,200) - (13,200) -
Dividends (paid) to equity holders of the parent (553) (78) (553) (78)
Dividends (paid) to non-controlling interests (311) (9,807) - -
(66,109) (69,558) (65,598) (59,892)
Cash flows related to other sources of financing
Proceeds from loans 19,119 4,092 23,410 150
(Repayment) of loans (22,226) (22,349) (19,846) (6)
Interest (paid) (1,623) (2,400) (281) -
Financial lease (payments) (146) (265) - -
Transfer (to)/from restricted cash (1,127) (779) - -
(6,003) (21,701) 3,283 144
Net cash flows (to) from financial activities (72,112) (91,259) (62,315) (59,748)
Impact of currency exchange on cash and cash equivalents 24 (109) 24 (124)
Net (decrease) increase in cash and cash equivalents (45,605) 54,643 (27,142) 46,912
Cash and cash equivalents at the beginning of the period 5 56,092 21,346 33,530
Cash and cash equivalents at the end of the period 5 10,487 75,989 6,388

(the end)


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

Notes to the interim condensed financial statements

1 General information

AB Invalda LT (hereinafter the Company) is a joint stock company registered in the Republic of Lithuania on 20 March 1992. The address of the office is as follows:

Šeimyniškių str. 1A,
Vilnius,
Lithuania.

AB Invalda LT is incorporated and domiciled in Lithuania. AB Invalda LT is one of the major Lithuanian investment companies whose primary objective is to steadily increase investor equity value. For the purpose of achieving this objective the Company actively manages its investments, exercising control or significant influence over target businesses. The Company gives the priority to furniture manufacturing, real estate, agriculture, IT infrastructure and facilities management segments.

In respect of each business the Company defines its performance objectives, sets up the management team, participates in the development of the business strategy and monitors its implementation. AB Invalda LT plays an active role in making the decisions on strategic and other important issues that have an effect on the value of the Group companies.

The Company's shares are traded on the Baltic Main List of NASDAQ OMX Vilnius.

2 Basis of preparation and accounting policies

Basis of preparation

The interim condensed financial statements for the nine months ended 30 September 2013 have been prepared in accordance with IAS 34 Interim Financial Reporting.

The interim condensed financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2012.

Significant accounting policies

The accounting policies adopted in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the Group's and Company's annual financial statements for the year ended 31 December 2012, except adoption of new Standards and Interpretations as of 1 January 2013, noted below.

Amendments to IAS 1 Presentation of Financial Statements – Presentation of Items of Other Comprehensive Income

The amendments change the disclosure of items presented in other comprehensive income. It require entities to separate items presented in other comprehensive income into two groups, based on whether or not they may be reclassified to profit or loss in the future. The suggested title used by IAS 1 has changed to 'statement of profit or loss and other comprehensive income'. The amended standard change presentation of Group's financial statements, but have no impact on the Group's financial position or performance.

IAS 19 Employee Benefits (Amendment)

The amendment makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. The standard requires recognition of all changes in the net defined benefit liability (asset) when they occur, as follows: (i) service cost and net interest in profit or loss; and (ii) remeasurements in other comprehensive income. The Group has to recognise all actuarial gains and losses in other comprehensive income, not in the profit or loss as currently, and to present service cost and net interest in separate line in the income statement. The amendment has no impact in the Group's financial statements for the nine months ended 30 September of 2013.


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

2 Basis of preparation and accounting policies

Amendments to IAS 12 Deferred Tax: Recovery of Underlying Assets

The amendment introduced a rebuttable presumption that an investment property carried at fair value is recovered entirely through sale. This presumption is rebutted if the investment property is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the investment property over time, rather than through sale. SIC-21, Income Taxes – Recovery of Revalued Non-Depreciable Assets, which addresses similar issues involving non-depreciable assets measured using the revaluation model in IAS 16, Property, Plant and Equipment, was incorporated into IAS 12 after excluding from its scope investment properties measured at fair value. The amendment has no impact in the Group's financial statements for the nine months ended 30 September of 2013.

IFRS 13 Fair value measurement

IFRS 13 aims to improve consistency and reduce complexity by providing a revised definition of fair value, and a single source of fair value measurement and disclosure requirements for use across IFRSs. The amendment has no impact in the Group's financial statements for the nine months ended 30 September of 2013.

Amendments to IFRS 7 Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities

The amendment requires disclosures that will enable users of an entity's financial statements to evaluate the effect or potential effect of netting arrangements, including rights of set-off. The amendment will have an impact on disclosures but will have no effect on measurement and recognition of financial instruments. The amendment has no impact in the Group's financial statements for the nine months ended 30 September of 2013.

Improvements to IFRS (issued in May 2012)

The improvements consist of changes to five standards.

  • IFRS 1 First-time adoption of International Financial Reporting Standards was amended to (i) clarify that an entity that resumes preparing its IFRS financial statements may either repeatedly apply IFRS 1 or apply all IFRSs retrospectively as if it had never stopped applying them, and (ii) to add an exemption from applying IAS 23, Borrowing costs, retrospectively by first-time adopters.
  • IAS 1 Presentation of Financial Statements was amended to clarify that explanatory notes are not required to support the third balance sheet presented at the beginning of the preceding period when it is provided because it was materially impacted by a retrospective restatement, changes in accounting policies or reclassifications for presentation purposes, while explanatory notes will be required when an entity voluntarily decides to provide additional comparative statements.
  • IAS 16 Property, Plant and Equipment was amended to clarify that servicing equipment that is used for more than one period is classified as property, plant and equipment rather than inventory.
  • IAS 32 Financial Instruments: Presentation was amended to clarify that certain tax consequences of distributions to owners should be accounted for in the income statement as was always required by IAS 12.
  • IAS 34 Interim Financial Reporting was amended to bring its requirements in line with IFRS 8. IAS 34 will require disclosure of a measure of total assets and liabilities for an operating segment only if such information is regularly provided to chief operating decision maker and there has been a material change in those measures since the last annual financial statements.

