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Invalda INVL — Interim / Quarterly Report 2017
Aug 31, 2017
2247_rns_2017-08-31_3d689c2f-a6e7-449f-923e-689be58037ae.pdf
Interim / Quarterly Report
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INVALDA INVL
AB INVALDA INVL
Consolidated Interim Condensed Not-audited Financial Statements for the six months ended 30 June 2017
prepared in accordance with International Financial Reporting Standards as adopted by the European Union
AB INVALDA INVL
CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
GENERAL INFORMATION
Board of Directors
Mr. Alvydas Banys (chairman of the Board)
Ms. Indrė Mišeikytė
Mr. Darius Šulnis
Management
Mr. Darius Šulnis (president)
Mr. Raimondas Rajeckas (chief financial officer)
Principal place of business and company code
Gynėjų Str. 14,
Vilnius,
Lithuania
Company code 121304349
Banks
AB DNB Bankas
AB Šiaulių Bankas
AB SEB Bankas
"Swedbank" AS
"Swedbank", AB
Nordea Bank AB Lithuania Branch
Nordea Bank AB Latvia Branch
AS "Meridian Trade Bank"
Danske Bank A/S Lithuania Branch
UAB Medicinos Bankas
The financial statements were approved and signed by the Management and the Board of Directors on 31 August 2017.

Mr. Darius Šulnis
President

Mr. Raimondas Rajeckas
Chief financial officer
AB INVALDA INVL
CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Interim consolidated and Company's income statements
| Notes | Group | Company | |||
|---|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | ||
| Revenue | 3 | 3,212 | 2,146 | - | - |
| Other income | 8.3 | 1,167 | 770 | 1,156 | 748 |
| Net changes in fair value of financial assets at fair value through profit or loss | 6, 8.1 | 7,257 | (232) | 7,262 | (252) |
| Employee benefits expenses | (1,707) | (1,362) | (159) | (343) | |
| Funds distribution fees | (509) | (371) | - | - | |
| Information technology maintenance expenses | (105) | (201) | (4) | (5) | |
| Depreciation and amortisation | (168) | (163) | (3) | (4) | |
| Premises rent and utilities | (154) | (153) | (15) | (15) | |
| Advertising and other promotion expenses | (76) | (91) | - | - | |
| Other expenses | 8.4 | (591) | (553) | (60) | (68) |
| Operating profit (loss) | 8,326 | (210) | 8,177 | 61 | |
| Finance costs | 8.2 | - | - | (6) | (2) |
| Share of net (loss) profit of subsidiaries accounted for using the equity method | - | - | 229 | (295) | |
| Profit (loss) before income tax | 8,326 | (210) | 8,400 | (236) | |
| Income tax expenses | 7 | (586) | (3) | (660) | 23 |
| PROFIT (LOSS) FOR THE PERIOD | 7,740 | (213) | 7,740 | (213) | |
| Attributable to: | |||||
| Equity holders of the parent | 7,740 | (213) | 7,740 | (213) | |
| Basic earnings (deficit) per share (in EUR) | 9 | 0.67 | (0.02) | 0.67 | (0.02) |
| Diluted earnings (deficit) per share (in EUR) | 9 | 0.67 | (0.02) | 0.67 | (0.02) |
AB INVALDA INVL
CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Interim consolidated and Company's statements of comprehensive income
| Group | Company | |||
|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | |
| Profit (loss) for the year | 7,740 | (213) | 7,740 | (213) |
| Net other comprehensive income (loss) that may be subsequently reclassified to profit or loss | - | - | - | - |
| Net other comprehensive income (loss) not to be reclassified to profit or loss | - | - | - | - |
| Other comprehensive income (loss) for the period, net of tax | - | - | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD, NET OF TAX | 7,740 | (213) | 7,740 | (213) |
| Attributable to: | ||||
| Equity holders of the parent | 7,740 | (213) | 7,740 | (213) |
AB INVALDA INVL
CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Interim consolidated and Company's statements of financial position
| Notes | Group | Company | |||
|---|---|---|---|---|---|
| As at 30 June 2017 | As at 31 December 2016 | As at 30 June 2017 | As at 31 December 2016 | ||
| ASSETS | |||||
| Non-current assets | |||||
| Property, plant and equipment | 64 | 72 | 1 | 2 | |
| Intangible assets | 3,598 | 3,749 | 4 | 6 | |
| Investments into subsidiaries | 5; 6 | 5,713 | 5,449 | 13,340 | 12,962 |
| Investments into associates | 6 | 26,756 | 23,554 | 26,756 | 23,554 |
| Investments available-for-sale | 494 | 494 | 494 | 494 | |
| Loans granted | - | - | - | - | |
| Financial assets at fair value through profit loss | 6 | 18,017 | 14,485 | 18,017 | 14,485 |
| Deferred income tax asset | 622 | 778 | - | 164 | |
| Total non-current assets | 55,264 | 48,581 | 58,612 | 51,667 | |
| Current assets | |||||
| Trade and other receivables | 1,409 | 1,285 | 439 | - | |
| Current loans granted | 183 | 437 | 183 | 437 | |
| Prepaid income tax | 52 | 24 | 49 | 21 | |
| Prepayments and deferred charges | 82 | 101 | 8 | 48 | |
| Financial assets at fair value through profit loss | 6 | 3,244 | 2,418 | 1,532 | 901 |
| Restricted cash | 103 | 103 | 103 | 103 | |
| Cash and cash equivalents | 1,966 | 1,464 | 853 | 384 | |
| Total current assets | 7,039 | 5,832 | 3,167 | 1,894 | |
| Total assets | 62,303 | 54,413 | 61,779 | 53,561 |
(cont'd on the next page)
AB INVALDA INVL
CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Consolidated and Company's statements of financial position (cont'd)
| Notes | Group | Company | |||
|---|---|---|---|---|---|
| As at 30 June 2017 | As at 31 December 2016 | As at 30 June 2017 | As at 31 December 2016 | ||
| EQUITY AND LIABILITIES | |||||
| Equity | |||||
| Equity attributable to equity holders of the parent | |||||
| Share capital | 10 | 3,441 | 3,441 | 3,441 | 3,441 |
| Own shares | 10 | (1,214) | (1,108) | (1,214) | (1,108) |
| Share premium | 4,996 | 4,996 | 4,996 | 4,996 | |
| Reserves | 10 | 12,033 | 11,944 | 12,016 | 11,940 |
| Retained earnings | 41,135 | 33,408 | 41,152 | 33,412 | |
| 60,391 | 52,681 | 60,391 | 52,681 | ||
| Liabilities | |||||
| Non-current liabilities | |||||
| Deferred income tax liability | 576 | 82 | 496 | - | |
| Total non-current liabilities | 576 | 82 | 496 | - | |
| Current liabilities | |||||
| Current borrowings | - | - | 404 | 398 | |
| Trade payables | 134 | 198 | 4 | 8 | |
| Income tax payable | 27 | 61 | - | - | |
| Other current liabilities | 1,175 | 1,391 | 484 | 474 | |
| Total current liabilities | 1,336 | 1,650 | 892 | 880 | |
| Total liabilities | 1,912 | 1,732 | 1,388 | 880 | |
| Total equity and liabilities | 62,303 | 54,413 | 61,779 | 53,561 |
(the end)
AB INVALDA INVL
