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KN Energies AB

Quarterly Report Nov 30, 2015

2252_10-q_2015-11-30_711f2777-48fa-446b-a4ec-a696b505c87f.pdf

Quarterly Report

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STOCK COMPANY KLAIPĖDOS NAFTA

INTERIM CONDENSED FINANCIAL STATEMENTS, PREPARED ACCORDING TO INTERNATIONAL FINANCIAL REPORTING STANDARDS, AS ADOPTED BY THE EUROPEAN UNION

FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER 2015 (UNAUDITED)

FINANCIAL STATEMENTS 3 – 16
Statement of financial position 3 – 4
Statement of comprehensive income 5
Statement of changes in equity 6
Cash flow statement 7
Explanatory note 8 –15
CONFIRMATION OF RESPONSIBLE PERSON 16

Statement of financial position

Notes 30-09-2015 31-12-2014
ASSETS (unaudited) (audited)
Non-current assets
Intangible assets 3 548 623
Property, plant and equipment 3 179,531 182,830
Long-term receivables 5 2,212 1,681
Investment into associates 4,135 4,098
Total non-current assets 186,426 189,232
Current assets
Inventories 6 1,669 1,600
Prepayments 326 962
Trade receivables 7 15,601 1,887
Refunds of income taxes - 408
Other receivables 8 2,074 8,643
Other financial assets 9 - 8,284
Cash and cash equivalents 10 32,277 10,902
Total current assets 51,947 32,686
Total assets 238,373 221,918
(cont'd on the next page)

Statement of financial position (cont'd)

Notes 30-09-2015 31-12-2014
EQUITY AND LIABILITIES (unaudited) (audited)
Equity
Share capital 1 110,376 110,231
Share premium 3,914 3,914
Legal reserve 8,107 7,644
Reserve for own shares 15,929 15,929
Other reserves 36,442 27,740
Retained earnings 13,095 9,257
Total equity 187,863 174,715
Non-current liabilities
Deferred income tax liability 1,025 1,124
Non-current employee benefits 183 301
Loan 11 29,693 29,832
Grants related to assets 89 -
Total non-current liabilities 30,990 31,257
Current liabilities
Loan 11 67 55
Trade payables 12 8,676 12,680
Payroll related liabilities 13 1,931 1,396
Income tax payable 982 -
Prepayments received 7,419 1
Dividends payable 11 11
Other payables and current liabilities 14 434 1,803
Total current liabilities 19,520 15,946
Nuosavo kapitalo ir įsipareigojimų iš viso 238,373 221,918

Statement of comprehensive income

For the nine For the three For the nine For the three
Notes months period
ended
months period
ended
months period
ended
months period
ended
30 September 30 September 30 September 30 September
2015 2015 2014 2014
(unaudited) (unaudited) (unaudited) (unaudited)
Sales 15 78,887 25,016 24,185 7,459
Cost of sales 16 (60,008) (19,500) (15,371) (4,695)
Gross profit 18,879 5,516 8,814 2,764
Operating expenses (3,275) (1,203) (2,940) (962)
Other income 230 55 21 4
Profit from operating activities 15,834 4,368 5,895 1,806
Income from financial activities 17 692 217 206 8
Loss from financial activities 17 (1,209) (155) (3) -
Profit before income tax 15,317 4,430 6,098 1,814
Income tax expense (2,222) (792) (877) (265)
Net profit 13,095 3,638 5,221 1,549
Other comprehensive income (expenses)
Items that will not be subsequently
- - - -
reclassified to profit or loss
Items that may be subsequently
reclassified to profit or loss
-
-
-
-
-
-
-
-
Total comprehensive income 13,095 3,638 5,221 1,549
Basic and diluted earnings (losses) per 18 0.03 0.01 0.01 0.004

