Quarterly Report • Aug 30, 2019
Quarterly Report
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| 1. REPORTING PERIOD OF THE SUBMITTED HALF YEAR CONSOLIDATED REPORT AND CONSOLIDATED FINANCIAL STATEMENTS 3 | |
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| 2. KEY INFORMATION OF THE ISSUER: 3 | |
| 3. INFORMATION ON THE COMPANY'S GROUP 3 | |
| 4. TYPES OF MAIN ACTIVITIES OF THE COMPANY AND THE COMPANY GROUP 4 | |
| 5. STRATEGY AND OBJECTIVES OF THE GROUP 4 | |
| 6. THE MOST IMPORTANT EVENTS IN THE REPORTING PERIOD 5 | |
| 7. SIGNIFICANT DEVELOPMENTS AFTER THE END OF THE FISCAL YEAR 6 | |
| 8. BUSINESS ENVIRONMENT OF THE GROUP OF COMPANIES 7 | |
| 9. SALES OF THE GROUP OF COMPANIES 10 | |
| 10. RISK FACTORS AND RISK MANAGEMENT 11 | |
| 11. INFORMATION ABOUT THE AIMS OF FINANCIAL RISK MANAGEMENT AND THE USE OF HEDGING MEASURES 18 | |
| 12. KEY ASPECTS OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS ASSOCIATED WITH THE FORMATION OF CONSOLIDATED FINANCIAL ACCOUNTS 18 |
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| 13. ENVIRONMENT 19 | |
| 14. FINANCIAL PERFORMANCE 20 | |
| 15. PLANS AND FORECASTS FOR THE OPERATIONS OF THE GROUP AND INVESTMENTS FOR THE YEAR 2019 23 | |
| 16. INFORMATION ON THE COMPANY'S AUTHORIZED CAPITAL 24 | |
| 17. CONTRACTS OF THE COMPANY WITH THE FINANCIAL BROKERAGE UNDERTAKINGS 25 | |
| 18. DATA ABOUT TRADE IN ISSUER'S SECURITIES ON REGULATED MARKETS 25 | |
| 19. LIMITATION ON TRANSFERENCE OF SECURITIES: 27 | |
| 20. PROCEDURE FOR AMENDING THE ARTICLES OF ASSOCIATION 27 | |
| 21. INFORMATION ABOUT THE SHAREHOLDERS OF THE COMPANY 28 | |
| 22. RIGHTS OF SHAREHOLDERS 29 | |
| 23. SHAREHOLDERS WITH SPECIAL CONTROL RIGHTS AND DESCRIPTION OF THE RIGHTS. 29 | |
| 24. INFORMATION ABOUT ALL RESTRICTIONS ON THE VOTING RIGHTS 30 | |
| 25. INFORMATION ABOUT THE PURCHASE OF OWN SHARES BY ISSUER 30 | |
| 26. DIVIDENDS 30 | |
| 27. MANAGEMENT BODIES OF THE COMPANY 31 | |
| 28. ORGANIZATIONAL STRUCTURE OF THE MANAGEMENT OF THE COMPANY AND THE COMPANY GROUP 31 | |
| 29. INFORMATION ON THE POWERS OF AND THE PROCEDURE FOR CONVENING THE GENERAL MEETING OF SHAREHOLDERS 32 | |
| 30. BOARD OF THE COMPANY 35 | |
| 31. COMMITTEES SET UP IN THE COMPANY 38 | |
| 32. MANAGEMENT OF THE COMPANY 39 | |
| 33. EMPLOYEES 40 | |
| 34. INFORMATION ON AGREEMENTS BETWEEN THE COMPANY AND MEMBERS OF ITS BODIES, MEMBERS OF ITS COMMITTEES, OR EMPLOYEES PROVIDING FOR COMPENSATION IF THEY RESIGN OR ARE MADE REDUNDANT WITHOUT VALID REASON OR IF THEIR EMPLOYMENT CEASES BECAUSE OF CHANGE OF CONTROL OF THE ISSUER 42 |
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| 35. RELATED-PARTY TRANSACTIONS 42 | |
| 36. INFORMATION ON INJURIOUS TRANSACTION CONCLUDED ON BEHALF OF THE ISSUER 42 | |
| 37. CONSOLIDATED BALANCE SHEET 44 | |
| 38. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 45 | |
| 39. CONSOLIDATED CASH FLOW STATEMENT 46 | |
| 40. CONSOLIDATED OWN CAPITAL CHANGE STATEMENT 47 | |
| 41. COMMENTARY ON THE REPORT 48 |
The half year consolidated report and consolidated financial statements are prepared for six months 2019.
| Rokiškio sūris, AB (hereinafter, the "Company") |
|---|
| Public limited liability company |
| 28 February 1992, State Enterprise Centre of Registers |
| 173057512 |
| Pramonės g. 3, LT-42150 Rokiškis, Republic of Lithuania |
| State Enterprise Centre of Registers |
| +370 458 55 200 |
| +370 458 55300 |
| [email protected] |
| www.rokiskio.com |
| LT0000100372 |
| 48510000PW42N5W74S87 |
| RSU1L |
As at June 30, 2019, the group of Rokiškio sūris, AB (hereinafter, the "Group") consists of the parent company Rokiškio sūris, AB, and four subsidiaries (in 2018: two branches and four subsidiaries).
Rokiškio sūris, AB (registration number 173057512, Pramonės g. 3, LT-42150 Rokiškis).
Rokiškio pienas, UAB, address of the registered office Pramonės g. 8, LT-28216 Utena. Registration number: 300561844. Rokiškio sūris, AB is the founder and the sole shareholder of Rokiškio pienas, UAB, holding 100% of shares and votes.
Rokiškio pieno gamyba, UAB, address of the registered office Pramonės g. 8, LT-28216 Utena. Registration number: 303055649. Rokiškio sūris, AB is the founder and the sole shareholder of Rokiškio, UAB, pieno gamyba, holding 100% of shares and votes.
Latvian company SIA Jekabpils piena kombinats (registration number 45402008851, address of the registered office Akmenu iela 1, Jekabpils, Latvia LV-5201). Rokiškio sūris, AB holds 100% of shares and votes in the company.
Latvian company SIA Kaunata (registration number 240300369, address of the registered office Rogs, Kaunata pag., Rezeknes nov., Latvia). Rokiškio sūris, AB holds 40 percent of member shares in the company, whereas Rokiškio pienas, UAB, holds 20 percent of member shares in the company.
Main activities of Rokiškio sūris, AB group:
• Operation of dairies and cheese making (EVRK 10.51)
The main activity of Rokiškio sūris, AB is production and sale of fermented cheeses, whey products, skimmed milk powder.
The main activity of UAB Rokiškio pienas is sale of fresh milk products and fermented cheeses. The main activity of UAB Rokiškio pieno gamyba is production of fresh milk products (milk, kefir, sour milk, butter, curd, curd cheese, sour cream, glazed curd cheese bars, desserts). The activity of SIA Jekabpils piena kombinats is purchase of raw milk. The activity of SIA Kaunata is purchase of raw milk.
Rokiškio sūris, AB group in its activities is guided by a three-year strategic plan approved by the Board, the main provisions of which are set forth below:
Processing more than 1 million tonnes of raw milk per year, as Lithuania turns into Baltlandia.
To approve the following profit (loss) distribution of the year 2018:
| Title | kEUR | |
|---|---|---|
| 1. | Non-distributable profit (loss) at beginning of year | 74 824 |
| 2. | Approved by shareholders dividends related to the year 2016 | (3 587) |
| 3. | Transfers from other reserves | 1 883 |
| 4. | Profit share allocated for acquisition of treasury shares | (3 244) |
| 5. | Non-distributable profit (loss) at beginning of year after dividend pay-out and transfer to reserves |
69 876 |
| 6. | Net profit (loss) of the Company of fiscal year | (75) |
| 7. | Distributable profit (loss) of the Company |
69 801 |
| 8. | Profit share for mandatory reserve | - |
| 9. | Profit share for other reserves | - |
| 10. | Profit share for dividend pay-out * |
(3 506) |
| 11. | Profit share for annual payments (tantiemes) to the Board of Directors, |
- |
| employee bonuses and other as accounted by Profit (loss) statement | ||
| 12. | Non-distributable profit (loss) at end of year transferred to the next fiscal year |
66 295 |
In total it will be allocated EUR 3,506,165.30 to the dividends pay-out, 0.10 euro per ordinary registered share.
Purpose of acquisition of own shares – maintain and increase the price of the company's shares.
Maximal number of the shares to be purchased – total value of the Company's treasury shares may not exceed 1/10 of the Company's Authorized Capital.
Period during which the company may purchase own shares – 18 months from the approval of resolution.
Maximal and minimal purchase price per share – maximal purchase price per share is higher by 10 per cent compared to the Company's share market price at Nasdaq Vilnius Stock Exchange at the time of the resolution's approval by the Board of Directors in regard with the treasury share acquisition, and the minimal purchase price per share is lower by 10 per cent compared to the Company's share market price at Nasdaq Vilnius Stock Exchange at the time of the resolution's approval by the Board of Directors in regard with the treasury share acquisition.
Procedure of selling the treasury shares and minimal sales price – The Company's treasury shares might be cancelled upon a resolution of the general meeting of shareholders or sold under a resolution of the Board of Directors provided the minimal sales price is equal to the acquisition price, and the procedure will ensure equal opportunities for all shareholders to acquire the company's shares.
Following the conditions set herewith and the requirements of the Law on Companies of the Republic of Lithuania, to authorize the Board of Directors to accept resolutions regarding purchase of the Company's own shares, organize purchase and sales of the own shares, establish an order for purchase and sales of the own shares, as well as their price and number, and also complete all other related actions.
There were no significant developments in the Company after the end of the reporting period.
Pursuing the Law of the Republic of Lithuania all material events related with the Company's performance and the information on time and location of general meetings of shareholders are publicly announced on the Company's website www.rokiskio.com and also submitted to the website of securities stock exchange Nasdaq Vilnius AB (www.nasdaqomxbaltic.com).
Who we are:
The Company's operations cover raw milk procurement, the manufacture of various dairy products and their sales on the local and export markets.
According to the data published by ŽŪIKVC (ŽŪMPRIS), 643.97 thousand tons of raw natural fat milk were bought from Lithuanian dairy producers in the first half of 2019, which is 0.1 percent less than in the same period of 2018 (649.9 thousand tons were purchased in 2018).
Lithuanian dairy companies process about 95 percent of the local raw milk. During the analysed period, the average purchase prices of natural milk in 2019 were similar to those of the same period of 2018. Milk prices decreased in May-June 2019 due to lower export prices of dairy products and decreased demand. The sector was largely influenced by changes in the structure of milk producers, drought in June, seasonal fluctuations in milk yields and changes in milk composition (fat, protein).
According to the data of the Agricultural Information and Rural Business Centre on July 1, 2019, 254.9 thousand cows were registered in Lithuania, which is 6 percent less than in
the same period last year (270.9 thousand cows).
The dairy sector is growing in Lithuania. During this period, the average dairy farm has 11.5 cows, compared with 10.2 cows in the same period last year. The distribution of the milk sector in the country by production shows the amount of milk produced from farms: farms with 15 or more cows produce 81 percent or 517.2 thousand tons, farms with 6-14 cows produce 10 percent or 62.8 thousand tons and farms with 1-5 cows produces 59.1 thousand tons of milk.
The chart below shows the prices of raw milk Rokiškio sūris, AB paid by the Group to large farmers with European-size farms delivering more than 40 tonnes of raw milk per month in 2015-2016-2017- 2018-2019.
The prices of export dairy products were dropping down since the beginning of 2018. The situation on the export markets caused decrease of milk procurement prices compared to 2019.
Rokiškio sūris, AB Group is the largest dairy company in Lithuania that manufactures and offers more than 300 products to its customers. This includes not only fermented cheeses bot also a variety of products obtained from whey, such as lactose, 80% WPC, 90% WPC. The Group manufactures milk powder, butter, processed cheeses, curd and curd products, other fresh dairy products.
Thanks to their excellent quality, the products manufactured by the companies of the Group have earned the trust of consumers both in the local and the export markets.
