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Invalda INVL Investor Presentation 2012
2247_rns_2012-05-24_bd00abef-cc33-4728-b656-d68dff3ef440.pdf
Investor Presentation
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Invalda
Preliminary results of AB Invalda group for the period 3 months ending March 31, 2012
Vilnius, May 24, 2012
What is Invalida AB?
Invalida
- Invalida AB is one of the largest Lithuanian investment companies whose primary objective is to steadily increase the investor equity value
Invalida AB actively manages its investments, exercising control or significant influence over target businesses.
More about businesses managed by Invalida AB can be found in the slides No. 19-29 and on www.invalida.lt
- Invalida AB started its activity in 1991
Its shares have been traded on the NASDAQ OMX Vilnius exchange since 1995.
More about shares of Invalida AB can be found in the slides No.10-11.
Invalda
Management principles
Invalda AB follows these principles:
- Competitiveness and independence
Each business of the Group must be competitive and self-sustainable, have professional management teams capable of forming business strategy and implementing ambitious objectives.
- Risk segregation
Invalda AB does not grant guarantees or assume any obligations in respect of individual businesses, and individual businesses do not assume any obligations in respect of each other.
- Diversification
The company diversifies its investment in order to avoid any excessive risk concentration in homogeneous business sectors.
- Transparency
Invalda AB discloses information in adherence to the principle that market participants must get equivalent information at the same time, except for such cases where the publication of the information is not possible because of the obligations assumed in respect of third parties, and/or the disclosure may adversely affect the businesses' ability to compete.
- Avoidance of conflicts of interest
Managers of the Group companies do not participate in competing activities.
Investment philosophy
Invalda
- Invalda AB is a company driven by shareholder value creation
Invalda AB seeks to acquire competitive businesses that, with additional capital or management resources, may successfully be developed organically, consolidate fragmented markets or otherwise increase value.
Invalda AB invests into undervalued assets that, when restructured, may facilitate significant value increase.
Invalda AB does not avoid complex business transactions and opportunities. Such approach is supported by our belief that the efforts will lead to good results.
- Long-term prospects
With a view to maximize the investment value, Invalda AB normally pursues long-term investment horizon.
Invalda AB offers businesses for sale only when they are properly prepared for sale and become attractive to potential buyers, or having received any proposal matching future prospects of the businesses.
- A synergy of different competences may potentially increase the investment
Invalda
Invalda AB group activity sectors
Invalda
Shareholder structure
Invalida
Votes for the announcement day of March 31, 2012
Shareholder structure
Invalida
Votes for the announcement day of May 24, 2012
Management
Invalda
Vytautas Bucas - Chairman of the Board
Vytautas Bucas is a member of ACCA (Association of Chartered Certified Accountants, UK) since 2002. After graduation from his studies at Vilnius University for a period he worked at the audit company Arthur Andersen where he started as an auditor's assistant and then grew to the position of the Chief auditor. Later on, in SEB Bank he was managing the Finance and IT departments, was holding the position of the Deputy President, and was a Member of the Board of the Bank. For the past five years he was a member of the Board at companies which are operating in the finance and real estate sector, also the pharmaceuticals company Sanitas AB. Currently he is a member of the Boards of Inreal Pastatu Prieziura UAB, BAIP Group UAB and Litagra UAB, Chairman of the Board of Vilniaus Baldai AB, Invaldos Nekilnojamojo Turto Fondas UAB and Invalda AB which he joined in 2006.
Darius Sulnis - Member of the Board
Darius Sulnis took his Master's degree in accounting and audit at Vilnius University. He has managed the financial brokerage firm Finasta AB for eight years and a real estate company Inreal Valdymas UAB for four years. Furthermore, Darius Sulnis had been a member of Boards and Supervisory Boards of several Polish, Latvian and Lithuanian companies. Currently Darius Sulnis is a Member of the Board of the investment company Invalda AB where he was a president until 2012. He is also a Member of the Boards of Vilniaus Baldai AB, Invaldos Nekilnojamojo Turto Fondas UAB and Litagra UAB.
Management
Invalda
Indre Miseikyte – Member of the Board (from April 30, 2012)
Indre Miseikyte has graduated architecture studies in Vilnius Gediminas technical university. From 1994 till 1996 she worked in Vilniaus Baldai AB, late – in real estate and investment companies Gildeta UAB, Kremi UAB and Invalda AB. From 2002 she works as an architect in Inreal Valdymas UAB. She was elected as Member of the Board of Invalda AB from April, 2012.