CONSOLIDATED AND COMPANY'S INTERIM CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Consolidated and Company's statements of changes in equity
| Group | Notes | Share capital | Own shares | Share premium | Reserves | Retained earnings | Total equity | |
|---|---|---|---|---|---|---|---|---|
| Legal and other reserves | Reserve for acquisition of own shares | |||||||
| Balance as at 31 December 2016 | 3,441 | (1,108) | 4,996 | 823 | 11,121 | 33,408 | 52,681 | |
| Profit for the six months of 2017 | - | - | - | - | - | 7,740 | 7,740 | |
| Total comprehensive income (loss) for the six months of 2017 | - | - | - | - | - | 7,740 | 7,740 | |
| Share based payment | 10 | - | - | - | 76 | - | - | 76 |
| Changes in reserves | - | - | - | 13 | - | (13) | - | |
| Acquired own shares | 10 | - | (106) | - | - | - | - | (106) |
| Total transactions with owners of the Company, recognised directly in equity | - | (106) | - | 89 | - | (13) | (30) | |
| Balance as at 30 June 2017 | 3,441 | (1,214) | 4,996 | 912 | 11,121 | 41,135 | 60,391 | |
| Group | Notes | Share capital | Own shares | Share premium | Reserves | Retained earnings | Total equity | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Legal and other reserves | Reserve for acquisition of own shares | |||||||
| Balance as at 31 December 2015 | 3,441 | (550) | 4,996 | 473 | 11,121 | 28,642 | 48,123 | |
| Profit (loss) for the six months of 2016 | - | - | - | - | - | (213) | (213) | |
| Total comprehensive income (loss) for the six months of 2016 | - | - | - | - | - | (213) | (213) | |
| Share based payment | 10 | - | - | - | 153 | - | - | 153 |
| Changes in reserves | - | - | - | 4 | - | (4) | - | |
| Acquired own shares | 10 | - | (558) | - | - | - | - | (558) |
| Total transactions with owners of the Company, recognised directly in equity | - | (558) | - | 157 | - | (4) | (405) | |
| Balance as at 30 June 2016 | 3,441 | (1,108) | 4,996 | 630 | 11,121 | 28,425 | 47,505 |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Consolidated and Company's statements of changes in equity (cont'd)
| Company | Notes | Share capital | Own shares | Share premium | Reserves | Retained earnings | Total | |
|---|---|---|---|---|---|---|---|---|
| Legal and other reserves | Reserve for acquisition of own shares | |||||||
| Balance as at 31 December 2016 | 3,441 | (1,108) | 4,996 | 819 | 11,121 | 33,412 | 52,681 | |
| Profit for the six months of 2017 | - | - | - | - | - | 7,740 | 7,740 | |
| Acquired own shares | 10 | - | (106) | - | - | - | - | (106) |
| Share based payment | 10 | - | - | - | 76 | - | - | 76 |
| Balance as at 30 June 2017 | 3,441 | (1,214) | 4,996 | 895 | 11,121 | 41,152 | 60,391 | |
| Company | Notes | Share capital | Own shares | Share premium | Reserves | Retained earnings | Total | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Legal and other reserves | Reserve for acquisition of own shares | |||||||
| Balance as at 31 December 2015 | 3,441 | (550) | 4,996 | 473 | 11,121 | 28,642 | 48,123 | |
| Profit for the six months of 2016 | - | - | - | - | - | (213) | (213) | |
| Acquired own shares | 10 | - | (558) | - | - | - | - | (558) |
| Share based payment | 10 | - | - | - | 153 | - | - | 153 |
| Balance as at 30 June 2016 | 3,441 | (1,108) | 4,996 | 626 | 11,121 | 28,429 | 47,505 |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Consolidated and Company's statements of cash flows
| Notes | Group | Company | |||
|---|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | ||
| Cash flows from (to) operating activities | |||||
| Net profit (loss) for the period | 7,740 | (213) | 7,740 | (213) | |
| Adjustments to reconcile result after tax to net cash flows: | |||||
| Depreciation and amortization | 168 | 163 | 3 | 4 | |
| (Gain) loss on disposal of property, plant and equipment | - | - | - | - | |
| Realized and unrealized loss (gain) on investments | 8.1 | (7,257) | 232 | (7,262) | 252 |
| Share of net (loss) profit of subsidiaries accounted for using the equity method | - | - | (229) | 295 | |
| Interest income | (32) | (96) | (25) | (88) | |
| Interest expenses | - | - | 6 | 2 | |
| Deferred taxes | 7 | 550 | (26) | 660 | (23) |
| Current income tax expenses | 7 | 36 | 29 | - | - |
| Allowances | - | - | - | - | |
| Share based payment | 10 | 76 | 153 | 6 | 153 |
| Dividend income | 8.3 | (1,115) | (643) | (1,115) | (643) |
| 166 | (401) | (216) | (261) | ||
| Changes in working capital: | |||||
| (Increase) decrease in inventories | - | - | - | - | |
| Decrease (increase) in trade and other receivables | (33) | (125) | (6) | 29 | |
| Decrease (increase) in other current assets | 19 | (16) | 40 | 1 | |
| (Decrease) increase in trade payables | (71) | (123) | (11) | (6) | |
| (Decrease) increase in other current liabilities | (200) | 164 | 27 | 25 | |
| Transfer (to)/from restricted cash | - | - | - | - | |
| Cash flows (to) from operating activities | (119) | (501) | (166) | (212) | |
| Income tax paid | (22) | - | - | - | |
| Net cash flows (to) from operating activities | (141) | (501) | (166) | (212) |
(cont'd on the next page)
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Consolidated and Company's statements of cash flows (cont'd)
| Group | Company | ||||
|---|---|---|---|---|---|
| Notes | I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | |
| Cash flows from (to) investing activities | |||||
| Acquisition of non-current assets (except investment properties) | (8) | (7) | - | - | |
| Proceeds from sale of non-current assets (except investment properties) | - | - | - | 1 | |
| Acquisition and establishment of subsidiaries, net of cash acquired | 5 | (3) | - | (212) | (1,333) |
| Proceeds from sales of subsidiaries, net of cash disposed | 5 | - | 53 | - | 53 |
| Acquisition of associates | (16) | - | (16) | - | |
| Proceeds from sales of associates | - | - | - | - | |
| Loans granted | (90) | (1,000) | (90) | (1,000) | |
| Repayment of granted loans | 257 | 1,493 | 257 | 1,493 | |
| Transfer to/from term deposits | - | - | - | - | |
| Dividends received | 1,044 | 348 | 1,044 | 348 | |
| Interest received | 5 | 48 | 5 | 48 | |
| (Acquisition) of financial assets designated at fair value through profit and loss on initial recognition | (682) | (19) | (182) | (19) | |
| Sale of financial assets designated at fair value through profit and loss on initial recognition | 307 | 88 | - | - | |
| (Acquisition) of held-for-trading financial assets | (59) | - | (59) | - | |
| Sale of held-for-trading financial assets | - | - | - | - | |
