Interim / Quarterly Report • Aug 31, 2015
Interim / Quarterly Report
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INTERIM CONDENSED NOT-AUDITED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2015 PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION
Mr. Kazimieras Tonkunas (chairman of the Board) Mr. Gytis Umantas Mr. Alvydas Banys Mr. Vytautas Plunksnis Mr. Nerijus Drobavicius
Mr. Kazimieras Tonkunas (director)
Registration address Gyneju str. 16, Vilnius, Lithuania
Company code 300893533
DNB Bankas, AB Bankas Finasta, AB SEB bankas, AB
These financial staterrents were approved and signed by ihe Management and the Board of Direclors on 31 August 20'15.
flla---- Mr-Krtstup;ffinaUskas Finance director
INVL Technology, AB – company, investing in IT businesses, listed on NASDAQ Baltic stock exchange from June 2014.
The Company is as an investment entity, which was created on 9 February 2015 after INVL Technology AB was merged into BAIP Grupė AB. BAIP Grupė AB took over all the rights and obligations and continues operations under the new name – INVL Technology AB. As the Company continues activities, which allow the Company to comply with requirements of IFRS 10, applicable to investment entity, the Company's investments are accounted for at fair value and are not consolidated, the comparative figures are provided of the former INVL Technology AB that was merged to BAIP Grupė, AB.
The Company's financial assets measured at fair value was EUR 14,842 thousand on the 30 June, 2015. Compared to the 31 December, 2014, the fair value decreased by EUR 60 thousand (compared to the fair value of the financial assets on the 31 December, 2014, acquired during reorganisation which ended on the 9 February 2015). The fair value measurement principles are described in more detail in the interim condensed financial statements for the first half of 2015. During first half of 2015 the Company had a net loss of EUR 257 thousand, which was incurred mainly due to the aforementioned change in the fair value as well as the interest expenses. During the first half of 2015, the Company did not receive dividends from the managed companies, and it did not sell any of the companies.
INVL Technology operates as a cluster of IT businesses working with large corporates and government entities with a focus in four key areas: business climate improvement and e-governance, IT infrastructure, cyber security and IT intensive industries' solutions. In order to generate significant investment return for investors, INVL Technology invests in mature IT companies providing solutions to large corporates and government entities, having production capacity in the Baltics or Eastern/Central Europe and the potential for synergetic cooperation with other INVL Technology AB companies. INVL Technology AB seeks to increase the value of the companies in its portfolio by bringing financial and intellectual capital for growth and add-on acquisitions, management support, and globalization via sales channels in East Africa and Southeast Asia.
On 8 June 2015 the Bank of Lithuania approved the prospectus of issue of INVL Technology AB ordinary registered shares and public offering began on the 10 June, 2015, and was finished on the 3 July, 2015. The company successfully completed 6,060,607 new share issue placement during the public offering for the final offering price of EUR 1.65 per share. New version of the Articles of Association has been registered on 8 July 2015 which states that share capital of INVL Technology, AB amounts to EUR 3,530,843.09, it is divided into 12,175,321 shares, which provides voting rights in amount of 12,175,321. Nominal value per share is EUR 0.29. After the public offering, major shareholders of INVL Technology AB are: Alvydas Banys (5%) and a company controlled by him "LJB Investments" (20%), Invalda INVL, AB (16%), Irena Ona Mišeikienė (12 %), Lietuvos draudimas, AB (7%), Kazimieras Tonkūnas (6%).
The largest INVL Technology AB investments currently are companies in Lithuania, Norway, Tanzania and Uganda. Current structure of INVL Technology managed companies:
In the first half of 2015, revenue of NRD group, working in the field of business climate improvement and e-governance, was EUR 1,416 thousand – 16 percent less than last year. However, while implementing more complex and higher value added projects, EBITDA of NRD group in the first half of 2015 reached EUR 150 thousand (in the same period of 2014 EBITDA was negative – minus EUR 57 thousand). Higher value added was also created by an increased share of consultancy tasks in the projects as well as successful NRD, UAB activities both in Lithuania and in NRD group projects in East Africa and Southeast Asia markets.
In the first half of this year, the number of NRD group companies also increased. On the 23 March, 2015 Norway Registers Development which owns 30 per cent of Infobank Uganda Limited shares signed Infobank Uganda Limited shareholders agreement. Infobank Uganda intends to work with different registries which are currently largely paper based, and provide registries information to financial sector clients via electronic system. Innovative solutions will allow businesses to obtain the required information, use remote services to order and receive information, order official documents and use a spectrum of electronic services despite paper based registries being in operation. Infobank Uganda activities will contribute to the improvement of business climate in Uganda, simplify and accelerate activities of financial institutions and therefore increase credit availability for businesses.
After the balance sheet date, on the 24 July, ETRONIKA, UAB acquisition was completed. Norway Registers Development AS (NRD AS) acquired 80 per cent shares of electronic banking, mobile signature, electronic transport tickets, and retail software solutions' developer ETRONIKA, UAB for EUR 200 thousand. Representatives of INVL Technology AB Nerijus Drobavičius and Vida Juozapavičienė as well as one of the co-founders of Etronika Jonas Šulcas were elected to the board of Etronika. Kęstutis Gardžiulis, current CEO of Etronika, remains in this position and will continue to lead the company.
In the first half of 2015 as well as after the balance sheet date, NRD AS also signed new strategic agreements which will generate long term revenue for the whole group. On the 15th July, company announced that it had signed USD 415 thousand contract with National Information Technology Authority-Uganda (NITA-U) to design and implement an integrated One-Stop-Centre solution at Uganda Investment Authority. Together with NRD, UAB, company also signed a USD 480 thousand (inclusive of withholding tax) contract with Tanzania Social Action Fund for Consultancy Services to Develop Unified Registry of Beneficiaries System. In Cambodia, NRD AS signed and started implementing a contract with United Nations Children's Fund (UNICEF) to develop a National Strategic Plan for Identification (NSPI).