Rokiškio sūris, AB Group carries out its production activity in the towns of Rokiškis (Rokiškio sūris, AB), Utena (Rokiškio pieno gamyba, UAB) and Ukmergė (Ukmergės pieninė, branch of Rokiškio pieno gamyba, UAB).
The following table and chart show changes in the production volumes of Rokiškio sūris, AB Group (in tons):
| Production / Year | 6 months 2019 | 6 months 2018 | Change, % |
|---|---|---|---|
| Fermented cheese, t | 14,848 | 17,913 | -17.11 |
| WPC powder, t | 1,141 | 1,276 | -11.83 |
| Lactose, t | 5,242 | 6,355 | -17.51 |
| Butter and fat blends, t | 4,085 | 3,645 | 10.77 |
| Dry milk products*, t | 1,372 | 1,684 | -22.74 |
| Fresh dairy products, t | 23,919 | 25,413 | -6.25 |
* WPC, skim milk powder, butter milk powder.
The decrease in the production of fermented cheeses was caused by the decrease in the purchase of raw milk and changes in the assortment of production: in 2019 more hard fermented cheeses and less fresh cheeses were produced.
The large-scale reconstruction of the fresh dairy products facility at Utena plant is in progress. The yogurt preparation system was renewed. New milk packaging line for ELOPAK 2ltr was installed, a line of powder packaging was bought. The purpose of the reconstruction is to modernise the existing production technology which will enable to cut production costs and improve the product quality. In 2019, a robotic butter packing line was purchased.
Most of the company's production is exported. AB Rokiškio sūris group exports its products to 37 countries worldwide. Italy remains the main and major purchaser of the products. A large part of production is also exported to USA, New Zealand, Holland. During the first half of 2019, the group's exports accounted for 58 percent of total sales, while the local market accounted for 42 percent of total sales.
As before, the company sells traditional products on its exports markets, including cheese, cream, milk powder and complementary products obtained during cheese production process – WPC and lactose. As before, fresh cheeses (Cagliata and Mozzarella) mostly go to Italy, the Netherlands and South Korea.
During the first half of 2019, the decline in prices affected overall sales statistics for the group.
At the beginning of 2019, prices for dairy products continued to be relatively low, especially for fresh non-fermented cheese. Fat prices have fallen further compared to 2018 prices. The price of cream, converted to butter per unit of fat, was lower, so instead of selling cream, the company produced butter.
The export of mozzarella to Korea continued to decline. This was due to increased supply of mozzarella and lower prices from the USA. The Koreans chose a much cheaper product from manufacturers in North America and other EU countries.
However, in the first half of 2019, the company's hard cheese exports to the United States increased by about 80 percent compared to the same period in 2018. This was due to rising domestic hard cheese prices and significantly increasing demand for hard cheese. Therefore, the company resumed the export of this product to its former customers.
January-June 2019 consolidated unaudited sales of AB Rokiškio sūris group amounted to kEUR 89,168, which is 12.75 percent less than during the same period last year. Consolidated sales for the same period in 2018 were kEUR 102,202.
In January-June 2019, sales in Lithuania amounted to EUR 37.9 million; which is 1.9% less than in previous years. This decline was due to a 30% drop in private label sales; on the other hand, we managed to grow by 8% in the high-end branded segment. Domestic market share of Rokiskis Group remains ~ 22%.
The strongest positions are in the Milk, Butter, Cheese and Cheese product categories; and, to a lesser extent, in dessert products which require a wide and various range.
Output prices in the first half of 2019 remained close to the year before; the price of fat products was slightly higher (Butter, Cream), but with the sharp decline in export prices, the trend is shifting to the domestic market and the price for the second half of the year will be lower.
One of the biggest goals of the Rokiškio sūris group is to increase sales in Asia, where the biggest increase in consumption of dairy products is expected in the near future, as well as to continue to export hard cheeses to the US market.
| Sales | |||||
|---|---|---|---|---|---|
| Country | Jan-June 2019 | Jan-June 2018 | Change | ||
| kEUR | % | kEUR | % | % | |
| Lithuania | 37,867 | 42.47 | 38,602 | 37.77 | -1.90 |
| European countries |
45,287 | 50.79 | 57,443 | 56.21 | -21.16 |
| Middle East | 354 | 0.40 | 248 | 0.24 | 42.74 |
| Far East | 1,567 | 1.76 | 2,740 | 2.68 | -42.81 |
| North America | 2,209 | 2.48 | 1,216 | 1.19 | 81.66 |
| Other countries | 1,884 | 2.11 | 1,953 | 1.91 | -3.53 |
| Total: | 89,168 | 102,202 | -12.75 |
Risk is understood as a hindrance to achieve the set targets due to potential evens or their possible impact on business. The Company's objectives also include long-term strategic goals and specific actions related to the operations. The Management of the Company is responsible for managing the Company's risks and the assessment of negative impact on the set targets and outcomes. The identification of specific risk and the management thereof is attributed to the respective functions implemented in the Company. Given the external and internal environment, the risk level is assessed when adopting both strategic and operational decisions. Risk management forms an integral part of the Company's operational processes, therefore potential risks are under permanent monitoring and evaluation.
The Group's core business is milk processing. Milk processing business is related to raw material suppliers, competition in raw milk market, raw milk price fluctuations. Shortage of raw milk, which promotes the constant fluctuation of milk prices, may affect the performance of the issuer.
Specialization in the production of fermented cheeses determines the main part of the income. The process of maturing the cheeses is quite long. Therefore, it is difficult to react quickly to market changes, which may affect the performance of the company.
High competition for dairy products in domestic and export markets, cheaper Polish products, restrictions to the Russian market limits sales.
Group's credit risk is related to receivables. The risk that partners fail to meet their obligations is controlled. The Group has insured its customers with credit insurance. Customers with higher financial risk are subject to a prepayment system.
The Group's activities are under constant control of food safety, environmental and social responsibility audits. Food safety systems are in place and operate in the group's companies. The company has been awarded the specific quality certificates of HALAL and KOSHER (for the products such as Lactose, WPC, SMP, FMP, Butter milk powder, Butter). This ensures consumer confidence in product safety. Certified organic products are labelled with additional information.
The goal of the Group's management is to produce safe and high-quality milk products with minimal impact on the environment. The Group is constantly looking for ways to optimize production, reduce costs and minimize risk factors and manage them as much as possible.
| Risk Factor | Source of Risk | Risk Management. |
|---|---|---|
| Economic Factors: Supply of raw material |
Small farms; Seasonality; Competition; Absence of a long-term regulatory framework. Fluctuation of raw milk prices in winter and summer. Significant changes in milk prices on global markets |
In order to mitigate the potential risks and their impact, dairy producers are paid additionally to the milk price for long-term cooperation, for higher milk quality indicators, loyalty, and balance in seasonality of milk production. Risk is managed by additional import of milk from other countries (Estonia, Latvia) and diversification of raw milk purchase from different size suppliers in Lithuania. |
| Product sales | The Group's core business is milk processing. The main product is fermented cheese. Cheese sales account for most of the revenue. The Company's income, profits and cash flows may be negatively affected by changes in the demand and prices of cheeses and other products - milk sugar, butter, WPC. The production of long ripening hard cheese is a long process that lasts from 9 to 24 months. This long process can negatively affect the company's cash flows and performance. Internal competition between local producers. |
Searching for alternatives to import production. Increasing the range. Search for new markets. Cooperation with business partners. Risk assessment for each client. |
| Cheaper Polish production on the Lithuanian market. Increase in the number and range of cheaper products from other EU countries. |
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|---|---|---|
| Environmental Factors |
We consume a lot of energy and natural resources in our operations. This poses direct and/or indirect risk of environmental pollution, as does air pollution from technological equipment. The use of chemical substances. |
Replacement of vehicles with new ones, maintenance, operation conditions control. Selection of energy suppliers. Resource conservation, accounting and control measures. Control, automatization and modernisation of technological processes. The monitoring of the consumption and impact of natural resources. Staff training, personal protection measures. |
| This poses a risk to employees, | Accounting and control. | |
| products, and the environment. Physical environmental pollution: noise, odour, light |
Process automatization. Control measurements and assessment. The deployment of technical measures. Focus on design works. In 2018, a waste water disposal facility for industrial waste water was installed. |
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| Industrial and surface wastewater management. Release of industrial and surface wastewater containing pollutants. |
Maintenance, operation conditions, process control. Analysis of the concentrations of contaminants, accounting of contaminant releases. The use of city wastewater purification reserves. Cleaning and maintenance of sand oil precipitators. In 2018 the diameter of the pipeline and the replacement of wells were renewed and increased in the respective sections of the industrial waste water pipeline. |
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| Poor treatment of waste generated during operation poses environmental risk. |
Waste separation, process management. Ensuring adequate storage conditions. Staff training. Transfer to legitimate managers. |
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| Regulation and compliance. The risk manifests itself in the large scope and developments of legal regulations. |
Certified management system in compliance with ISO 14001:2015 Environmental management system. Requirements and usage guidelines. Continuous assessment of legal acts and developments. |
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| The interests of the population and self-government institutions related to the environmental impact of the Company. The Company is located in the |
Disseminating information about important developments at the company in the local media and online. Active co-operation with self-government authorities, people's and business |
| industrial area of the city and borders on other business undertakings as well as a residential area. |
communities. Assessment of the impact of planned business operations in accordance with the established procedure. Climate control chambers have been installed in the production and storage rooms, which not only maintain the set temperature and humidity parameters, but also operate in recuperation mode. Installing freeze production machines eliminates compressed water produced by frozen ice, while reducing power consumption. |
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|---|---|---|
| Energy-related risk |
The Company's operations involve high consumption of electricity, heat energy and water. The operation of all industrial and non-industrial equipment is based on electricity consumption. This poses a risk of uninterrupted electricity supply. Electricity, heat energy (steam) and water supply affects the industrial-technological process. |
There are three 10KV high-voltage distribution facilities in the territory that feed energy to three power transformers. If voltage is lost in one substation, feeding continues from another one. Four water supply inlets are available: two from Rokiškio vandenys, UAB and two from own wells. Water turbidity meters installed in the introductions of UAB Rokiškio vandenys, which ensure the quality of the supplied water for production processes. Strict contractual terms and conditions for heat energy (steam) supply from Rokiškis ŠTR define maximum demand for pressure and temperature. Installed thermal energy vapor accounting with controlled and assured consumption and needs of relevant workshops. Three hot water boilers are installed at the production facility. |
| Food safety and quality |
In order to implement one of the key objectives of Rokiškio sūris, AB, i.e. to ensure food safety and quality and prevent product recalls, the existing potential risk factors (biological, chemical, physical) as well as the conditions conducive to the occurrence and increase thereof have been identified. Risk assessment has been performed to identify the probability of risk and the gravity thereof; Risk assessment covers the entire production chain – from raw materials procurement to delivery to the customer. |
Identification of key active risk control measures; Assessment of the efficiency of operational controls to mitigate the risks to a tolerable level; The development of appropriate action plans aimed at the improvement of the control system; Constant risk management and the monitoring of set targets. |
| Information security |
IT risks arise from the use of illegal software, lost and unrecoverable data and data vulnerability. |
Only legal and licensed IT software is used to prevent possible risks. Configured firewall is used to prevent unauthorised access from the outside. Unauthorised data access is controlled by granting employees only those rights and roles that are necessary for their work. Test environment is used to test software modifications. Protection against accidental data loss is ensured through creation of back-up copies. Antivirus software is installed in all computers of the Company. |
|---|---|---|
| Occupational risk factors: Physical factors |
Inadequate workplace equipment; Non-compliance with the minimum requirements to workplace equipment; Mobile self-propelled/non-self propelled work equipment; Potentially dangerous machinery; Stability and firmness of construction works; Evacuation routes and exits; Fire detection and fire extinguishing; Electrical installations; The activities of other undertakings in the process of providing services and performing other works at the Company. |
Workplaces and work equipment are under regular maintenance. Identified irregularities that might affect employee safety and health are addressed. Work equipment control devices are clearly visible, identifiable and appropriately labelled. Work equipment is equipped with a control system allowing to stop them fully and safely. Emergency stop devices are installed for this purpose. Where there is a risk that contact with the moving parts of a piece of work equipment may cause employee trauma, such parts must be covered and protective devices must be installed to prevent access to danger zones. Work equipment is appropriately labelled with safety and health warnings to ensure employee safety. Employees receive appropriate briefing on the use of work equipment, they receive on-site training at the workplace and are made aware of potential hazards related to work equipment. The installation and structure of mobile work equipment is designed to ensure minimum risk exposure for employees. Such equipment is under continuous maintenance, employees using the equipment receive training and undergo periodic health checks. The maintenance of potentially dangerous machinery is carried out in accordance with the Law on the Maintenance of Potentially Dangerous Machinery. Maintenance of potentially dangerous machinery is performed; supervisors of potentially dangerous machinery are appointed. Employees operating potentially dangerous machinery receive training, their |