share, in EUR

Statement of changes in equity

Notes Share
capital
Share
premiu
m
Legal
reserve
Reserve for
own shares
Other
reserves
Retained
earnings
Total
Balance as at 31 December 2013
(audited)
110,231 3,914 7,128 15,929 18,036 10,324 165,562
Net profit for the nine months - - -
-
- 5,221 5,221
Other comprehensive income - - -
-
- - -
Total comprehensive income - - -
-
- 5,221 5,221
Dividends declared - - -
-
- (103) (103)
Transfers between reserves - - 516 - 9,705 (10,221) -
Balance as at 30 September 2014
(unaudited)
110,231 3,914 7,644 15,929 27,740 5,221 170,679
Balance as at 31 December 2014
(audituota)
110,231 3,914 7,644 15,929 27,740 9,257 174,715
Net profit for the nine months - - -
-
- 13,095 13,095
Other comprehensive income - - -
-
- - -
Total comprehensive income - - - - - 13,095 13,095
Dividends declared - - - - - (92) (92)
Transfers between reserves - - 463 - 8,702 (9,165) -
Currency conversion difference 145 - -
-
- - 145
Balance as at 30 September 2015
(unaudited)
110,376 3,914 8,107 15,929 36,442 13,095 187,863

Cash flow statement

Notes For the nine months
period ended
30 September 2015
For the nine months
period ended
30 September 2014
(unaudited) (unaudited)
Cash flows from operating activities
Net profit 18 13,095 5,221
Adjustments for noncash items:
Depreciation and amortization 3 9,597 5,547
Impairment of inventory value (133) 2
Accrued income (340) (477)
Change in non-current liabilities for employees (118) 14
Change in allowance for doubtful receivables (1) (1)
Change in vacation reserve 13 (68) (34)
Impairment of inventory value 6 164 -
Other non-cash adjustments 145 -
Income tax expenses 2,222 877
Interest income 17 (17) (34)
24,546 11,115
Changes in working capital:
(Increase) decrease in inventories 6 (217) (177)
Decrease (increase) in prepayments 636 31
Decrease (increase) in trade and other accounts receivable (7,335) 2,571
Increase (decrease) in trade and other payables 11, 12, 14 (5,513) (2,825)
(Decrease) increase in prepayments received 7,418 (12)
Increase (decrease) in other current liabilities and payroll related
liabilities
604 164
20,139 10,867
Income tax (paid) (931) (512)
Interest received 17 17 34
Net cash flows from operating activities 19,225 10,389
Cash flows from investing activities
(Acquisition) of property, plant, equipment and intangible assets (6,106) (27,961)
Sales of investments held-to-maturity 8,284 8,731
(Acquisition) of other Investments (38) (4,093)
Grants, subsidies 89
Net cash flows from investing activities 2,229 (23,323)
Cash flows from financing activities
Dividends (paid) (92) (103)
Received loans 302 147
Interest (paid) (289) (116)
Net cash flows from financing activities (79) (72)
Net increase (decrease) in cash flows 21,375 (13,006)
Cash and cash equivalents on 1 January 10 10,902 26,035
Cash and cash equivalents on 30 September 10 32,277 13,029

EXPLANATORY NOTES TO FINANCIAL STATEMENTS

1 General information

Stock Company Klaipėdos Nafta (hereinafter referred to as "the Company") is a public limited liability company registered in the Republic of Lithuania. The address of its registered office is as follows: Burių str. 19, 91003 Klaipėda, Lithuania.

The main activities of the Company are holding oil terminal supplies, oil products transhipment services and other related services, as well as the liquefied natural gas terminal (hereinafter referred to as "LNGT") to receive and store liquefied natural gas, regasify it and supply it to Gas Grid.

National Commission for Energy Control and Prices (hereinafter referred to as "NCC") issued Natural Gas Regasification License to the Company on 27 November 2014.

The Company was established by SC Naftos Terminalas (Lithuania) and Lancaster Steel Inc. (USA) acquiring 51 and 49 percent of shares respectively. The Company was registered on 27 September 1994.

