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Invalda INVL Interim / Quarterly Report 2014
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Interim / Quarterly Report
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Invalida LT, AB Consolidated Interim Report for 3 months of 2014
Prepared in accordance with The Rules for the Preparation and the Submission of the Periodic and Additional Information. approved by the decision No. 03-48 of the Board of the Bank of Lithuania passed on 28 February 2013
Approved by the Board of Invalida LT, AB on 30 May 2014
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Translation note:
This version of the Annual Report is a translation from the original, which was prepared in Lithuanian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version takes precedence over this translation.
CONTENTS
I. GENERAL INFORMATION ...3
1. Reporting period for which the report is prepared ...3
2. General information about the Issuer and other companies comprising the Issuer's group ...3
2.1. Information about the Issuer ...3
2.2. Information on company's goals, philosophy and strategy ...3
2.3. Information about the Issuer's group of companies ...3
3. Agreements with intermediaries on public trading in securities ...5
4. Information on Issuer's branches and representative offices ...5
II. INFORMATION ABOUT SECURITIES ...5
5. The order of amendment of Issuer's Articles of Association ...5
6. Structure of the authorized capital ...5
6.1. Information about the Issuer's treasury shares ...5
7. Trading in Issuer's and Issuer's group companies securities as well as securities, which are deemed to be a significant financial investment to the Issuer on a regulated market ...6
7.1. Trading in securities of the Issuer ...6
7.2. Trading Issuer's group companies securities as well as securities, which are deemed to be a significant financial investment to the Issuer ...7
8. Shareholders ...8
8.1. Information about shareholders of the company ...8
III. ISSUER'S MANAGING BODIES ...10
9. The managing bodies of the Issuer ...10
10. Information about the Audit Committee of the company ...13
11. Information on the amounts calculated by the Issuer, other assets transferred and guarantees granted to the Members of the Board, the President and CFO ...14
IV. INFORMATION ABOUT THE ISSUER'S AND ITS GROUP COMPANIES' ACTIVITY ...14
12. Overview of the Issuer and its group activity ...14
12.1. Significant Issuer's and its group events during the reporting period and since the end of it, affect on the financial statements ...14
The Company ...14
Change of business model of Invalda LT, AB ...15
The Sectors ...16
Agricultural sector ...16
Facility management sector ...17
Furniture manufacturing sector ...17
Real estate sector ...18
Agricultural land sector ...18
IT sector ...19
12.2. Issuer's and its group companies' performance results ...20
13. Activity plans and forecast of the Issuer and it's group ...21
14. A description of the principal risks and uncertainties ...21
15. Significant investments made during the reporting period ...21
16. Information on the related parties' transactions ...21
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I. GENERAL INFORMATION
1. Reporting period for which the report is prepared
The report is prepared for 3 months of 2014 (January – March), but material events that took place after the reporting period are disclosed as well. The report is unaudited.
2. General information about the Issuer and other companies comprising the Issuer's group
2.1. Information about the Issuer
| Name of the Issuer | The public joint-stock Invalda LT, hereinafter Invalda LT, AB |
|---|---|
| Code | 121304349 |
| Adress | Seimyniskiu str. 1A. LT-09312 Vilnius. Lithuania |
| Telephone | +370 5 279 0601 |
| Fax | +370 5 279 0530 |
| [email protected] | |
| Website | www.invaldalt.com |
| Legal form | public limited liability company |
| Date and place of registration | 20 March 1992. Register of Enterprise of Vilnius |
| Register in which data about the Company are accumulated and stored | Register of Legal Entities |
2.2. Information on company's goals, philosophy and strategy
Invalda LT is one of the major investment companies in Lithuania and seeks to become one of the leading asset management companies in the region.
Invalda LT. AB started the activity in 1991 as the company Invalda, AB. From 1991 until 1997 it operated as an investment public company established during the state property privatization, which was implemented in accordance to the State Property Primary Privatization law of the Republic of Lithuania. From 1997 until 2003 the company operated as a licenced holding investment company (the license was issued by the Securities Commission of Lithuania). Company's equities have been traded on the NASDAQ OMX Vilnius Exchange since 1995. Since 2013 the company continues its activity under the new name Invalda LT. On 29 April 2014 the Split-Off of Invalda LT, AB was completed. Three companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology comprising 47,95% of Invalda LT assets calculated in book values, were split-off from Invalda LT. Invalda LT is split-off in order to redesign its business model according to classical asset management principles. Invalda LT, AB is split-off in order to redesign its business model according to classical asset management principles.
2.3. Information about the Issuer's group of companies
Major part of Invalda LT group assets was concentrated in Lithuania, and the key entities operated in the furniture manufacturing, real estate, agricultural land, agriculture, information technology (IT) infrastructure, facility management sectors on 31 March 2014.
After completion of the split-off of Invalda LT, AB in 29 April 2014 and completion of the deal of Vilniaus Baldai, AB on 28 May 2014, group companies operate in the agriculture and facility management sectors. Invalda LT owns 100 percent of shares in Invalda LT Investments, a company seeking to receive the asset management company licence issued by the Bank of Lithuania.
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Fig. 2.3.1. The main sectors of Invalda LT, AB group as of 31 March 2014
Fig. 2.3.2. The main sectors of Invalda LT, AB group as 30 May 2014
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3. Agreements with intermediaries on public trading in securities
Invalida LT, AB has signed agreements with these intermediaries:
- Finasta, AB FMI (Maironio str. 11. Vilnius. Lithuania. tel. +370 5 278 6833) – the agreement on investment services, the agreement on management of securities accounting. the agreement on payment of dividends;
- Bank Finasta, AB (Maironio str. 11. Vilnius. tel. +370 5 203 2233) – the agreement on management of securities account. the agreement on investment services;
- Siauliu Bankas, AB (Tilzes str. 149. Siauliai. Lithuania. tel. +370 41 595 607) – the agreement on management of securities account and intermediation;
- DnB Bankas, AB (J. Basanaviciaus str. 26. Vilnius. Lithuania. tel. +370 5 239 3503) – the agreement on financial instruments account management. implementation of orders and offering recommendations;
- SEB Bankas. AB (Gedimino ave. 12. Vilnius. Lithuania. tel. +370 5 268 2370) – the agreement on securities accounting;
- Medicinos Bankas, UAB (Pamenkalnio str. 40. Vilnius. Lithuania. tel. +370 5 264 4845) - the agreement on management of securities account;
- Danske Bank A/S, Lithuania branch (Saltoniskiu str. 2. Vilnius. Lithuania. tel. +370 5 521 6666) - the agreement on investment services;
- FMI Orion Securities, UAB (A. Tumeno str. 4. block B. Vilnius. Lithuania. tel. +370 5 231 3841) - the agreement on investment services;
- Dom Maklerski BZ WBK S.A. (Pl. Wolnosci str. 15. 60-967 Poznan. Poland. tel. +48 61 856 48 80) – the agreement of intermediation;
- AB SEB Pank (Tornimae str. 2. 15010 Tallin. Estonia. tel. +372 6657 772) - the agreement of intermediation.