Dalius Kaziunas - President
Dalius Kaziunas holds a Master's degree in economics from Vilnius University. Dalius Kaziunas has worked at the financial brokerage company Finasta AB for more than 10 years and he has been its General Manager for six years. He was a General Manager and Chairman of the Board of the AB bank Finasta in 2008-2009. Dalius Kaziunas has been working as an advisor for Invalda AB for the past two years and is a Member of its Board as well as a Member of the Boards of Vilniaus Baldai AB, Inreal Pastatu Prieziura UAB, Litagra UAB, and BAIP Group UAB. He is also member of Supervisory Board of Vernitas AB
The shares of Invalda AB
Invalda
| Total number of securities | 57 557 940* (shares) |
|---|---|
| Nominal (par) value | 1 litas |
| ISIN | LT0000102279 |
| Name | IVL1L |
| Exchange | NASDAQ OMX Vilnius |
| List | BALTIC MAIN LIST |
*On May 18, Invalda AB acquired 10 percent of its own shares, i.e. 5 755 794 shares. As own shares of the Company do not have voting rights, the shares of Invalda AB (ISIN LT0000102279) with voting rights total to 51.802.146.
| | 2012
3 months | 2011
3 months |
| --- | --- | --- |
| Share price, € : | | |
| - open | 1.930 | 2.000 |
| - highest | 2.280 | 2.120 |
| - lowest | 1.871 | 1.750 |
| - last | 2.274 | 1.920 |
| Volume traded, € million | 1.37 | 1.58 |
Trading in shares
Invalid
OMXV index is an all-share index consisting of all the shares listed on the Main and Secondary lists of the NASDAQ OMX Vilnius with exception of the shares of the companies where a single shareholder controls more than 90% of the outstanding shares. Dow Jones Stoxx EU Enlarged TMI index covers approximately 95% of the free float market capitalization of the New Europe countries, including Bulgaria, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Malta, Poland, Romania, Slovakia and Slovenia.
Invalida
Financial results
Key events
(1)
Invalida
In the January, 2012, Invalida AB sold 29.5 percent of shares of the metal processing company Umega AB. Shares sold for the 3.7 million litas (€ 1.07 million). The transaction should have a preliminary positive effect of approximately 2 million litas (€ 0.6 million) in the consolidated statements.
The notification to convert 32.44 million litas (€ 9.4 million) par value bonds into Invalida AB shares was received from the bondholders.
After the conversion, Invalida AB share capital was increased by 5.898.182 litas (€ 1.708.231,60) from 51 659 758 litas (€ 14.961.700,07) to 57.557.940 litas (€ 6.669.931,60).
The conversion price of new shares issue of 5.898.182 (€ 1.708.231,60) litas is 5.5 litas (€ 1.59) per share. The bondholders had the obligation to pay back 4.787.998 litas (€ 1.386.700,10) interest paid according to the conditions of the bond issue. The accrued interest as of March 28th, 2012 in the amount of 2.375.675 litas (€ 688.043) was not be payable to the bondholders.
Invalida AB is completely debt free after the completion of the bond conversion. The company will continue to adhere to the prudent borrowing policy.
Key events
(2)
Invalida
Invalida AB acquired 10 percent of its own shares for the amount of 59.6 million litas (€ 17.26 million) after completion of the share buy-back program.
In the General Shareholders' Meeting, on April 30, 2012, Invalida AB shareholders approved the results for the year 2011, formed a reserve of 269.1 million litas for the share buy-back.
Taking into consideration the passed resolutions the Board of Invalida AB decided to acquire up to 10 per cent of shares of the Company, paying for each of them 10.358 litas (€ 3).
Buy-back program was completed on May 18. The amount of proposed for sale shares was higher than the amount to be acquired, therefore each selling shareholder sold 14.47 percent of shares. As own shares of the Company do not have voting rights, the shares of Invalida AB with voting rights will total to 51.802.146.
The resolution reduce the Company's authorized share capital to 51.8 million litas (€15 million) by cancelling Company's treasury shares was adopted on 24th of May in the Invalida AB Extraordinary General Shareholders' meeting.