| Net cash flows (to) investing activities | 755 | 1,004 | 747 | (409) | |
| Cash flows from (to) financing activities | |||||
| Cash flows related to Group owners | |||||
| Acquisition of own shares | 10 | (106) | (558) | (106) | (558) |
| Dividends paid to equity holders of the parent | (6) | (5) | (6) | (5) | |
| (112) | (563) | (112) | (563) | ||
| Cash flows related to other sources of financing | |||||
| Proceeds from borrowings | - | - | - | 390 | |
| Repayment of borrowings | - | - | - | - | |
| Interest paid | - | - | - | - | |
| - | - | - | 390 | ||
| Net cash flows (to) from financing activities | (112) | (563) | (112) | (173) | |
| Impact of currency exchange on cash and cash equivalents | - | - | - | - | |
| Net (decrease) increase in cash and cash equivalents | 502 | (60) | 469 | (794) | |
| Cash and cash equivalents at the beginning of the period | 1,464 | 1,815 | 384 | 1,238 | |
| Cash and cash equivalents at the end of the period | 1,966 | 1,755 | 853 | 444 |
(the end)
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
Notes to the interim condensed financial statements
1 General information
AB Invalda INVL (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:
Gynėjų g. 14,
Vilnius,
Lithuania.
The Group consists of the Company and its directly and indirectly owned consolidated subsidiaries (hereinafter the Group, Note 1 of annual financial statements for year ended 31 December 2016).
The Company is incorporated and domiciled in Lithuania. AB Invalda INVL is one of the leading asset management groups and one of the major companies investing in other businesses in the Baltic whose primary objective is to steadily increase the investors equity value, solely for capital appreciation or investment income (in the form of dividends and interest). After the Split-off completed in 2014 the Company's main investments are in asset management, agriculture, facility management and real estate (from 2016) segments. Asset management segment is strategical investment of the Company. The entities of the asset management segment manage pension, bond and equity investments funds, alternative investments, individual portfolios, private equity and other financial instruments. They serve more than 180 thousand clients in Lithuania and Latvia, plus international investors, with total assets under management of over EUR 540 million.
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. The Company 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 Secondary List of NASDAQ Vilnius.
As at 30 June 2017 and 31 December 2016 the shareholders of the Company were (by votes)*:
| 30 June 2016 | 31 December 2016 | |||
|---|---|---|---|---|
| Number of votes held | Percentage | Number of votes held | Percentage | |
| UAB LJB Investments | 3,515,855 | 30.40% | 3,515,855 | 30.35% |
| Mrs. Irena Ona Mišeikienė | 3,369,435 | 29.14% | 3,369,435 | 29.08% |
| UAB Lucrum Investicija | 2,638,309 | 22.81% | 2,638,309 | 22.77% |
| Mr. Alvydas Banys | 910,875 | 7.88% | 910,875 | 7.86% |
| Ms. Indrė Mišeikytė | 236,867 | 2.05% | 236,867 | 2.04% |
| Other minor shareholders | 892,192 | 7.72% | 915,268 | 7.90% |
| Total | 11,563,533 | 100.00% | 11,586,609 | 100.00% |
- One shareholder sold part of his shares under repo agreement (so do not hold the legal ownership title of shares), but he retained the voting rights of transferred shares.
The shareholders of the Company – Mr. Alvydas Banys, UAB LJB Investments, Mrs. Irena Ona Mišeikienė, Ms. Indrė Mišeikytė, Mr. Darius Šulnis and UAB Lucrum Investicija – have signed the agreement on the implementation of a long-term corporate governance policy. So their votes are counted together (92.28%).
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
2 Basis of preparation and accounting policies
Basis of preparation
The interim condensed financial statements for the six months ended 30 June 2017 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 2016.
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 annual financial statements for the year ended 31 December 2016.
3 Segment information
The Board of Directors monitors the operating results of the business units of the Group separately for the purpose of making decisions about resource allocations and performance assessment. After becoming investment entity the performance of segments excluding asset management segment is evaluated based on changes in fair value of investments, including dividends income received by the Company. Asset management segment's performance is evaluated based on net profit or loss. Group financing (including finance costs and finance income) 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 a basis of separate legal entities. The granted loans by the Company are allocated to segment's, to which entities they are granted, assets. The impairment losses of these loans are allocated to a segment to which the loan was granted initially.
For management purposes, the Group is organised into following operating segments based on their products and services:
Asset management
The asset management segment includes pension, investment funds, private equity, alternative investments and portfolio management, financial brokerage and land administration services.
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, buy grain, provide grain and other raw materials drying, cleaning, handling and storage services.
Facility management
The facility management segment includes facility management of dwelling-houses, commercial and public real estate properties.
Real estate
The real estate segment is investing in investment properties held for future development and in commercial real estate and its rent. The entities of the segment were transferred during the split-off completed in 2014 to INVL Baltic Real Estate, but in 2016 the Company has subscribed for new shares of INVL Baltic Real Estate, and this entity become an associate of the Group.
All other segments
All other segments are involved in road signs production, wood manufacturing. The Group also presents investment, financing and management activities of the holding company in this column, as these are not analysed separately by the Board of Directors.
12
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
3 Segment information (cont'd)
Segment revenue, segment expense and segment result include transfers between business segments. Those transfers are eliminated in column 'Inter-segment transactions and consolidation adjustments'.