4. Information on Issuer's branches and representative offices
Invalida LT, AB has no branches or representative offices.
II. INFORMATION ABOUT SECURITIES
5. The order of amendment of Issuer's Articles of Association
The Articles of Association of Invalida LT. AB may be amended by resolution of the General Shareholders' Meeting. passed by more than 2/3 of votes (except in cases provided for by the Law on Companies of the Republic of Lithuania). Actual wording of the Articles of Association is dated as of 29 April 2014. The document has been published on the company's website.
6. Structure of the authorized capital
Table 6.1. Structure of Invalida LT, AB authorised capital as of 31 March 2014.
| Type of shares | Number of shares. units | Total voting rights granted by the issued shares. units | Nominal value. LTL | Total nominal value. LTL | Portion of the authorised capital. % |
|---|---|---|---|---|---|
| Ordinary registered shares | 24,833,551 | 22,797,297 | 1 | 24,833,551 | 100 |
Table 6.2. Structure of Invalida LT, AB authorised capital as of 30 May 2014*.
| Type of shares | Number of shares. units | Total voting rights granted by the issued shares. units | Nominal value. LTL | Total nominal value. LTL | Portion of the authorised capital. % |
|---|---|---|---|---|---|
| Ordinary registered shares | 11,865,993 | 11,865,993 | 1 | 11,865,993 | 100 |
- The reduced amount of shares was influenced by the completion of the split-off procedure of the company on 29 April 2014. Companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology were created on the relevant part of the assets, equity and liabilities separated in the split-off procedure from Invalida LT, AB.
All shares are fully paid-up and no restrictions apply on their transfer.
6.1. Information about the Issuer's treasury shares
Since the beginning of 2014 until the end of the reporting period the company did not implemented share acquisition. Since the beginning of the reporting period of the company the amount of own shares owned by the company totalled to 2,036,254 shares. Shares have been cancelled after completion of the split-off of Invalida LT on 29 April 2014.
After completion of the split-off of Invalida LT, the authorised capital is LTL 11 865 993, it is divided into 11 865 993 ordinary registered shares with nominal value LTL 1 each. The total amount of voting rights in Invalida LT, AB (ISIN LT0000102279) equals to 11 865 993 units.
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7. Trading in Issuer's and Issuer's group companies securities as well as securities, which are deemed to be a significant financial investment to the Issuer on a regulated market
7.1. Trading in securities of the Issuer
Table 7.1.1. Main characteristics of Invalda LT, AB shares admitted to trading
| Data as of 31 March 2014 | Data as of 30 May 2014 | |
|---|---|---|
| Shares issued, units | 24,833,551 | 11,865,993 |
| Shares with voting rights, units | 22,797,297 | 11,865,993 |
| Nominal value, LTL | 1 | 1 |
| Total nominal value, LTL | 24,833,551 | 11,865,993 |
| ISIN code | LT0000102279 | |
| Name | IVL1L | |
| Exchange | NASDAQ OMX Vilnius | |
| List | Baltic Main List (since 1 January 2008) | |
| Listing date | 19 December 1995 | |
| Indrawn into indexes | VILSE (OMX Vilnius Index) | |
| EUETMP (STOXX EU Enlarged TMI (Price), EUR) | ||
| OMXBBCPP (OMX Baltic Benchmark Capped Price Index) | ||
| OMXBBPI (OMX Baltic Benchmark Price Index) | ||
| OMXBPI (OMX Baltic All Share Price Index) | ||
| B40PI (OMX Baltic Financials Price Index) | ||
| TE1P (STOXX All Europe Total Market Price Index) | ||
| B8000PI (OMX Baltic Financials PI) | ||
| B8700PI (OMX Baltic Finl Svc PI) |
Company uses no services of liquidity providers.
Table 7.1.2. Trading in Invalda LT, AB shares
| 3 months of 2012 | 3 months of 2013 | 3 months of 2014 | |
|---|---|---|---|
| Share price, EUR | |||
| - open | 1.930 | 1.970 | 3.380 |
| - high | 2.280 | 2.340 | 3.490 |
| - low | 1.871 | 1.960 | 2.930 |
| - medium | 2.070 | 2.216 | 3.280 |
| - last | 2.274 | 2.310 | 3.140 |
| Turnover, units | 670,763 | 1,544,840 | 38,533 |
| Turnover, EUR | 1,373,700.95 | 3,491,796.76 | 127,371.53 |
| Traded volume, units | 1,429 | 2,595 | 172 |
Fig. 7.1.3. Turnover of Invalda LT, AB shares, change of share price and indexes
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7.2. Trading Issuer's group companies securities as well as securities, which are deemed to be a significant financial investment to the Issuer
Shares of Invalda LT, AB group company Vilniaus Baldai, AB are admitted to trading in NASDAQ OMX Vilnius Main List. Invalda LT owned shares in Vilniaus Baldai, AB during the reporting period.
7.2.1. Trading in shares of Vilniaus Baldai, AB
Table 7.2.1.1. Main characteristics of Vilniaus Baldai, AB shares admitted to trading
| ISIN code | LT0000104267 |
|---|---|
| Name | VBL1L |
| Exchange | NASDAQ OMX Vilnius |
| List | Baltic Main List |
| Listing date | 5 June 2000 |
| Share issue, units | 3,886,267 |
| Nominal value, LTL | 4 |
| Total nominal value, LTL | 15,545,068 |
Table 7.2.1.2. Trading in Vilniaus Baldai, AB shares
| 3 months of 2012 | 3 months of 2013 | 3 months of 2014 | |
|---|---|---|---|
| Share price, EUR | |||
| - open | 10.300 | 14.500 | 14.000 |
| - high | 13.500 | 16.900 | 15.200 |
| - low | 10.300 | 14.200 | 13.100 |
| - medium | 11.900 | 15.128 | 14.551 |
| - last | 13.100 | 16.300 | 14.300 |
| Turnover, units | 13,417 | 23,175 | 9,970 |
| Turnover, EUR | 157,036.94 | 352,064.6 | 142,931.4 |
| Traded volume, units | 205 | 322 | 219 |
Fig. 7.2.1.1. Turnover and share price of Vilniaus Baldai, AB
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8. Shareholders
8.1. Information about shareholders of the company
The Shareholders of Invalda LT, AB Alvydas Banys, LJB Investments, UAB, Irena Ona Mišeikienė, Indrė Mišeikytė, Greta Mišeikytė-Myers, Darius Šulnis, Lucrum investicija, UAB, have signed the agreement on the implementation of a long-term corporate governance policy, so their votes are countable together.