As of 30, September 2015 all the shares were owned by 1,863 shareholders. The Company's share capital – EUR 110,375,793.36 (one hundred tenmillion three hundred seventy-five thousand seven hundred ninety-three) and 36 cents is fully paid. It is divided into 380,606,184 (three hundred eighty million six hundred six thousand one hundred eighty-four) ordinary shares with a par value of twenty nine(0,29) euro cents. 72.32 % of the shares (275,241,290 shares) are owned by the State of Lithuania, represented by the Ministry of Energy.

The Company has not acquired any own shares and has arranged no deals regarding acquisition or transfer of its own shares during the year 2015 and 2014 nine months. The Company's shares are listed in the Baltic Secondary List on the NASDAQ OMX Vilnius Stock Exchange (ISIN code LT0000111650, abbreviation KNF1L).

As of 30 September 2015 and 30 September 2014 the shareholders of the Company were:

30 September 2015 30 September 2014
Number of Part of Number of Part of
shares held ownership shares held ownership
(thousand) (%) (thousand) (%)
State of Lithuania represented by the Ministry of Energy (Gediminas
av. 38/2, Vilnius, 302308327)
275,241 72.32 275,241 72.32
Concern JSC Achemos grupė (Jonalaukis village, Jonava district,
156673480)
38,975 10.24 38,975 10.24
Other (less than 5 per cent each) 66,390 17.44 66,390 17.44
Total 380,606 100.00 380,606 100.00

The average number of employees on 30 September 2015 was 369 (375 – on 30 September 2014).

2 Accounting principles

1 January 2015 - Introduction of the euro in the Republic of Lithuania Day, so this day and accordingly changed the Company's functional currency. The recalculation of the litas to the euro has been applied in the euro exchange rate of conversion and smooth at 3.45280 for 1 euro, which irrevocably set by the EU Council.

The financial statements are presented in Euro and all values are rounded to the nearest thousand (EUR 000), except when otherwise indicated. The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (hereinafter the EU).

The Company applies the same accounting policies and the same calculation methods in preparing Interim Financial Statements as they have been used for the Annual Financial Statements of the year 2014. The principles used in preparation of financial statements were presented in more detail in the Notes to the Financial Statements for 2014.

These financial statements have been prepared on a historical cost basis.

The financial year of the Company coincides with the calendar year.

The numbers in tables may not coincide due to rounding of particular amounts to EUR thousand. Such rounding errors are not material in these financial statements.

3 Non-current tangible assets

During the nine months of 2015 the Company continued works in the following projects:

  • Liquefied natural gas terminal project. The project shall involve procurement of floating storage and regasification unit, construction of the jetty and installation of superstructure, dredging of jetty's access, building of gas pipeline and all other costs of the project implementation. As of 30 September 2015 the value of constructions in progress of LNG Terminal's amounted to EUR 23 thousand (During the nine months period of 2015 investment amounted to EUR 4,608 thousand).
  • Liquefied natural gas (LNG) onshore reloading station. The foreseen start of the Company's LNG reloading station activities and supply of services is the beginning of 2017. Currently, the business unit engaged in this activity required the construction of infrastructure projects and creation of business conditions. As of 30 September 2015 the value of constructions in progress amounting to EUR 300 thousand (During the nine months period of 2015 investment amounted to EUR 300 thousand).
  • Modernization works of fire protection system investments for the upgrade of mechanical and automatic sections of the fire protection system. As of 30 September 2015 value of constructions in progress amounting to EUR 276 thousand (During the nine months period of 2015 investment amounted to EUR 153 thousand).
  • LNG sampling system. In order to ensure the LNG quality parameters there were invested into LNG sampling system. Total value of constructions in progress of LNG sampling system amounting up to EUR 474 thousand as of 30 September2015 (During the nine months period of 2015 investment amounted to EUR 474 thousand).
  • Other investment. Value of constructions in progress amounting to EUR 131 thousand as of 30 September 2015 (During the nine months period of 2015 investment amounted to EUR 241 thousand).