IT infrastructure services company BAIP, UAB in the first half of 2015 earned revenue of EUR 4,682 thousand – 11 percent less than in the same period last year (EUR 5,243 thousand), while EBITDA of the company decreased by 52 percent to EUR 357 thousand (in the same period in 2014, EBITDA was EUR 742 thousand).
During first half UAB BAIP successfully carried out mid-term goals – to expand operations to Latvia and Estonia and to increase amounts of agreements on support services. Despite of a weaker first half in the context of revenue (in 2014, completion of large data center modernisation projects in the frontier markets significantly influenced the results), works performed allow to expected better results already in 2015. During first half of 2015 the company deployed new internet bank terminals for Swedbank customers and agreed on integrated support services in bank's branches in Lithuania, Latvia and Estonia. It also signed other long-term maintenance contracts with corporate clients in the Baltics.
Acena, UAB revenue increased by 75 percent to EUR 730 thousand, while EBITDA was equal to zero (compared to EUR 17 thousand in the first half of 2014). In the first half of 2015, Acena was selected as Microsoft country partner of the year for Lithuania.
The results of specialised cyber defence company NRD CS in Lithuania were affected by a postponement of a few planned projects. Furthermore, the company invested in the development of international markets, and therefore, the first half was unprofitable. However, the return on investment is observed in the post balance sheet period already. The revenue of the company in the first half of 2015 reached EUR 150 thousand – 57 percent less than in 2014, when it reached EUR 349 thousand. EBITDA was negative – EUR 147 thousand. In the same period last year, NRD CS EBITDA was negative – EUR 11 thousand.
After the balance sheet period, on the 3 August, 2015, company announced that together with Norway Registers Development AS it had signed a two year, 912 thousand USD (including taxes) contract with Bangladesh Computer Council (BCC) for the development of a modern National Cyber Defense and Cyber Security Doctrine to check the fast growing cybercrime, intellectual property theft, industrial espionage or IT infrastructure abuse. This allows the companies to enter a new market with 160 million people, and creates preconditions for further international development.
(all amounts are in EUR thousand unless otherwise stated)
| BAIP | Acena | NRD group | NRD CS | |||||
|---|---|---|---|---|---|---|---|---|
| Key PL items | 2015 II Q | 2014 II Q | 2015 II Q | 2014 II Q | 2015 II Q | 2014 II Q | 2015 II Q | 2014 II Q |
| Revenue | 2,357 | 3,060 | 627 | 350 | 730 | 1,012 | 61 | 81 |
| EBITDA | 214 | 410 | 24 | 18 | 77 | (23) | (61) | (33) |
| EBIT | 165 | 356 | 22 | 18 | 66 | (39) | (66) | (35) |
| Net Profit (Loss) | 271 | 384 | 19 | 18 | 66 | (53) | (65) | (35) |
| 2015 6 months |
2014 6 months |
2015 6 months |
2014 6 months |
2015 6 months |
2014 6 months |
2015 6 months |
2014 6 months |
|
| Revenue | 4,682 | 5,243 | 730 | 416 | 1,416 | 1,687 | 150 | 349 |
| EBITDA | 357 | 742 | - | 17 | 150 | (57) | (147) | (11) |
| EBIT | 259 | 622 | (2) | 17 | 129 | (90) | (156) | (14) |
| Net Profit (Loss) | 423 | 695 | (5) | 17 | 121 | (85) | (156) | (14) |
Key operating ratios of the main subsidiaries of the Company are as follows:
| BAIP | Acena | NRD group | NRD CS | |||||
|---|---|---|---|---|---|---|---|---|
| Key BS items | 2015.06.30 | 2014.12.31 | 2015.06.30 | 2014.12.31 | 2015.06.30 | 2014.12.31 | 2015.06.30 | 2014.12.31 |
| Non-current assets | 291 | 440 | 13 | 1 | 388 | 568 | 45 | 50 |
| Current assets | 4,961 | 6,054 | 676 | 314 | 2,164 | 1,224 | 89 | 380 |
| of which cash | 313 | 743 | 15 | 94 | 139 | 151 | 1 | 43 |
| Total assets | 5,252 | 6,494 | 689 | 315 | 2,552 | 1,792 | 134 | 430 |
| Equity | 2,194 | 2,930 | 91 | 95 | 430 | 533 | (47) | 109 |
| Non-current liabilities | 215 | 409 | - | - | 455 | 195 | - | - |
| of which financial debt | 215 | 409 | - | - | 58 | 82 | - | - |
| Current liabilities | 2,843 | 3,155 | 598 | 200 | 1,667 | 1,064 | 181 | 321 |
| of which financial debt | 367 | 351 | - | - | 292 | 52 | - | - |
| Total liabilities and equity | 5,252 | 6,494 | 689 | 315 | 2,552 | 1,792 | 134 | 430 |
| Note | 2015 6 months |
2014 6 months |
2015 II quarter |
2014 II quarter |
|
|---|---|---|---|---|---|
| Unaudited | Unaudited | Unaudited | Unaudited | ||
| Revenue | 111 | - | 70 | - | |
| Net change in fair value of financial assets | 4 | (60) | 807 | (60) | 807 |
| Interest income | 13 | - | 9 | - | |
| Other income | 17 | - | 13 | - | |
| Total income | 81 | 807 | 32 | 807 | |
| Employee benefits | (98) | (1) | (61) | (1) | |
| Other expenses | (110) | (10) | (53) | (10) | |
| Total operating expenses | (208) | (11) | (114) | (11) | |
| Operating profit (loss) | (127) | 796 | (82) | 796 | |
| Costs on financial activities | 5 | (155) | - | (93) | - |
| Profit (loss) for the reporting period before tax | (282) | 796 | (175) | 796 | |
| Income tax benefit | 6 | 25 | - | - | - |