| Physical: Noise |
Work equipment | The use of personal protection means, mandatory health checks for noise, staff |
|---|---|---|
| Company. | ||
| which arise from the activities of the |
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| the risks to employees of such undertakings | ||
| activities of other undertakings as well as | ||
| to prevent the risks which arise from the | ||
| ensure employee safety and health in order | ||
| operation and co-ordinated action is prepared and coordinators are appointed to |
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| A description of the procedure for co | ||
| the procedure laid down in the laws. | ||
| periodically measured in accordance with | ||
| Resistance of electrical installations is |
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| indirect contact with electrical installations. | ||
| employees are protected against direct or | ||
| manner that prevents the risk of fire and | ||
| Electrical installations are fitted in the |
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| slip footwear. | ||
| Employees are provided with special anti | ||
| Workplace floors are firm and stable. |
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| of the workplaces are appropriately marked. | ||
| renovated on a regular basis. Danger zones | ||
| Ventilation equipment is maintained and | ||
| means are adequately labelled. Workplaces are equipped with a ventilation system. |
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| Republic of Lithuania. Fire extinguishing |
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| complies with the relevant laws of the | ||
| Reconstructed fire reservoir. It fully |
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| maintained and tested on a regular basis. | ||
| extinguishers and fire safety systems are | ||
| number of employees at the workplace. Fire | ||
| engineering systems, with due regard to the | ||
| extinguishing means and fire safety |
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| workplaces are provided with adequate fire | ||
| materials stored in the construction works, | ||
| inside as well as the characteristics of | ||
| construction works, the equipment located | ||
| Considering the size and the function of | ||
| maintained and identified. | ||
| Evacuation routes are appropriately |
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| carried out. | ||
| inspections of construction works are |
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| works is under regular monitoring, periodic | ||
| regulation. The condition of construction | ||
| accordance with the construction technical | ||
| firmness of construction works in |
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| performed in order to ensure stability and | ||
| Maintenance of construction works is |
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| they undergo periodic health checks. | ||
| qualification is reviewed on a regular basis, |
| trainings. Equipped with high-pressure washing stations that fully control the dose of chemicals needed to clean and disinfect premises and improve staff conditions. |
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|---|---|---|
| Chemical factors | Use of chemical substances during laboratory tests, cleaning process of work equipment and premises. |
Occupational risk assessment in workplaces where chemical substances are used. Mandatory health checks. Awareness raising and training of employees. The use of personal protective means where there is exposure to hazardous chemical factors. Artificial ventilation system is installed. |
| Ergonomic factors | Manual work is present in many workplaces. |
Occupational risk assessment. Mandatory health checks. Manual and power-driven carts are used to address ergonomic risk factors. Lifts are also used. Robot technology is deployed at the Company to prevent the lifting of heavy weight. Robotic milk sugar bagging line is installed. Cheese maturing facility is equipped with a cheese packaging device; a vacuum lift for shifting heavy cheeses is also installed |
| Social factors | Employee Search and Recruitment. |
Employee search in the Employment Agency. Cooperation with educational institutions. Recommendations of employees working in the company. Internal resources of the company (encourages employees to improve their skills). |
| Employee qualification and employee integration into work processes. |
The company has a system for assessing and developing employee performance. Every year, employee training plans are drawn up. The training is organized both by sending employees to external seminars organized by the suppliers and within the group. |
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| Employee retention and reduction of turnover. |
The company strives to build a stable team by maintaining good relationships, empowering to grow, participate in decision-making, giving employee benefits under the Collective Agreement. |
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| These social factors do not depend solely on the company's actions. The company may be forced to increase investment in robotic production processes, i.e. to replace manual work with robots. |
The Company and the Group face various financial risks in their operations. The general risk monitoring program of the Group focuses on uncertainties of the financial markets and aims to mitigate possible impact on the financial results of the Group's operations.
The Group has general liability insurance against claims arising from its operations and damages to the Group's products or services. The insurance policy is valid throughout the world.
Risk management is the responsibility of the Management of the Company. The Company does not have a written document which sets out the general principles of risk management.
The supervision of the drawing up of the Company's consolidated financial accounts, the internal control and financial risk management systems and compliance with the laws on the drawing up of consolidated financial accounts is carried out by the Audit Committee.
The consolidated accounts of Rokiškio sūris, AB and the financial accounts of the Company are prepared in accordance with the International Financial Reporting Standards (IFRS) adopted for application in the European Union.
The Audit Committee supervises the preparation process of the financial accounts of the Company and Subsidiaries, reviews IFRS so as to ensure timely implementation of all changes to IFRS in the financial reports, analyses the transactions relevant to the operations of the Company and Subsidiaries, ensures information collection from the companies of the Group as well as timely processing and preparation of the information for financial accounting purposes, informs the Board of the Company about significant internal control irregularities related to financial accounts that have been identified by external and internal audit and makes recommendations regarding ways of addressing them.
The preparation of IFRS-compliant financial statements involves the use of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The estimates are based on the knowledge of the management about current situation and actions. The financial accounts include consolidated financial accounting of the Group and individual financial accounting of the Company.
Subsidiaries are the entities (including special purpose entities) over which the group has the power to govern the financial and operating policies. Control is normally exercised though the ownership of more than a half of the voting rights. When assessing whether the Group controls another company, the existence and effect of the shares or convertible potential shares with voting rights currently held is taken into account. Subsidiaries are fully consolidated from the date when the Group acquires control over these companies, and cease to be consolidated from the date when this control is lost.
The Audit Committee makes recommendations to the Board regarding the choice of external audit undertaking and monitors the way in which the external auditor and the audit undertaking complies with the principles of independence and impartiality.
When implementing its food safety, quality and environmental policy, Rokiškio sūris, AB seeks to reduce environmental impact, implement pollution prevention measures, waste generation so that the operations do not cause undesired impact on air, water and soil. Seeking continuous improvement and mitigation of environmental risks, environmental targets have been set. The assessment and analysis of the operation is performed regularly using five environment observation programs. No negative impact on the environment was determined. The reports are submitted to the Environment Ministry.
In the first half year 2019, the company processed less raw milk compared to 2018, by 20.7%, subsequently consumption of resources increased also.
Consumption of energy resources in the first half year 2019, per 1 ton of raw material:
| Thermal power | Electricity | Water | Waste effluent |
|---|---|---|---|
| Increased by 10.5% | Increased by 12.2% | Increased by 9.4% |
Increased by 7.1% |
During the first half year 2019, 80% of used water was extracted from the company's fresh water bores. The savings of the underground water made 8.5% as it was used the cleaned whey water instead.
The whey from production procedure is fully processed. Nanofiltration, ultrafiltration and reverse osmosis are used in the processing technology. The water extracted from whey ("cow water") complies with the environmental requirements. Effectiveness of cleaning equals to 98% in terms of BDS7. 28.9% of the cleaned water is used second time.
The waste is treated by the internal waste water treatment plant with nitrification and di-nitrification, as well as chemical discharge of phosphorus. The effectiveness of cleaning amounts to 98-99 % in accordance with the controlled parameters.
A part of waste is handled by UAB Rokiškio vandenys, it amounts to 14.4% of total waste. The amount of discharged contaminants with the waste in accordance with BDS7 is equal to 0.45 kg/ ton of raw material.
AB Rokiškio sūris employs 299 vehicles: 174 trucks, 117 cars, and 8 others. 86% of which complies with the requirements set by Euro 1-6. Repair works are carried out in certified auto services.
The comprised waste is handled in accordance with the rules of applicable requirements. In the first half year 2019, it was 214.2 t of household waste, 2.98 t of hazardous waste, and 3,386 t of sludge from waste water treatment plant was used for soil fertilization. It was collected the secondary waste as follows: paper and carton 22.5 t, plastics 48.5 t.
AB Rokiškio sūris has a Licence for integrated prevention and control of pollution (TIPK), which was renewed on 10 July 2019.
ISO 14001:2004 /LST EN ISO 14001:2005 "Environment Protection Management Systems. Requirements and guidance". The certificate issued 17/06/2019, valid until 16/06/2022.
| Financial performance | Values | 30/06/2019 | 30/06/2018 | Change | |
|---|---|---|---|---|---|
| +/- | % | ||||
| Sales revenues | kEUR | 89 168 | 102 202 |
-13 034 | -12.75 |
| Gross profit | kEUR | 7 249 | 4 432 |
2 817 | 63.56 |
| EBITDA | kEUR | 2 793 | 206 | 2 587 | 1 255.83 |
| EBIT | kEUR | (1 891) |
(4 285) | 2 394 | -55.87 |
| Earnings before tax EBT | kEUR | (1 948) |
(4 285) | 2 337 | -54.54 |
| Net profit/loss | kEUR | (1 570) |
(3 685) | 2 115 | -57.39 |
| Fixed assets | kEUR | 65 941 | 71 965 | -6 024 | -8.37 |
| Current assets | kEUR | 109 995 | 84 103 | 25 892 | 30.79 |
| Total assets | kEUR | 175 936 | 156 068 | 19 868 | 12.73 |
| Shareholders ' equity | kEUR | 125 243 | 126 824 | -1 581 | -1.25 |
| Profitability | |||||
| Return on assets [ROA] | % | (0.95) | (2.42) | 1.47 p.p |
- |
| Return on equity [ROE] | % | (1.23) | (2.82) | 1.59 p.p |
- |
| Gross profit margin |
% | 8.13 | 4.34 | 3.79 p.p. |
- |
| EBITDA margin | % | 3.13 | 0.20 | 2.93 p.p. |
- |
| EBIT margin | % | (2.12) | (4.19) | 2.07 p.p. |
- |
| Profitability rate | % | (2.18) | (4.19) | 2.01 p.p. | - |
| [EBT margin] | |||||
| Net profit margin | % | (1.76) | (3.61) | 1.85 p.p. | - |
| Financial structure | |||||
| Debt-to-equity ratio | coef. | 0.40 | 0.23 | 0.17 | - |
| Equity capital to assets | coef. | 0.71 | 0.81 | -0.10 | - |
| ratio | |||||
| General liquidity ratio | coef. | 2.33 | 3.35 | -1.02 | - |
| Market value indicators | |||||
| Price/earnings ratio (P/E | coef. | (62) | (27) | -35 | - |
| ratio) | |||||
| Net earnings per share |
(0.04) | (0.10) | 0.06 | - |
| Ratio | Method of calculation | Meaning of ratio | ||
|---|---|---|---|---|
| EBITDA | Earnings before |
Interest, Tax, |
EBITDA – Operating profit before depreciation | |
| Depreciation and Amortization | of fixed assets, amortization and impairment | |||
| costs helps investors to assess the potential for | ||||
| profit before investing in fixed assets. | ||||
| EBITDA margin | EBITDA / Income | EBITDA - the relationship with income shows | ||
| the effectiveness of company performance | ||||
| EBIT | Profit before tax and interest, i.e. net | EBIT – operational profit. EBIT is a very |
||
| profit + income tax + financial activity | important indicator, as all liabilities to creditors | |||
| costs. | are paid from the operational profit. This | |||
| indicator well reflects the company's ability to | ||||
| generate cash flow. | ||||
| EBT | Profit before tax, i.e. net profit + profit tax. |
Profit before deduction of income tax and investing and financing activities at net value |
|---|---|---|
| Return on assets [ROA] | The ratio of EBIT for the past 12 months to the average of the total assets over the past 12 months. |
This indicator shows how much the company's assets are effectively managed, i.e. share of net profit to every euro of the company's assets, which is one of the most popular valuation rates |
| Return on equity [ROE] | The ratio of the net profit of the last 12 months to the average equity of the last 12 months. |
The return on equity shows how much euro s of net profit is attributable to one euro of equity. This indicator is important for the shareholders, taking into account their past return on investment. |
| Liability to equity ratio | Liability/Equity capital | The ratio of liabilities to equity shows what the total amount of long-term and short-term liabilities of the company is per euro of equity. |
| Debt-to-assets ratio | Financial debts (long-term + short term) / Assets |
It is a financial indicator comparing a company's financial debts with its entire assets. The coefficient shows what part of the company's assets is financed by borrowed funds. |
| Debt-to-equity ratio | Financial debts (long-term + short term) / Equity |
This is one of the key financial leverage indicators. The debt-to-equity ratio shows how many euros of short-term and long-term debt are per euro of equity. In calculating debts, all liabilities of the company related to interest payment are assessed. |
| Debt ratio | Total liabilities / Total assets | The loss coefficient reflects the part of the Company's assets acquired with borrowed funds. |
| General liquidity ratio | The ratio of current assets to current liabilities |
The current liquidity ratio shows the ability of the company to settle short-term liabilities using its current assets. |
| Price/earnings ratio (P/E ratio) |
Share price at end of period / (Net profit / Number of shares) |
The share price / earnings ratio reflects how much the investor pays for one euro of net profit earned by the company in the past period. |
| Net earnings per share | Net profit / Number of shares | Earnings per share show how much of the net profit earned by the company is attributable to one share in circulation. |
As of 30 June 2019, the Group's sales revenue amounted to kEUR 89,168. Compared to 2018, the sales revenue of the Group decreased by 12.75%.