As a result of the amendment, the Group now also includes disclosure of total segment liabilities.

3 Seasonality of operations and other recurring discrepancies in quarters

Historically information technology segment earned a bigger revenue and operational profit in the 4th quarter. The agriculture segment earned a bigger operational profit in the 2nd and 3rd quarter. The investment properties usually are revaluated in the Group at the end of financial year (in previous year the revaluation was made on 30 September 2012).


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

4 Segment information

The Board of Directors monitors the operating results of its business units of the Group separately for the purpose of making decisions about resource allocations and performance assessment. Segment performance is evaluated based on net profit or loss and it is measured on the same basis as net profit or loss in the financial statements. Group financing (including finance costs and finance revenue) and income taxes are allocated between segments as they are identified on basis of separate legal entities. Consolidation adjustments and eliminations are not allocated on a segment basis. Segment assets are measured in a manner consistent with that of the financial statements. All assets are allocated between segments, because segments are identified on basis of separate legal entities.

For management purposes, the Group is organised into following operating segments based on their products and services:

Furniture production

The furniture segment includes flat-pack furniture mass production and sale. Due to split-off of the Company the subsidiary operating in this segment became an associate of the Group.

Real estate

The real estate segment is involved in investment in commercial real estate and agricultural land. The subsidiaries which activities have been management and administration, intermediation in buying, selling and valuation of real estate, and in the geodesic measurement of land were transferred from the Group due to the split-off of the Company.

Agriculture

Agricultural activities include the primary crop and livestock (milk) production, grain processing and agricultural services. The segment's companies sell plant protection products, fertilizers, seeds, compound feed, feed supplements, veterinary products, buying grain, providing grain and other raw materials drying, cleaning, handling and storage services.

Information technology infrastructure

The information technology infrastructure segment is involved in offering IT infrastructure strategy, security and maintenance solutions, supplies of all hardware and software needed for IT infrastructure solutions of any size and in the development and implementation of software for government register systems, including consultation.

Facilities management

The facilities management segment is involved in facilities management of dwelling-houses, commercial and public real estate properties, as well as construction management.

Other production and service segments

The other production and service segment is involved in, road signs production, wood manufacturing. The entity which activities are growing and trading of ornamental trees and shrubs was transferred from the Group according to the terms of the split-off of the Company. The Group also presents investment, financing and management activities of the holding company in this segment, as these are not analysed separately by the Board of Directors.

Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in column 'Inter-segment transactions and consolidation adjustments'. Capital expenditure consists of additions of property, plant and equipment, intangible assets and investment properties including assets from the acquisition of subsidiaries.

The granted loans from the Company are allocated to other production and services segment. The impairment losses for these loans are allocated to a segment to which the loans are granted initially.

16


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS

ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

4 Segment information (cont'd)

The following table present revenues and profit information regarding the Group's business segments for the 9 months ended 30 September 2013:

| 9 months ended
30 September 2013 | Furniture
production | Real estate | Agriculture | Information
technology | Facility
management | Other
production
and service | Inter-segment
transactions
and
consolidation
adjustments | Total
continuing
operations |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | | | | | | | | |
| Sales to external customers | - | 19,681 | - | 31,024 | 10,281 | 7,041 | - | 68,027 |
| Inter-segment sales | - | 347 | - | 60 | 638 | 2 | (1,047) | - |
| Total revenue | - | 20,028 | - | 31,084 | 10,919 | 7,043 | (1,047) | 68,027 |
| Results | | | | | | | | |
| Other income | - | 226 | - | 16 | 28 | 4,569 | (3,474) | 1,365 |
| Net losses from fair value
adjustment on investment
property | - | 323 | - | - | - | - | - | 323 |
| Net gain (losses) on disposal of
subsidiaries, associates and
joint ventures | - | - | - | - | 1,333 | - | - | 1,333 |
| Gain on the split-off | - | - | - | - | - | 89,358 | - | 89,358 |
| Net changes in fair value on
financial assets | - | - | - | - | - | 680 | - | 680 |
| Segment expenses | - | (21,435) | - | (31,522) | (10,973) | (10,936) | 4,521 | (70,345) |
| Impairment, write-down and
provision | - | 546 | - | (167) | 30 | 24 | - | 433 |
| Share of profit (loss) of the
associates and joint ventures | 1,841 | (95) | 4,513 | - | - | (207) | - | 6,052 |
| Profit (loss) before income tax | 1,841 | (407) | 4,513 | (589) | 1,337 | 90,531 | - | 97,226 |
| Income tax | - | 66 | - | (6) | (193) | (537) | - | (670) |
| Discontinued operation** | 3,962 | - | - | - | - | - | - | 3,962 |
| Net profit (loss) for the period | 5,803 | (341) | 4,513 | (595) | 1,144 | 89,994 | - | 100,518 |
| Attributable to: | | | | | | | | |
| Equity holders of the parent | 4,699 | (341) | 4,513 | (515) | 1,144 | 90,008 | - | 99,508 |
| Non-controlling interests | 1,104 | - | - | (80) | - | (14) | - | 1,010 |

*The Group sold a dormant company UAB Cmanagement for the LTL 1. Since the equity was negative, the Group earned a profit. Without this one-time transaction the facility management segment would have suffered a loss of LTL 189 thousand.