The following table presents measurement of segments results after becoming investment entity on the basis of changes in fair value:
| Agriculture | Facility management | Real estate | All other segments | Total | |
|---|---|---|---|---|---|
| Reporting period ended 30 June 2017 | |||||
| Net changes in fair value on financial assets | 2,427 | 245 | 759 | 3,831 | 7,262 |
| Total changes in fair value | 2,427 | 245 | 759 | 3,831 | 7,262 |
| Agriculture | Facility management | Real estate | All other segments | Total | |
| --- | --- | --- | --- | --- | --- |
| Reporting period ended 30 June 2016 | |||||
| Net changes in fair value on financial assets | (2,899) | 872 | 10 | (1,764) | (253) |
| Total changes in fair value | (2,899) | 872 | 10 | (1,764) | (253) |
The following table presents revenues and profit (loss) information regarding the Group's business segments for the six months ended 30 June 2017:
| Asset management | Agriculture | Facility management | Real estate | All other segments | Inter-segment transactions and consolidation adjustments | Total | |
|---|---|---|---|---|---|---|---|
| Period ended 30 June 2017 | |||||||
| Revenue | |||||||
| Sales to external customers | 3,212 | - | - | - | - | - | 3,212 |
| Inter-segment sales | - | - | - | - | - | - | - |
| Total revenue | 3,212 | - | - | - | - | - | 3,212 |
| Results | |||||||
| Other income | 11 | 280 | 365 | 253 | 258 | - | 1,167 |
| Net changes in fair value of financial assets | (5) | 2,427 | 245 | 759 | 3,831 | - | 7,257 |
| Segment expenses | (3,068) | - | - | - | (242) | - | (3,310) |
| Profit (loss) before income tax | 150 | 2,707 | 610 | 1,012 | 3,847 | - | 8,326 |
| Income tax credit (expenses) | 74 | - | - | - | (660) | - | (586) |
| Net profit (loss) for the period | 224 | 2,707 | 610 | 1,012 | 3,187 | - | 7,740 |
| Attributable to: | |||||||
| Equity holders of the parent | 224 | 2,707 | 610 | 1,012 | 3,187 | - | 7,740 |
| Non-controlling interest | - | - | - | - | - | - | - |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
3 Segment information (cont'd)
The following table presents revenues and profit (loss) information regarding the Group's business segments for the six months ended 30 June 2016:
| Asset management | Agriculture | Facility management | Real estate | All other segments | Inter-segment transactions and consolidation adjustments | Total | |
|---|---|---|---|---|---|---|---|
| Period ended 30 June 2016 | |||||||
| Revenue | |||||||
| Sales to external customers | 2,146 | - | - | - | - | - | 2,146 |
| Inter-segment sales | - | - | - | - | - | - | - |
| Total revenue | 2,146 | - | - | - | - | - | 2,146 |
| Results | |||||||
| Other income | 21 | - | 348 | 253 | 148 | - | 770 |
| Net changes in fair value of financial assets | 21 | (2,899) | 872 | 10 | 1,764 | - | (232) |
| Segment expenses | (2,458) | - | - | - | (436) | - | (2,894) |
| Profit (loss) before income tax | (270) | (2,899) | 1,220 | 263 | 1,476 | - | (210) |
| Income tax credit (expenses) | (26) | - | - | - | 23 | - | (3) |
| Net profit (loss) for the period | (296) | (2,899) | 1,220 | 263 | 1,499 | - | (213) |
| Attributable to: | |||||||
| Equity holders of the parent | (296) | (2,899) | 1,220 | 263 | 1,499 | - | (213) |
| Non-controlling interest | - | - | - | - | - | - | - |
The following table represents segment assets of the Group operating segments as at 30 June 2017 and 31 December 2016:
| Segment assets | Asset management | Agriculture | Facility management | Real estate | All other segments | Elimination | Total |
|---|---|---|---|---|---|---|---|
| At 30 June 2017 | 8,148 | 17,798 | 4,912 | 8,958 | 22,487 | - | 62,303 |
| At 31 December 2016 | 8,364 | 15,371 | 4,921 | 8,183 | 17,574 | - | 54,413 |
The following table represents segment liabilities of the Group operating segments as at 30 June 2016 and 31 December 2015:
| Segment liabilities | Asset management | Agriculture | Facility management | Real estate | All other segments | Elimination | Total |
|---|---|---|---|---|---|---|---|
| At 30 June 2017 | 926 | - | - | - | 986 | - | 1,912 |
| At 31 December 2016 | 1,250 | - | - | - | 482 | - | 1,732 |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
4 Dividends
In 2017 and 2016 dividends were not declared.
5 Investment into subsidiaries and associates
1st Half Year of 2017
Increase of share capital
In January 2017 the Group's unconsolidated subsidiary investing in facility management segment's entities has established SIA Inservis in Latvia by investing EUR 3 thousand. SIA Inservis will provide facility management services in Latvia.
In March 2017 the Company has additional invested EUR 209 thousand into the share capital of UAB INVL Asset Management.
In June 2017 the Company has additional invested EUR 3 thousand into the share capital of UAB Cedus.
Acquisition of shares of AB INVL Baltic Real Estate
During the six months of 2017 the Company has additionally acquired shares of AB INVL Baltic Real Estate for EUR 16 thousand on the stock exchange.
Sale of trading business and grain elevator network of UAB Litagra
On 1 March 2017 the Group and other shareholders of UAB Litagra have signed share purchase – sale agreement with UAB koncernas Achemos Grupė regarding sale of trading business and grain elevators network of the group of UAB Litagra. Completion of the transaction is planned after obtaining the approval of the Competition Council and carrying out other actions foreseen in the agreement, including the reorganization of UAB Litagra. Planned reorganizations are completed at the date of issuing of the financial statements, but the approval of the Competition Council is not received. The group of UAB Litagra will continue to run its primary farming production business – companies in Lithuania that cultivate more than 9,000 hectares of land and the feed manufacturer UAB Joniškio Grūdai. The final amount of the transaction depends on financial indicators of sold part of businesses on the transaction closing accounting date and so will only be clear after the transaction is completed. The previous owners will retain the name "Litagra", though the disposed companies will be able to use it until 2019.
1st Half Year of 2016
Increase of share capital
In March 2016 the Company has additional invested EUR 100 thousand into the share capital of UAB FMJ INVL Finasta to ensure that the capital adequacy ratio of the financial brokerage entity complies with the requirements of the Bank of Lithuania.
In May 2016 the Company has additional invested EUR 538 thousand into the share capital of UAB INVL Asset Management.
In June 2016 the Company has additional invested EUR 350 thousand into the share capital of IPAS INVL Asset Management.