On 30 June 2019, the sales revenue of AB Rokiškio sūris group amounted to EUR 89,168 thousand. Cheese and other dairy products account for the major part, 74.1 per cent. Compared to 6 months of 2018, the Group's sales revenue decreased by 12.75 percent.
The management of the company has decided to reduce the production of fresh fermented cheeses and to focus on the production of long-ripened hard cheese. The volume of fresh cheeses has been reduced due to low market prices. Due to falling market prices, export butter also dropped for times as much in 2019. These are the main reasons behind the drop-in sales.
The half year 2019 consolidated non-audited net loss of Rokiškio sūris, AB amounted to kEUR 1,570. The half year 2018 consolidated net loss of the Group amounted to kEUR 3,685.
The loss incurred by the Group during the first half of 2019 was lower compared to the same period last year due to a significant, even 29% reduction in production of fresh fermented cheeses and the refusal to sell products at a loss to other markets.
Increased raw milk prices, especially in the second quarter of 2019, reduced the profitability of products, although fermented cheeses and whey products were sold at lower prices and some products even at higher prices than in 2018.
Margin of operational profit of 6 months 2019 made -2.12%, whilst this ration in the same period of last year was -4.19%.
EBITDA equals to kEUR 2793, which is more by 13.5 times compared to 6 months 2018. (6 months 2018 made kEUR 206)
Margin of EBITDA of 6 months 2019 made 3.13% (6 months 2018 made 0.20%).
In the first half year 2019, the sales costs of the Group amounted to kEUR 81,919 (kEUR 97,770 in the same period of 2018). The sales costs decreased by 16.22%, or kEUR 15.851. This change was due to the decrease of sales quantities.
The operational plans and objectives of Rokiškio sūris, AB are associated with the implementation of the updated 2018 – 2020 strategic plan of the Group of companies; the plan provides for an objective
to increase milk procurement and processing volumes, improve production efficiency through process optimisation, manufacture high added-value products, enhance the trust in its products, promote healthy lifestyle and thus increase the per-capita consumption of dairy products.
The Group plans to invest EUR 10.1 million in the implementation of its goals in 2019.
The main investment areas for 2019 include:
The value of investments made during the first half of 2019 is EUR 7.23 million. Part of these investments are investments started and continued in 2018 and investments started and completed in the first half of 2019.
The main investment in this half year was the installation of a common climate control system, a condenser for a compressor room. Renovated household premises, which will be completed in the second half of the year. Cheese solution filtration line, salting containers, cheese dispensing line, cheese scales and weighing line, tanks, electric forklifts are installed in production units. Special transport was purchased to transport the products. Investments in the production and ripening of Grand cheese are ongoing and will continue in the second half.
The subsidiary in Utena has built a butter packing line, transportation equipment of milk powders, 10 tanks for storage and keeping of products, and equipment for the production of extended shelf life sour dairy products.
Built-in air preparation system and gas air preparation unit. Reconstruction of the roof of the industrial premises was completed.
As of June 30, 2019, the Authorized capital of Rokiškio sūris, AB consisted of:
| Type of shares | Number of shares (units) |
Par value EUR) |
Total par value, (EUR) |
Share of authorized capital (%) |
|---|---|---|---|---|
| Ordinary registered shares |
35,867,970 | 0.29 | 10,401,711.30 | 100.00 |
Rokiškio sūris, AB has a contract with FMĮ Orion Securities, UAB (address: 4, A.Tumėno g., LT-01109. Vilnius, phone No. +370 5 231 3833, i[email protected] ) regarding the administration of securities issued by the Company and provision of investment services.
35,867,970 units of ordinary registered shares of Rokiškio sūris, AB are entered in NASDAQ Vilnius official trading list for the Baltics. (Vilnius Stock Exchange symbol RSU1L). Par value of one share: EUR 0.29.
The company has been listed since 25 July, 1995.
The Company's shares are listed in OMX Baltic Benchmark index.
The Company has not issued debt securities for public stock trading.
The Company has not issued or registered debt securities for non-public stock trading.
There are no securities which do not certify participation in the Authorized Capital but the turnover whereof is regulated under the Law on Securities of the Republic of Lithuania.
There was no trading on other stock exchanges and other organised markets.
| 6 months 2016 |
6 months 2017 |
6 months 2018 |
6 months 2019 |
|
|---|---|---|---|---|
| Price at the most recent trading session, EUR |
1.39 | 2.39 | 2.70 | 2.48 |
| Highest price, EUR | 1.43 | 2.39 | 2.81 | 2.75 |
| Lowest price, EUR | 1.32 | 1.69 | 2.54 | 2.48 |
| Turnover, units | 171 016 | 534 356 | 169 172 |
58 954 |
| Turnover, kEUR | 237 | 1.041 | 458 | 150 |
| Capitalisation, kEUR | 49.856 | 77.152 | 96.844 | 88.953 |
https://www.nasdaqbaltic.com/market/?instrument=LT0000100372&list=2&pg=details&tab=historical&lang=lt¤c y=0&date=&start=2019.01.01&end=2019.06.30
Source: NASDAQ Vilnius, AB website
https://www.nasdaqbaltic.com/market/?instrument=LT0000100372&list=2&pg=details&tab=historical¤cc =0&date=&start=2015.06.30&end=2019.06.30&lang=en
https://www.nasdaqbaltic.com/market/?pg=charts&lang=en&idx\_main%5B%5D=OMXBBGI&idx\_main%5B%5D=OM XV&add\_index=OMXBBPI&add\_equity=LT0000128696&idx\_equity%5B%5D=LT0000100372&period=other&start= 01.01.2019&end=30.06.2019
Chart data:
| Index/Equity | 01.01.2019 | 30.06.2019 | +/-% |
|---|---|---|---|
| OMX Baltic Benchmark GI | 873.81 | 959.52 | 9,81 |
| OMX Vilnius | 616.90 | 665.87 | 7,94 |
| RSU1L | 2.51 EUR | 2.48 EUR | -1.20 |
There are no limitations to share packages or any claims against the Company or other holders of the securities.
The procedure for amending the Articles of Association of the Company is provided in the laws of the Republic of Lithuania and the Articles of Association of the Company. Decisions to amend the Articles of Association of the Company are adopted by a qualified 2/3 majority of the votes held by the shareholders attending the meeting, except for the cases laid down in the Law on Stock Corporations of the Republic of Lithuania.
When the general meeting of shareholders adopts a decision to amend the Articles of Association of the Company, a new working of the Articles of Association shall be drawn up; it shall be signed by a person authorised by the general meeting of shareholders.
Any amendments of or additions to the Articles of Association of the Company shall enter into force only after they are registered in accordance with the procedure established in the laws of the Republic of Lithuania.
As of 30 June, 2019, the total number of shareholders of Rokiškio sūris, AB was 5,247.
| Name, surname Company name Registration number |
Address | Held under ownership right |
With associated persons* |
|
|---|---|---|---|---|
| Number of ordinary registered shares |
Share of capital and votes, % |
Share of capital and votes, % |
||
| Pieno pramonės investicijų valdymas, UAB Code 173748857 |
Pramonės str. 3, Rokiškis Lithuania |
9 758 312 | 27.21 | |
| SIA RSU Holding, reg. No. 40103739795 |
Elizabetes iela 45/47, LV-1010 Riga |
8 953 883 | 24.96 | |
| Antanas Trumpa Board Chairman of the Company |
Sodų 41a, Rokiškis Lithuania |
6 980 233 | 19.46 | 81.86* |
| Fonterra (Europe) Coöperatie U.A., CCI 50122541 |
Barbara Strozzilaan 356-360, EurBld2, 3e verdieping, 1083HN Amsterdam, The Netherlands |
3 586 797 | 10.00 | |
| Dalius Trumpa CEO of the Company |
Sodų g.31, Rokiškis Lithuania |
83 500 | 0.23 | |
| Investment and pension funds owned by INVL Asset Management, UAB |
Gynėjų str.14, Vilnius Lithuania |
1 851 846 |
5.16 |
*The group of jointly-acting persons consists of: Pieno pramonės investicijų valdymas, UAB (27.21% the authorized capital and votes of the Company), SIA RSU Holding (24.96% of the authorized capital and votes of the Company), strategic investor Fonterra (Europe) Coöperatie U.A. (10.00% of the authorised capital and votes of the Company), Antanas Trumpa (19.46% of authorized capital and votes of the Company) and Company CEO Dalius Trumpa (0.23% of the authorized capital and votes of the Company).
1) the right to receive a part of the profit of the Company (dividend);
2) the right to receive funds of the Company when the authorised capital of the Company is reduced in order to pay the funds of the Company to the shareholders;
3) receive shares free of charge when the authorised capital is increased with the funds of the Company, except for the derogation established in Article 42(3) of the Law on Stock Corporations of the Republic of Lithuania and in the case established in Article 471of the Law on Stock Corporations of the Republic of Lithuania.
4) priority right in acquiring the shares or convertible bonds issued by the Company, unless the general meeting of shareholders decides to revoke the priority right for all shareholders in accordance with procedure laid down in the Law on Stock Corporations of the Republic of Lithuania;
5) lend funds to the Company in the manner established in the laws; when borrowing from its shareholders, the Company shall be prohibited form pledging its assets to the shareholders. When the Company borrows from a shareholder, the interest must not exceed the average interest rate of the local commercial banks on the day of contracting. In this case the Company and shareholders may not agree to apply a higher interest rate;
6) receive a part of the assets of the Company if it enters into liquidation;
7) other property rights established in the laws of the Republic of Lithuania.
The rights stipulated in paragraphs 1, 2, 3 and 4 shall apply to the persons who were shareholders of the Company in the end of the tenth business day after the general meeting of shareholders which adopted the respective decision.
There are no shareholders with special control rights.
There are no shareholders whose voting rights are restricted.
As of June 30, 2019, AB Rokiškio sūris owned 806,317 treasury shares, representing 2.25% of the Company's authorized capital. The total price of AB Rokiškio sūris shares was EUR 2,108,397.82. The Company acquired its own shares in 2018. The shares were acquired following the decision of the General Meeting of Shareholders of AB "Rokiškio sūris" on April 27, 2018, through the tender offer market of Nasdaq Vilnius Stock Exchange.
The Company's own repurchased shares have no voting rights.
During the reporting period AB Rokiškio sūris did not transfer its own shares.
The decision on the assessment and payment of dividends is made by the general meeting of shareholders at the time of distributing the distributable profit of the Company. The dividends assessed by the Company shall be paid within 1 months from the date of the profit distribution decision.
Dividends may be assessed for the fiscal year or a period shorter than the fiscal year.
The general meeting of shareholders must not decide to assess and pay dividends if at least one of the following conditions exists:
The Company must not pay dividends, annual payments to Board members and employee bonuses, unless it has paid statutory taxes within the established time limits.