** AB Vilniaus Baldai became an associate of the Group due to the split-off of the Company. According to IFRS 5 the results of the subsidiary until the split-off are presented as discontinued operations as a single amount.


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS

ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

4 Segment information (cont'd)

The following table present revenues and profit information regarding the Group's business segments for the 9 months ended 30 September 2012:

| 9 months ended
30 September 2012 | Furniture
production | Real estate | Agriculture | Information
technology | Facility
management | Other
production
and service | Inter-segment
transactions
and
consolidation
adjustments | Total
continuing
operations |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue | | | | | | | | |
| Sales to external customers | - | 25,552 | - | 23,828 | 8,437 | 8,883 | - | 66,700 |
| Inter-segment sales | - | 887 | - | 139 | 1,127 | 2 | (1,838) | 317 |
| Total revenue | - | 26,439 | - | 23,967 | 9,564 | 8,885 | (1,838) | 67,017 |
| Results | | | | | | | | |
| Other income | - | 30 | - | 204 | 95 | 7,623 | (5,205) | 2,747 |
| Net losses from fair value
adjustment on investment
property | - | (9,223) | - | - | - | - | - | (9,223) |
| Net gain (losses) on disposal of
subsidiaries, associates and joint
ventures | - | (755) | - | - | - | 2,037 | - | 1,282 |
| Net changes in fair value on
financial assets | - | - | - | - | - | 8,218 | - | 8,218 |
| Segment expenses | - | (28,449) | - | (25,847) | (9,973) | (12,849) | 7,043 | (70,075) |
| Impairment, write-down and
provision | - | 803 | - | - | 42 | 88 | - | 933 |
| Share of profit (loss) of the
associates and joint ventures | - | (181) | 9,538 | - | - | 30 | - | 9,387 |
| Profit (loss) before income tax | - | (11,336) | 9,538 | (1,676) | (272) | 14,032 | - | 10,286 |
| Income tax | - | 1,289 | - | 30 | 45 | (1,759) | - | (395) |
| Discontinued operation | 19,549 | - | - | - | - | - | - | 19,549 |
| Net profit (loss) for the period | 19,549 | (10,047) | 9,538 | (1,646) | (227) | 12,273 | - | 29,440 |
| Attributable to: | | | | | | | | |
| Equity holders of the parent | 14,102 | (10,046) | 9,538 | (1,351) | (227) | 12,241 | - | 24,257 |
| Non-controlling interests | 5,447 | (1) | - | (295) | - | 32 | - | 5,183 |

The following table represents segment assets of the Group operating segments as at 30 September 2013 and 31 December 2012:

| Segment assets | Furniture
production | Real
estate | Agriculture | Information
technology | Facility
management | Other
production
and service | Elimination | Total continuing
operations |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| At 30 September 2013 | 76,545 | 183,006 | 12,204 | 26,847 | 9,669 | 107,833 | (48,740) | 367,364 |
| At 31 December 2012 | 98,504 | 275,954 | 48,114 | 27,236 | 9,853 | 249,236 | (118,988) | 589,909 |

The following table represents segment liabilities of the Group operating segments as at 30 September 2013 and 31 December 2012:

| Segment liabilities | Furniture
production | Real
estate | Agriculture | Information
technology | Facility
management | Other
production
and service | Elimination | Total continuing
operations |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| At 30 September 2013 | - | 142,649 | - | 26,103 | 6,429 | 30,104 | (48,740) | 156,545 |
| At 31 December 2012 | 26,495 | 219,277 | - | 25,453 | 7,654 | 13,822 | (118,988) | 173,713 |


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

5 Cash and cash equivalents

Group Company
As at 30 September 2013 As at 31 December 2012 As at 30 September 2013 As at 31 December 2012
Cash at bank 10,354 32,194 6,388 9,719
Cash in hand 15 15 - -
Cash in transit 118 72 - -
Term deposits with the maturity up to 3 months - 23,811 - 23,811
10,487 56,092 6,388 33,530

On 30 September 2013, the Group and the Company have placed also with the banks term deposits with the maturity more than 3 months.

Group Company
Deposit's certificate of AB bankas Snoras 10,910 10,910
Accumulated interest of term deposits 55 55
Less allowance for impairment as consequence of AB bankas Snoras insolvency (10,965) (10,965)
- -

As at 31 December 2012, the Group and the Company have placed term deposits at banks with the maturity of more than 3 months.

Group Company
Deposits with the maturity between 3 and 6 months 9,020 -
Deposits with the maturity more than 6 months 12,316 -
Deposit's certificate of AB Bankas Snoras 20,000 20,000
Accumulated interest 182 141
Less allowance for impairment as consequence of AB Bankas Snoras insolvency (20,100) (20,100)
21,418 41

6 Dividends

In 2013 and 2012 dividends were not declared.