Table 8.1.1. Shareholders who held title to more than 5% of Invalda LT, AB authorised capital and/or votes as of 31 March 2014.
| Name of the shareholder or company | Number of shares held by the right of ownership. units | Share of the authorised capital held, % | Share of the votes. % | ||
|---|---|---|---|---|---|
| Share of votes given by the shares held by the right of ownership, % | Indirectly held votes, % | Total (together with the persons acting in concert), % | |||
| LJB Investments. UAB code 300822575. Juozapavičiaus g. 9A. Vilnius | 6,939,824 | 27.95 | 30.44 | 61.15 | 91.59 |
| Irena Ona Mišeikienė | 6,588,732 | 26.53 | 28.90 | 62.69 | |
| Darius Šulnis | 0,00 | 0.00 | 0.00 | 91.59 | |
| Lucrum Investicija. UAB code 300806471. Šeimyniškių str. 3. Vilnius | 4,690,572 | 18.89 | 20.58* | 71.01 | |
| Alvydas Banys | 1,750,000 | 7.05 | 7.68 | 83.91 | |
| Indrė Mišeikytė | 455,075 | 1.83 | 2.00 | 89.59 | |
| Greta Mišeikytė-Myers | 455,075 | 1.83 | 0.00 | 91.59 |
*Lucrum Investicija, UAB has additionally 2% of votes granted by the shares sold by the repurchase agreement.
Fig. 8.1.2. Votes as of 31 March 2014
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Table 8.1.3. Shareholders who held title to more than 5% of Invalida LT, AB authorised capital and/or votes as of 30 May 2014.
| Name of the shareholder or company | Number of shares held by the right of ownership. units | Share of the authorised capital held. % | Share of the votes. % | ||
|---|---|---|---|---|---|
| Share of votes given by the shares held by the right of ownership. % | Indirectly held votes. % | Total (together with the persons acting in concert). % | |||
| LJB Investments. UAB code 300822575. Juozapavičiaus g. 9A. Vilnius | 3,612,330 | 30.44 | 30.44 | 61.15 | 91.59 |
| Irena Ona Mišeikienė | 3,429,435 | 28.90 | 28.90 | 62.69 | |
| Darius Šulnis | 0,00 | 0.00 | 0.00 | 91.59 | |
| Lucrum Investicija. UAB code 300806471. Šeimyniškių str. 3. Vilnius | 2,441,442 | 20.58 | 20.58* | 71.01 | |
| Alvydas Banys | 910,875 | 7.68 | 7.68 | 83.91 | |
| Indrė Mišeikytė | 236,867 | 2.00 | 2.00 | 89.59 | |
| Greta Mišeikytė-Myers | 236,867 | 2.00 | 0.00 | 91.59 |
*Lucrum Investicija, UAB has additionally 2% of votes granted by the shares sold by the repurchase agreement.
Fig. 8.1.4. Votes as of 30 May 2014
There are no shareholders entitled to special rights of control.
Invalida LT, AB has no knowledge of any restriction on voting rights or mutual agreements between the shareholders. that might result in the restriction of shares transfer and (or) voting rights. There are no agreements to which the Issuer is a party and which would come into effect of being amended or terminated in case of change in the Issuer's control in three months of 2014. As of 31 March 2014 the total amount of shareholders of the company was about 4 thousand. On 29 April 2014 the amount of shareholders of the company consisted of 3.886.
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III. ISSUER'S MANAGING BODIES
9. The managing bodies of the Issuer
The governing bodies of Invalda LT, AB are: the General Shareholders' Meeting, sole governing body – the President and a collegial governing body – the Board. The Supervisory Board is not formed.
Information about members of the Board, CFO and the Audit Committee of the Company.
The Board of Invalda LT, AB was elected during the Extraordinary General Shareholders' Meeting on 28 May 2013. The Board was elected for the 4 years term of office. Mr. Banys was elected as the Chairman of the Board. Mr. Šulnis and Ms. Mišeikytė were elected as the Members of the Board. Mr. Šulnis was appointed as the President of the company on 22 May 2013.
Alvydas Banys – Chairman of the Board
| The term of office | From 2013 until 2016 |
|---|---|
| Educational background and qualifications | Vilnius Gediminas Technical University. Faculty of Civil Engineering. Master in Engineering and Economics. |
| Junior Scientific co-worker. Economic's Institute of Lithuania's Science Academy. | |
| Work experience | Since 1 July 2013 Invalda LT, AB - Advisor |
| Since 2007 LJB Investments, UAB - Director | |
| Since 2007 JLB Property, UAB - Director | |
| 1996 – 2006 Invalda, AB - Vice President | |
| 1996 – 2007 Nenuorama, UAB - President | |
| Owned amount of shares in Invalda LT, AB as of 31 March 2014 | Personally: 1,750,000 units of shares, 7.05 % of authorised capital, 7.68 % of votes. |
| Together with controlled company LJB Investments: 8,689,824 units of shares, 34.99 % of authorized capital, 38.12 % of votes. | |
| Total votes (together with the persons acting in concert) – 91.59 %. | |
| Owned amount of shares in Invalda LT, AB as of 30 May 2014 | Personally: 910,875 units of shares. 7.68 % of authorised capital – 7.68 % of votes. |
| Together with controlled company LJB Investments: 4,523,205 units of shares, 38.12 % of authorized capital, 38.12 % of votes. | |
| Total votes (together with the persons acting in concert) – 91.59 %. | |
| Participation in other companies | Cedus Invest, UAB – Member of the Board |
| BAIP Grupe, UAB – Member of the Board | |
| Invalda LT Investments, UAB – Chairman of the Board | |
| INVL Baltic Farmland, AB – Chairman of the Board | |
| INVL Baltic Real Estate, AB – Chairman of the Board | |
| INVL Technology, AB – Chairman of the Board | |
| Owned shares and votes of other companies | LJB Property, UAB – 99.99 %. |
| LJB Investments, UAB – 82.26 % | |
| Gulbinu Turizmas, UAB – 7.7 %. |
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Indrè Mišeikyté – Member of the Board
| The term of office | From 2013 until 2016 |
|---|---|
| Educational background and qualifications | Vilnius Gedimino Technical University. Faculty of Architecture. Master in Architecture |
| Work experience | Since May 2012 Invalida LT, AB - Advisor |
| Since June 2013 Invalida Privatus Kapitalas, AB – Advisor | |
| Since 2002 Inreal Valdymas, UAB - Architect | |
| Since 2002 Gildeta, UAB - Architect | |
| Owned amount of shares in Invalida LT, AB as of 31 March 2014 | Personally: 455,075 units of shares, 1.83 % of authorised capital – 2 % of votes |
| Total votes (together with the persons acting in concert) – 91.59%. | |
| Owned amount of shares in Invalida LT, AB as of 30 May 2014 | Personally: 236,867 units of shares, 2 % of authorised capital – 2 % of votes |
| Total votes (together with the persons acting in concert) – 91.59%. | |
| Participation in other companies | Invalida Privatus Kapitalas, AB – Member of the Board |
| INVL Baltic Farmland, AB – Member of the Board | |
| INVL Baltic Real Estate, AB – Member of the Board | |
| INVL Technology, AB – Member of the Board | |
| Owned shares and votes of other companies | DIM Investment, UAB – 25%. |
| Tuta, UAB – 5.25%. |
Darius Šulnis – Member of the Board, the President