Part of the Company's property, plant and equipment with the acquisition cost of EUR 30,233 thousand as on 30 September 2015 was completely depreciated (EUR 24,863 thousand on 31September 2014), however, it was still in operation.

The depreciation of the Company's non-current tangible assets for the nine month of 2015 amounts to EUR 9,614 thousand (EUR 5,547 thousand – in 2014 nine months). EUR 9,432 thousand of amortisation charge has been included into cost of sales (EUR 5,387 thousand - in 2014 nine months) EUR 17 thousand of amortisation charge was transferred to inventory value (EUR 37 thousand – in 2014 nine months), and the remaining amount EUR 165 (EUR 123 – in 2014 nine months) has been included into operating expenses in the Statement of comprehensive income during the nine months of 2015.

4 Operating segments

The Management of the Company has identified the following business segments:

  • KN oil terminal in Klaipėda supplying oil products, providing transhipment and other related services.
  • SGD LNG terminal in Klaipėda, which receives and stores liquefied natural gas, regasifies it and supplies to Gas Main.
  • SKB Subačius fuel base in Kupiškis district provides services of long-term storage of oil products and loading of autotankers.

Main indicators of the business segments of the Company included into the statement of comprehensive income for the financial year as of 30 September 2015 and Statement of financial position as of 30 September 2014, are described below:

For the nine months period ended 30 September 2015 SGD SKB KN Iš viso
Revenues from external customers 48,551 1,788 28,548 78,887
Profit before income tax 2,069 677 12,571 15,317
Segment net profit 1,769 579 10,747 13,095
Interest revenue 3 - 14 17
Interest expense (201) - - (201)
Depreciation and amortisation (3,829) (632) (5,135) (9,596)
Impairment of assets 5,259 137 685 6,081
Segment total assets 84,729 13,603 140,041 238,373
Segment loands and related liabilities 29,760 - - 29,760
Segment total liabilities 47,207 585 2,718 50,510
For the nine months period ended 30 September 2015 SGD SKB KN Iš viso
Revenues from external customers - 1,408 22,778 24,186
Profit before income tax (2,614) 323 8,389 6,098
Segment net profit (2,614) 275 7,560 5,221
Interest revenue - - 34 34
Depreciation and amortisation (36) (605) (4,870) (5,511)
Impairment of assets 26,778 75 1,108 27,961
Segment total assets 41,464 14,858 143,387 199,709
Segment loands and related liabilities 14,863 - - 14,863
Segment total liabilities 27,998 1,032 - 29,030

5 Long-term receivables and accrued income

30-09-2015 31-12-2014
Long-term accrued income 2,212 1,681

Subačius fuel storage reservoirs rent agreement signed with the Lithuanian petroleum products Agency in 2012 for the duration of 10 years is treated as operating leasing contract, The rent tariffs are different for the first 5 years and for the remaining period, Therefore the rent income are recognised on a straight line basis over the lease term, i.e. the income are calculated on average tariff of the all leasing term (10 years).

6 Inventories

30-09-2015 31-12-2014
Diesel fuel for the Terminal purpose 1,168 733
Oil products for sale 304 422
Liquefied natural gas in the connecting pipeline 50 63
Fuel for transport and other equipment 37 43
Spare parts, construction materials and other inventories 1,949 2,013
Total inventories 3,508 3,274
Write-down of spare parts, construction materials and other inventories (1,839) (1,674)
1,669 1,600

As of 30 September 2015 the Company had accounted write-off of inventories in the amount of EUR 1,839 thousand (EUR 1,674 thousand on 31 December 2014), that have been written off down to the net realisable value, The Company makes writeoff the inventories to the net realisable value if they are not used for more than 6 months. Write-off has been accounted for mostly construction materials and spare parts, which were not used during the reconstruction (1996 – 2005).