| Net profit (loss) for the reporting period | (257) | 796 | (175) | 796 | |
| Other comprehensive income for the reporting period less the income tax |
- | - | - | - | |
| TOTAL COMPREHENSIVE INCOME FOR THE REPORTING PERIOD LESS INCOME TAX |
(257) | 796 | (175) | 796 | |
| Attributable to: - Shareholders of the parent company |
(257) | 796 | (175) | 796 | |
| Basic and diluted earnings (deficit) per share (in EUR) |
7 | (0.05) | 0.20 | (0.03) | 0.20 |
| Notes | 30 June 2015 |
31 December 2014 |
|
|---|---|---|---|
| ASSETS | Unaudited | Unaudited | |
| Non-current assets | |||
| Tangible and intangible assets | 7 | - | |
| Financial assets measured at fair value through profit or loss | 4 | 14,842 | 7,828 |
| Deferred income tax asset | 25 | - | |
| Total non-current assets | 14,874 | 7,828 | |
| Current assets | |||
| Trade and other amounts receivable | 237 | - | |
| Prepayments and deferred charges | 25 | - | |
| Short term loans and current portion of long term loans | 424 | - | |
| Cash and cash equivalents | 1,497 | 25 | |
| Total current assets | 2,183 | 25 | |
| Total assets | 17,057 | 7,853 | |
| EQUITY AND LIABILITIES | |||
| Equity | |||
| Share capital | 1,773 | 172 | |
| Share premium | 179 | 250 | |
| Reserves | - | 579 | |
| Retained earnings | 9,674 | 6,846 | |
| Total equity | 11,626 | 7,847 | |
| Liabilities | |||
| Non-current liabilities | |||
| Non-current loans | - | - | |
| Total non-current liabilities | - | - | |
| Current liabilities | |||
| Short term loans | 8 | 3,245 | - |
| Trade payables | 58 | 3 | |
| Employment related liabilities | 35 | - | |
| Liabilities due to increase in share capital | 9 | 1,494 | - |
| Other current liabilities | 10 | 599 | 3 |
| Total non-current liabilities | 5,431 | 6 | |
| Total liabilities | 5,431 | 6 | |
| Total equity and liabilities | 17,057 | 7,853 |
| Note | 2015 6 months | 2014 6 months | |
|---|---|---|---|
| Unaudited | unaudited | ||
| Cash flows from operating activities | |||
| Net profit (loss) for the reporting period | (257) | 796 | |
| Non-cash flows: | |||
| Interest income | (13) | - | |
| Interest expenses | 155 | - | |
| Depreciation and amortisation | 1 | ||
| Change in fair value of financial assets | 4 | 60 | (807) |
| Income tax (benefit) expenses | 6 | (25) | - |
| (79) | (11) | ||
| Changes in working capital | |||
| Decrease (increase) in trade and other receivables | 29 | - | |
| Decrease (increase) in other current assets | (18) | - | |
| Increase (decrease) in trade payables | 6 | 1 | |
| Increase (decrease) in other current liabilities | 12 | 1 | |
| Cash flows from operating activities | (50) | (9) | |
| Income tax (paid) | - | - | |
| Net cash flows from operating activities | (50) | (9) | |
| Cash flows from investing activities | |||
| Acquisition of non-current assets | (3) | - | |
| Repayment of loans granted | - | 120 | |
| Net cash flows from investing activities | (3) | 120 | |
| Cash flows from financing activities | |||
| Cash flows related to owners | |||
| Proceeds from the offering | 9 | 1,494 | - |
| Cash received under terms of split-off | - | 41 | |
| Cash in the company merged during reorganisation | 41 | - | |
| 1,535 | 41 | ||
| Cash flows related to other sources of financing | |||
| Repayment of loans received | |||
| (10) | (118) | ||
| (10) | (118) | ||
| Net cash flows from financing activities | |||
| 1,525 | (77) | ||
| Impact of currency exchange on cash and cash equivalents | |||
| Net increase (decrease) in cash and cash equivalents | - | - | |
| Cash and cash equivalents at the beginning of the period | 1,472 | 34 | |
| Cash and cash equivalents at the end of the period | 25 | - | |
| Cash flows from operating activities | 1,497 | 34 | |
| Reserve of | |||||||
|---|---|---|---|---|---|---|---|
| Share | Share | purchase of | Retained | ||||
| Notes | capital | premiums | Legal reserve | own shares | earnings | Total | |
| Balance at 29 April 2014 | 172 | 250 | 23 | 556 | 209 | 1,210 | |
| Net profit (loss) during I half 2014 |
- | - | - | - | 796 | 796 | |
| Total comprehensive income | - | - | - | - | 796 | 796 | |
| Balance at 30 June 2014 | 172 | 250 | 23 | 556 | 1,005 | 2,006 | |
| Impact of accounting for as investment subject at the date of spin-off Net profit (loss) during II half 2014 |
- - |
- - |
- - |
- - |
3,746 2,095 |
3,746 2,095 |
|
| Total comprehensive income | - | - | - | - | 5,841 | 5,841 | |
| Balance at 31 December 2014 |
172 | 250 | 23 | 556 | 6,846 | 7,847 | |
| The effect of the reorganisation |
3 | 1,601 | (71) | (23) | (556) | 3,085 | 4,036 |
| Total transactions with owners of the Company, recognized directly in equity |
1,601 | (71) | (23) | (556) | 3,085 | 4,036 | |
| Net profit (loss) during I half | |||||||
| 2015 | - | - | - | - | (257) | (257) | |
| Total comprehensive income | - | - | - | - | (257) | (257) | |
| Balance at 30 June 2015 | 1,773 | 179 | - | - | 9,674 | 11,626 |
INVL Technology AB (hereinafter the Company) is a joint stock company registered in the Republic of Lithuania. It was created during the merger of BAIP grupė AB and INVL Technology AB (Note 3).