| The term of office | From 2013 until 2016 |
|---|---|
| Educational background and qualifications | Duke University (USA). Business Administration. Global Executive MBA. |
| Vilnius University. Faculty of Economics. Master in Accounting and Audit. | |
| Financial broker's license (general) No. A109. | |
| Work experience | 2006 – 2011 Invalida, AB – President. 2011 – 2013 Invalida, AB – Advisor. Since May 2013 Invalida LT, AB – President. |
| 2002 – 2006 Invalida Real Estate, UAB (current name Inreal Valdymas) – Director | |
| 1994 – 2002 FBC Finasta, AB – Director | |
| Owned amount of shares in Invalida LT, AB as of 31 March 2014 | Personally: 0 units of shares, 0,00 % of authorised capital and votes |
| Together with controlled company Lucrum Investicija: 4,690,572 units of shares, 18.89 % of authorised capital, 22.58 % of votes (including votes granted by the shares transferred by the repurchase agreement). | |
| Total votes (together with the persons acting in concert) – 91.59%. |
continued on the next page
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the beginning of the table is on the previous page
| Owned amount of shares in Invalda LT, AB as of 30 May 2014 | Personally: 0 units of shares, 0.00 % of authorised capital and votes
Together with controlled company Lucrum Investicija: 2,441,442 units of shares, 20.58 % of authorised capital, 22.58 % of votes (including votes granted by the shares transferred by the repurchase agreement).
Total votes (together with the persons acting in concert) – 91.59 %. |
| --- | --- |
| Participation in other companies | Invaldos Nekilnojamojo Turto Fondas, AB – Chairman of the Board
Litagra, UAB – Member of the Board
BAIP Grupe, UAB – Chairman of the Board
Inservis, UAB – Member of the Board
Invalda LT Investments, UAB – director, Member of the Board
INVL Baltic Farmland, AB – director, Member of the Board
INVL Baltic Real Estate, AB – director, Member of the Board
INVL Technology, AB – director, Member of the Board
Cedus Invest, UAB – Member of the Board
Dommo Grupa, SIA (Latvia) – Member of the Supervisory Board till 5 June 2014
Burusala, SIA (Latvia) – Member of the Supervisory Board till 5 June 2014
Vilniaus Baldai, AB – Member of the Board till 11 June 2014
Kelio Zenklai, UAB – Member of the Board till 2 June 2014 |
| Owned shares and votes of other companies | Lucrum Investicija, UAB – 100 %.
Golfas, UAB – 31 %. |
Raimondas Rajeckas – CFO
| Educational background and qualifications | Vilnius University, Faculty of Economics. |
|---|---|
| Work experience | Since 2006 Invalda LT, AB – CFO |
| 2001 – 2006 Valmeda, AB – CFO | |
| 2000 – 2001 Galincius, AB – CFO | |
| 2000 – 2001 Invaldos Marketingas, UAB (current name Inreal Valdymas. UAB) – CFO | |
| 2000 – 2002 Gildeta, AB – Accountant | |
| 1998 – 2000 Invalda, AB – Accountant | |
| Owned amount of shares in Invalda LT, AB | - |
| Participation in other companies | Invalda LT Investments, UAB – Member of the Board |
| INVL Baltic Real Estate, UAB – Director | |
| INVL Baltic Farmland, UAB – Director | |
| INVL Technology, UAB – Director | |
| Proprietas, UAB – Director | |
| Cooperor, UAB – Director | |
| Inventio, UAB – Director | |
| INVL Fondai, UAB – Director | |
| Aktyvo, UAB – Director | |
| Aktyvus Valdymas, UAB – Director | |
| Finansu Rizikos Valdymas, UAB – Director | |
| Iniciatyvos Fondas, VSI – Director | |
| MBGK, UAB – Director | |
| MGK Invest, UAB – Director | |
| RPNG, UAB – Director | |
| Regenus, UAB – Director | |
| Cedus Invest, UAB – Director | |
| Consult Invalda, UAB – Director | |
| Cedus, UAB – Director |
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10. Information about the Audit Committee of the company
The Audit Committee consists of 2 members. one of which is independent. The members of the Audit Committee are elected by the General Shareholders' Meeting of Invalda LT, AB. The main functions of the Audit Committee should be the following:
- provide recommendations to the Board of the company with selection. appointment. reappointment and removal of an external audit company as well as the terms and conditions of engagement with the audit company;
- monitor the process of external audit;
- monitor how the external auditor and audit company follow the principles of independence and objectivity;
- observe the process of preparation of financial reports of the company;
- monitor the efficiency of the internal control and risk management systems of the company. Once a year review the need of the internal audit function.
- monitor the implementation of the audit firm's recommendations and comments imposed by the Board and the manager of the company.
On 30 August 2013 the General Shareholders meeting removed the Audit Committee in corpore and elected new Committee members: Danuté Kadanaité, a lawyer at Legisperitus. UAB and Tomas Bubinas, a Chief Operating Officer at Biotechpharma, UAB (independent member).
Danuté Kadanaité – Member of the Audit Committee
| The term of office | Since 2013 until 2016 |
|---|---|
| Educational background and qualifications | 2004 – 2006 Mykolas Romeris University. Faculty of Law. Master in Financial Law |
| 2000 – 2004 m. Faculty of Law, BA in Law | |
| 1997 International School of Management | |
| Work experience | Since 2009 Lawyer. Legisperitus, UAB |
| 2008 – 2009 Lawyer, Finasta FBC | |
| 2008 – Lawyer, Invalda, AB | |
| 1999 – 2002 Administrator, Office of Attorney of Law Arturas Sukevicius | |
| 1994 – 1999 Legal Consultant, Financial brokerage company Apyvarta, UAB | |
| Owned amount of shares in Invalda LT, AB | - |
Tomas Bubinas – Independent Member of the Audit Committee
| The term of office | Since 2013 until 2016 |
|---|---|
| Educational background and qualifications | 2004 – 2005 Baltic Management Institute (BMI), Executive MBA |
| 1997 – 2000 Association of Chartered Certified Accountants. ACCA. Fellow Member | |
| 1997 Lithuanian Sworn Registered Auditor | |
| 1988 – 1993 Vilnius University, Msc. in Economics | |
| Work experience | Since 2013 Chief Operating Officer at Biotechpharma, UAB |
| 2010 – 2012 Senior Director, Operations. TEVA Biopharmaceuticals (USA) | |
| 1999 – 2001 Senior Manager, PricewaterhouseCoopers | |
| 1994 – 1999 Senior Auditor, Manager, Coopers & Lybrand. | |
| Owned amount of shares in Invalda LT, AB | - |
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11. Information on the amounts calculated by the Issuer, other assets transferred and guarantees granted to the Members of the Board, the President and CFO
Within three months period of 2014 the calculated remuneration for the Board members of Invalda LT, AB (as employees of the Company) amounted to 188 thousand litas, that is on the average 20.9 thousand litas per month for each member.