Write-off of inventories to the net realizable value of EUR 216 thousand for the nine months ended of 30 September 2015 (31 December 2014 - EUR 8 thousand) are included under operating expenses in the profit (loss).

As of 30 September 2015 the Company stores 1.4 thousand MWh (As of 31 December 2014 - 1.8 thousand MWh) natural gas in the connecting pipeline of the Liquefied natural gas terminal to ensure activities.

Oil products for sale are energy products collected in the Waste Water Treatment Facilities. On 30 September 2015 the Company stored 3,542 tons of oil products collected in its Waste Water Treatment Facilities (30 September 2014– 4,865 tons).

As of 30 September 2015 the Company stored 169.7 thousand tons of oil products delivered for transhipment in its storage tanks (196.6 thousand tons as on 31 December 2014). Such oil products are not recognised in the Company's financial statements, they are accounted for in the off-balance sheet accounts as the Company has no ownership rights into oil products.

As of 30 September 2015 the Company stored 974 thousand MWh (As of 31 December 2014 - 1,087 thousand MWh of natural gas products delivered for transhipment in the Liquefied natural gas terminal. Such natural gas products are not recognised in the Company's financial statements, they are accounted for in the off-balance sheet accounts as the Company has no ownership rights for these products.

7 Trade receivables

30-09-2015 31-12-2014
Receivables from natural gas regasification service 13,245 -
Receivables for trans-shipment of oil products and other related services 2,356 1,887
15,601 1,887

Trade and other receivables are non-interest bearing and are generally on 6 - 15 days payment terms,

8 Other receivables

30-09-2015 31-12-2014
Receivable compensation for the Liquefied natural gas terminal project 710 767
Unbilled revenue from natural gas regasification service 666 5,793
Short-term accrued income for storage of oil products 372 562
VAT receivable 6 1,468
Other receivables 320 53
2,074 8,643

9 Other financial assets

30-09-2015 31-12-2014
Cession of rights in Vnesekonom bank 29 29
Loan to UAB "Žavesys" 101 101
Less: impairment allowance for receivables (130) (130)
Total loans and receivables - -
30-09-2015 31-12-2014
Cash deposits - 8,284
Total other financial assets - 8,284

Carrying values of other financial assets are denominated in the following currencies:

Currency 30-09-2015 31-12-2014
EUR - 8,284

On 24 January 2003 AB "Naftos terminalas", as a part of settlement for the shares acquired, transferred to the Company the right of demand for the deposit of USD 95,266 thousand (or EUR 80,295 thousand) in the liquidated Vnesekonom bank and the right to the loan provided to UAB "Zavesys", Cost of sales of the right in the liquidated Vnesekonom bank amounts to EUR 28.96 thousand. The Company's Management considers the receivables subject to the acquired rights of demand to be doubtful therefore they have been accounted for by cost less 100 per cent allowance.

10 Cash and cash equivalents

30-09-2015 31-12-2014
Cash at bank 32,277 10,902

Cash in bank earns variable interest depending on the closing balance of every day. As of 30 September 2015 the Company had one night term deposits of EUR 15,577 thousand (as of 31 December 2014 – EUR 1,827 thousand).

Calculated values of cash and cash equivalents are denominated in the following currencies:

Currency 30-09-2015 31-12-2014
EUR 32,277 10,902
Calculated values of cash and cash equivalents are denominated in the following currencies:
30-09-2015 31-12-2014
A 16,136 17,261
AA - 15,799 1,829
A + 342 96
32,277 19,186

The maximum exposure of these investments to credit risk at the reporting date was represented by carrying value of the securities and term deposits, classified as investments held to maturity.