7 Income tax

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
Components of income tax expense
Current income tax charge (28) (2,459) (4) (3)
Prior year current income tax correction - 31 - -
Deferred income tax income (expense) (642) (1,452) (611) (1,700)
Income tax (expenses) income charged to the income statement (670) (3,880) (615) (1,703)

AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

8 Investment into subsidiaries and associates

During the 1st Quarter of 2013 the subsidiaries, which invest in agricultural land, and two subsidiaries, which hold investments, were split-off as preparing of the Company's split-off. Therefore, the Group now has these subsidiaries UAB Kvietnešys, UAB Kvietukas, UAB Laukaitis, UAB Lauknešys, UAB Vasarojus, UAB Žiemkentys, UAB Žiemgula, UAB Žemėja, UAB Žemgalė, UAB Deltuvis, UAB Justum.

In January 2013 the Group acquired 5.27 % of the shares of AB NRD for LTL 200 thousand. The value of the additional interest acquired was LTL 196 thousand. The negative difference equal to LTL 4 thousand between the consideration and the value of the interest acquired has been recognised directly to the shareholders equity.

In April 2013 the Group acquired 70% of the shares of 360° Smart Consulting Ltd for LTL 12 thousand to implement the projects of the information technology segment in Tanzania as resident. Later the entity changed its name to Norway Registers Development East Africa Limited. The net assets of the entity was LTL 25 thousand, the non-controlling interest was increased by LTL 7 thousand due to the acquisition.

On 31 May 2013 the split-off of AB Invalda was completed, due to this the Group have changed significantly. The split-off is described in detail in note 9.

In May 2013 the 100% of the shares of UAB Cmanagement was sold for the LTL 1. The Company suffered loss of LTL 367 thousand on the sale of the shares, because there was recognised impairment of LTL 367 thousand for this investment in previous years, therefore, the impairment was reversed and overall impact on profit or loss of the Company was equal to nil. The Group had earned the profit of LTL 1,333 thousand, because the equity of the subsidiary was negative. Also the liquidation of Invalda Lux S.a.r.l., which was established in Luxembourg, was completed in May. The Company recognised the loss of LTL 150 thousand in the caption "Gains (losses) on disposal of subsidiaries, associates and joint ventures", but the impairment of the same amount was reversed.

In August 2013 the Group has established new subsidiary UAB NRD CS in the information technology infrastructure segment by investing LTL 10 thousand.

Additional acquisition of AB Vilniaus Baldai

The official tender offer to buy up shares in AB Vilniaus Baldai was implemented from 15 July 2013 until 29 July 2013, during which the Company acquired 6.05% of shares (235,093 shares) of AB Vilniaus Baldai with par value of LTL 4, for the total amount of LTL 12,070 thousand. On the basis of preliminary assessment the fair value of acquired part of identifiable net assets is LTL 8,710 thousand. In the carrying amount of associates is recognised goodwill of LTL 3,360 thousand. After the tender offer implementation AB Invalda LT owns 45.40 percent of shares of AB Vilniaus Baldai.

Reconstruction of companies investing in agricultural land

On 31 July 2013 the Company has acquired 100% of shares of UAB Puškaitis, UAB Žemynėlė, UAB Žemgalė, UAB Kvietukas, UAB Vasarojus, UAB Lauknešys from subsidiary UAB Aktyvus Valdymas for LTL 4,166 thousand.

In order to reconstruct parcels owned by the companies investing in agricultural land so that each company manages geographically close parcels located in one or several regions of Lithuania and at the same time to simplify management of the land and reduce operating expenses, the companies' splitting up by mode of parcelling out was initiated. For this purpose, 17 companies were incorporated in August 2013 by investing LTL 170 thousand: UAB Avižėlė, UAB Beržytė, UAB Dirvolika, UAB Duonis, UAB Kupiškio Žemgalė (after reorganization was renamed to UAB Žemgalė), UAB Linaziedė, UAB Marijampolės Puškaitis (after reorganization was renamed to UAB Puškaitis), UAB Pakruojo Kvietukas (after reorganization was renamed to UAB Kvietukas), UAB Pakruojo Laukaitis (after reorganization was renamed to UAB Laukaitis), UAB Panevėžio Vasarojus (after reorganization was renamed to UAB Vasarojus), UAB Pasvalio Lauknešys (after reorganization was renamed to UAB Lauknešys), UAB Pasvalio Žiemkentys (after reorganization was renamed to UAB Žiemkentys), UAB Pušaitis, UAB Sėja, UAB Vilkaviškio Ekotra (after reorganization was renamed to UAB Ekotra), UAB Vilkaviškio Žemynėlė (after reorganization was renamed to UAB Žemynėlė) and UAB Žalvė. On 30 September 2013 mentioned above entities were taken over the assets and liabilities of the nine companies, which have ended activities as consequence of reorganisation: UAB Ekotra, UAB Puškaitis, UAB Žemynėlė, UAB Žemgalė, UAB Kvietukas, UAB Laukaitis, UAB Vasarojus, UAB Lauknešys, UAB Žiemkentys.

20


AB INVALDA LT
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013
(all amounts are in LTL thousand unless otherwise stated)

8 Investment into subsidiaries and associates (cont'd)

Acquisition and disposals during nine months of 2012

During the nine months ended 30 September 2012 the Company and the Group has invested LTL 155 thousand to increase share capital of Invalda Lux S.a.r.l. and LTL 12,700 thousand additionally to increased share capital of UAB Naujoji Švara converting loans granted to shares. During 1st Quarter of 2012 UAB Justiniškių Valda and UAB Justiniškių Aikštelė, which owns investment property previously owned by UAB Jurita, were separated from UAB Jurita. The new separated entities are assigned to real estate segment. The Group has established two real estate investment companies by investing by cash LTL 30 thousand: UAB Lauksėja (investment in the agricultural land), UAB Danės Gildija (project of apartments building in Klaipėda) and UAB Kopų Vėtrungės (project of apartments building in Nida). Also investment properties with carrying value of LTL 7,970 thousand, located in Klaipėda, were invested into share capital of UAB Danės Gildija, and investment properties with carrying value of LTL 3,990 thousand, located in Nida, were invested into share capital of UAB Kopų Vėtrungės.