The registration address is as follows: Gyneju str. 16, Vilnius, Lithuania.
On 29 April 2014 the Company had a stake of 80% in BAIP grupe UAB, which invests into IT companies, and a stake of 100% in dormant Inventio UAB. After the increase in share capital of BAIP grupe UAB in December, 2014 in which participated only minority shareholders, the company held 65.65 percent of shares. In December 2014 BAIP grupe UAB was reorganized to BAIP grupe AB as a group of specialized entities, working in the field of IT which specialises in the field of business climate improvement, development integrated national information systems, critical IT infrastructure resilience, national cyber security and cyber defence. Becoming INVL Technology AB after reorganisation (Note 3) the Company now holds entities in Lithuania, Norway, Tanzania and Uganda.
The Company continues its activities as strategic-financial investor, conforming to the definition of investment subject as defined under IFRS under and, together with the managers of IT companies, seeks to increase value of investments through acquisition, development and sale of businesses.
The Company's share capital is divided into 6,114,714 ordinary registered shares with the nominal value of EUR 0.29 each. All the shares of the Company were fully paid. Subsidiaries did not hold any shares of the Company. As at 26 June 2015 the shareholders of the Company were (by votes)*:
| Number of votes | ||
|---|---|---|
| held | Percentage | |
| UAB LJB Investments | 1,224,152 | 20,02% |
| Mrs. Irena Ona Miseikiene | 1,162,421 | 19,01% |
| Mr. Kazimieras Tonkunas | 840,452 | 13,75% |
| AB Invalda INVL | 504,509 | 8,25% |
| UAB Lucrum Investicija | 408,215 | 6,68% |
| Mr. Alvydas Banys | 308,745 | 5,05% |
| Other minor shareholders | 1,666,220 | 27,24% |
| Total | 6,114,714 | 100% |
The Company's shares are traded on the Baltic Secondary List of NASDAQ OMX Vilnius from 4 June 2014.
The interim condensed financial statements for the six months ended 30 June 2015 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 annual financial statements as at 31 December 2014.
From 1 January 2015 euro is the Company's functional and presentation currency. The financial statements are presented in thousands of euro (EUR) and all values are rounded to the nearest thousand unless otherwise stated. Prior year comparative information is recalculated using the official litas to euro conversion ratio: 1 euro = 3.4528 litas.
The Company was created after the merger of two companies – BAIP grupe AB and INVL Technology AB (Note 3). As the Company continues activities, which allow the Company to comply with requirements of IFRS 10, applicable to investment entity, the comparative figures are provided of the former INVL Technology AB, which was merged into BAIP grupe AB.
The accounting policies adopted in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the annual financial statements for the year ended 31 December 2014, except adoption of new Standards and Interpretations as of 1 January 2015, noted below.
The interpretation clarifies the accounting for an obligation to pay a levy that is not income tax. The obligating event that gives rise to a liability is the event identified by the legislation that triggers the obligation to pay the levy. The fact that an entity is economically compelled to continue operating in a future period, or prepares its financial statements under the operations continuity assumption, does not create an obligation. The same recognition principles apply in interim and annual financial statements. The application of the interpretation to liabilities arising from emissions trading schemes is optional. The Company is not currently subjected to significant levies so the impact on the Company is not material.
The improvements consist of changes to four standards.
The amendments had no impact on the Company's financial statements for the 6 months ended 30 June 2015.
The Company makes estimates and judgements that affect the reported amounts of assets and liabilities within the next financial year. These estimates and judgements are continuously reviewed and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates not always reflect actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year are addressed below.
The fair values of securities that are not quoted in an active market are determined by using valuation techniques, primarily of which are earnings multiples, discounted cash flows and recent comparable transactions. The models used to determine fair values are periodically reviewed and compared against historical results to ensure their reliability.
Details of the inputs and valuation methods used to determine Level 3 fair value, are provided in Note 4.
The management of the Company periodically reviews whether the Company meets all the defining criteria of an investment entity. In addition, the management assesses the Company's operation objective (Note 1), investment strategy, origin of income and fair value models. Based on the estimates of the management, the Company met all the defining criteria of an investment entity throughout the period from its establishment to the financial reporting date.
On 9 February 2015 reorganization of joint-stock company INVL Technology and BAIP group AB was completed. INVL Technology AB was merged to BAIP group AB. BAIP group AB took over all the rights and obligations and continues operations under the new name of the public joint-stock company INVL Technology. The company's shares are quoted on the NASDAQ Vilnius Stock Exchange after completion of the actions foreseen in the legal acts. The trading in company' shares are available from March 2015. The share capital of INVL Technology AB (previously BAIP group AB) is divided into 6,114,714 ordinary registered shares. The nominal value per share is EUR 0.29. The Board and manager of AB INVL Technology (previously BAIP group AB) have not changed. Kazimieras Tonkūnas, a manager of a company, Gytis Umantas, Alvydas Banys, Vytautas Plunksnis and Nerijus Drobavičius continue operating as Members of the Board of the company.