11 Financial liabilities

30-09-2015 31-12-2014
European Investment Bank's loan 29,693 29,832
Payable loan interest 67 55
29,760 29,887
12 Trade debts and other payables
30-09-2015 31-12-2014
Payable to contractors 2,746 6,191
Payable for rent of land 238 190
Payable for railway services 97 135
Other trade payables 5,595 6,164
8,676 12,680

Trade payables are non-interest bearing and are normally settled on 30-day payment terms. On 30 September 2015 trade payables of EUR 4,711 thousand were denominated in USD (EUR 7.8 thousand were denominated in GBP – on 31 December 2014).

13 Liabilities related to labour relations

30-09-2015 31-12-2014
Accrued vacation reserve 653 721
Accrual of bonuses 628 668
Salaries payable 299 3
Social insurance payable 271 2
Income tax payable 78 2
Mokėtinos garantinio fondo įmokos 1 -
Other owerdraw of salary 1 -
1,931 1,396

14 Other current liabilities

30-09-2015 31-12-2014
Accrued tax expenses and liabilities 363 163
Accrued expenses and liabilities 44 1,574
Other liabilities 27 66
434 1,803

Other liabilities are non-interest bearing and have an average term of one month.

15 Sales income

For the nine months For the nine months
period ended period ended
30 September 30 September
2015 2014
Income from LNGT services regulated by NCC 48,551 -
Sales of oil transhipment services 28,762 23,619
Other sales related to transhipment 1,574 566
78,887 24,185

Other sales related to transhipment include moorage, sales of fresh water, transportation of crew and other sales related to transhipment,

16 Cost of sales

For the nine months For the nine months
period ended period ended
30 September 30 September
2015 2014
FSRU rent and other related expences 37,987 -
Depreciation and amortization 9,431 5,387
Wages, salaries and social security 4,696 4,141
Natural gas 1,611 2,259
Rent of land and quays 1,554 469
Railway services 1,296 923
Insurance of assets 972 322
Electricity 925 1,003
Tax on real estate 354 271
Repair and maintenance of non-current assets 255 227
Refined oil products costs 215 -
Transport 169 33
Services for tankers 126 90
Work safety costs 81 52
Pollution tax 55 5
Cleaning and disposal costs 51 31
Research costs 48 58
Rent of facilities 34 -
Other 148 100
60,008 15,371

17 Income (expenses) from financial and investment activities – net

For the nine For the nine
months period months period
ended 30 ended 30
September 2015 September 2014
Income from currency exchange 670 -
Interest income 17 34
Fines collected 5 172
Financial income, total 692 206
(Losses) from currency exchange (862) (3)
Interest (expenses) (202) -
Other financial activity (expenses) (145) -
Financial activity expenses, total (1,209) (3)
Financial result, total (517) 203

18 Earnings per share, basic and diluted

Basic earnings per share are calculated by dividing net profit of the Company by the number of the shares available, Diluted earnings per share equal to basic earnings per share as the Company has no instruments issued that could dilute shares issued, Basic and diluted earnings per share are as follows:

For the nine months For the nine months
period ended period ended
30 September 2015 30 September 2014
Net profit attributable to shareholders 13,095 5,221
Weighted average number of ordinary shares (thousand) 380,606 380,606
Earnings per share (in EUR) 0.02 0.01

19 Related party transactions

The parties are considered related when one party has a possibility to control the other one or has significant influence over the other party in making financial and operating decisions. The related parties of the Company and transactions with them during the nine months of 2015 and 2014 were as follows:

Transactions with Lithuanian State controlled enterprises and institutions:

Purchases Sales Receivables Payables
State Tax Inspectorate at the Finance 2015 nine month 48,053 - - 4,605
Ministry of the Republic of Lithuania 2014 nine month 37,953 - 3,310 2,062
State Social Insurance Fund Board 2015 nine month 2,158 - - 271
under the MMSL 2014 nine month 2,130 - - 246
State Enterprise Klaipeda State Seaport 2015 nine month 586 22 - 948
2014 nine month 469 14,489 1,623 189
SC Lithuanian Railways owned by the 2015 nine month 1,361 - - 97
State of Lithuania represented by TM 2014 nine month 951 - - 89
SC"Lesto", owned by the State of 2015 nine month 393 - - 44
Lithuania represented by EM 2014 nine month 488 - - 49
SC "Lietuvos dujos", owned by the State 2015 nine month 292 - - 27
of Lithuania represented by EM 2014 nine month 2,230 - - 225
2015 nine month 1,072 - - 77
JSC Lietuvos dujų tiekimas 2014 nine month - - - -
2015 nine month 295 54,733 13,245 6,363
SC Amber Grid 2014 nine month 122 - - 15
2015 nine month - 933 132 -
VĮ Lietuvos naftos produktų agentūra 2014 nine month - 1,092 121 -
Other related parties 2015 nine month 65 4 - 1
2014 nine month 25 6 1 3
Transactions with related parties, in 2015 nine month 54,275 55,692 13,377 12,433
total: 2014 nine month 44,368 15,587 5,055 2,878

Remuneration to the Management and other payments

The Company's Management is comprised of General Manager, Deputy General Manager, Directors of Departments and their Deputies, Managers of Departments.

19 Related party transactions (cont'd)

For the nine For the nine
months months
period ended period ended
30 September 30 September
2015 2014
Labour related disbursements 1,589 1,479
Number of managers 35 34

During the first nine months of the years 2015 and 2014 the Management of the Company did not receive any loans, guarantees, or any other payments or property transfers were made or accrued.

20 Subsequent events

• On 4th September 2015 Company informed that it has specified the terms of negotiated procedure on procurement of the financial services (long-term loan) amounting up to EUR 300 mln., in order to finance intended purchase option of a floating liquefied natural gas (LNG) storage and regasification unit for the purpose of decreasing annual LNG terminal exploitation costs.

Changes of the terms of negotiated procedure mainly concern specifications to the procedure in relation to the intention of the Company to obtain financing of the loan from international financial institutions (e.g. European Investment Bank, Nordic Investment Bank, European Bank for Reconstruction and Development). If in course of the procedure of negotiations it will become clear that the Company shall in fact obtain financing from the said alternative source in full or in part, the amount of the financing to be obtained from commercial banks shall be respectively reduced or withdrawn.

• on 14th September, 2015, the Supervisory Council of Company adopted the decision to elect Kasparas Žebrauskas as the new member of the Company's Audit Committee until the term of office of the acting Audit Committee of the Company.

The newly elected independent member of the Company's Audit Committee Kasparas Žebrauskas has changed the resigned member of the Company's Audit Committee Simonas Rimašauskas.

• On the 18 November 2015 the Company and the port of Helsingborg (Helsingborg Hamn AB, Oceangatan 3, Po BoX 821, S-251 08 Helsingborg, Sweden) have signed partnership agreement regarding cooperation in the project HEKLA – Helsingborg & Klaipeda LNG Infrastructure Facility Deployment. According to this agreement the Company acquires the right to use the financial support of EUR 6 million of the Connecting Europe Facility (CEF, part of the EU financing program) approved by Coordination Committee for the construction of SC Klaipedos Nafta Liquefied natural gas (hereinafter – LNG) onshore reloading station.

Information regarding confirmation of EU preliminary financial support was announced in the Company's notification on material event on 13 July 2015.

Information on the approval of the general meeting of shareholders of the Company to implement investment project of LNG distribution station was announced in the Company's notification on material event issued on 25 August 2015.

The foreseen start of the construction of the Company's LNG reloading station is the end of 2015 – beginning of 2016, when the contract with the contractor is signed. Currently the Company is pending initial proposals from potential contractors. The foreseen start of operations of LNG reloading station is beginning of 2017.

SC Klaipedos Nafta previously has received the EU support for the LNG reloading station FEED and other preparation works.