In April 2012 the Company has acquired 24% of shares of UAB Aikstentis (currently a dormant entity attributed to the real estate segment). Amount of LTL 2,309 thousand was attributed to the non-controlling interest, so it was reduced by this amount, and, respectively, retained earnings attributable to equity holders of the parent were increased. The reason for a large attribution was that in 2010 prospectively applying the new requirement of IAS 27 net losses equal to LTL 2,343 thousand were not attributed to the non-controlling interest of UAB Aikstentis, and due to the sale of UAB Broner (previous subsidiary of UAB Aikstentis) net profit of LTL 2,316 thousand was attributed to the non-controlling interest.

In June 2012 the loans with amount of LTL 807 thousand granted to real estate entity SIA Uran, operating in Latvia, were converted into 50% shares of the entity. These shares were sold for LTL 52 thousand. In the profit (loss) statement a loss of 755 thousand was recognised.

AB Umega

On 12 January 2012, the sale of 29.27% of shares of AB Umega according to the agreement signed on 30 November 2011 was completed. Price for the shares sold equal to LTL 3,745 thousand. The Group has earned a profit of LTL 2,037 thousand. In the Company statements, the price for the shares sold was equal to the carrying amount of the investments. In the caption "Net gains (losses) on disposal of subsidiaries, associates and joint ventures" of the Company's income statements was presented loss of LTL 298 thousand (the price of the shares was less as initial acquisition cost). Therefore, in the caption "Impairment, write-down and provisions" of the Company's income statements was presented impairment reversal of the same amount - LTL 298 thousand.

9 Split-off, discontinued operation, acquisition of own shares

On 20 November 2012 the Extraordinary General Shareholders Meeting of the Company approved drawing up of the terms of the Company's split-off and authorized the Board to prepare the terms of split-off. On 13 February 2013 the split-off terms were published to public. The Extraordinary General Shareholders Meeting approved the terms of the Company's split-off on 9 April 2013. The new name of the Company after the split-off is AB Invalda LT. The name of new established company after split-off is AB Invalda Privatus Kapitalas. In the split-off approximately 45.45 percent of the total assets, liabilities and the equity of the Company was allocated to AB Invalda Privatus Kapitalas. According to the split-off terms some assets were allocated not proportionally (in full to one or other side), some assets was allocated proportionally (investment into the furniture production and agriculture segments). The entities that invest into agricultural land were split-off in the 1st Quarter 2013 into separate legal entities (see Note 8). New entities were allocated in full to one or other side. Remaining assets were allocated under there principle that transferred assets to AB Invalda Privatus Kapitalas would constitute approximately 45.45 percent of total assets of the Company as of the day of executing of the Transfer – acceptance certificates.

Split-off of the Company was ended on 31 May 2013.


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

9 Split-off, discontinued operation, acquisition of own shares (cont'd)

During the six month ended 30 June 2013 the Company implemented two share buy-back. The first share buy-back was implemented from 19 February until 5 March through the market of official offer. Maximum number of shares to be acquired was 5,180,214. Share acquisition price established at LTL 8,287 per share. All offered shares were bought-back, the Company has paid for own shares LTL 42,950 thousand, including brokerage fees. The second share buy-back was implemented from 10 April until 24 May through the market of official offer according to the split-off terms. The shareholders holding the shares with the nominal value of less than 1/10 of the authorized capital of the Company, except the shareholders whose rights to sell shares to the Company during the split – off were limited according to the split – off terms, had a right within 45 days after approval of the split – off terms by the general meeting of shareholders to request that their shares would be redeemed by the Company (until 24 May 2013). The number of shares acquired was 1,099,343. Share acquisition price established at LTL 8,076 per share. The company has paid for own shares LTL 8,889 thousand, including brokerage fees.

According to the terms of the split-off 6,279,557 acquired own shares was cancelled, the reserve for the acquisition of own shares was decreased by LTL 45,566 thousand. Also according to the terms of the split-off 20,689,038 shares, which was owned by the shareholders, which received in exchange shares of AB Invalda Privatus Kapitalas, was cancelled.

After above mentioned transactions the shareholders of the Company were (by votes):

Number of votes
held Percentage
UAB LJB Investments 7.563.974 30.46%
Mrs. Irena Ona Mišeikiene 6.217.082 25.04%
UAB Lucrum Investicija 5.601.621 22.55%
Mr. Darius Šulnis 2.219.762 8.94%
Other minor shareholders 3.231.112 13.01%
Total 24.833.551 100.00%

From 24 September 2013 until 7 October 2013 the third share buy-back was implemented. Maximum number of shares to be acquired was 2,000,000. Share acquisition price established at EUR 2.90 (LTL 10.01) per share. A liability of LTL 20,026 thousand for the value of own shares purchase amount was recognised in the statements of financial position of the Company and the Group. The share buy-back results are described in Note 17.

Share buy-back in 2012

The share buy-back program was exercised on 2 – 15 May 2012. 10 percent of own shares – 5,755,794 shares were acquired for LTL 59,659 thousand, including brokerage fees (for each share – LTL 10.358). Acquired own shares do not have voting rights.