The calculated remuneration to the president of the Company and CFO totalled to 136 thousand litas, on the average 22.7 thousand litas per month for each.
During the reporting period the Issuer transferred no assets, granted no guarantees, paid no bonuses or dividends and made no special payouts for the Company's managers and CFO.
IV. INFORMATION ABOUT THE ISSUER'S AND ITS GROUP COMPANIES' ACTIVITY
12. Overview of the Issuer and its group activity
12.1. Significant Issuer's and its group events during the reporting period and since the end of it, affect on the financial statements
The Company
- On 5 February 2014 the General Shareholders Meeting of Invalda LT, AB approved the preparation of the terms of the Spli-off of Invalda LT, AB. The Board was authorized to draw up the terms of split-off of Invalda LT, AB. The approval of the shareholders of Invalda LT to prepare the split-off terms will allow to realize decision to concentrate into asset management business.
- On 24 February 2014 Invalda LT, AB announced unaudited results of Invalda LT group for the period for 12 months of 2013. Consolidated net profit attributable to shareholders of Invalda LT, AB totalled to LTL 109.2 million (EUR 31.6 million). Total consolidated net profit amounted to LTL 110.4 million (EUR 32 million). The net profit of Invalda LT, AB for 12 months of 2013 amounted to LTL 79 million (EUR 22.9 million).
- On 27 February 2014 Invalda LT, AB announced about establishment of the company Invalda LT Investments, UAB that will provide asset management services. The company will apply for asset management company licence issued by the Bank of Lithuania. Alvydas Banys, the Chairman of the Board of Invalda LT, Darius Šulnis and Raimondas Rajeckas, the CFO of Invalda LT were elected to the Board of Invalda LT Investments, UAB.
- On 21 March 2014 Invalda LT informed about drawn - up split-off terms of the public joint - stock company Invalda LT. According to the terms, three companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology, on the moment of the announcement comprising 47.95% of Invalda LT assets calculated in book values, will be split-off from Invalda LT. Invalda LT is split-off in order to redesign its business model according to classical asset management principles. Shareholders' shares in the public joint-stock company Invalda LT will be annulled at the end of the day of registration in the Register of Legal Entities the split-off companies: public joint-stock company INVL Technology, public joint-stock company INVL Baltic Real Estate and a public joint-stock company INVL Baltic Farmland. The annulled shares will be exchanged for the relevant part of shares of the split-off companies according to the rules stated in the split-off terms. 52.05 % of assets, equity and liabilities (calculated in book values) will stay in Invalda LT, 14.45% will be transferred to INVL Baltic Farmland, 30.9 % - will be transferred to INVL Baltic Real Estate and 2.6 % will be transferred to INVL Technology.
- On 1 April 2014 it was announced that Invalda LT Investments, UAB a company of Invalda LT, applied for the asset management company license issued by the Bank of Lithuania. The license will grant the right to manage private equity, real estate and investment funds.
- On 7 April 2014 Invalda LT announced audited results of Invalda LT, AB group for 2013. Consolidated net profit attributable to shareholders of Invalda LT, AB totalled to LTL 107.3 million (EUR 31.1 million). Total consolidated net profit amounted to LTL 108.5 million (EUR 31.4 million). The net profit of Invalda LT, AB for 2013 amounted to LTL 81 million (EUR 23.5 million).
- Seeking to ensure smooth implementation of the split-off process of Invalda LT, the Board of Invalda LT on 15 April 2014 decided to halt trading in Invalda LT shares on NASDAQ OMX Vilnius stock exchange from 23 April 2014 till the end of the split-off.
INVALDA
- On 28 April 2014 Invalda LT signed the agreement with Invalda Privatus Kapitalas regarding acquisition of 45.45% of Cedus Invest shares thus increasing stake in the company up to 100%, and undertake all loans of the company. On 28 April 2014 Invalda LT signed the agreement with Invalda Privatus Kapitalas regarding sale of 45.4% of stake in Vilniaus Baldai AB. Invalda LT will receive LTL 80.198 million (EUR 23.23 million) for 45.4% stake in Vilniaus Baldai. A part of money from the sale will be invested into Litagra, UAB.
- On 28 April 2014 General Shareholders Meetings of Invalda LT and the split-off companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology were held. Resolutions regarding registration of the offices and election of the Members of the Boards were adopted during General Shareholders Meetings of INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology. Darius Šulnis, Alvydas Banys and Indrė Mišeikytė, current Members of the Board of Invalda LT, were elected to the Boards of three newly established companies. General Shareholders Meeting of Invalda LT approved the Split-off as well as terms of the Split-off. Articles of associations of the split-off companies as well as new Articles of associations of Invalda LT and financial statements of 2013 were approved during the Meeting as well.
- On 29 April 2014 the Split-off of Invalda LT was completed. Three newly established companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology operate in the market. The authorised capital of Invalda LT, AB after the split-off amounts to LTL 11.866 million (EUR 3.44 million), INVL Baltic Real Estate - LTL 7.044 million (EUR 2.04 million), INVL Baltic Farmland - LTL 3.294 million (EUR 0.954 million) and INVL Technology - LTL 592.7 thousand (EUR 171.6 thousand).
- On 13 May 2014 trading in shares of Invalda LT was renewed.
- On May 20 2014 Invalda LT, AB announced that INVL Technology, INVL Baltic Farmland and INVL Baltic Real Estate, companies split-off from Invalda LT, will be listed on NASDAQ OMX Vilnius stock exchange since 4 June. INVL Technology, INVL Baltic Farmland and INVL Baltic Real Estate later will apply for closed-end investment company licenses, thus becoming similar to funds. The management of companies will be transferred to Invalda LT Investments, established by Invalda LT, which seeks management company license.