• On 20 November 2015, the Board of AB Klaipėdos Nafta took a decision to perform activities of operating a liquefied natural gas bunkering carrier and to establish UAB SGD logistika, a wholly owned subsidiary of AB Klaipėdos Nafta, for performance of such activities. The authorised capital of UAB SGD logistika, a subsidiary of AB Klaipėdos Nafta, is EUR 200,000, Mantas Bartuška is the head of the subsidiary since its establishment.

LNG transportation services will be offered to clients in the Baltic Sea, also to clients of the LNG distribution station under construction in Klaipėda. It is planned that UAB SGD logistika together with its partner Bomin Linde LNG GmbH & Co. KG will establish a joint venture in Germany and will order construction of an LNG bunkering carrier. AB Klaipėdos Nafta with its said partner is going to provide LNG bunkering services in the Klaipėda State Seaport, in the Baltic Sea and in the North Sea.

The Board of AB Klaipėdos Nafta has also decided that the company will issue guarantees (i) regarding performance of UAB SGD logistika obligations under the joint venture agreement with Bomin Linde LNG GmbH & Co. KG, also (ii) regarding payment of a part of the rent of the carrier. According to the estimates of AB Klaipėdos Nafta, the possible total liability of AB Klaipėdos Nafta according to such guarantees should not exceed the amount of USD 14,000,000.

• On 24 November 2015, UAB "SGD logistika", which is a wholly-owned subsidiary of AB Klaipėdos Nafta, signed a joint venture agreement with partner Bomin Linde LNG GmbH & Co. KG on joint performance of the activities of operating the LNG bunkering carrier.

Following the signed agreement, UAB "SGD logistika" together with Bomin Linde LNG GmbH & Co. KG will establish a joint venture in Germany, in which UAB "SGD logistika" will hold 20% of the authorised capital and Bomin Linde LNG GmbH & Co. KG 80% of the authorised capital. This entity will order construction of an LNG bunkering carrier. The LNG bunkering carrier will provide LNG fuel to clients of Bomin Linde LNG GmbH & Co. KG both at sea and in the Klaipėda port, will offer safe and flexible transportation of LNG from the Klaipėda LNG terminal to the LNG distribution station in the Klaipėda port, will transport LNG to terminals in the North Sea and the Baltic Sea.

The agreement says that AB Klaipėdos Nafta will issue guarantees (i) regarding performance of UAB "SGD logistika" obligations under the joint venture agreement, also (ii) regarding payment of a part of the rent for the carrier. According to the estimates of AB Klaipėdos Nafta, the possible total liability of AB Klaipėdos Nafta according to such guarantees should not exceed the amount of USD 14,000,000. The joint venture agreement establishes that it will come into effect after the general meeting of shareholders of the company, which is to be held on 14 December 2015, approves of the decisions of the Board of the company regarding issuance of guarantees.

No more significant subsequent events have occurred after the date of financial statements.

CONFIRMATION OF RESPONSIBLE PERSONS

Following Article 22 of the Law on Securities of the Republic of Lithuania and the Rules on Preparation and Submission of Periodic and Additional Information of the Lithuanian Securities Commission, we, Marius Pulkauninkas, Finance and Administrative Department Director, acting as a General Manager, of SC Klaipėdos Nafta, and Asta Sedlauskienė, Head of Accounting Division hereby confirm that to the best of our knowledge the above-presented unaudited Interim condensed Financial Statements of SC Klaipėdos Nafta for the nine month period ended on 30th September 2015, prepared in accordance with the International Financial Reporting Standards as adopted to be used in the European Union, give a true and fair view of the assets, liabilities, financial position and profit or loss and cash flows of SC Klaipėdos Nafta.

Director of Finance and Administrative Department, Acting as a General Manager Marius Pulkauninkas

Head of Accounting Division Asta Sedlauskienė

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