In April 2016 the Company has paid EUR 75 thousand to UAB INVL Farmland Management and EUR 270 thousand to UAB Invalda INVL investments to cover the liabilities of previous years for subscribed shares.
Acquisition of shares of AB INVL Baltic Real Estate
In January 2016 the Company has additionally acquired shares of AB INVL Baltic Real Estate for EUR 12 thousand on the stock exchange. In March 2016 the Company has additionally invested EUR 6,219 thousand into the share capital of listed entity AB INVL Baltic Real Estate by converting loans granted and now owns 32.08% shares of the entity. The entity becomes the associate of the Group.
15
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
5 Investment into subsidiaries and associates (cont'd)
Acquisition of shares of UAB Informacinio Verslo Paslaugu Jmoné
In March 2016 the Group's unconsolidated subsidiary investing in facility management segment's entities has acquired 36.47% of the shares of UAB Informacinio Verslo Paslaugu Jmoné for EUR 350 thousand. In April 2016 the subsidiary has additional acquired 0.2% of the shares of UAB Informacinio Verslo Paslaugu Jmoné for EUR 2 thousand. The acquired entity administers payments by Lithuanian residents for public utilities as a service to companies and institutions. A controlling stake in the entity is held by Statistics Lithuania. The acquired entity last year had revenue of EUR 620 thousand and earned a net profit of EUR 102 thousand. In 2017 and 2016 the unconsolidated subsidiary has received dividends of EUR 28 thousand and EUR 44 thousand from acquired entity, respectively.
Received cash for sold subsidiary
The Company has sold 100% of shares of UAB Vilniaus Senamiesčio Restauravimo Direkcija in 2007. The sale agreement provided that if the deposit, which was paid to the court in the civil case by the former subsidiary, would be returned to it, then it would be transferred to the Company as part of the sale price. In January 2016 the deposit was returned by the court to the former subsidiary, and in February 2016 the part of sale price was paid to the Company. According to the Terms of split-off, completed in 2013, proportionally part of sale price was transferred to split-off entity AB Invalda Privatus Kapitalas. Therefore, the Company has recognised gain of EUR 53 thousand in the income statement within "Net changes in fair value of financial assets at fair value through profit or loss".
UAB Laikinosios Sostinės Projektai
In January 2016 bankrupt entity UAB Laikinosios Sostinės Projektai was removed from the Register of Legal Entities of Lithuania. Therefore, The Company's ownership of 50% of shares of UAB Laikinosios Sostinės Projektai and right of claim of EUR 1,682 thousand arising from loan agreements has expired. From the beginning of bankruptcy proceedings in 2011 the shares and loans granted was valued equal to zero in the statements of financial position of the Group and the Company. Therefore, the removing of the entity from the Register of Legal Entities of Lithuania did not affect the Company's and the Group's financial performance for six months ended 30 June 2016.
6 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.
As the Split-off completed in 2014 the Company is investment entity in accordance with IFRS 10. Subsidiaries and associates are measured at fair value through profit or loss.
The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange and those prices represent actual and regularly occurring market transactions on arm's length basis. The quoted market price used for financial assets held by the Group is the measurement date exchange closing price.
The valuation of Level 3 instruments are performed by the Company's employees, analysts, every quarter. The value are estimated as at the last day of quarter. The management of the Company review the valuations prepared by analysts.
Investment into shares of UAB Litagra (agriculture segment) was measured using EBITDA multiplier method with deduction of net debt for the pieces of feed producers and agricultural productions and using EBITDA multiplier method with adding of differences between current asset and total liabilities of trading pieces (the Buyer of trading pieces has used this method in estimating the price for the signed deal in 2017 (Note 5)). It was used EBITDA for last three trailing 12 months periods ended at the end of reporting period with bigger weight for last 12 months period figures.
16
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
6 Financial assets and fair value hierarchy (cont'd)
Investment in facility management entities was measured using trailing twelve months EBITDA and applying a multiplier of comparable entity City Service SE, operating in Lithuania and listed on the Warsaw Exchange. It was decided not to use other foreign companies' multipliers, which were higher than the one used in the calculations due to the fact that facility management is local business dependent on varying Lithuanian legal and business environment. Other facility management entities operating in Lithuania are not public companies.
UAB Kelio Ženklai was measured according to fair value of its assets and liabilities. The main assets - buildings - of UAB Kelio Ženklai was valued using sales comparison method. On the assessment the value of UAB Kelio Ženklai reflects its liquidation value.
Dormant entities are measured according to its equity, because they have only cash and current liabilities.
The following table represents inputs and fair value valuation techniques of subsidiaries and associates used by the Company as at 30 June 2017:
| Profile of activities | Fair value | Valuation technique | Inputs | Values of inputs |
|---|---|---|---|---|
| Facility management (Level 3) | 4,729 | Comparable companies in the market | EBITDA multiple | 8.4 |
| EBITDA, EUR thousand | 519 | |||
| Agriculture (UAB Litagra) (Level 3) | 17,798 | Comparable companies in the market | EBITDA multiple | 6.15-11.79 |
| EBITDA, EUR thousand | 6,093 | |||
| Discount for lack of marketability | 10% | |||
| Road signs production, wood manufacturing and dormant SPEs (Level 3) | 984 | Fair value of net assets | - | - |
The following table represents inputs and fair value valuation techniques of subsidiaries and associates used by the Company as at 31 December 2016:
| Profile of activities | Fair value | Valuation technique | Inputs | Values of inputs |
|---|---|---|---|---|
| Facility management (Level 3) | 4,484 | Comparable companies in the market | EBITDA multiple | 6.9 |
| EBITDA, EUR thousand | 587 | |||
| Agriculture (UAB Litagra) (Level 3) | 15,371 | Comparable companies in the market | EBITDA multiple | 5.9-6.9 |
| EBITDA, EUR thousand | 5,489 | |||
| Discount for lack of marketability | 10% | |||
| Road signs production, wood manufacturing and dormant SPEs (Level 3) | 965 | Fair value of net assets | - | - |