- On 28 May 2014 Invalda LT announced about completion of the transactions regarding sale of 45.4% stake in Vilniaus Baldai and expansion of its share in Litagra, one of the largest agricultural business companies in the Baltic states, up to 36.9%. Invalda LT has received LTL 80.198 million (EUR 23.227 million) for Vilniaus Baldai shares and dividends. LTL 24.124 million (EUR 6.987 million) out of this amount, were paid for 45.45% of Cedus Invest shares. After this acquisition Invalda LT increased its stake in Cedus Invest up to 100%, and undertook all loans of the company. Cedus Invest owns 36.9% of Litagra shares.
Change of business model of Invalda LT, AB
- Business model of Invalda LT is redesigned according to classical asset management principles. Company seeks to become one of the leading asset management companies in the region and receive the main income from management activity.
- The Split-Off of Invalda LT, AB was completed on 29 April 2014. Three newly established companies INVL Baltic Farmland, INVL Baltic Real Estate and INVL Technology operate in the market. From Invalda LT, AB, the company continuing its activity after the split-off, companies INVL Baltic Farmland, which is going to invest into agricultural land, INVL Baltic Real Estate, which will invest into real estate and INVL Technology, which will invest into information technology companies, were created on the basis of the separated part of assets, equity and liabilities. These companies will apply for closed-end investment company licenses and will be similar to investment funds.
- 17 companies investing into agricultural land and loans granted to them were transferred to INVL Baltic Farmland. Presently 17 companies altogether own about 3 thousand hectare of land, the consolidated equity at the end of 2013 amounted to LTL 34.3 million (EUR 9.9 million).
- Invaldos Nekilnojamojo Turto Fondas and Rovelija, loans granted to the company Rovelija and assets in Latvia related to the real estate logistics project were transferred to INVL Baltic Real Estate. Consolidated equity of INVL Baltic Real Estate, would amount to LTL 44.2 million (EUR 12.8 million), assets - LTL 150.6 million (EUR 43.6 million), as of the end of 2013.
- 80 percent of BAIP Group shares were transferred to INVL Technology. As it was announced earlier, unaudited revenues of BAIP Group increased by 25% in 2013 and reached LTL 50.7 million (EUR 14.7 million). Meanwhile EBITDA (earnings before interest, taxes, depreciation and amortization) increased by 63 percent and reached LTL 4.4 million (EUR 1.3 million).
- Shares of the newly established companies will be quoted on the NASDAQ OMX Vilnius Exchange since 4 June.
15
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- All the shareholders of Invalda LT, which is more than 3800, proportionally to their owned amount of shares will participate in the capital of the new companies. 52.05 % of asset, equity and liabilities (according to book value) of Invalda LT stay in Invalda LT, 14.45% were given in INVL Baltic Farmland, 30.9% - in INVL Baltic Real Estate and 2.6% in INVL Technology.
Fig. 12.1.1. Planned group structure
* Companies INVL Baltic Farmland, AB, INVL Technology, AB and INVL Baltic Real Estate, AB will be listed since 4 June 2014.
** On 28 May 2014, Invalda LT, AB completed a transaction regarding sale of 45.4 percent stake in Vilniaus Baldai, AB to the company Invalda Privatus Kapitalas, AB.
The Sectors
Note: Descriptions and results of the sectors show data as of 31 March 2014
Agricultural sector
In the agricultural sector Invalda LT, AB owned 20.1 % of Litagra, UAB (one of the largest groups of agriculture companies in the Baltic states) shares through the company Cedus Invest by the time of the reporting period.
LITAGRA
In the first quarter, comparing with the same period in 2013, Litagra turnover reduced by 7,3 percent to LTL 67 million, earnings before interest, taxes, depreciation and amortization (EBITDA) fell by 27 percent to LTL 2,7 million and losses amounted to LTL 0,3 million (2013 January-March profit reached LTL 0,8 million).
The first quarter, due to seasonality, is characterized by a relatively small volume of business. Adverse weather conditions contributed to comparatively worse result this year.
It was announced in late April that Invalda LT Board had finished review of Litagra strategic alternatives and decided to enlarge the stake. On 28 May 2014 under LTL 24.124 million transaction, Invalda LT has acquired 45.45 percent of Cedus Invest shares and loans granted to the company from Invalda Privatus Kapitalas. This transaction increased Invalda LT stake in the company to 100 percent. Cedus Invest owns 36.9 percent of Litagra shares.
Invalda LT believes that the whole company's potential is still unused, so it expects to contribute to both the organic growth of Litagra Group and the market consolidation through acquisitions. Litagra operates in several different agricultural and food processing segments of Lithuania, Latvia and Estonia, and is involved in the global food supply chain. A wide range of activities and possible business geography, based on the traditional competitive industries in the region, opens up diverse opportunities for growth and development.
Table 12.1.3. Results of the Litagra, UAB group
| Million litas | 3 months of 2012 | 3 months of 2013 | 3 months of 2014 |
|---|---|---|---|
| Sales | 36.9 | 72.3 | 67.0 |
| EBITDA | 1.1 | 3.7 | 2.7 |
| Net result, according to the data provided by the company | (2.6) | 0.8 | (0.3) |
More information on the services and activity of the sector is provided on http://www.litagragroup.lt
INVALDA
Facility management sector
Invalda LT, AB owns facility management companies – Inservis, (former company name – Inreal Pastatu Prieziura) Priemiestis, Jurita and Naujosios Vilnius Turgaviete.
The companies of facility management sector are providing facility management. engineering systems oversight. audit and incidents management. indoor air quality testing, multi-apartment house management, installation, repair, cleaning and other services.
The operating results in building maintenance industry has improved – main cause for that were changes made in 2013, focused on increasing efficiency. New office was opened in Panevezys in the first quarter, which attracted customers (supermarkets Babilonas, Kubas, Makveza, AQ Wiring Systems and others) and allowed to become one of the leading building services providers in the city.
Table 12.1.4. Results of the facility management sector
| Million litas | 3 months of 2012 | 3 months of 2013 | 3 months of 2014 |
|---|---|---|---|
| Sales | 3.0 | 3.2 | 4.5 |
| EBITDA | 0.03 | 0.0 | 0.7 |
| Net profit | (0.1) | (0.2) | 0.4 |
Furniture manufacturing sector
In the furniture manufacturing sector Invalda LT, AB controls 45.4% in Vilniaus Baldai, AB (28 May 2014 Invalda LT sold owned stake in Vilniaus Baldai to Invalda Privatus Kapitalas, AB. Invalda LT has received LTL 80.198 million (EUR 23.227 million) for Vilniaus Baldai shares and dividends). Vilniaus Baldai, AB is the leading furniture manufacturing company in Lithuania which exports almost all its production to the Swedish concern IKEA. Vilniaus Baldai, AB produces mass production furniture made of wood particle boards. using the most modern honeycomb substrate technology that helps to reduce the weight of a massive panel.