The Board of Invalida AB was authorized to organise an additional buy-back of up to 10 percent of Invalida AB shares paying for each of them from 1 € to 5 €.
Activity results of Invalida AB
Invalida
| Consolidated | Parent company | |||
|---|---|---|---|---|
| million litas | 2012 | |||
| 3 months | 2011 | |||
| 3 months | 2012 | |||
| 3 months | 2011 | |||
| 3 months | ||||
| Assets | 667.9 | 611.3 | 414.4 | 310.9 |
| Equity | 472.3 | 208.9 | 410.3 | 84.8 |
| Liabilities | 195.6 | 402.5 | 4.1 | 226.1 |
| Profit (loss) for the period | 18.2 | 8.4 | 11.0 | (1.0) |
| Attributable to equity holders of the parent company | 16.6 | 6.7 | - | (1.0) |
detailed on slide 16
Invalda
Equity and liabilities
| Invalda AB, million litas | 2012
3 months | 2011
3 months |
| --- | --- | --- |
| Equity | 410.3 | 84.8 |
| Liabilities to financial institutions | - | 138.9 |
| of which are long term | - | 94.1 |
| Liabilities to group companies | 0.4 | 51.3 |
| Bonds | 34.1 | 32.4 |
| Other liabilities | (3.7) | 3.5 |
| Total liabilities | (4.1) | 226.1 |
| Total equity and liabilities | 414.4 | 310.9 |
Invalda
AB Invalda assets (book value)
| Asset | Book value
March 31, 2012,
million litas | Description |
| --- | --- | --- |
| Furniture manufacturing | 13.9 | 72.14 percent stake of AB Vilniaus Baldai, the share value on December 31, 2011 in NASDAQ OMX Vilnius is 99.7 million litas (€28.9 million) |
| Real estate | 142.5 | Investments into the real estate and loans granted to the sector companies |
| Facility management | 7.5 | 100 percent stake in UAB Inreal Pastatu Prieziura, UAB Priemiestis and UAB Jurita; loans granted to the sector companies |
| Agricultural | 38.6 | Investments into UAB Litagra shares |
| Information technology infrastructure sector | 12.1 | 80 percent stake in UAB BAIP Group and loans granted |
| Rail and road construction | 27.7 | 12.5 percent stake in Trakcja – Tiltra, S.A. |
| Other investments | 59.7 | Investments into AB Umega, AB Vernitas shares and other assets |
| Deferred income tax assets | 16.6 | Deferred income tax assets |
| Cash, deposits, short-term loans and investments | 95.8 | Cash, deposits, other financial investments |
| Total assets | 414.4 | |
Results
Invalida
- Impact to the profit (loss) statement of Invalida AB due to group sectors and financial investments
| million litas | 2012
3 months | 2011
3 months |
| --- | --- | --- |
| Furniture manufacturing | 4.4 | 4.9 |
| Real estate | 0.2 | 0.3 |
| Facilities management | (0.1) | 0.1 |
| Agricultural | (1.5) | - |
| Information technology infrastructure sector | (0.5) | (0.5) |
| Change in share price of Trakcja-Tiltra, S.A. | 12.2 | - |
| Pharmaceuticals (sold segment) | - | 4.2 |
| Other companies | 1.9 | (2.3) |
| Total | 16.6 | 6.7 |
(1)
VILNIUS
FURNITURE
ANNO 1882
Invalids
Furniture manufacturing
| million litas | 2012 3 months | 2011 3 months | Change | Change, % |
|---|---|---|---|---|
| Sales | 58.5 | 56.6 | 1.9 | 3 |
| EBITDA | 8.5 | 9.2 | (0.7) | (7) |
| Net profit | 6.1 | 6.9 | (0.8) | (12) |
| Capitalization | 175.8 | 128.8 | 47 | 37 |
- Shares of Vilniaus Baldai AB are listed on NASDAQ OMX Vilnius stock exchange
More information about company's activities and results are provided on www.vilniausbaldai.lt
(2)
VILNIUS FURNITURE ANNO 1883
Invalda
Furniture manufacturing
Main events
Vilniaus baldai AB had no significant changes of activities in the first quarter of 2012. The company has achieved the planned sales and sold 3.5 percent more production than in the corresponding period of 2011.