The table below presents the effect of changing one or more those assumptions behind the valuation techniques adopted based on reasonable possible alternative assumptions:
| Profile of activities | Unobservable inputs | Reasonable possible shift +/- (absolute value/bps/%) | Change in Valuation +/- | |
|---|---|---|---|---|
| As at 30 June 2017 | As at 31 December 2016 | |||
| Facility management (Level 3) | EBITDA multiple | 1 | 519/(519) | 587/(587) |
| EBITDA | 5 % | 218/(218) | 203/(203) | |
| Agriculture (UAB Litagra) (Level 3) | EBITDA multiple | 0.5 | 884/(884) | 799/(799) |
| P/BV multiple | 0.1 | - | - | |
| EBITDA | 5 % | 805/(805) | 553/(553) | |
| Discount for lack of marketability | 100 bps | (198)/198 | (168)/168 |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
6 Financial assets and fair value hierarchy (cont'd)
The following table presents the Group's assets and liabilities that are measured at fair value at 30 June 2017:
| Level 1 | Level 2 | Level 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Subsidiaries | ||||
| - Facilities management | - | - | 4,729 | 4,729 |
| - Other activities | - | - | 984 | 984 |
| Associates | ||||
| - Agriculture | - | - | 17,798 | 17,798 |
| - Real estate | 8,958 | - | - | 8,958 |
| Financial assets designated upon initial recognition at fair value through profit or loss | ||||
| - Information technology | 3,064 | - | - | 3,064 |
| - Bank sector | 15,129 | - | - | 15,129 |
| - Other ordinary shares | 1 | 181 | - | 182 |
| - Collective investment undertaking - funds | - | 1,010 | - | 1,010 |
| - Government bonds | 344 | - | - | 344 |
| Financial assets held for trading | ||||
| Equity securities | ||||
| - Food industry | 1,532 | - | - | 1,532 |
| Total Assets | 29,028 | 1,191 | 23,511 | 53,730 |
| Liabilities | - | - | - | - |
The following table presents the Company's assets and liabilities that are measured at fair value at 30 June 2017:
| Level 1 | Level 2 | Level 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Subsidiaries | ||||
| - Facilities management | - | - | 4,729 | 4,729 |
| - Other activities | - | - | 984 | 984 |
| Associates | ||||
| - Agriculture | - | - | 17,798 | 17,798 |
| - Real estate | 8,958 | - | - | 8,958 |
| Financial assets designated upon initial recognition at fair value through profit or loss | ||||
| - Information technology | 2,707 | - | - | 2,707 |
| - Bank sector | 15,129 | - | - | 15,129 |
| - Other ordinary shares | - | 181 | - | 181 |
| Financial assets held for trading | ||||
| Equity securities | ||||
| - Food industry | 1,532 | - | - | 1,532 |
| Total Assets | 28,326 | 181 | 23,511 | 52,018 |
| Liabilities | - | - | - | - |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
6 Financial assets and fair value hierarchy (cont'd)
The following table presents the Group's assets and liabilities that are measured at fair value at 31 December 2016:
| Level 1 | Level 2 | Level 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Subsidiaries | ||||
| - Facilities management | - | - | 4,484 | 4,484 |
| - Other activities | - | - | 965 | 965 |
| Associates | ||||
| - Agriculture | - | - | 15,371 | 15,371 |
| - Real estate | 8,183 | - | - | 8,183 |
| Financial assets designated upon initial recognition at fair value through profit or loss | ||||
| - Information technology | 3,370 | - | - | 3,370 |
| - Bank sector | 11,505 | - | - | 11,505 |
| - Other ordinary shares | 1 | 2 | - | 3 |
| - Collective investment undertaking | - | 779 | - | 779 |
| - Government bonds | 345 | - | - | 345 |
| Financial assets held for trading | ||||
| Equity securities | ||||
| - Food industry | 901 | - | - | 901 |
| Total Assets | 24,305 | 781 | 20,820 | 45,906 |
| Liabilities | - | - | - | - |
The following table presents the Company's assets and liabilities that are measured at fair value at 31 December 2016:
| Level 1 | Level 2 | Level 3 | Total balance | |
|---|---|---|---|---|
| Assets | ||||
| Subsidiaries | ||||
| - Facilities management | - | - | 4,484 | 4,484 |
| - Other activities | - | - | 965 | 965 |
| Associates | ||||
| - Agriculture | - | - | 15,371 | 15,371 |
| - Real estate | 8,183 | - | - | 8,183 |
| Financial assets designated upon initial recognition at fair value through profit or loss | ||||
| - Information technology | 2,978 | - | - | 2,978 |
| - Bank sector | 11,505 | - | - | 11,505 |
| - Other ordinary shares | - | 2 | - | 2 |
| Financial assets held for trading | ||||
| Equity securities | ||||
| - Food industry | 901 | - | - | 901 |
| Total Assets | 23,567 | 2 | 20,820 | 44,389 |
| Liabilities | - | - | - | - |
During the 1st Half Year of 2017 and 2016, there were no transfers between Level 1 and Level 2 fair value measurements.
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
6 Financial assets and fair value hierarchy (cont'd)
Financial instruments in Level 3
The Group's policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer.
The following table presents the changes in Level 3 instruments of Company and Group for the period ended 30 June 2017:
| Facilities management | Agriculture | Other activities | Total | |
|---|---|---|---|---|
| Balance at 31 December 2016 | 4,484 | 15,371 | 965 | 20,820 |
| Gains and losses recognised in profit or loss after becoming investment entity (within ‘Net changes in fair value of financial assets at fair value through profit or loss’) | 245 | 2,427 | (91) | 2,581 |
| Loans granted | - | - | 90 | 90 |
| Interest charged | - | - | 17 | 17 |
| Share capital increase | - | - | 3 | 3 |
| Balance at 30 June 2017 | 4,729 | 17,798 | 984 | 23,421 |
| Change in unrealised gains or losses for the period included in profit or loss for assets held at the end of the reporting period | 245 | 2,427 | (91) | 2,581 |
The following table presents the changes in Level 3 instruments of Company and Group for the period ended 30 June 2016:
| Facilities management | Agriculture | Other activities | Total | |
|---|---|---|---|---|
| Balance at 31 December 2015 | 4,644 | 14,897 | 1,121 | 20,662 |
| Gains and losses recognised in profit or loss after becoming investment entity (within ‘Net changes in fair value of financial assets at fair value through profit or loss’) | 872 | (2,899) | (51) | (2,078) |
| Interest charged | - | - | 23 | 23 |
| Balance at 30 June 2016 | 5,516 | 11,998 | 1,093 | 18,607 |
| Change in unrealised gains or losses for the period included in profit or loss for assets held at the end of the reporting period | 872 | (2,899) | (51) | (2,078) |
7 Income tax
| Group | Company | |||
|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | |
| Components of income tax expense | ||||
| Current income tax charge | (34) | (29) | - | - |
| Prior year current income tax correction | (2) | - | - | - |
| Deferred income tax income (expense) | (550) | 26 | (660) | 23 |