The table below presents the merger effect on the balance sheet:
| BAIP group AB |
INVL Technology AB |
Eliminations and reorganisation adjustment |
Merged entity (INVL technology) |
|
|---|---|---|---|---|
| Property, plant and equipment | 5 | - | - | 5 |
| Investments into subsidiaries | 14,900 | 7,828 | (7,826) * | 14,902 |
| Deferred tax assets | 3 | - | - | 3 |
| Not current trade receivables | 196 | - | - | 196 |
| Loans | 44 | - | - | 44 |
| Prepayments and deferred charges | 4 | - | - | 4 |
| Trade and other amounts receivable | 266 | - | - | 266 |
| Cash and cash equivalents | 41 | 22 | - | 63 |
| Total assets | 15,459 | 7,850 | (7,826) | 15,483 |
| Share capital | 1,767 | 172 | (165) | 1,774 |
| Share premium | 179 | 250 | (250) | 179 |
| Reserves | - | 579 | (579) | - |
| Retained earnings | 9,916 | 6,844 | (6,832) | 9,928 |
| Liabilities | 3,597 | 5 | - | 3,602 |
| Total equity and liabilities | 15,459 | 7,850 | (7,826) | 15,483 |
* elimination of BAIP group AB shares, held by INVL Technology AB.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Non-current assets of the Company at fair value through profit or loss comprise of assets which are Level 3 instruments by valuation technique. The Company has no Level 1 or Level 2 instruments.
The list of unconsolidated subsidiaries and associates, which are owned by the Company as at 31 March 2015 directly or indirectly, is presented below:
| Proportion of shares | |||
|---|---|---|---|
| Entity | Country of incorporation |
(voting rights) directly/indirectly held by the Company (%) |
Nature of business |
| Informatikos pasaulis UAB | Lithuania | 100 | Information technology solutions |
| Vitma UAB | Lithuania | 100 | Information technology solutions |
| BAIP UAB * | Lithuania | 100 | Information technology solutions |
| Acena UAB | Lithuania | 100 | Information technology solutions |
| Norway Registers Development AS | Norway | 100 | Information technology solutions |
| NRD UAB * | Lithuania | 76.50 | Information technology solutions |
| Norway Registers Development East | |||
| Africa Ltd * | Tanzania | 70 | Information technology solutions |
| Infobank Uganda Ltd * | Uganda | 30 | Information technology solutions |
| NRD CS UAB | Lithuania | 100 | Information technology solutions |
| Inventio UAB | Lithuania | 100 | Dormant |
*These entities are owned indirectly by the Company as at 30 June 2015.
The Company performs independent appraisal of the investments into subsidiaries during preparation of annual financial statements. The fair value of the investments as of 31 December 2014 was performed by Deloitte Verslo Konsultacijos UAB. Appraisal was performed using income and market approaches. Management concluded that the fair value of investments was measured properly, using reasonable data inputs and ratios, appropriately representing its investments. Fair value of investments was estimated in compliance with the International Valuation Standards set out by the International Valuation Standards Council. For income approach discounted cash flow method was used. It was based on free cash flow projections provided by the management of BAIP Group covering a 5-year period. Free cash flows were calculated as net operating profit after tax, add-back depreciation less change in working capital and capital expenditure. Detailed disclosures are provided in annual financial statements of BAIP grupė AB and INVL technology AB (Note 3).
During preparation of interim financial statements the management of the Company assess whether cash flow projections has not changed significantly. In case such projects did not change significantly, the Company calculates fair value of investments using EBITDA multiple method, as disclosed further on, and in case of significant change adjusts value of investments. The management also assess whether financial position of the companies has not change significantly, as it might impact the final value of the investment.
Financial assets of the company INVL Technology AB measured at fair value through profit or loss comprised of directly and indirectly controlled subsidiaries: BAIP UAB, Acena UAB, Informatikos pasaulis UAB, Inventio UAB, NRD AS and NRD CS UAB. These assets are non-current assets and belong to Level 3 valuation technique. Main assets of Inventio UAB and Informatikos pasaulis UAB are cash at banks, thus entities were valued based on their net assets. EBITDA of NRD CS UAB was negative for the last 12 months, thus valuation was performed based on a previous value adjusted by the change in equity, because estimates of the management of the Company future cash flows did not decrease. Vitma UAB, controlling 100 percent of BAIP UAB, was valued by adding total current assets less current liabilities of Vitma UAB to the value of BAIP UAB. Other entities, including aforementioned BAIP UAB, were valued using EBITDA (earnings before depreciation,
amortisation, interest and taxes) multiple. Consolidated EBITDA for the last 12 months was used. Value derived using EBITDA multiple was adjusted by deducting difference between consolidated liabilities and current assets, subtracting calculated value of non-controlling share. Resulting amount was adjusted by 10.7 premium (used by appraisers during valuation as of 31 December 2014 as the difference between control premium and marketability discount). EBITDA multiple used is equal to 6.0. It was set as EV/EBITDA (ratio between enterprise value and EBITDA) average of comparative Scandinavian and Eastern Europe technology companies as listed below (adjusted by debt calculation method as described above):
| Entity name | EBITDA multiple |
|---|---|
| 4IG | 3.9 |
| Asseco Poland | 3.9 |
| Comarch SA | 4.9 |
| Affecto | 5.8 |
| Atea | 9.2 |
| Data Respons ASA | 8.2 |
| Innofactor Oyj | 10.2 |
| Know It AB | 6.7 |
| Sygnity SA | 3.2 |
| ATM | 10.7 |
| SMT | 4.8 |
| Qumak | 5.4 |
| Atende | 3.6 |
| Simple | 4.2 |
| Average | 6.0 |
Based on above multiples and assumptions, the Company calculated following fair values:
| Entity | 30 June 2015 | 31 December 2014 |
|---|---|---|
| Vitma UAB | 11,626 | 12,800 |
| NRD Group | 1,956 | 700 |
| NRD CS UAB | 844 | 1,000 |
| Acena UAB | 412 | 400 |
| Informatikos pasaulis UAB | 3 | - |
| Inventio UAB | 1 | 2 |
| Total | 14,842 | 14,902 |
If EBITDA multiple would be lower or higher by 1, respectively total value of BAIP UAB together with Vitma UAB would be lower or higher by EUR 1,326 thousand as of 30 June 2015, value of Acena UAB would be lower or higher by EUR 49 thousand as of 30 June 2015, value of NRD Group would be lower or higher by EUR 252 thousand as of 30 June 2015.