Sales of Vilniaus Baldai amounted to LTL 52.914 million in first quarter of 2014 – 50 percent more than during the same period in 2013 (LTL 35.135 million). Net profit, respectively, increased from LTL 3.185 million to LTL 5,486 million. Earnings before interest, taxes, depreciation and amortization (EBITDA) grew by 52 percent from LTL 4.817 million to LTL 7.342 million.
The better results were caused by steady increase in production, which was influenced by the success of new products. The company has been recently giving great attention to product quality improvement, as well as intensely preparing for children room furniture production.
For the year 2013 the company allocated LTL 34.2 million of dividends, LTL 8.8 per share. Vilniaus Baldai, AB exports almost all its production, which is bought by Swedish concern IKEA.
Table 12.1.5. Results of the furniture manufacturing sector
| Million litas | 3 months of 2012 | 3 months of 2013 | 3 months of 2014 |
|---|---|---|---|
| Sales | 58.5 | 35.1 | 52.9 |
| EBITDA | 8.5 | 4.8 | 7.3 |
| Net result | 6.1 | 3.2 | 5.5 |
| Capitalisation | 175.8 | 218.7 | 191.9 |
INVALDA
Real estate sector
In the real estate sector Invalda LT has invested in commercial rental property. Group companies own a total of 61,3 thousand square meters of their own premises in Vilnius and Riga, and 27,3 thousand square meters third party premises in Vilnius and Kaunas.
Improvement of the main results is related to increases in rental prices and the decline in the available space.
In March 2014, the Vilnius Regional Court has received requests to raise up the insolvency proceedings of the Group companies Sago and INTF investicija. Companies became insolvent when the financing bank decided not to renew loan agreements. Both projects were uncompetitive in the current market conditions, therefore, the bankruptcy procedure was the best solution to protect the interests of creditors. Bankruptcy proceedings will not have adverse effects on the Group performance, as both companies have been recorded in Invalda LT financial statements at nil value.
Upon completion of Invalda LT split-off, the real estate sector enterprises (all except Sago, UAB) were transferred to INVL Baltic Real Estate, which from 4 June will be listed on NASDAQ OMX Vilnius Stock Exchange.
Table 12.1.6. Result of the real estate sector
| Million litas | 3 months of 2012 | 3 months of 2013 | 3 months of 2014 |
|---|---|---|---|
| Value of the real estate: | 220.1 | 202.1 | 145.4 |
| Shareholders equity (inc. loans from Invalda LT) | 99.7 | 109.7 | 47.2 |
| Loans from credit institutions | 121.4 | 99.9 | 93.3 |
| Rental income | 4.2 | 4.0 | 4.0 |
| From this owned by clients | 1.3 | 1.3 | 1.4 |
| Change of the real estate value | 0.0 | 0.1 | 0.6 |
| Companies' sales result. allowance and other non-monetary items | 0.0 | 0.1 | 0.0 |
| Result of the real estate sector | 0.3 | (0.5) | 0.7 |
Agricultural land sector
The main event in agricultural land market has been the legislative changes, restricting investors to acquire land. Since 1 January 2014, new changes came into force, extending the pre-emptive right to acquire land for landowners; since 1 May 2014, when the land market is opened to foreigners, even broader restrictions came into force. Land purchasers are required to have relevant experience in the field of agriculture, and the transactions need permission of the National Land Authority. In addition, not only the purchase of land has been limited, but an acquisition of agricultural land managing companies' shares too. Limitations are more strict than in other European Union countries and may be opposing to the rules of free movement of capital within European Union. After the adoption of amendments further increase of agricultural land portfolio in Lithuania is limited.
Upon completion of Invalda LT split-off, 17 agricultural land managing companies were transferred to INVL Baltic Farmland, AB, whose shares will be listed on the NASDAQ OMX Vilnius Stock Exchange since 4 June 2014.
Table 12.1.7. Major indicators of agricultural land sector are presented below:
| 3 months of 2012 | 3 months of 2013 | 3 months of 2014 | |
|---|---|---|---|
| Value of agricultural land, LTL million | 35.3 | 42.2 | 37.0 |
| Shareholders' equity (incl. loans from Invalda LT, AB), LTL million | 32.8 | 42.3 | 34.5 |
| Rental income, LTL million | 0.3 | 0.4 | 0.3 |
| Result of the agricultural land sector, LTL million | (0.1) | (0.1) | 0.0 |
Note: Arable land equaled to 3016 hectare in the end of March 2014. Compared with 3 months of 2013, the owned amount of agricultural land decreased due to the split-off of Invalda, AB, Invalda Privatus Kapitalas, AB became the owner of 9 companies holding 2071.7 hectares of land.
INVALDA
IT sector
In Lithuania BAIP group companies in the first quarter of 2014 signed a contract with State Tax Inspectorate under the Ministry of Finance of the Republic of Lithuania for the creation of ITIS_EU module mini one-stop shop. Furthermore, a hardware and software supply, installation and configuration contract worth LTL 2.247 million (EUR 0.65 million) was signed and partially implemented with the University of Vilnius, which together with the Lithuanian and Belarusian partners is currently carrying out a project -Social, economic development and promotion of entrepreneurship through the development of a cross-border R&D and innovation network in the field of cloud computing. Three year computer equipment lease and workplace maintenance service agreement was signed with Litgrid, AB, with a maximum value of the contract amounting to LTL 1.462 million (EUR 0.42 million).
BAIP group cyber security competence centre NRD CS added new solutions for responding to national malware outbreaks and child abuse content to its technology portfolio. In addition, NRD CS joined the Council on CyberSecurity - an independent, expert, not-for-profit organization based in Washington DC - as a Provider Member, focused on competencies and supporting the work of the Council. Cyber security technological capacity strengthening contract was signed with Lithuanian Railways (Lietuvos Gelezinkeliai, AB).
Supply and Implementation of an eRegistry System in Mauritius Project has contributed to the positive first quarter results of the whole BAIP group. In November, 2013 the first stage of the Project - modernization and optimization of the RGD - was finished, and currently the second stage is being implemented - the services are being made available online. The whole project (with 5 year maintenance) is worth LTL 9.3 million (EUR 2.69 million). Additionally, LTL 0.437 million (EUR 0.13 million) contract was signed with Mauritius Registrar-General's Department (RGD) for the expansion of the data centre, warranty maintenance and business continuity services.
In Burundi two contracts have been signed, and 3 BAIP group companies, led by BAIP, are currently implementing Burundi Central Bank data centre infrastructure modernisation and 5 year maintenance project, financed by the World Bank and worth LTL 6.79 million (EUR 1.97 million).
BAIP group will continue its business development in East Africa, where the company is currently implementing a programme for young businesses and science projects. BAIP group is looking for young perspective businesses that could be connected to European information technology businesses, scientists and mentors, seeking to finance them and invest in their development.