The persons who were shareholders of the Company or were otherwise legally entitled to dividends at the end of the rights accounting day of the general meeting of shareholders which declared the dividends (at the end of the tenth day after the general meeting of shareholders that issued the decision) shall be entitled to collect dividends.
| Year | Dividend amount, EUR |
Dividend amount per share, EUR |
Net profit per share, EUR |
Dividend payment coefficient |
|---|---|---|---|---|
| 2009 | 1,113,439.35 | 0.0290 | 0.1101 | 0.26 |
| 2010 | 1,038,808.21 | 0.0290 | 0.1883 | 0.15 |
| 2011 | 1,015,578.08 | 0.0290 | 0.2288 | 0.13 |
| 2012 | 1,015,578.08 | 0.0290 | 0.2433 | 0.12 |
| 2013 | 1,015,578.08 | 0.0290 | 0.2693 | 0.11 |
| 2014 | Dividends were not paid |
| 2015 | 2,341,737.37 | 0.0700 | 0.1086 | 0.64 |
|---|---|---|---|---|
| 2016 | 3,228,117.30 | 0.1000 | 0.3162 | 0.32 |
| 2017 | 3,586,797.00 | 0.1000 | 0.2421 | 0.41 |
| 2018 | 3,506,165.30 | 0.1000 | 0.0537 | 1.86 |
The following management bodies of the Company are provided for in the Articles of Association of the Rokiškio sūris, AB entered in the Register of Legal Persons:
The Supervisory Board shall not be formed at the Company.
The management structure of Rokiškio sūris, AB is organised on the basis of the principal functions, i.e. sales, production, finance management, milk procurement, central services and development. The strategy, tactics and objectives of the Group are set forth by functional director in accordance with the functions assigned to them.
The powers of and the procedure for convening the General Meeting of Shareholders shall not differ from those provided for in the Law on Companies.
The right of initiative to convene the General Meeting of Shareholders of Rokiškio sūris, AB shall be exercised by the Board and shareholders whose shares grant at least 1/10 of all votes at the General Meeting of Shareholders.
A notice of the convening of the General Meeting of Shareholders of the Company must be published in the Republic of Lithuania and all other EU member states as well as countries of the European Economic Area not later than 21 days before the General Meeting of Shareholders according to the procedure laid down in the Law on Securities. A notice of the convening of the General Meeting of Shareholders shall also be published in the electronic publication Juridinių Asmenų Vieši Pranešimai (Public Notices of Legal Entities) issued by the State Enterprise Centre of Registers (VĮ Registrų Centras) as provided for in the Articles of Association.
The persons who were shareholders of the Company at the close of the accounting day of the General Meeting of Shareholders shall have the right to attend and vote at the General Meeting of Shareholders or repeat General Meeting of Shareholders in person, unless otherwise provided for by laws, or may authorise other persons to vote for them as proxies or may conclude an agreement on the disposal of the voting right with third parties. The shareholder's right to attend the General Meeting of Shareholders shall also cover the right to speak and to enquire. The record date of the meeting of a public limited liability company shall be the fifth working day before the General Meeting of Shareholders or the fifth working day before the repeat General Meeting of Shareholders.
A shareholder may vote in writing by filling in a general ballot paper. The form of a general ballot paper is available on the website of the Company www.rokiskio.com, in the section "For investors", and is also provided with draft resolutions submitted by the Company via the Central Storage Facility. The filled-in general ballot paper shall be signed by the shareholder or his authorised person. The filled-in general ballot paper signed by the shareholder or another person entitled to vote as well as the document confirming the right to vote shall be submitted to the Company in writing not later than the last working day before the Meeting, by sending them by registered mail to the following address: Pramonės g. 3, LT- 42150, Rokiškis, or delivering to the registered office of the Company against its signed acknowledgement on working days.
The Company shall not provide a possibility to attend the Meeting and to vote by means of electronic communications.
A General Meeting of Shareholders may take decisions and shall be held valid if attended by the shareholders who hold the shares carrying not less than ½ of all votes. After the presence of a quorum has been established, the quorum shall be deemed to be present throughout the Meeting. If the quorum is not present, the General Meeting of Shareholders shall be considered invalid and a repeat General Meeting of Shareholders must be convened, which shall be authorised to take decisions only on the issues on the agenda of the meeting that was not held and to which the quorum requirement shall not apply. The repeat General Meeting of Shareholders shall be convened after the lapse of at least 14 days and not later than after the lapse of 21 days following the day of the General Meeting of Shareholders which was not held. The shareholders must be notified of the repeat General
Meeting of Shareholders in the manner specified in Article 261 (3) of the Law on Companies not later than 14 days before the repeat General Meeting of Shareholders.
An annual general meeting of shareholders must be held every year not later than within four months from the end of the financial year.
The shareholders who hold shares carrying at least 1/20 of all the votes shall have the right to propose issues to supplement the agenda. Draft decisions on the proposed issues or, when it is not mandatory to adopt decisions, explanatory notes on each proposed issue of the agenda of the General Meeting of Shareholders shall be submitted alongside with the proposal. A proposal to supplement the agenda shall be submitted in writing, by sending it by registered mail to the address of Rokiškio sūris, AB: Pramonės g.3, LT-42150 Rokiškis, or by e-mail: [email protected].The agenda shall be supplemented where the proposal is received not later than 14 days before the General Meeting of Shareholders.
The shareholders who hold shares carrying at least 1/20 of all the votes shall have the right to propose new draft decisions on issues on the agenda of the Meeting. Proposed draft decisions shall be submitted in writing, by sending them by registered mail to the address of Rokiškio sūris, AB: Pramonės g.3, LT-42150 Rokiškis, or by e-mail: [email protected]. The shareholders shall also have the right to propose draft decisions on the issues of the agenda of the Meeting in writing during the Meeting.
The shareholders attending the general meeting of shareholders shall be registered in the shareholder registration list. This list must indicate the number of votes granted to each shareholder by the shares held by him.
A person attending the General Meeting of Shareholders and entitled to vote shall produce a document which is a proof of his identity. A person who is not a shareholder must additionally produce a document confirming his right to vote at the General Meeting of Shareholders. The requirement to present the document confirming a person's identity shall not apply if votes are cast in writing by filling in a general voting ballot. The form of a general ballot paper is available on the website of the Company www.rokiskio.com, in the section "For investors".
If a shareholder requests so, the Company shall, at least 10 days before the General Meeting of Shareholders, send the general ballot paper by registered mail or deliver it to the shareholder in person against his signed acknowledgement of receipt. The filled-in general ballot paper shall be signed by the shareholder or his authorised person. The filled-in general ballot paper signed by the shareholder or another person entitled to vote as well as the document confirming the right to vote shall be submitted to the Company in writing not later than the last working day before the Meeting, by sending them by registered mail to the following address: Pramonės g. 3, LT- 42150, Rokiškis, or delivering to the registered office of the Company, by the address indicated above, against its signed acknowledgement on working days.
The right to vote at other General Meetings of Shareholders shall be granted only by fully paid-up shares. Each share shall give one vote at the General Meeting of Shareholders.
The General Meeting of Shareholders shall have the exclusive right to:
1) amend the Articles of Association of the Company;
2) change the registered office of the Company;
3) elect the members of the Supervisory Board; if the Supervisory Board is not formed, elect members of the Board, if neither the Supervisory Board nor the Board is formed, elect the Manager of the Company;
4) remove the Supervisory Board or its members, also the Board or its members elected by the General Meeting of Shareholders and the Manager of the Company;
5) select and remove an auditor or an audit firm for carrying out the audit of a set of annual financial statements, establish payment conditions for audit services;
6) determine the class, number, nominal value and the minimum issue price of the shares issued by the Company;
7) take a decision on conversion of the Company's shares of one class into shares of another class, approve the share conversion procedure;
8) take a decision on changing the number of shares of the same class issued by the Company or the nominal value of the shares without changing the amount of the authorised capital;
9) approve the set of annual financial statements;
10) take a decision on profit/loss distribution;
11) take a decision on the building-up, use, reduction and liquidation of reserves;
12) approve the set of interim financial statements drawn up for the purpose of adoption of a decision on the allocation of dividends for a period shorter than the financial year;
13) take a decision on the allocation of dividends for a period shorter than the financial year;
14) take a decision on the issue of convertible debentures;
15) take a decision on withdrawal for all the shareholders the right of pre-emption in acquiring the Company's shares or convertible debentures of a specific issue;
16) take a decision on increase of the authorised capital;
17) take a decision on reduction of the authorised capital, except where otherwise provided for by the Law on Companies;
18) take a decision on the Company's acquisition of its own shares;
19) take a decision on allocation of the Shares to employees and/or members of the management bodies;
20) to approve the Rules of the Allocation of Shares;
21) to approve the remuneration policy;
22) take a decision on the reorganisation or split-off of the Company and approve the terms of reorganisation or split-off;
23) take a decision on conversion of the Company;
24) take a decision on the restructuring of the Company in the cases specified by the Law on Restructuring of Enterprises;
25) take a decision on liquidation of the Company or on cancellation of the liquidation of the Company, except where otherwise provided for by the Law on Companies;
26) elect and remove the liquidator of the Company, except where otherwise provided for by the Law on Companies.
The General Meeting of Shareholders may also decide on other matters assigned to its powers by the Articles of Association of the Company, unless these have been assigned under the Law on Companies to the powers of other bodies of the Company and provided that, in their essence, these are not the functions of the management bodies.
A decision of the General Meeting of Shareholders shall be considered taken if more votes of the shareholders have been cast for it than against it, except for the issues mentioned in Points 1, 6, 7, 8, 10, 11, 13, 14, 15, 16, 17, 20, 21, 22, 23, 24 and 25 above, a decision on which shall be taken by 2/3 (two thirds) of all the votes carried by the shares held by the shareholders attending the Meeting, and the issue mentioned in Point 15, a decision on which shall require 3/4 (three thirds) of all the votes carried by the shares held by the shareholders attending the Meeting and entitled to vote on this issue.
The Board shall be a collegial management body of the company which has 5 (five) members. The members of the Board shall be elected and removed from office by the General Meeting of Shareholders in accordance with the procedure laid down by the Law on Companies. The members of the Board shall elect the Chairperson of the Board. The number of the terms of office of a member of the Board shall not be limited. Only a natural person may be elected a member of the Board. The following persons may not be a member of the Board: a member of the Supervisory Board of the Company (should the Supervisory Board be formed in the Company) and a person who may not hold this office under legal acts. The powers of the members of the Board are defined in the Law on Companies and in the Articles of Association of the Company.
If the Board is removed from office, resigns, or discontinues to perform its duties for any other reasons before the end of the term of office, a new Board shall be elected for a new term of office of the Board. If individual members of the Board are elected, they shall serve only until the expiry of the term of office of the current Board.
The Board may adopt decisions and its meeting shall be deemed to have been held when the meeting is attended by 2/3 or more of the Members of the Board. The Members of the Board who have voted in advance shall also be deemed to be present at the meeting. A decision of the Board shall be adopted if more votes for it are received than the votes against it.
Members of the Board are paid bonuses for their work on the Board in accordance with the procedure laid down in Article 59 of the Law on Companies of the Republic of Lithuania. The amount of bonuses depends on the performance of the Company. The decision on the payment of bonuses shall be taken by the General Meeting of Shareholders.
No other additional payments related to the motivation system are provided for the Chairperson of the Board. The members of the Board have not authorised any other persons to perform the functions assigned to the scope of the powers of the Board.