In the first quarter the production volume was higher than sales for the reason that the company was preparing to stop production in April for two weeks and it was necessary to accumulate sufficient production in storage.
It was decided to allocate 38,863 million litas (€ 11,255.5 million) for dividends, or 10 litas (€ 2.89) per share on April 27, 2012, in the General Shareholders Meeting. 28,034 million litas (€ 8.119 million) of this amount is allocated to Invalda AB.
Vytautas Bucas, Darius Sulnis, Dalius Kaziunas - the representatives of Invalda AB, were elected to the Company's Board for a four year term.
Furniture manufacturing sector of Invalda AB group
Real estate sector
(1)
in real estate
Invalida
| million litas | 2012
3 months | 2011
3 months | Change | Change, % |
| --- | --- | --- | --- | --- |
| Value of real estate | 255.4 | 249.6 | 5.8 | 2 |
| Commercial real estate | 155.6 | 176.6 | (21) | (12) |
| Real estate for development | 60.0 | 51.5 | 8.5 | 17 |
| Residential real estate | 4.5 | 5.6 | (1.1) | (20) |
| Agricultural land | 35.3 | 15.9 | 19.4 | 122 |
| Shareholders’ equity (incl. loans from Invalida AB) | 132.5 | 104.4 | 28.1 | 27 |
| Loans from credit institutions | 121.4 | 141.1 | (19.7) | (14) |
| Rental income | 4.5 | 4.2 | 0.3 | 7 |
| from this owned by clients | 1.3 | 1.2 | 0.1 | 8 |
| Change of the real estate value | 0 | 0 | - | - |
| Companies’ sales result, allowance and other non-monetary items | 0 | 1.0 | (1) | (100) |
| Result of the real estate sector | 0.2 | 0.3 | (0.1) | (33) |
21
Real estate sector
(2)
in real estate
Invalida
Main events
The total sector's income growth was caused by the fact that apartments for the total amount of 4.3 million litas (€ 1.2 million) were sold in project Elniakampio Namai. Overall residential property sales amounted to 5.6 million litas (€ 1.6 million).
During the first quarter of 2012 further increases in the agricultural land investments were made: land was acquired for the total amount of 0.5 million litas (€ 0.14 million).
Justiniskiu Aikstele UAB and Justiniskiu Valda UAB collectively managing real estate for the value of 2.7 million litas (€ 0.8 million) have been added to the real estate portfolio.
14.7 million litas (€ 4.3 million) was returned to the Lithuanian branch of Nordea Bank Finland by the company managing the real estate Naujoji Svara UAB in April 2012.
Real estate sector of Invalida AB group
Facility management sector
(1)
in real
in valda
Sector's results
From the first quarter of 2011 facility management sector is recognized as a separate sector in the financial statements of Invalda AB.
Jurita UAB results were not consolidated fully in 2011.
| million litas | 2012
3 months | 2011
3 months | Change | Change, % |
| --- | --- | --- | --- | --- |
| Sales | 3.0 | 2.3 | 0.7 | 30 |
| EBITDA | 0.03 | 0.2 | (0.17) | (85) |
| Net profit | (0.1) | 0.1 | 0 | 0 |
Facility management sector
(2)
in real
Main events
Management structure of the facility management sector was reorganized, business processes and quality of services were optimized in the first quarter of 2012. The business management system and other business digitization projects (for example, automated meter readings) started to be implemented.
In the first quarter, Inreal Pastatu Prieziura UAB started its operations in Siauliai by opening a department. An autonomous cleaning services (previously bought from contractors) as well as labor safety and fire protection consulting services were started to be provided by the department in Siauliai.
Justiniskiu Valda UAB and Justiniskiu Aikštele UAB, spun-off from Jurita UAB, started their activities since the beginning of 2012 as a result of reorganization of the group structure, and these companies will be included into the real estate sector.
Facility management sector of Invalda AB group
Agricultural sector
(1)
LITAGRA
Invalda
Since December, 2011, Invalda AB owns 36.9 percent of Litagra UAB shares, which is one of the largest agriculture company groups in the Baltic countries.