In addition, BAIP group companies have signed a contract with Fredskorpset Norway (FK) which will support and finance young employee exchange among BAIP group companies in Norway and Tanzania. During 21 month period, implemented in three 7-month-long rounds, a total of 17 young professionals from Tanzania and Europe will intern at NRD and NRD EA respectively. As a result of this programme, up to 20 new IT jobs in East Africa will be created, BAIP group operations in East Africa will receive local support and a cluster of new IT services will be developed. The first round of exchange will take place from the 11th of August, 2014 to the 10th of March, 2015. Total value of the project is almost LTL 1.564 million (EUR 0.45 million).
INVL Technology, AB which was split-off from Invalda LT on 29 April 2014, owns 80% of BAIP Group shares. Shares of the company will be listed on the NASDAQ OMX Vilnius Stock Exchange since 4 June 2014
Table 12.1.8. Results of IT sector²
| Million litas | 3 months of 2012 | 3 months of 2013 | 3 months of 2014 |
|---|---|---|---|
| Sales | 7.2 | 8.7 | 10.1 |
| EBITDA | 0.4 | 0.6 | 1.1 |
| Net profit (loss) | (0.6) | 0.0 | 0.3 |
More information on the services and activity of the sector is provided on www.baipgrupe.lt; www.baip.lt; www.nrd.no; www.nrd.lt; www.nrd.co.tz; www.nrdcs.lt
² Norway Registers Development AS (NRD) results are consolidated from December 2011.
INVALDA
12.2. Issuer's and its group companies' performance results
Table 12.2.1. Income for the period 2012-2014, thousand litas
| Company's | Group's | |||||
|---|---|---|---|---|---|---|
| 3 months of 2012 | 3 months of 2013 | 3 months of 2014 | 3 months of 2012 | 3 months of 2013 | 3 months of 2014 | |
| Sales income | - | - | - | 82,559 | 23,206 | 21,170 |
| - furniture manufacturing | - | - | - | 58,501 | - | - |
| - real estate | - | - | - | 12,124 | 8,984 | 5,302 |
| - agricultural land | - | - | - | 344 | 395 | 287 |
| - information technology | - | - | - | 7,153 | 8,692 | 10,122 |
| - facility management | - | - | - | 3,013 | 3,245 | 4,521 |
| - other companies | - | - | - | 2,272 | 2,459 | 1,465 |
| - elimination | - | - | - | (848) | (569) | (527) |
| Gain (loss) from investments | 11,847 | (1,029) | 212 | 16,295 | (1,029) | 212 |
| Other income | 3,203 | 2,336 | 1,005 | 1,597 | 566 | 286 |
| - interest income | 3,202 | 2,333 | 979 | 1,313 | 555 | 261 |
| - dividend income | - | - | - | - | - | - |
| - other income | 1 | 3 | 26 | 284 | 11 | 25 |
| Change in value of investment properties | - | - | - | 49 | 124 | 573 |
Table 12.2.2. Main items of financial statements, thousand litas
| Company's | Group's | |||||
|---|---|---|---|---|---|---|
| 3 months of 2012 | 3 months of 2013 | 3 months of 2014 | 3 months of 2012 | 3 months of 2013 | 3 months of 2014 | |
| Non current assets | 123,224 | 202,439 | 112,294 | 374,379 | 363,744 | 296,500 |
| Current assets | 291,149 | 125,108 | 64,624 | 293,527 | 175,575 | 70,619 |
| Assets classified as held for sale | - | - | - | - | - | - |
| Equity | 410,279 | 317,223 | 160,973 | 472,253 | 374,732 | 222,028 |
| Equity attributable to equity holders of the parent Company | 410,279 | 317,223 | 160,973 | 441,441 | 350,741 | 221,626 |
| Minority interest | - | - | - | 30,812 | 23,991 | 402 |
| Non-current liabilities | - | - | - | 140,571 | 120,095 | 19,096 |
| Current liabilities | 4,094 | 10,324 | 15,945 | 55,082 | 44,492 | 125,995 |
| Result before taxes | 13,268 | (363) | 1,053 | 23,685 | (1,733) | 2,995 |
| Net result | 11,006 | (382) | 990 | 20,409 | 1,418 | 2,736 |
| Net result attributable to holders of the parent Company | - | - | - | 18,814 | 515 | 2,714 |
INVALDA
Table 12.2.3. Equity and liabilities
| Million litas | 3 months of 2012 | 3 months of 2013 | 3 months of 2014 |
|---|---|---|---|
| Equity | 410.3 | 317.2 | 161.0 |
| Liabilities to financial institutions | - | - | 8.7 |
| From this long term | - | - | - |
| Liabilities to group companies | 0.4 | 8.0 | 4.6 |
| Bonds | - | - | - |
| Other liabilities | 3.7 | 2.3 | 2.6 |
| Total liabilities | 4.1 | 10.3 | 15.9 |
| Total Equity and Liabilities | 414.4 | 327.5 | 176.9 |
13. Activity plans and forecast of the Issuer and it's group
The business model of Invalda LT is redesigned according to classical asset management principles. Invalda LT seeks to receive the main income from the assets management business and to become one of the leading asset management companies in the region. The reorganization will allow investors to select the asset or business in which they would like to invest. The Investors will be able to select the sector, the risk level as well as the term of the investments. By licensing the activities and being under the supervision of the Bank of Lithuania, there will be an increase in transparency and reduction in investment risk. The raised new capital will allow to implement larger projects.
14. A description of the principal risks and uncertainties
During the first quarter of this year there were no material changes from the information about the principal rinks and uncertainties disclosed in the latest annual report.
15. Significant investments made during the reporting period
During the reporting period Invalda LT. AB has not made any major acquisitions. More detail about investments are described in the section 8 of the financial statements.
After the reporting period Invalda LT signed the agreement with Invalda Privatus Kapitalas regarding acquisition of 45.45% of Cedus Invest shares thus increasing stake in the company up to 100%. and undertake all loans of the company on 28 April 2014. On the same day Invalda LT signed the agreement with Invalda Privatus Kapitalas regarding sale of 45.4% of stake in Vilniaus Baldai. AB. On 28 May 2014 Invalda LT announced about completion of the transactions regarding sale of 45.4% stake in Vilniaus Baldai and expansion of its share in Litagra, one of the largest agricultural business companies in the Baltic states, up to 36.9%. Invalda LT has received LTL 80.198 million (EUR 23.227 million) for Vilniaus Baldai shares and dividends. LTL 24.124 million (EUR 6.987 million) out of this amount, were paid for 45.45% of Cedus Invest shares. After this acquisition Invalda LT increased its stake in Cedus Invest up to 100%, and undertook all loans of the company. Cedus Invest owns 36.9% of Litagra shares.
16. Information on the related parties' transactions
Information on the related parties' transactions is disclosed in consolidated and Company's financial statements explanatory notes.
The president
Darius Šulnis