According to the current loan agreement with DNB bank the Company's indirectly controlled subsidiary BAIP UAB has restrictions to repay the loan granted by the Company, which amounted EUR 159 thousand as of 30 June 2015 (EUR 159 thousand as of 31 December 2014), also cannot announce the dividends without prior consent of the Bank. After balance sheet date this loan with the consent of DNB bank AB was repaid.
Other subsidiaries of the Company as of did not have significant restrictions for the payment of the dividends to the Company from not consolidated subsidiaries or the restrictions on repayment of loans granted by the Company to the not consolidated subsidiaries.
The following table presents the changes in Level 3 instruments for the six months ended 30 June 2015:
| Opening balance | 14,902 |
|---|---|
| Gains and losses recognised in profit or loss | (60) |
| Closing balance | 14,842 |
| Change in unrealised gains or losses for the period included in profit or | |
| loss for assets held at the end of the reporting period | (60) |
The Company's financial assets at fair value through profit or loss comprised subsidiaries BAIP grupe UAB and Inventio UAB. These assets arte non-current assets and are Level 3 instruments by valuation. The main assets of Inventio UAB is cash at the bank, therefore the entity is measured based to its equity. BAIP grupe UAB owns specialized information technology entities. Consolidated group financial figures were used for the valuation. EBITDA (earnings before interest, taxes, depreciation and amortization) multiple method was used. 12 months trailing EBITDA was used. Value derived using EBITDA multiple was adjusted by:
While performing the valuation, possible obligation to issue new shares of BAIP grupe UAB was taken considered. Model was built in a way that newly issued shares reduce the share of BAIP grupe UAB owned by the Company.
EBITDA multiple used in calculations is 7.6. It was calculated as average of comparative Central and Eastern Europe IT sector companies' EV/EBITDA ratio (Enterprise Value-to-EBITDA), as per below listed entities (source Bloomberg; 30 June 2014):
| Name of the entity | EBITDA multiple |
|---|---|
| ACTION S.A. | 8.9 |
| ATEA ASA | 9.0 |
| SYGNITY S.A. | 4.0 |
| ASSECO POLAND S.A. | 6.3 |
| ERICSSON NIKOLA TESLA d.d. | 12.5 |
| COMARCH S.A. | 6.2 |
| AB S.A. | 6.6 |
If EBITDA multiple would be lower or higher by 1, respectively total value of BAIP grupe UAB would be lower or higher by EUR 1,017 thousand as of 30 June 2014 (EUR 888 thousand as of 29 April 2014)
The following table presents the changes in Level 3 instruments for the six months ended 30 June 2014:
| Opening balance | 4,908 |
|---|---|
| Gains and losses recognised in profit or loss | 807 |
| Closing balance | 5,715 |
| Change in unrealised gains or losses for the period included in profit or loss for assets held at the end of the reporting period |
807 |
| 2015 6 months | 2014 6 months | |
|---|---|---|
| Interest expenses of borrowings from related parties | (155) | - |
| (155) | - | |
| 6 Income tax |
||
| 2015 6 months | 2014 6 months | |
| Components of the income tax benefit (expenses) | ||
| Deferred income tax expenses (benefit) | (25) | - |
| Income tax expenses (benefit) stated in the income statement | (25) | - |
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 period ended 30 June 2015 was as follows:
| Calculation of weighted average for the period ended 30 June 2015 |
Number of shares (thousand) |
Par value (EUR) |
Issued/180 (days) |
Weighted average (thousand) |
|---|---|---|---|---|
| Shares issued as at 31 December 2014 | 4,022 | 0.29 | 180/180 | 4,022 |
| Merged/Acquired INVL Technology shares as at 9 February 2015 |
2,093 | 0.29 | 140/180 | 1,628 |
| Shares issued as at 30 June 2015 | 6,115 | 0.29 | 5,650 |
The following table reflects the income and share data used in the basic earnings per share computations:
| 2015 6 months | |
|---|---|
| Net loss, attributable to the equity holders of the parent | (257) |
| Weighted average number of ordinary shares (thousand) | 5,650 |
| Basic and diluted earnings (deficit) per share (EUR) | (0,05) |
For 2015 diluted earnings per share of the Company are the same as basic earnings per share.
The weighted average number of shares for the period ended 30 June 2014 was as follows:
| Calculation of weighted average for the period ended 30 June 2014 |
Number of shares (thousand) |
Par value (EUR) |
Issued/62 (days) |
Weighted average (thousand) |
|---|---|---|---|---|
| Shares issued as at 29 April 2014 | 4,022 | 0.29 | 62/62 | 4,022 |
| Shares issued as at 30 June 2014 | 4,022 | 0.29 | 4,022 |
The following table reflects the income and share data used in the basic earnings per share computations:
| 2014 6 months | |
|---|---|
| Net loss, attributable to the equity holders of the parent | 796 |
| Weighted average number of ordinary shares (thousand) | 4,022 |
| Basic and diluted earnings (deficit) per share (EUR) | 0.20 |
Loans received by the Company consisted of loans received from related parties – subsidiaries or Invalda INVL AB group companies. Loans carried 11% annual interest rate. After completion of public share offering after balance sheet date one of the main shareholders Invalda INVL AB, who subscribed additional shares, settled the amount payable in kind by offsetting with liabilities of the Company under loan agreement (in amount of EUR 1,402,500).