(Elected at the General Meeting of Shareholders held on 13 December 2017)
Antanas Trumpa – the Chairperson of the Board (from 13 December 2017)
| Work experience | Antanas Trumpa worked in the Company since 1966 1971–2017 – the Manager (Director) of the Company |
|---|---|
| Education | In 1966, he graduated from Kaunas Polytechnic Institute, Faculty of Equipment for Food Industry, and acquired the qualification of Mechanical Engineer In 1979, he defended the Ph. D. thesis titled "Organisation of Operation of Vacuum Apparatus" in Kaunas Polytechnic Institute On 12 October 1994, the Lithuanian Science Council nostrificated the thesis for a doctoral degree |
| Shares of Rokiškio sūris, AB held | Antanas Trumpa directly holds 6,980,233 shares (19.46% of the authorised capital and votes) His holding jointly with other persons amounts to |
| 29,362,725 shares (81.86% of the authorised capital and | |
|---|---|
| votes) | |
| Participation in the activities of other |
Board Chairperson at Rokiškio Pienas (code 300561844, |
| companies | adr. Pramones str.8, Utena), UAB and Rokiškio Pieno |
| Gamyba UAB (code 303055649, adr. Pramonės g.8, |
|
| Utena). | |
| Shareholder of Pieno Pramonės Investicijų Valdymas, | |
| UAB, (code 173748857, adr. Pramonės str.3, Rokiškis) | |
| owning 7,152, i.e. 70.95%, of the shares of and voting | |
| rights in the company. | |
He is a member of the Board since 2005 (and was elected for a new 4-years term of office by the General Meeting of Shareholders held on 13 December 2017)
| Work experience | From 2002, Chief Financial Officer of Rokiškio Sūris, AB |
|---|---|
| Education | Faculty of Management of Kaunas University of |
| Technology; Master of Financial Management |
|
| Member of ACCA (Association of Chartered Certified | |
| Accountants) | |
| Shares of Rokiškio sūris, AB held | No shares held |
| Participation in the activities of other | Shareholder of Pieno Pramonės Investicijų Valdymas, |
| companies | UAB (code 173748857, adr. Pramonės str.3, Rokiškis) |
| owning 3.91% of the shares of and voting rights in the |
|
| company. | |
| Board Chairperson of the Latvian-based SIA Jekabpils | |
| Piena Kombinats (code 45402008851, adr. Akmenu iela 1, |
|
| Jekabpils, Latvia) no shares held. |
(Elected for a 4-year term of office at the General Meeting of Shareholders held on 13 December 2017)
| Work experience | Director for Special Projects at Fonterra Co-operative |
|---|---|
| Group Ltd. He works in the Co-operative since 1984 and | |
| held various posts in Fonterra in the following fields: |
|
| general management, management of joint ventures, |
|
| marketing, engineering and finance in New Zealand, | |
| Japan, and North Africa |
|
| Currently, Paul M Campbell resides in London | |
| Education | The University of Canterbury in New Zealand; Chemical |
| and Industrial Engineering | |
| Massey University in New Zealand; Diploma in Dairy | |
| Industry Science and Technology | |
| Shares of Rokiškio sūris, AB held | No shares held |
| Participation in other activities | Mr Campbell is director of many international joint |
| ventures of Fonterra. The main employer - Fonterra logistics (UK) Ltd., (company number 03718518 adr., Delta 200, Delta Business Park., Great Western Way, Swindor SN5 7XP, UK). Position – Director Special |
|---|
| Projects. |
A member of the Board since 2006 (elected for a new 4-years term of office by the General Meeting of Shareholders on 13 December 2017)
| Work experience | From 2005, Business Development Director of Rokiškio Sūris, AB |
|---|---|
| Education | Lithuanian Academy of Agriculture; major in Economics and Management |
| Shares of Rokiškio sūris, AB held | No shares held |
| Participation in the activities of other companies |
Shareholder of Pieno Pramonės Investicijų Valdymas (code 173748857, adr. Pramonės str.3, Rokiškis), UAB owning 3.91% of the shares of and voting rights in the company Board person of the Latvian-based SIA Jekabpils Piena Kombinats (code 45402008851, adr. Akmenu iela 1, Jekabpils, Latvia) no shares held. |
A member of the Board since 2008 (elected for a new 4-years term of office by the General Meeting of Shareholders on 13 December 2017)
| Work experience | From 2005, Sales and Marketing Director |
|---|---|
| Education | Kaunas University of Technology; Diploma of Engineer (1993) Baltic Management Institute, Master's Degree in Business Administration (EMBA programme, 2000). |
| Shares of Rokiškio sūris, AB held |
No shares held |
| Participation in the activities of other companies |
Shareholder of Pieno Pramonės Investicijų Valdymas, UAB (code 173748857, adr. Pramonės str.3, Rokiškis), owning 3.91% of the shares of and voting rights in the company. |
The Manager (Director) of the Company shall be a single-person management body, who shall organise daily activities of the Company, considers and decides on issues of the Long-term Strategic Plan and Business Plan of the Company. In the Company's relations with other persons, the Director shall act at his own discretion on behalf of the Company.
The Manager of the Company shall take part in all General Meetings of Shareholders held (including those in the reporting period).
The duties and powers of the Director are defined in the Law on Companies and in the Articles of Association of the Company.
(appointed by the Board of the Company as of 1 January 2018)
| Work experience | Dalius Trumpa works in Rokiškio sūris, AB since 1991 2002–2006, Production Director of Rokiškio sūris, AB 2007–2017, Deputy Director of Rokiškio sūris, AB From 1 January 2018, Director of Rokiškio Sūris, AB From 2 January 2007, Director of the subsidiary Rokiškio Pienas, UAB From 29 April 2013, Director of the subsidiary Rokiškio Pieno Gamyba, UAB |
|---|---|
| Education | Kaunas University of Technology; major in Food Industry Machinery and Apparatus; Mechanical Engineer |
| Shares of Rokiškio sūris, AB held | He directly holds 83,500 shares (0.23% of the authorised capital and votes) His holding jointly with other persons amounts to 29,362,725 shares (81.86% of the authorised capital and votes) |
| Participation in the activities of other companies |
From 2004, Director of Rokvalda UAB (code 300059165, adr. Basanavičiaus str.16A-125, Vilnius), holding 100% of shares and votes. From 2010, Chairperson of the Board of the Latvian-based SIA Kaunata (code 240300369, adr. Rogs, Kaunata pag., Rezeknes nov., Latvia) holding no shares of the company From 11 December 2013, Director of SIA RSU Holding (code 40103739795, adr. Elizabetes iela 45/47, Riga), owning 100% of the company's shares Shareholder of Pieno Pramonės Investicijų Valdymas UAB (code 173748857, adr. Pramones str.3, Rokiškis) owning 3.91% of the shares of and voting rights in the company. |
The Audit Committee of the Company consists of 3 members, including 2 independent ones. The term of office of the Audit Committee is four years. The members of the Audit Committee shall be
elected by the General Meeting of Shareholders upon the recommendation of the Board of the Company. The members of the Audit Committee were elected by the General Meeting of Shareholders held on 28 April 2013. The term of office of the Audit Committee shall end on 28 April 2021.
The Audit Committee is a collegial body, which adopts decisions at its meetings. The Audit Committee may adopt decisions and its meeting shall be deemed to have been held when it is attended by at least 2 (two) members of the Committee. A decision shall be deemed to have been adopted when it is voted for by at least two members of the Audit Committee attending the meeting.
The functions, rights, and obligations of the Audit Committee shall be governed by the Provisions for the Establishment and Activities of the Audit Committee of Rokiškio sūris, AB approved by the General Meeting of Shareholders of the Company as well as in other documents governing the activities of the Audit Committee.
To monitor the process of preparation of the financial statements of the Company and its subsidiaries;
To monitor the efficiency of the internal control, risk management, and internal audit systems of the Company;
To provide recommendations to the Board of the Company on the selection of an external audit firm and to monitor the process of the audit;
To monitor the compliance of the external auditor and audit firm with the principles of independence and impartiality;
To inform the Board of the Company about any significant internal control deficiencies relating to financial statements found by external and internal audit and to provide recommendations on their correction;
To act fairly and responsibly in the interest for the benefit of the Company and its shareholders.
Kęstutis Kirejevas – an independent member, Director of EuropaPrint, UAB, holding no shares of Rokiškio sūris, AB
Kęstutis Gataveckas – an independent member, Director of Perlo Paslaugos, UAB, holding no shares of Rokiškio sūris, AB
Rasa Žukauskaitė – an employee of Rokiškio Sūris AB, Finance Department, holding 2 shares of Rokiškio sūris, AB
No other committees are established in the Company.
| Position | Forename and surname | In office since |
|---|---|---|
| Director | Dalius Trumpa | 01/01/2018 |
| Chief Financial Officer | Antanas Kavaliauskas | 01/05/2002 |
|---|---|---|
| Business Development Director | Ramūnas Vanagas | 27/09/2005 |
| Central Services Director | Jonas Kvedaravičius | 01/05/2002 |
| Logistics Director | Jonas Kubilius | 16/05/2002 |
| Procurement Director | Evaldas Dikmonas | 14/05/2002 |
| Sales and Marketing Director | Darius Norkus | 18/07/2001 |
The members of the management team of the Company are paid wages and also receive variable components of pay which depend on the performance of the Company, market situation and other factors. There are no management team bonus systems established in the Company.
As of 30 June 2019, the average number of employees of Rokiškio sūris, AB was 1,454. Compared to 2018 (1,495), it decreased by 2.7% or 41 employees. The decrease in the number of employees occurred due to the ongoing technical reorganisation of the Company and also due to seasonal workforce fluctuations.
In the reporting period, workers accounted for 82.2% of all employees of the Company (as compares to 82.4% in 2018), specialists accounted for 17.3% (17.0% in 2018), while the number of the managerial staff remained unchanged.
| Employee group | Average number of employees | Change | |
|---|---|---|---|
| 30/06/2019 | (%) | ||
| Management* | 8 | 8 | 0 |
| Specialists | 251 | 255 | -1.57 |
| Workers | 1195 | 1232 | -3.00 |
| Total: | 1454 | 1495 | -2.74 |
*The managerial staff of the Company shall be understood as its Directors
The Company employs people with high qualifications. Out of them, 11.0% were graduates of higher education institutions (10.7% in 2018), 50.8% had professional post-secondary education (51.8% in 2018), 38.14% were people with secondary education (34.4% in 2018), and 0.06% had partially completed secondary education (0.01% in 2018).
The Company has an efficient and fair remuneration system in place. Its aim is to attract, maintain, and motivate employees. All employment contracts with employees of the Company, including those
with the managerial staff, have been drawn up in accordance with the requirements of the Labour Code of the Republic of Lithuania. Employees are hired and dismissed in accordance with the requirements of the Labour Code.
| Employee group | Average monthly wages (gross), EUR | Change (%) |
|
|---|---|---|---|
| 30/06/2019 | 30/06/2018* | ||
| Managerial staff | 2,674 | 2,468 | +8.35 |
| Specialists | 1,533 | 1,422 | +7.81 |
| Workers | 1,153 | 1,106 | +4.25 |
| Group average | 1,229 | 1,169 | +5.13 |
* For comparability of data, the average wage in 2018 was increased by 1,289 times
The average monthly wages are calculated in accordance with Resolution No 496 of the Government of the Republic of Lithuania dated 21 June 2017.
Wages payable to the employees of Rokiškio sūris, AB include the following components:
1) fixed remuneration for work performed, i.e. the monthly salary provided for in the employment contract;
2) piece-work pay, i.e. remuneration for workers of production shops, sales divisions, and warehouses is paid according to the volume of their actual work and at approved rates;
3) variable component of remuneration in accordance with the Regulations of the Incentive Fund approved in the Collective Agreement.
From 2004, the Company has been applying a remuneration procedure, which establishes variable components of pay depending on the performance of the Company, market situation, and other factors. Variable components of pay are allocated to every division in accordance with the approved functional management system. The remuneration procedure is subject to approval by the Manager of the Company.
Every production shop or division of the Company has an approved procedure for the distribution of the incentive fund which provides for employee appraisal criteria and incentives for employees. Employee appraisal is one of the key tasks of the Company in ensuring efficient work organisation in the pursuance of its objectives, building positive relationship between managers and their subordinates, and fostering staff motivation.
Employees of the companies of the Group are guaranteed the right to participate in activities of trade unions. The companies have a trade union committee, which defends its members' labour, economic, and social rights and interests, right to employment, social guarantees, takes care of the professional qualification improvement, builds up professional ethics, and works towards increasing the wages and other income of food industry workers.
There are no agreements between the Company and its board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of change of control of the Company. All employment contracts with employees of the Company, including those with the members of its management, have been drawn up in accordance with the requirements of the Labour Code of the Republic of Lithuania. The Company does not provide for any additional payments in the form of shares.
Interested-person/related-party transactions are disclosed in Note 7 (Page 54) to the Consolidated Financial Statements of the Company for 6 months 2019.