On 24 May 2012 the shareholders of the Company decided to reduce the share capital to LTL 51,802,146 by annulling own shares.

On 6 August 2012, the new version of the Articles of Association of the Company was registered. According to the Articles of Association the share capital was reduced from LTL 57,557,940 to LTL 51,802,146 by annulling 5,755,794 ordinary registered shares with par value of LTL 1, which the Company had acquired. So the decision of shareholder meeting, occurred on 24 May 2012, was implemented.

22


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

9 Split-off, discontinued operation, acquisition of own shares (cont'd)

Below the split-off of the balance sheet of the Company as at 31 May 2013 according to the split-off terms is presented:

The Company before split-off AB Invalda LT AB Invalda Privatus Kapitalas
Non-current asset
Property, plant and equipment 151 43 108
Intangible assets 11 11 -
Investments into subsidiaries 97,653 71,837 25,816
Investments into associates and joint ventures 631 - 631
Investments available-for-sale 1,817 1,705 112
Non-current loans granted 96,683 56,223 40,460
Trade and other receivables long term 2,405 2,405 -
Deferred income tax asset 16,977 9,237 7,740
Total non-current assets 216,328 141,461 74,867
Current asset
Trade and other receivables 791 791 -
Current loans granted 69,893 18,834 51,059
Prepaid income tax 13 13 -
Prepayments and deferred charges 111 28 83
Financial assets at fair value through profit loss 12,647 3,852 8,795
Cash and cash equivalents 25,873 12,673 13,200
Total current assets 109,328 36,191 73,137
TOTAL ASSETS 325,656 177,652 148,004
Equity
Share capital 45,523 24,834 20,689
Share premium 60,747 33,139 27,608
Reserves 175,401 95,685 79,716
Retained earnings 28,221 15,395 12,826
Total equity 309,892 169,053 140,839
Current liabilities
Current borrowings 13,907 6,988 6,919
Trade payables 120 56 64
Other current liabilities 1,737 1,555 182
Total current liabilities 15,764 8,599 7,165
Total liabilities 15,764 8,599 7,165
TOTAL EQUITY AND LIABILITIES 325,656 177,652 148,004

According to IFRIC 17 the gain on the split-off has to be recognised in the profit or loss as difference between fair value and carrying amount of the transferred assets. Based on the preliminary assessment of the fair value of the transferred assets the Company was recognised gain of LTL 67,784 thousand. The main impact of the gain was resulted from the valuation of $32.78\%$ of shares of AB Vilniaus Baldai as 6 month average market price in the NASDAQ OMX exchange. Due to assessment of shares of AB Vilniaus Baldai the Company recognised gain of LTL 59,094 thousand. Another part of the gain was related with transfer of the entities, investing in the agricultural land, and entity, through which was invested in UAB Litagra.


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

9 Split-off, discontinued operation, acquisition of own shares (cont'd)

The assets and liabilities of the Group entities and of the Company transferred from the Group according to the terms of the split-off and recognised in the statement of financial position are follows (inter-group balances are eliminated):

Carrying amount at the transfer date
Intangible assets 1,013
Investment properties 57,914
Property, plant and equipment 44,071
Investment into associates and joint ventures 24,509
Investments available-for-sale 1,154
Deferred income tax assets 9,690
Inventories 38,075
Trade and other receivables 21,386
Loans granted 936
Prepaid income tax 1,445
Prepayments and deferred charges 2,642
Financial assets at fair value through profit loss 8,795
Term deposits 7,958
Cash and cash equivalents 36,602
Total assets 256,190
Deferred income tax liability (1,506)
Borrowings (1,438)
Trade payables (19,824)
Income tax payable (78)
Advance received (2,392)
Other liabilities (9,596)
Total liabilities (34,834)
Total net assets 221,356

The Group has recognised gain on the split-off of LTL 89,358 thousand, from which gain on loss of control of AB Vilniaus Baldai was LTL 89,123 thousand. The calculation of it is presented below:

The fair value of transferred shares of AB Vilniaus Baldai 65,411
The carrying amount of transferred part of the net assets 24,906
Gain on the transferred shares 40,505
Fair value of retained shares of AB Vilniaus Baldai 78,514
The carrying amount of retained part of the net assets 29,896
Gain on remeasuring remaining interest to fair value 48,618
Gain total 89,123

AB Vilniaus Baldai became an associate, which deemed acquisition cost in the Group is equal to the fair value of retained shares of AB Vilniaus Baldai (LTL 78,514 thousand). On the basis of preliminary assessment the fair value of retained part of identifiable net assets is LTL 55,819 thousand. In the carrying amount of associates is recognised goodwill of LTL 22,695 thousand. After split-off the Group has owned 39.35 percent of AB Vilniaus Baldai shares.