| Income tax (expenses) income charged to the income statement | (586) | (3) | (660) | 23 |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
8 Other revenues and expenses
8.1. Net changes in fair value on financial assets
| Group | Company | |||
|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | |
| Net gain (loss) from revaluation of subsidiaries and associates | 3,340 | (2,015) | 3,340 | (2,015) |
| Gain (loss) from financial assets designated at fair value through profit and loss on initial recognition | 3,344 | 1,661 | 3,349 | 1,641 |
| Net gain (loss) from financial assets held for trading | 573 | 122 | 573 | 122 |
| Net gain (loss) from financial assets at fair value through profit and loss, total | 7,257 | (232) | 7,262 | (252) |
8.2. Finance expenses
| Group | Company | |||
|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | |
| Interest expenses | - | - | (6) | (2) |
| - | - | (6) | (2) |
8.3. Other income
| Group | Company | |||
|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | |
| Interest income | 32 | 96 | 25 | 88 |
| Dividend income | 1,115 | 643 | 1,115 | 643 |
| Other income | 20 | 31 | 16 | 17 |
| 1,167 | 770 | 1,156 | 748 |
8.4. Other expenses
| Group | Company | |||
|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | |
| Vehicles maintenance costs | (78) | (55) | (1) | (4) |
| Repairs and maintenance cost of premises | (16) | (18) | (1) | - |
| Taxes | (108) | (105) | (12) | (11) |
| Professional services | (93) | (50) | (14) | (3) |
| Fees for securities | (150) | (133) | (10) | (9) |
| Other expenses | (146) | (192) | (22) | (41) |
| (591) | (553) | (60) | (68) |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
9 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 six months ended 30 June 2017 and 2016 were as follows:
| Calculation of weighted average for the six months ended 30 June 2017 | Number of shares (thousand) | Par value | Issued/181 (days) | Weighted average (thousand) |
|---|---|---|---|---|
| Shares issued as at 31 December 2016 | 11,587 | 0.29 | 181/181 | 11,587 |
| Own shares acquired as at 22 May 2017 | (23) | 0.29 | 39/181 | (5) |
| Shares issued as at 30 June 2017 | 11,564 | - | - | 11,582 |
| Calculation of weighted average for the six months ended 30 June 2016 | Number of shares (thousand) | Par value | Issued/182 (days) | Weighted average (thousand) |
| Shares issued as at 31 December 2015 | 11,722 | 0.29 | 181/182 | 11,722 |
| Own shares acquired as at 23 May 2016 | (135) | 0.29 | 38/182 | (28) |
| Shares issued as at 30 June 2016 | 11,587 | - | - | 11,694 |
The following table reflects the income and share data used in the basic earnings per share computations:
| Group | Company | |||
|---|---|---|---|---|
| I Half Year 2017 | I Half Year 2016 | I Half Year 2017 | I Half Year 2016 | |
| Net profit (loss), attributable to equity holders of the parent for basic earnings (EUR thousand) | 7,740 | (213) | 7,740 | 141 |
| Weighted average number of ordinary shares (thousand) | 11,582 | 11,694 | 11,582 | 11,694 |
| Basic earnings (deficit) per share (EUR) | 0.67 | (0.02) | 0.67 | 0.01 |
During the six months of 2016 diluted earnings per share of the Group and Company is the same as basic earnings per share.
The following table reflects the share data used in the diluted earnings per share computations during the six months of 2017:
| Number of shares (thousand) | Issued/181 (days) | Weighted average (thousand) | |
|---|---|---|---|
| Weighted average number of ordinary shares for basic earnings per share | - | - | 11,582 |
| Potential dilutive shares from share-based payment (granted on 2 May 2016) | 40 | 181/181 | 40 |
| Potential dilutive shares from share-based payment (granted on 3 May 2017) | 12 | 58/181 | 4 |
| Potential dilutive shares from share-based payment (granted on 16 May 2017) | 50 | 45/181 | 12 |
| Weighted average number of ordinary shares for diluted earnings per share | - | - | 11,638 |
The following table reflects the income data used in the diluted earnings per share computations during the six months of 2017:
| Group | Company | |
|---|---|---|
| Net profit, attributable to the equity holders of the parent | 7,740 | 7,740 |
| Weighted average number of ordinary and potential shares (thousand) | 11,638 | 11,638 |
| Diluted earnings per share (EUR) | 0.67 | 0.67 |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
10 Acquisition of own shares and share capital
1st Half Year of 2016
From 5 May 2016 until 19 May 2016 the Company implemented share buy-back through the tender offer market. Maximum number of shares to be acquired was 250,000. Share acquisition price established at EUR 4.11 per share. During buy-back 135,739 shares (1.14% of share capital) were acquired for EUR 558 thousand, including brokerage fees. The acquired shares were settled on 23 May 2016. Acquired own shares do not have voting rights.
On 2 May 2016 the Company has signed with employees share options agreements for 52,906 shares of the Company. The main conditions of the agreement were:
- The employee has the right to acquire the shares in 2019 after the Ordinary General Shareholders Meeting, which is three years after conclusion of the share options agreements, early exercising is not allowed;
- Option exercise price – EUR 1;
- The agreements has not any vesting conditions;
- When the time to exercise is matures the right to acquire the shares will be realized by selling of own shares of the Company or by offering to sign newly issued shares of the Company to employee;
- The options could not be sold.
According to conditions of the agreement, the management judge that share options were grant to the employees for previously received services to the Company. Therefore, the share-based payment expenses were recognised in the income statement of the Company and the Group within "Employee benefits expenses" as the fair value of granted share options right away (EUR 153 thousand) the fair value of one share option at the grant date (2 May 2016) was equalled to EUR 2.90. The value of share-based payments was calculated using the Black-Scholes formula. The main inputs for valuation of share options was share price in the exchange on 2 May 2016 (EUR 3.91), risk-free interest rate (-0.448%), historical volatility (36.52%), expected dividend yield (0%). The value of share-based payments was recognised in the equity within share-based payments reserve.
1st Half Year of 2017
From 4 May 2017 until 18 May 2017 the Company implemented share buy-back through the tender offer market. Maximum number of shares to be acquired was 120,000. Share acquisition price established at EUR 4.55 per share. During buy-back 23,076 shares (0.19% of share capital) were acquired for EUR 106 thousand, including brokerage fees. The acquired shares were settled on 22 May 2017. Acquired own shares do not have voting rights.