In the period of 6 months 2019, there are no related-party transactions concluded at unusual market conditions and (or) non-attributable to the Company's business nature, and (or) having made significant influence on the Company, its finance, assets or obligations.
During the reporting period, there were no injurious transactions failing to comply with the Company's objectives or normal market conditions, infringing the interests of the shareholders or other groups of persons, or adversely affecting of threatening to adversely affect in future the Company's operations or performance. There were no transactions concluded due to conflicts of interests between the obligations of the Company's managers, controlling shareholders, or other related parties toward the Company and their private interests and/or obligations.
Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania
(All tabular amounts are in EUR '000 unless otherwise stated)
| June 30, 2019 | December 31, 2018 | June 30, 2018 | ||||
|---|---|---|---|---|---|---|
| PROPERTY | ||||||
| Long-term tangible assets | 60,853 | 59,022 | 58,489 | |||
| Intangible assets | 9 | 11 | 12 | |||
| Held-to-maturity investments | - | - | 6,956 | |||
| Other non-current receivables, | ||||||
| prepayments and loans granted | 5,079 | 4,948 | 6,508 | |||
| 65,941 | 64,140 | 71,965 | ||||
| Current assets | ||||||
| Inventories | 67,610 | 53,866 | 35,464 | |||
| Receivables and advance payments | 34,786 | 45,280 | 38,343 | |||
| Loans granted | 3,915 | 3,029 | 4,888 | |||
| Prepaid income tax | 1,452 | 1,277 | 1,495 | |||
| Cash and cash equivalents | 2,232 | 2,619 | 3,913 | |||
| 109,995 | 106,071 | 84,103 | ||||
| Total assets | 175,936 | 170,211 | 156,068 | |||
| EQUITY AND LIABILITIES | ||||||
| Capital and reserves | ||||||
| Ordinary shares | 10,402 | 10,402 | 10,402 | |||
| Share premium | 18,073 | 18,073 | 18,073 | |||
| Reserve for acquisition of treasury | ||||||
| shares Treasury shares |
10,850 (2,108) |
10,850 (2,108) |
10,850 - |
|||
| Other reserves | 16,572 | 17,391 | 18,765 | |||
| Retained earnings | 71,453 | 75,711 | 68,734 | |||
| 125,242 | 130,319 | 126,824 | ||||
| Non-current liabilities | ||||||
| Deferred income tax liability | 1,145 | 1,445 | 1,810 | |||
| Non-current provisions | 683 | 683 | 683 | |||
| Deferred income | 1,709 | 1,483 | 1,660 | |||
| 3,537 | 3,611 | 4,153 | ||||
| Current liabilities | ||||||
| Trade and other payables | 18,482 | 21,380 | 20,067 | |||
| Tax liabilities | - | - | - | |||
| Deferred income | 2,665 | 405 | 419 | |||
| Current provisions | 404 | 404 | 404 | |||
| Borrowings | 25,606 | 14,092 | 4,201 | |||
| 47,157 | 36,281 | 25,091 | ||||
| Total equity and liabilities | 175,936 | 170,211 | 156,068 |
(All tabular amounts are in EUR '000 unless otherwise stated)
| January - June | |||
|---|---|---|---|
| 2019 | 2018 | ||
| Sales | 89,168 | 102,202 | |
| Cost of sales | (81,919) | (97,770) | |
| Gross profit | 7,249 | 4,432 | |
| Selling and marketing expenses | (9,140) | (8,717) | |
| Operating profit (loss) | (1,891) | (4,285) | |
| Finance costs | (57) | - | |
| Profit before tax | (1,948) | (4,285) | |
| Income tax | 378 | 600 | |
| Operating activity income (loss) | (1,570) | (3,685) | |
| Net profit (loss) | (1,570) | (3,685) | |
| Other comprehensive income | - | - | |
| Total comprehensive income (loss) for the year | (1,570) | (3,685) |
Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania
(All tabular amounts are in EUR '000 unless otherwise stated)
| January-June | |||
|---|---|---|---|
| Operating activities | 2019 | 2018 | |
| Profit before tax and minority interest | (1,570) | (4,285) | |
| Corrections: | |||
| – depreciation |
4,683 | 4,490 | |
| – amortization (negative prestige not included) |
2 | 1 | |
| – write-off of property, plant and equipment and intangible assets |
- | 29 | |
| – loss on disposal of property, plant and equipment |
- | 10 | |
| – interest expense |
117 | - | |
| – interest income |
(286) | (257) | |
| – net unrealized currency exchange profit |
(26) | (253) | |
| – amortization of government grants received |
(179) | (235) | |
| – inventory write-down to net realizable value |
649 | - | |
| Circulating capital changes: | |||
| - inventories | (14,392) | (2,285) | |
| - amounts payable | (237) | (2,098) | |
| - amounts receivable and prepayments | (1,990) | (3,887) | |
| Cash flows from operating activities | (13,229) | (8,770) | |
| Interest paid | (117) | - | |
| Income tax paid | - | (229) | |
| Net cash (used in)/generated from operating activities | (13,346) | (8,999) | |
| Investing activities | |||
| Purchase of property, plant and equipment | (6,679) | (4,417) | |
| Purchase of intangible assets | - | (11) | |
| Loans granted to farmers and employees | (258) | (527) | |
| Proceeds from sale of property, plant and equipment | 165 | 39 | |
| Other loans granted | - | - | |
| Repayments of loans granted to farmers and employees | 10,730 | 437 | |
| Interest received Other loan repayments received |
286 708 |
257 1,461 |
|
| Government grants received | - | 1,206 | |
| Net cash (used in)/generated from investing activities | 4,952 | (1,555) | |
| Financing activities | |||
| Loans received | 11,514 | 2,339 | |
| Repayments of borrowings | - | - | |
| Dividends paid | (3,507) | (3,587) | |
| Net cash (used in)/generated from financing activities | 8,007 | (1,248) | |
| Net increase/(decrease) in cash and cash equivalents | (387) | (11,802) | |
| Cash and cash equivalents at the beginning of the period | 2,619 | 15,715 | |
| Cash and cash equivalents at the end of the period | 2,232 | 3,913 |
Company code 173057512, address: Pramonės g. 3, LT-42150 Rokiškis, Lithuania
(All tabular amounts are in EUR '000 unless otherwise stated)
| Share capital |
Share premium |
Reserve for acquisition of treasury shares |
Treasury shares |
Other reserves |
Retained earnings |
Total | |
|---|---|---|---|---|---|---|---|
| Balance at December 31st 2017 |
10,402 | 18,073 | 7,606 | - | 19,933 | 78,082 | 134,096 |
| Comprehensive income | |||||||
| Profit (loss) of the year | (3,685) | (3,685) | |||||
| Decrease in share capital / cancellation of treasury shares Dividends relating to 2017 |
3,244 | (3,244) | |||||
| Transfer to retained earnings (transfer of depreciation, net of deferred income tax) |
(1,168) | (3,587) 1,168 |
(3,587) | ||||
| st 2018 Balance at June 30 |
10,402 | 18,073 | 10,850 | - | 18,765 | 68,734 | 126,824 |
| Comprehensive income | |||||||
| Profit (loss) of the year | |||||||
| Acquisition of treasury shares | 5,603 | 5,603 | |||||
| Transfer to retained earnings (transfer of depreciation, net of deferred income tax) |
(2,108) | (1,374) | 1,374 | (2,108) | |||
| Balance at December 31st 2018 |
10,402 | 18,073 | 10,850 | (2,108) | 17,391 | 75,711 | 130,319 |
| Comprehensive income | |||||||
| Profit (loss) of the year | (1,570) | (1,570) | |||||
| Transfer to reserves | |||||||
| Dividends relating to 2018 | (3,506) | (3,506) | |||||
| Transfer to retained earnings (transfer of depreciation, net of deferred income tax) |
(819) | 819 | |||||
| st 2019 Balance at June 30 |
10,402 | 18,073 | 10,850 | (2,108) | 16 572 | 71,454 | 125,243 |
(All tabular amounts are in EUR '000 unless otherwise stated)
The Public Limited Liability Company Rokiškio sūris (hereinafter – the company) is a public listed company incorporated in Rokiškio.
The shares of AB Rokiškio Sūris are traded on the Baltic Main List of the NASDAQ Vilnius (symbol – RSU1L).
The Consolidated Group (hereinafter – the Group) consists of the Company and four subsidiaries. (2018: two branches, and four subsidiaries). The branches and subsidiaries that comprise consolidated Group are indicated below:
| Operating as at 30 June |
||
|---|---|---|
| Operating as | at 30 June |
(%) as at 30 June |
Group's share | ||
|---|---|---|---|---|---|
| Branches | 2019 | 2018 | Subsidiaries | 2019 | 2018 |
| Utenos Pienas | - | Yes | UAB Rokiškio pienas |
100.00 | 100.00 |
| Ukmergės Pieninė |
- | Yes | UAB Rokiškio pieno gamyba |
100.00 | 100.00 |
| SIA Jekabpils Piena Kombinats | 100.00 | 100.00 | |||
| SIA Kaunata* | 60.00 | 60.00 |
* These subsidiaries were not consolidated due to their insignificance.
All above subsidiaries and branches are incorporated in Lithuania, except for SIA Jekabpils Piena Kombinats and SIA Kaunata which are incorporated in Latvia.
The Group's main line of business is the production of fermented cheese and a wide range of other dairy products.
As of 30 st June 2019, the average number of the Group's employees was equal to 1,454 (compared to 1,495 employees as at 30 st June 2018).
These consolidated financial statements have been prepared according to International Financial Reporting Standards (IFRS) as adopted by the European Union.
The financial statements have been prepared under the historical cost convention, as modified for available-for-sale financial assets measured at fair value and property, plant and equipment measured at revalued amount.
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.
The preparation of the financial statements in conformity with IFRS requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Subsidiaries are the entities over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
The group treats transactions with non-controlling interest as transactions with equity owners of the group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
The items shown in the financial statements of the Company and each entity of the Group are valued by the currency of the original economic environment wherein a specific company operates (hereinafter the "functional currency"). These financial statements have been presented in euros (EUR), which is the Company's (and the Group's each entity's) functional and presentation currency.
Property, plant and equipment is shown at revalued amount, based on periodic valuations of assets, less subsequent accumulated depreciation and impairment.
Subsequent costs are included into the asset's carrying amount or recognized as separate assets, as appropriate, only when it is likely that in future the Group will receive economic benefits associated with the item and the cost of the item will be measured accordingly. All other repairs and maintenance expenses are charged to the income statement during the financial period in which they have been incurred.
Depreciation on property, plant and equipment is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, at the Group:
| Buildings | 7 – 75 years |
|---|---|
| Plant & machinery | 2 - 25 years |
| Motor vehicles | 2 - 10 years |
| Equipment and other property, plant and equipment | 2 - 25 years |
The asset residual values and useful lives are reviewed, and adjusted, if appropriate, at each balance sheet date.
Software assets expected to provide economic benefit to the Company and the Group in future periods are valued at acquisition cost less subsequent amortisation. Software is amortised on the straight-line basis over the useful life of 1 to 5 years.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets. Loans and receivables are classified as 'trade and other receivables' in the balance sheet.
Financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Company has the positive intention and ability to hold to maturity. Held-tomaturity financial assets are initially recorded at fair value. Held-to-maturity financial assets are subsequently measured at amortised cost using the effective interest method less any recognised impairment losses which reflect irrecoverable amounts.
Proceeds from held-to-maturity financial assets are recognised through profit or loss using the effective interest method.
Inventories are subsequently carried at the lower of cost and net realizable value. Cost is determined by the first-in, first-out (FIFO) method. The cost of finished goods and work in progress comprises raw materials, direct labour, other direct costs and related indirect production overheads, but excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
Loans granted and amounts receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less the amount of impairment loss. A provision for impairment of amounts receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The impairment amount is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The amount of the provision is recognised in the statement of comprehensive income within 'general and administrative expenses'. Bad debts are written off during the year in which they are identified as irrecoverable.
Cash and cash equivalents are carried at nominal value. For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and at bank and bank overdrafts. Bank overdrafts are included in borrowings in current liabilities on the balance sheet.