The companies of Litagra UAB Group are engaged in the primary crop and livestock (milk) production, grain processing and agricultural services. Group companies trade in plant protection products, fertilizers, seeds, compound feed, feed supplements, veterinary products. Moreover, companies buy grain; provide drying of grain and other raw materials, cleaning, loading and storage services. Group companies provide agricultural services in Lithuania, Latvia and Estonia.
Agricultural sector
(2)
LITAGRA
Invalida
Sector's results
In April 2012, SEB bank together with DNB bank granted to Litagra UAB two syndicated loans totaling to 98.4 million litas (€ 28.5 million).
This amount finance working capital needs and refinance current loans.
Litagra UAB group incurred a loss in the first quarter. It was affected by seasonality of the sector. In the agricultural sector, the best results are usually achieved in the third quarter.
| million litas | 2012
3 months | 2011
3 months | Change | Change, % |
| --- | --- | --- | --- | --- |
| Sales | 36.9 | 44.7 | (7.8) | (17) |
| EBITDA | 1.1 | 1.9 | (0.8) | (42) |
| Net profit, according data provided by the company, on the ground of business accounting standards. | (2.6) | (2.6) | 0 | 0 |
Information technology sector
(1)
baip GRUPÉ
Invalide
- Consolidated results of BAIP Group¹ UAB
| million litas | 2012
3 months | 2011
3 months | Change | Change, % |
| --- | --- | --- | --- | --- |
| Sales | 7.2 | 8.4 | (1.2) | (14) |
| EBITDA | 0.4 | 0.3 | 0.1 | 33 |
| Net profit before investment amortization² and cost of management options | (0.2) | (0.1) | 0.1 | (100) |
| Net profit | (0.6) | (0.6) | 0 | 0 |
Main events
In Lithuania BAIP UAB prolonged the CopyPrint agreement with the retail chain of MAXIMA LT. The CopyPrint services support reducing the printing and copying costs as well as provide control and management optimization services.
NRD UAB signed the 3 years agreement with State Food and Veterinary Service (SFVS) on information systems development and maintenance services.
- Norway Registers Development, AS (NRD) results are consolidated from December 2011.
- Amortization of contract assets formed during UAB BAIP acquisition.
Information technology sector
(2)
baip
GRUPÉ
Invalida
Abroad activities
BAIP group has gained legal IT consulting expertise, and started to provide critical information systems development, architecture and applications services after the acquisition of Norwegian company Norway Registers Development AS (NRD) at the end of 2011. Also it has expanded its markets in Eastern African and Indochinese countries. In the first quarter of 2012, the group was involved in projects in Uganda, Tanzania, Liberia, Guatemala, Kenya and Vietnam.
NRD UAB also won a consultancy services tender on the Mortgage registration system development for the Development Board of the Government of Rwanda.
IT sector of Invalida AB Group
Rail and road infrastructure
TRAKCJA TILTRA
Invalda
- Trakcja – Tiltra, S.A. shares are listed on Warsaw Stock Exchange
Invalda AB owns 12.5% shares of Trakcja-Tiltra S.A., which are listed in Warsaw Stock Exchange.
Due to the share price increase of Trakcja – Tiltra, S.A., Invalda AB earned profit of 12.2 million litas (€ 3,5 million) during the 1st quarter.
29
Disclaimer
Invalda
The presentation was prepared by AB Invalda. The following information was used for the preparation:
-
Preliminary consolidated and Company's financial statements of Invalda for 3 months of 2012;
-
Data provided here is for information purposes only.
-
The information provided here is not a recommendation or solicitation to buy or sell any securities of AB Invalda or companies related to AB Invalda.
-
AB Invalda does not take responsibility for the actions any third parties made based only on information provided here.
-
Group composition charts are simplified. Shares owned including shares sold under repurchase agreements are presented. AB Invalda owns 100% in the companies if not stated otherwise.
-
AB Invalda accounts its investments into furniture manufacturing and information technology sectors at acquisition costs. Investment properties of the real estate sector are accounted at fair value. Results of agricultural land sector will be consolidated from the beginning of 2012. AB Litagra is an associated entity. Shares of the rail and road infrastructure company Trakcja -Tiltra S.A. are accounted by their price on Warsaw stock exchange.
-
Since November 22, 2010, shares of the listed companies are traded only in EUR on NASDAQ OMX Vilnius stock exchange, therefore all information related to the securities trading is provided in Euros (€).
30
Invalida
Thank you!