24


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

9 Split-off, discontinued operation, acquisition of own shares (cont'd)

Due to split-off the Group transferred 16.76 percent of UAB Litagra shares. On the basis of the preliminary assessment, the fair value of UAB Litagra is equal to its carrying amount, therefore, any gain was not recognised in profit or loss of the Group. The Group has also transferred these entities: UAB Dizaino Institutas, UAB IBC Logistika, UAB Minijos Valda, UAB Riesés Investicija, UAB Naujoji Svara, UAB Ineturas, UAB Elniakampio Namai, UAB projektavimo firma Saistas, UAB BNN, UAB Trakų Kelias, UAB Inreal Valdymas, UAB Inreal, UAB Inreal GEO, UAB Aikstentis. UAB Ente, UAB Justum, UAB Kvietnešys, UAB Šimtamargis, UAB Žemvesta, UAB Deltuvis, UAB Investicijų Tinklas, UAB Fortina, UAB Via Solutions, AB Invetex, UAB Agrobité, UAB Lauko Gélininkystės Bandymų Stotis, UAB Žemėpatis, UAB IŽB 1, UAB Lauksėja, UAB Žiemgula, UAB Žemėja, UAB Kopų Vėtrungės, UAB Danės Gildija, UAB Justiniškių Valda, UAB Justiniškių Aikštelė.

Since due to the split –off was loss of control of AB Vilniaus Baldai, therefore according to IFRS 5, the results of this subsidiary is presented as discontinued operations. Below is presented detailed profit or loss caption of discontinued operation:

Group
Nine months of 2013 Nine months of 2012
Sales revenue 56,285 178,825
Other income 631 776
Changes in inventories of finished goods, work in progress and residential real estate (143) (3,329)
Raw materials and consumables (36,457) (114,779)
Employee benefits expenses (7,912) (20,967)
Impairment, write-down and provisions - 79
Premises rent and utilities (1,757) (3,567)
Depreciation and amortization (2,029) (4,266)
Repairs and maintenance cost of premises (1,912) (3,860)
Other expenses (2,390) (5,858)
Operating profit (loss) 4,316 23,054
Finance cost (3) (20)
Profit (loss) before income tax 4,313 23,034
Income tax credit (expense) (351) (3,485)
Profit (loss) for the period 3,962 19,549

AB INVALDA LT
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013
(all amounts are in LTL thousand unless otherwise stated)

10 Other revenues and expenses

10.1. Net changes in fair value on financial assets

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
Gain (loss) from shares of Trakcja (437) 5,776 (437) 5,776
Other 1,117 2,442 1,117 (248)
Net gain (loss) from financial assets at fair value, total 680 8,218 680 5,528
Realised (loss) gain from available-for-sale investments - - - -
680 8,218 680 5,528

10.2. Finance expenses

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
Interest expenses (1,679) (3,145) (244) (781)
Other finance expenses (41) (129) (34) -
(1,720) (3,274) (278) (781)

9.3. Other income

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
Interest income 1,204 2,501 5,315 9,101
Dividend income 71 18 16,841 28,758
Other income 90 228 40 4
1,365 2,747 22,196 37,863

11 The conversion of the convertible bonds

The application from the bondholders to convert LTL 32,400 thousand par value bonds (par value of one bond is LTL 100) into the shares of the Company was received on 28 March 2012. The bonds were converted into 5,898,182 shares of LTL 1 par value on 30 March 2012, when new By-laws of the Company were registered. After the conversion, share capital of the Company was increased by LTL 5,898 thousand up to LTL 57,558 thousand and divided into 57,557,940 shares of LTL 1 par value. The conversion price of new shares is LTL 5.50 per share. During the $1^{\text{st}}$ half year of 2013 the bond holders paid back of earlier received interest of LTL 4,788 thousand and had forfeited the accrued interest of LTL 2,386 thousand as at 30 March 2012. All these amounts were reversed through equity. The current income tax expenses of LTL 1,076 thousand was presented in the equity also. So total positive impact for the Company's and the Group's equity was amounted to LTL 6,098 thousand.

12 Borrowings

After split-off the Company together with AB Invalda Privatus Kapitalas had announced tender offer to buy up shares of AB Vilniaus Baldai. Since according to the law it is required to accumulate all money, which could to require, if all remaining shareholder of AB Vilniaus Baldai would be respond to the tender offer, the loan of LTL 17,000 thousand was took out from DNB bank. After implementation of the tender offer AB Invalda LT the loan was repaid.


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

13 Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

The weighted average number of shares for the nine months ended 30 September 2013 and 2012 were as follows:

Calculation of weighted average for the nine months ended 30 September 2013 Number of shares (thousand) Par value (LTL) Issued/273 (days) Weighted average (thousand)
Shares issued as at 31 December 2012 51,802 1 273/273 51,802
Acquired own shares as at 8 March 2013 (5,180) 1 206/273 (3,909)
Acquired own shares as at 27 May 2013 (1,099) 1 126/273 (507)
Decrease of shares capital as at 31 May 2013 (20,689) 1 122/273 (9,246)
Shares issued as at 30 September 2013 24,834 - - 38,140
Calculation of weighted average for the nine months ended 30 September 2012 Number of shares (thousand) Par value (LTL) Issued/274 (days) Weighted average (thousand)
Shares issued as at 31 December 2011 51,660 1 274/274 51,660
Shares issued as at 30 March 2012 5,898 1 184/274 3,961
Own shares acquired on 18 May 2012 (5,756) 1 135/274 (2,836)
Shares issued as at 30 September 2012 51,802 1 - 52,785

The following table reflects the income and share data used in the basic earnings per share computations:

Group Company
Nine months of 2013 Nine months of 2012 Nine months of 2013 Nine months of 2012
Net profit (loss), attributable to equity holders of the parent for basic earnings 99,508 22,205 87,004 24,156
Weighted average number of ordinary shares (thousand) 38,140 52,785 38,140 52,785
Basic earnings (deficit) per share (LTL) 2.61 0.42 2.28 0.46

During the nine months of 2013 diluted earnings per share of the Group and Company is the same as basic earnings per share.