As of 8 June 2015 the Bank of Lithuania confirmed prospectus on issue of ordinary shares by INVL Technology AB and as of 10 June 2015 public share offering was started and which ended on 3 July 2015. This balance sheet item contains liabilities due to funds transferred to the accounts of the Company for the acquisition of the shares offered.
As of 30 June 2015 other current liabilities comprised of liabilities to Vitma UAB.
Transactions of the Company with related parties for the first half of 2015 and balances as at 30 June 2015 were as follows:
| The Company | Revenue from related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Company's management | ||||
| Lease of assets | - | 9 | - | - |
| - | 9 | - | - | |
| INVL Technology AB subsidiaries | ||||
| Borrowings | 13 | 70 | 423 | 1,138 |
| Dividends | - | - | - | - |
| Management and accounting service | 110 | - | - | - |
| Other activities | 18 | 3 | 120 | 618 |
| 141 | 73 | 543 | 1,756 | |
| Invalda INVL AB Group companies | ||||
| Borrowings | - | 85 | - | 2,107 |
| Operating activities | - | - | 2 | - |
| - | 85 | 2 | 2,107 |
The Company's transactions with related parties during the first half of 2014 and related balances as at 30 June 2014 were as follows:
| The Company | Sales to related parties |
Purchases from related parties |
Receivables from related parties |
Payables to related parties |
|---|---|---|---|---|
| Invalda INVL AB Group companies | ||||
| Invalda INVL AB (split-off) | - - |
- - |
3 3 |
- - |
Management of the Company has determined the operating segments based on the reports reviewed by the Board of Directors that are used to make strategic decisions. All financial information, including the measure of profit, total assets and total liabilities, is analysed as a single reporting segment – investments into information technology entities segment, therefore is not further disclosed in these financial statements.
The risk management function within the Company is carried out in respect of financial risks (credit, liquidity, market, currency and interest rate), operational risks and legal risks. The primary objectives of the financial risk management function are to establish risk limits, and then ensure that exposure to risks stays within these limits. The operational and legal risk management functions are intended to ensure proper functioning of internal policies and procedures to minimise operational and legal risks.
The Company's principal financial liabilities comprise of loans. The main purpose of these financial liabilities is to increase funding for the activities of the Company. The Company has various financial assets but the main portion of the financial assets of the Company consisted of financial assets accounted for at fair value through profit or loss, comprising of investments into not consolidated subsidiaries.
The Company may enter into derivative transactions, such as interest rate swaps and forward currency contracts. The purpose of them is to manage the interest rate and currency risks arising from the operations and its sources of finance. The Company has not used any of derivative instruments so far, as management considered that there is no necessity for them.
The Company is being managed the way so its main businesses would be separated from each other. In such a way operating risk is diversified and the Company creates ability to sell any business without increasing risks to the Company.
The purpose of the Company's activities is to earn the medium-term and long term capital returns from investments in carefully selected quoted and not quoted private companies, operating in information technologies segment.
The main risks arising from the financial instruments are market risk (including currency risk, cash flow and fair value interest rate risk, price risk), liquidity risk and credit risk. The risks are identified and disclosed below.
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to outstanding trade and other receivables and loans granted.
At the date of financial statements there are no indications of worsening credit quality of trade and other receivables, which are neither due, nor impaired, due to constant control of receivable balances. There are no significant transactions of the Company that do not occur in the country of the relevant operating unit.
With respect to credit risk arising from other financial assets of the Company, which comprise of cash and cash equivalents, the Company's exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.
The Company uses services of banks or financial institutions, which itself have or which are controlled by financial institutions which have high grade credit rating, set by independent rating agency.
The investments of the Company are sensitive to the price change risk, arising from the uncertainties related to the future instrument values. In order to manage the price risk, the Board of the Company together with the management of the Company analyses the results of portfolio companies at least once per quarter and maintains constant communication with the portfolio companies' management on the business development and operating activities.
The investments of the Company at fair value sensitive to the price risk amounted to EUR 14,842 thousand as of 30 June 2015 (EUR 7,828 thousand as of 31 December 2014).
The Company's policy is to maintain sufficient cash and cash equivalents or have available funding through an adequate amount of committed credit facilities to meet their commitments at a given date in accordance with strategic plans. The liquidity risk of the Company is controlled on an overall group level. The Company's objective is to maintain a balance between
continuity of funding and flexibility through the use of bank overdrafts, bank loans, bonds and finance leases. The liquidity risk management is divided into long-term and short-term risk management.
The aim of the short-term liquidity management is to meet daily needs for funds. Each subsidiary plans independently its internal cash flows. Short-term liquidity for the Company is controlled through weekly monitoring of the liquidity status at the Company.
Long-term liquidity risk is managed by analysing the predicted future cash flows taking into account the possible financing sources. Before approving the new investment projects the Company evaluates the possibilities of raising needed funds. Based on monthly reports the Company the forecasts cash inflows and outflows for a future one year period which allows planning the Company's financing effectively.
The table below summarises the maturity profile of the Company's financial liabilities as of 30 June 2015 based on contractual undiscounted cash flows (financial liabilities as of 31 December 2014 were insignificant).
| Less than 3 | 4 to 12 | From 1 to 5 | |||
|---|---|---|---|---|---|
| months | months | years | Total | ||
| Borrowings with interest | - | 3,414 | - | 3,414 | |
| Trade and other payables | 116 | - | - | 116 | |
| Other current liabilities | 2,093 | - | - | 2,093 | |
| Balance as of 31 June 2015 | 2,209 | 3,414 | - | 5,623 |
The current liquidity ratio of the Company (Current assets/Current liabilities and short term payables) was 0.4 as of 30 June 2015 (4.1 as of 31 December 2014) and absolute liquidity ratio (Cash and cash equivalents / Current liabilities and short term payables) was 0.3 as of 30 June 2015 (4.1 as of 31 December 2014). The management of the Company monitors the liquidity of the Company and according to current situation takes the actions to maintain it in the favourable condition.