On 3 May 2017 and 16 May 2017 the Company has agreed with Group's employees regarding share options transactions for 15,765 and 64,806 shares of the Company, respectively. The main conditions of transactions were:
- The employee has the right to acquire the shares in 2020 after the Ordinary General Shareholders Meeting, which is three years after conclusion of the share options agreements, early exercising is not allowed;
- Option exercise price – EUR 1;
- Transactions of 16 May 2017 have not any vesting conditions;
- Transactions of 3 May 2017 have service vesting condition. The right to acquire share in the part of transactions come in to force in future (on 30 November 2017, on 30 April of 2018, 2019 and 2020), if the employment contract is not terminated until mentioned dates.
- When the time to exercise is matures the right to acquire the shares will be realized by selling of own shares of the Company or by offering to sign newly issued shares of the Company to employee;
- The options could not be sold.
According to conditions of the agreement, the management judge that share options of 16 May 2017 were grant to the employees for 2016 received services to the Group. Therefore, the share-based payment expenses were recognised in the income statement of the Company and the Group within "Employee benefits expenses" as the fair value of granted share options right away. Because in the financial statements for the year ended 31 December 2016 the Group has recognised accruals of EUR 193 thousand for these transaction, the Group during 1st Half Year of 2017 has additionally recognised EUR 36 thousand of expenses after recalculation of fair value of share option. The Company has additionally recognised EUR 6 thousand of expenses and EUR 30 thousand as additional investment to consolidated subsidiaries. The fair value of one share option at the grant date (16 May 2017) was equalled to EUR 3.53. The value of share-based payments was calculated using the Black-Scholes formula. The main inputs for valuation of share options was share price in the exchange on 16 May 2017 (EUR 4.55), risk-free interest rate (-0.578%), historical volatility (33.60%), expected dividend yield (0%).
23
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
10 Acquisition of own shares and share capital (cont'd)
Expenses of share-based payments of 3 May 2017 are recognised in proportion to the time worked by employees during vesting period. During 1st Half Year of 2017 the Group has recognised EUR 40 thousand of expenses regarding these share-based payment, the Company has recognised EUR 40 thousand as additional investment to consolidated subsidiaries. The fair value of one share option at the grant date (3 May 2017) was equalled to EUR 3.33. The value of share-based payments was calculated using the Black-Scholes formula. The main inputs for valuation of share options was share price in the exchange on 3 May 2017 (EUR 4.35), risk-free interest rate (-0.641%), historical volatility (33.58%), expected dividend yield (0%).
The value of share-based payments was recognised in the equity within share-based payments reserve.
11 Related party transactions
The related parties of the Group in 2017 and 2016 were unconsolidated subsidiaries, associates, joint ventures, the shareholders of the Company, who have joint control or significance influence (Note 1) and key management personnel, including companies under control or joint control of key management and shareholders having significant influence or joint control and including companies, where shareholders having joint control over the Company are key management personnel or having significant influence. To the other related parties are attributed entities left the Group during split-off occurred in 2014, because shareholders having joint control over the Company are key management personnel of these entities or having significant influence. To the related parties of the Company are also attributed consolidated subsidiaries.
Receivables from related parties are presented in gross amount (without allowance, with interests, which are calculated according to the agreement on gross amount disregarding the allowance). Interest income and expenses are presented in the 'revenue and other income' and 'purchases' columns, respectively.
The Company's transactions with related parties during the 1st Half Year 2017 and related half year-end balances were as follows:
| 1st Half Year 2017 Company | Revenue and other income from related parties | Purchases from related parties | Receivables from related parties | Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 25 | 6 | 1,040 | 404 |
| Dividends | 898 | - | 433 | - |
| Accounting services | 16 | - | 6 | - |
| Rent and utilities services | - | 13 | - | - |
| Information technology maintenance services | - | 4 | - | 1 |
| 939 | 23 | 1,479 | 405 | |
| Liabilities to shareholders and management | - | - | - | - |
The Company's transactions with related parties during the 1st Half Year 2016 and related half year-end balances were as follows:
| 1st Half Year 2016 Company | Revenue and other income from related parties | Purchases from related parties | Receivables from related parties | Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 88 | 2 | 1,503 | 392 |
| Dividends | 601 | - | 271 | - |
| Accounting services | 17 | - | 1 | - |
| Rent and utilities services | - | 13 | - | - |
| Information technology maintenance services | - | 4 | - | 1 |
| Other | 1 | - | - | 12 |
| 707 | 19 | 1,775 | 405 | |
| Liabilities to shareholders and management | - | - | - | - |
AB INVALDA INVL
INTERIM CONSOLIDATED AND COMPANY'S CONDENSED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2017
(all amounts are in EUR thousand unless otherwise stated)
11 Related party transactions (cont'd)
The Group's transactions with related parties during the 1st Half Year 2017 and related half year-end balances were as follows:
| 1st Half Year 2017 Group | Revenue and other income from related parties | Purchases from related parties | Receivables from related parties | Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 25 | - | 1,040 | - |
| Dividends | 898 | - | 433 | - |
| Accounting services | 16 | - | 6 | - |
| Rent and utilities services | 2 | 106 | - | - |
| Information technology maintenance services | - | 46 | - | 8 |
| Management fee | 329 | - | 165 | - |
| Land administration services | 49 | - | 42 | - |
| 1,319 | 152 | 1,686 | 8 | |
| Liabilities to shareholders and management | - | - | - | - |
The Group's transactions with related parties during the 1st Half Year 2016 and related half year-end balances were as follows:
| 1st Half Year 2016 Group | Revenue and other income from related parties | Purchases from related parties | Receivables from related parties | Payables to related parties |
|---|---|---|---|---|
| Loans and borrowings | 88 | - | 1,503 | - |
| Dividends | 601 | - | 271 | - |
| Accounting services | 17 | - | 1 | - |
| Rent and utilities | - | 107 | - | - |
| Information technology maintenance | - | 58 | - | 8 |
| Land administration services | 43 | - | 26 | - |
| Distribution of new shares | 187 | - | - | - |
| 936 | 165 | 1,801 | 8 | |
| Liabilities to shareholders and management | - | - | - | - |
12 Events after the reporting period
In July 2017 the Group has acquired 100% shares of AS INVL Atklātais Pensiju Fonds for EUR 103 thousand (all amount paid in cash). Acquired entity operates in Latvia and manages six 3rd pillar pension funds. As of 30 June 2017 the entity managed EUR 1.2 million of assets. The assets and liabilities, profit or loss from the acquired business will be included into the Group results from 1 August 2017. Currently there is no assessment of the assets and liabilities of the acquired company. As at 31 July 2017 the carrying amounts of the assets of the acquired entity are EUR 49 thousand, from them cash EUR 42 thousand, and the carrying amounts of the liabilities are EUR 5 thousand. The value of managed pension funds is not recognized in the financial statements of the acquired company. Currently the Group has not made preliminary assessment of their value.