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

13 Earnings per share (cont'd)

The following table reflects the share data used in the diluted earnings per share computations for the nine months ended 30 September 2012:

Number of shares (thousand) Issued/274 (days) Weighted average (thousand)
Weighted average number of ordinary shares for basic earnings per share - - 52,785
Potential shares from convertible bond of LTL 25 million (issued on 1 December 2008) 4,545 90/274 1,493
Potential shares from convertible bond of LTL 7.44 million (issued on 8 January 2010) 1,353 90/274 444
Weighted average number of ordinary shares for diluted earnings per share - - 54,722

The following table reflects the income data used in the diluted earnings per share computations for the nine months ended 30 September 2012:

Group Nine months of 2012 Company Nine months of 2012
Net profit (LTL thousand), attributable to the equity holders of the parent for basic earnings 24,257 24,156
Interest on convertible bond 768 768
Net profit (LTL thousand), attributable to equity holders of the parent for diluted earnings 25,025 24,924
Weighted average number of ordinary shares (thousand) 54,722 54,722
Diluted earnings(deficit) per share (LTL) 0.46 0.46

AB INVALDA LT
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013
(all amounts are in LTL thousand unless otherwise stated)

14 Financial assets and fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;

Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly;

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

The following table presents the group's assets and liabilities that are measured at fair value at 30 September 2013:

Level 1 Level 2 Level 3 Total balance
Assets
Shares of Trakcja 893 - - 893
Held-for-trade securities 3,823 - - 3,823
Total Assets 4,716 - - 4,716
Liabilities - - - -

The following table presents the group's assets and liabilities that are measured at fair value at 31 December 2012:

Level 1 Level 2 Level 3 Total balance
Assets
Shares of Trakcja 9,958 - - 9,958
Held-for-trade securities 7,748 15,268 - 23,016
Total Assets 17,706 15,268 - 32,974
Liabilities - - - -

During the nine months ended 30 September 2013, there were no transfers between Level 1 and Level 2 fair value measurements. Financial assets in Level 2 was sold in 1st Quarter 2013.

29


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

15 Other current liabilities

Group Company
As of 30 September 2013 As of 31 December 2012 As of 30 September 2013 As of 31 December 2012
Employee benefits 2,573 7,095 173 386
Liability of the purchase of own shares (Note 9) 20,026 - 20,026 -
Other 3,835 7,151 1,468 2,066
Total other current liabilities 26,434 14,246 21,667 2,452

16 Related party transactions

Receivables from related parties are presented in gross amount (without allowance).

The Company's transactions with related parties during the nine months of 2013 and related quarter-end balances were as follows:

Nine months of 2013 Company Sales to related parties Purchases from related parties Receivables from related parties Payables to related parties
Loans and borrowings 4,751 175 71,243 5,765
Rent and utilities - 70 - -
Dividends 16,770 - 15,880 -
Other 27 80 154 15
21,548 325 87,277 5,780
Liabilities to shareholders and management - - - -

AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

16 Related party transactions (cont'd)

The Company's transactions with related parties during the nine months of 2012 and related quarter-end balances were as follows:

Nine months of 2012 Company Sales to related parties Purchases from related parties Receivables from related parties Payables to related parties
Loans and borrowings 7,606 13 171,723 10,211
Rent and utilities - 114 - 3
Dividends 28,740 - - -
Other - 14 223 14
36,346 141 171,946 10,228
Liabilities to shareholders and management - - - -

The Group's transactions with related parties during the nine months of 2013 and related quarter-end balances were as follows:

Nine months of 2013 Group Sales to related parties Purchases from related parties Receivables from related parties Payables to related parties
Loans and borrowings 255 - 22,300 -
Real estate and facility management income 2 - - -
Roads and bridges construction segment 7 - - -
IT segment 38 - 107 -
Dividends - - 15,880 -
Other - 3 277 33
302 3 38,564 33
Liabilities to shareholders and management 85 - - -

In June 2013 the Group has granted loan of LTL 9 million to the Company's shareholder, which was fully repaid on July 2013.

The Group's transactions with related parties during the nine months of 2012 and related quarter-end balances were as follows:

Nine months of 2012 Group Sales to related parties Purchases from related parties Receivables from related parties Payables to related parties
Loans and borrowings 36 - 6,560 -
Rent and utilities - - - -
Other - - - -
36 - 6,560 -
Liabilities to shareholders and management 280 - 698 -

During the nine months of 2012 the Group and the Company has accrued interest expenses of LTL 768 thousand for owners of convertible bonds, which become the shareholder of the Company. Upon conversion the accrued interest was reversed.


AB INVALDA LT

INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED 30 SEPTEMBER 2013

(all amounts are in LTL thousand unless otherwise stated)

17 Events after the reporting period

As mentioned in Note 9 the Company implemented the share buy-back from 24 September 2013 until 7 October 2013. During it 1,842,553 shares (7.42% of share capital) was acquired for LTL 18,465 thousand, including brokerage fees. The main shareholders had also sold shares to the Company. The acquired shares were settled on 10 October 2013.

After above mentioned transactions the shareholders of the Company are (by votes):

Number of votes held Percentage
UAB LJB Investments 6,939,824 30.19%
Mrs. Irena Ona Mišeikiene 5,678,582 24.70%
UAB Lucrum Investicija 5,264,271 22.90%
Mr. Darius Šulnis 2,219,762 9.65%
Other minor shareholders 2,888,559 12.56%
Total 22,990,998 100.00%