Part of loans are received from the subsidiaries, therefore the Company itself sets on the repayment conditions and terms.
Also financial position of the Company was significantly strengthen after the Company successfully finished public share offering and the Company plans that in the nearest future it will not face liquidity problems.
As a result of operations the statement of financial position of the Company can be affected by movements in the currencies' exchange rates. The Company's policy is to match the cash inflows from the most probable sales with purchases by each foreign currency. The Company does not use financial instruments allowing to manage foreign currency risks, because these risks are considered insignificant, because biggest portion of financial assets and financial liabilities are denominated in euros.
Fair value represents the amount at which an asset could be exchanged, or a liability settled on an arm's length basis between unrelated parties. The fair value measurement is determined in following 3 levels:
Level 1: The fair value of the financial instruments traded in active markets is based on quoted market prices at the balance sheet date. The fair values of available for sale financial assets are estimated with reference to mid quoted market prices. The Company does not have financial assets or liabilities assigned to this level.
Level 2: The fair value of the financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. The Company does not have financial assets or liabilities assigned to this level.
Level 3: Fair value determined by such valuation methods which use one or more of the significant inputs which are not based observable market data. Fair value of all receivables and payables as well as borrowings and financial assets at fair value through profit and loss are assigned to this level.
Where in the opinion of the management the fair value of the financial assets and liabilities differs significantly from their book value, such fair values are separately disclosed in the notes of the financial statements.
The primary objective of the capital management is to ensure that the Company maintains a strong credit health and healthy capital ratios in order to support their business and maximise shareholder value. The Company manages it's capital supervising the activities of each subsidiary, in order to achieve that the capital is sufficient to support company's activities. The key management personnel of the companies controls that they are meeting capital requirements as set in the laws and borrowing agreements and provides the information to the Company's management.
The Company's capital comprises share capital, share premium, reserves and retained earnings. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions and specific risks of their activity. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the first half of 2015.
The Company is obliged to keep its equity ratio at not less than 50% of its share capital, as imposed by the Law on Companies of Republic of Lithuania.
On 27 February 2015 the company announced the unaudited results of INVL Technology for 12 months of 2014. Unaudited net profit of INVL Technology amounted to LTL 5.1 million (EUR 1.47 million). The financial statements cover the interim financial period of the company, starting from the company's establishment date 29 April 2014 and ending on 31 December 2014, therefore there are no comparative data. Additionally, it was announced that INVL Technology in the end of 2014 controlled 65.65 percent of shares of joint-stock company BAIP group investing in IT companies. In the end of 2014 100 percent of BAIP group shares were valued LTL 33.5 million (EUR 9.70 million) while controlled 65.65 percent of shares – LTL 24.5 million (EUR 7.10 million). Valuation was performed using comparable multiples method using average enterprise value and earnings before interest tax depreciation and amortization (EBITDA) multiple 7.6 and applying 10 percent downward adjustment on the result due to the size of BAIP Group. BAIP group consolidated income in 2014 grew by 14 percent to 57.8 million litas (16.74 million EUR), EBITDA – 34 percent to 5.98 million litas (1.73 million EUR) and net profit – 152 percent to 3.3 million litas (0.96 million EUR).
Group AB, which after the merger into the public joint-stock company INVL Technology consolidated annual report for 2014; Presentation of the independent auditor's report on the financial statements of BAIP Group AB for 2014; On the approval of the consolidated and stand-alone financial statements for 2014 of BAIP Group AB; Regarding the distribution of BAIP Group AB profit for 2014; Regarding purchase of own shares of the public joint stock company INVL Technology (code 300893533).
On 30 April 2015 it was announced that public joint-stock company INVL Technology received the announcement from public joint-stock company Invalda INVL about the intention to submit a voluntary tender offer for INVL Technology, AB shares. INVL Technology, AB shareholders, who voted "for" the decision to reorganize the activity of the INVL Technology, AB so it would operate as the closed-end investment company under the Law of the Republic of Lithuania on Collective Investment Undertakings (there shareholders hold 5 700 680 ordinary registered shares of the INVL Technology, AB, that consist 93,229 % of all issued shares and voting rights), announced about the intention to submit a voluntary tender offer to purchase 414 034 ordinary registered shares with EUR 0.29 (equivalent to 1 LTL) value each of the INVL Technology, AB (code 300893533, address Gynėjų str. 16, Vilnius), which ISIN code is LT0000128860, and that consist 6,771 % of all INVL Technology, AB issued shares and grants 6,771 % of all voting rights. For the shares it will be paid in cash paying 1,61 EUR (equivalent to 5,559 LTL) per each share. According to the Agreement of 28 of April, 2015, Invalda LT, AB represents the shareholders, who submit a voluntary tender offer, during submission and implementation of the voluntary tender offer.
300893533), EUR 0.29 par value each, ISIN code LT0000128860, amounting to 6.771 per cent of INVL Technology, AB issued shares and granting the same amount of shares giving the voting rights. Price of the non-competitive voluntary tender offer amounts to EUR 1.61 per ordinary registered share, settlement for shares – in cash. The tender offer implementation period - 14 days (from 22 May 2015 till 4 June, 2015 (inclusive)). The tender offer will be implemented on Tender offer market of NASDAQ OMX Vilnius, AB through the intermediary bank Finasta, AB.
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