Ordinary shares are stated at their par value. Consideration received for the shares sold in excess over their nominal value is shown as share premium. Incremental external costs directly attributable to the issue of new shares are accounted for as a deduction from share premium.
Where the Company or its subsidiaries purchase the Company's equity share capital, the consideration paid including any attributed incremental external costs is deducted from shareholders' equity as treasury shares until they are sold, reissued, or cancelled. No gain or loss is recognised in the statement of comprehensive income on the sale, issuance, or cancellation of treasury shares. Where such shares are subsequently sold or reissued, any consideration received is presented in the consolidated financial statements as a change in shareholders' equity.
Other reserves are established upon the decision of annual general meeting of shareholders on profit appropriation. This reserve may be used only for the purposes approved by annual general meeting of shareholders.
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any difference between the amount at initial recognition and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest method.
Profit is taxable at a rate of 15 per cent (2018: 15 per cent) in accordance with the Lithuanian regulatory legislation on taxation.
The Group pays social security contributions to the state Social Security Fund (the Fund) on behalf of its employees based on the defined contribution plan in accordance with the local legal requirements. Social security contributions are recognised as expenses on an accrual basis and are included in payroll expenses.
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminated sales within the Group. Revenue from sales of goods is recognised only when all significant risks and benefits arising from ownership of goods is transferred to the customer.
Interest income is recognised on a time-proportion basis using the effective interest method.
Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders.
Basic earnings per share are calculated by dividing net profit attributed to the shareholders from average weighted number of ordinary registered shares in issue, excluding ordinary registered shares purchased by the Company and the Group and held as treasury shares.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of directors that make strategic decisions. The Group's management identified the following operating segments within the Group: hard cheese, semi hard cheese, butter, milk, cream, sour cream, sour milk, yogurt, curds, curd cheese and other. These operating segments were aggregated into two main reportable segments, based on similar nature of products, production process, type of customers and method of distribution.
Government grants are recognised at fair value where there is sufficient evidence that the grant will be received and the Group and the Company will comply with all attached conditions.
Government grants received to finance acquisition of property, plant and equipment are included in non-current deferred income in the balance sheet. They are recognised as income on a straight-line basis over the useful life of property, plant and equipment concerned.
Provisions are measured at the present value of expenditures expected to be required to settle the obligation using pre-tax rate that reflects current market assessments of the time value of money and the risks specified to the obligation. The increase in the provision due to passage of time is recognised as interest expense.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using effective interest method.
The valuation of property, plant and equipment, except for motor vehicles, at the Group and the Company as at 31 December 2015 was conducted by independent property valuer Ober-Haus UAB. The fair value estimation was based on the comparable sales price method. The valuation of other categories of assets was based on the replacement cost method. The valuation of motor vehicles was conducted by the Company's experts who established the fair value using the comparable sales price method. Assets that were evaluated using the replacement cost method were tested for impairment as a result of which no indications for possible impairment were identified.
The Company's management believes the values of property, plant and equipment adjusted under these methods as of 30 June 2019 and 2018 approximated the fair value.
The Group's and the Company's activities expose them to a variety of financial risks. The Group's overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects of the financial performance of the Group.
Risk management is carried out by the Company's management. There are no written principles for overall risk management in place.
The Group operate internationally, however, their exposure to foreign exchange risk is set at minimum level, since sales outside Lithuania are performed mostly in the euros.
The Group's interest rate risk arises from interest-bearing loans and borrowings. Borrowings with variable interest rates expose the Group to cash flow interest rate risk. Borrowings with fixed interest rates expose the Group to fair value interest rate risk. In 2019 and 2018, loans granted by the Group with fixed interest rate were denominated in the euros. In 2019 and 2018, the Group's borrowings were with variable interest rate and they were denominated in the euros.
Credit risk arises from cash at bank, loans granted, and trade receivables.
As at 30 June 2019, the Company's and the Group's all cash balances were held at banks that had external credit ratings from 'A+' to 'BBB', as set by the rating agency Fitch Ratings (30 June 2018: from 'A+' to 'BBB').
The table below summarises the Group's credit risk exposures relating to on-balance sheet items. Maximum exposure to credit risk before collateral held or other credit enhancements as at 30 June:
| 2019 06 30 |
2018 06 30 |
|
|---|---|---|
| Cash and cash equivalents at banks |
2,232 | 3,913 |
| Trade receivables | 31,205 | 35,442 |
| Loans granted | 8,187 | 9,738 |
| 41,624 | 49,093 |
The Group does not classify amounts receivable and other financial assets exposed to credit risk according to credit quality. Credit risk is managed through established credit limits for major customers and monitoring of overdue receivables and loans. Credit limits and overdue receivables are continuously monitored by the Company's and the Group's management.
| 2019 06 30 |
2018 | 06 30 | ||
|---|---|---|---|---|
| Amount | ||||
| Credit limit | receivable | Credit limit | Amount receivable | |
| Customer A | 4,345 | 2,551 | 4,345 | 2,665 |
| Customer B | 2,028 | 1,832 | 2,028 | 1,441 |
| Customer C | 3,500 | 2,966 | 3,500 | 2,072 |
| Customer D | 3,000 | 1,656 | 3,000 | 2,762 |
| Customer E | 1,500 | 1,328 | 1,000 | 564 |
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group and Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group define their capital as equity and debt less cash and cash equivalents.
As at 30 June, the Group's capital structure was as follows:
| 2019 06 30 |
2018 06 30 |
|
|---|---|---|
| Borrowings | 25,606 | 4,201 |
| Less: cash and cash equivalents | (2,232) | (3,913) |
| Net debt | 23,374 | 288 |
| Shareholders' equity | 125,242 | 126,824 |
| Total capital | 148,616 | 127,112 |
Pursuant to the Lithuanian Law on Companies the authorised share capital of a public company must be not less than EUR 40 thousand (the authorised share capital of a private company must not be less than EUR 2.5 thousand) and the shareholders' equity should not be lower than 50 per cent of the company's registered share capital. As at 30 June 2019 and 30 June 2018, the Company and its subsidiaries registered in Lithuania complied with these requirements.
The Group's management has distinguished the following operating segments of the Group: hard cheese, semi-hard cheese, butter milk, cream, sour cream, sour milk, yogurt, curd, curd cheese and other. These segments were combined into two main reportable segments based on the similar nature of products, production process, types of customers and the method of distribution.
The main two reportable business segments of the Group are as follows:
Other operations of the Group comprise of raw milk collection. Transactions between the business segments are on normal commercial terms and conditions. Geographical information
Analysis of the Group's income from sales according to markets is as follows:
| 2019 06 30 |
2018 06 30 |
|
|---|---|---|
| Lithuania | 37,867 | 38,602 |
| European Union member states | 45,287 | 57,443 |
| Near East | 354 | 248 |
| North America | 2,209 | 1,216 |
| Far East | 1,567 | 2,740 |
| Other countries | 1,884 | 1,953 |
| Total | 89,168 | 102,202 |
The breakdown of the Group's revenue by category:
| 2019 06 30 |
2018 06 30 |
|
|---|---|---|
| Product Sales Provided services |
88,351 817 |
101,449 753 |
| Total | 89,168 | 102,202 |
In the income statement the depreciation charge of long-term tangible assets is reported in the following entries: selling and marketing expenses, general and administrative expenses and cost of sales, as well as in production in progress and ready production entries.
Software and intangible asset depreciation charge are accounted in the entry of general and administrative expenses.
As at 30 st June 2019, the Group's inventories were made of:
| 2019 06 30 |
2018 06 30 |
||
|---|---|---|---|
| Raw materials | 1,999 | 1,983 | |
| Work in progress | 7,972 | 3,866 | |
| Finished products | 56,688 | 28,691 | |
| Other inventories | 951 | 924 | |
| Total | 67,610 | 35,464 |
Main shareholders of Company:
| 2019 06 30 |
2018 06 30 |
|
|---|---|---|
| Mr Antanas Trumpa (Chairman of the Board of the | 19.46% | 19.46% |
| Company) | ||
| "Pieno pramonės investicijų valdymas" UAB |
27.21% | 27.21% |
| (established in Lithuania) * | ||
| SIA "RSU Holding" (established in Latvia) * |
24.96% | 24.96% |
| Fonterra (Europe) Coöperatie U.A | 10.00% | 10.00% |
| Dalius Trumpa (Managing manager) | 0.23% | 0.23% |
| Other shareholders (legal entities and natural |
18.14% | 18.14% |
| persons) |
* Pieno Pramonės Investicijų Valdymas UAB is controlled by Mr Antanas Trumpa (as a principal shareholder holding 70.95% of the share capital and votes of Pieno Pramonės Investicijų Valdymas UAB). RSU Holding SIA is controlled by Mr Dalius Trumpa (as a single shareholder holding 100% of the share capital and votes of RSU Holding SIA). The group of persons acting in concert holds in total 81.86% (2018 06 30: 81.86%) of the Company's share capital and votes*.
Members of the Board of Directors of Pieno Pramonės Investicijų Valdymas UAB, RSU Holding SIA, Fonterra (Europe) Coöperatie U.A., and Rokiškio Sūris AB and their family members are treated as related parties.
Certain cooperative societies engaged in the production of milk are treated as related parties of the Company because the Company can exercise a significant influence over daily activities of these cooperative societies through close family members of its directors and certain employees.
The following transactions were carried out with related parties:
| 2019 06 30 |
2018 06 30 |
|
|---|---|---|
| Purchase of raw milk from other related parties | 480 | 1,009 |
| Purchase of non-current assets | - | 10 |
| Purchases of services | 38 | 29 |
| Sales of production and other inventories | 6,260 | 6,428 |
| Interest charges on credit facility |
6 | 5 |
Seeking to disclose more accurately the internal turnovers for Rokiškio Sūris AB and Rokiškio Pienas and for Rokiškio Pieno Gamyba UAB, the Group's management decided that all purchases of raw materials used for the manufacturing of products exported by Rokiškio Sūris AB should be made at zero price, and all sales of products produced by Rokiškio Pienas UAB and by Rokiškio Pieno Gamyba UAB should be treated as sales of services, i.e. excluding the value of raw material. Purchases and sales of milk, property plant & equipment and inventory is organised at arm's length conditions between related parties.
Year-end balances arising from transactions with related parties:
| 2019 06 30 |
2018 06 30 |
|
|---|---|---|
| Non-interest bearing loans granted to directors (and their family |
||
| members) | 20 | 25 |
| Loan receivable from Dzūkijos Pienas KB | 298 | 298 |
| Loan payable to Fonterra (Europe) Coöperatie U.A. | 3,161 | 3,448 |
| Trade payables to other related parties | 53 | 28 |
| Trade receivables from other related parties | 1,963 | 1,477 |
Based on Resolution No 6 of the shareholder of Rokiškio Pieno Gamyba UAB made on 30 April 2019 (Item No 4 of the Agenda), it was decided to approve the proposed appropriation of profit (loss) for 2018 for Rokiškio Pieno Gamyba UAB and allocate EUR 1,868,112 for the payment of dividends. Dividends were paid out to Rokiškio Sūris AB in May 2019.
The Group's financial ratios:
| 2019 06 30 |
2018 06 30 |
2017 06 30 |
|
|---|---|---|---|
| Revenue (EUR thousand) | 89,168 | 102,202 | 122,699 |
| EBITDA (EUR thousand) | 2,793 | 206 | 5,427 |
| EBITDA margin (%) | 3.13 | 0.20 | 4.42 |
| Operating profit (EUR thousand) |
(1,891) | (4,285) | 1,187 |
| Margin of operations profit (%) | (2.12) | (4.19) | 0.97 |
| Profit per share (EUR) | (0.04) | (0.10) | 0.41 |
| Number of shares (units) | 35,867,970 | 35,867,970 | 32,281,173 |
The audit according to the International Accounting Standards will be made for the full year 2019 by audit company UAB PricewaterhouseCoopers.
On 27 February 2019, amendments were signed to the credit agreement with SEB Bankas AB, under which the final repayment date for the overdraft facility granted to the Company was extended until 29 February 2020, and the credit limit granted was increased to EUR 34,900,000 (thirty million nine hundred thousand). The Company's funds placed in and future inflows, as well as the assets owned by the right of ownership by Rokiškio Pieno Gamyba UAB, were additionally pledged to the bank.
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