Raport.

NOVATURAS AB (24/2018) AB Novaturas interim report for six months of 2018

Podstawa prawna: art. 56. 1. 2 of Act on Public Offering.
2018 first-half highlights:
 Novaturas's turnover in the first half of 2018 was EUR 80.2 mln, or 43% more than in the same period of 2017.
 Gross profit amounted to EUR 14.1 mln and was 36% higher than in the same period of 2017.
 Operating expenses amounted to EUR 8.4 mln, or 35% more than in the same period of 2017. Excluding the impact of commissions and one-time expenses, operating costs increased by 15% from the same period a year earlier.
 EBITDA amounted to EUR 5.9 mln and was 36% larger than in the same period of 2017.
 The effective tax rate in the first half of 2018 was 18.7%, compared to 9% in the same period of 2017. The main reason was dividends the Estonian subsidiary paid to the parent company which resulted in a tax payment of roughly EUR 600,000 in Estonia.
 Novaturas had a net profit of EUR 4.4 mln, which is 24% more than in the same period of 2017.
 In the first half of 2018, the Company served 134,463 clients, 42% more than in the same period of 2017.
2018 second-quarter highlights:
 Novaturas's turnover in the second quarter of the year was EUR 54.4 mln, or 40% more than in the same period of 2017.
 Gross profit amounted to EUR 9.3 mln and was 23% higher than in the same period of 2017.
 Operating expenses totaled EUR 4.8 mln, 30% more than in the same period of 2017. Excluding the impact of commissions and one-time expenses, operating costs increased by 11% from the same period a year earlier.
 EBITDA amounted to EUR 4.6 mln and was 15% larger than in the same period of 2017.
 The effective tax rate in the period was 20.5%, compared to 7.4% in the same period of 2017. The main reason was dividends the Estonian subsidiary paid to the parent company, which resulted in a tax payment of roughly EUR 600,000 in Estonia.
 Novaturas had a net profit of EUR 3.5 mln, which is 2% more than in the same period of 2017.
 In the second quarter of 2018, the Company served 96,825 clients, 39% more than in the same period of 2017.
Management Comment:
Both the half- year and second- quarter results surpassed thelat year same period results for the same periods last year.
Our main product remains flight package tours. The most popular destinations remain Turkey and Greece for the summer season and Egypt for the winter season. For each season we introduce new destinations on the market or reintroduce some old ones. For the summer of 2018 we added Tunisia, and for the upcoming winter season we have added Jordan and Cuba. The wide variety of destinations in our portfolio lets us satisfy our clients' diverse needs. Strong growth in demand for Turkey as a destination increased Turkey's share in our portfolio to 34% in the first half of the year. Other destinations also grew during the reporting period.
The number of clients served grew in all source markets where Novaturas operates. The strongest growth was recorded in the Belarussian market, where the number of clients rose 86%. We do not fly from Belarus but rather sell our Lithuanian products through Belarusian agencies. The Lithuanian source market grew 43% while the Latvian market grew by 43% and the Estonian market was up 38% compared to last year.
Passenger growth was strongest for flight package tours, at 49%, with a growth rate of 26% for other products. The other products passengers bought were mainly flight tickets for charter flights we operate. Our flight tickets are sold through travel agencies and also via the GDS channel, reaching very diverse types of travelers. Sightseeing tours by plane grew by 5%. We are currently offering this type of product mainly in the Lithuanian market.
Travel agencies' share in our sales increased by 1.3 percentage points to 72.1%. Instead of our own retail share (decreased by 2 percentage points to 11.8%), we have mainly focused on growing web sales. Web sales' share rose by 0.6 percentage points in the first half of the year to 14.5% and GDS sales increased by 0.1 percentage points to 1.6%. Just as planned, in in June we introduced a new version of the Company's webpage in all thee countries where we operate. The responsive design of the webpage is much better suited to mobile devices, which are being used more and more not only to search for information but also to make purchases on the internet.
We kept our operating expenses under control during the first half of the year. They grew at a much slower pace than sales growth, increasing the efficiency of the Company. Direct marketing expenditures were 0.8% of sales, similar to last year's level. Salaries and related items increased by 12% over the same period last year. Excluding the impact of commissions and one-off spending, operating expenses increased by 15% compared with the first half of last year. One-time expenses, incurred mainly in the IPO, amounted to EUR 391,000. Including one-time costs, operating costs less commissions paid rose by 27%. Total costs, including commissions, grew by 35%. Commission expenses remained stable at 5.2% of sales.
Profit tax expenses include EUR 600,000 paid in Estonia on dividends paid by the subsidiary there to the parent company. Legislation in Estonia allows companies that regularly pay dividends to their parents to gradually reduce their dividend tax rate from 20% to 14%. As this was the first year we paid a dividend, the tax rate was 20%.
Other current financial assets mainly consist of restricted cash (EUR 4.6 mln), which is used to issue guarantees covering prepayments received from customers as required by the law in each country of operations. The remaining amount of other financial assets is the market value of open hedge contracts. The cash level was lower mainly because restricted cash was reported under a different line.
Company by 30 June 2018 had paid back in full the overdraft which it partly used during the first half of the year. Long-term loan amortization is in accord with the agreement and EUR 0.5 mln of loans have already been repaid. The high level of advances received from customers was due to a strong increase in passenger volumes and very good advanced sales at the end of the period.

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    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018











    AB NOVATURAS
    CONSOLIDATED INTERIM FINANCIAL STATEMENTS AND
    CONSOLIDATED INTERIM REPORT
    for the six -month period ended 30 June 2018
    (un audited )







    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 2




    Beginning of reporting period 1 January 2018
    End of reporting period 30 June 2018
    Busi ness name Novaturas, AB ( further – “Novaturas ” or “the
    Company ”) (The Company ’s financial statements
    and activity ratios are presented consolidated with
    the results of subsidiaries; separate reports of the
    parent company are not presented .)
    Legal form Pu blic limited company
    Registration date 16 December 1999
    Registration number 135567698
    LEI code 097900BGCW 0000042109
    Manager of register State Enterprise Centre of Registers
    Company address A. Mickevičiaus str. 27, LT -44245 Kaunas
    Tele phone +37 0 37 321 264
    Fa x +370 37 321 130
    Website

    www.novaturasgroup.com






    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 3
    Table of Content s

    Management report ................................ ................................ ................................ ................................ ................................ ...... 4
    Main ratios ................................ ................................ ................................ ................................ ................................ ............ 6
    Segment information ................................ ................................ ................................ ................................ ............................ 7
    Geographic and other sales split information ................................ ................................ ................................ ...................... 8
    Information about the Supervisory Council and the Board ................................ ................................ ................................ 10
    Share capital and shareholders ................................ ................................ ................................ ................................ ......... 11
    Consolidated statements of comprehensive income ................................ ................................ ................................ ................. 12
    Consolidated statements of financial position ................................ ................................ ................................ ............................ 13
    Consolidated statements of ch anges in equity ................................ ................................ ................................ .......................... 14
    Consolidated statements of cash flow ................................ ................................ ................................ ................................ ....... 15
    Notes to the financial statements ................................ ................................ ................................ ................................ ............... 16
    Information about subsidaries ................................ ................................ ................................ ................................ ............ 16
    Operating expenses ................................ ................................ ................................ ................................ ........................... 16
    Hedging ................................ ................................ ................................ ................................ ................................ .............. 16
    Borrowings ................................ ................................ ................................ ................................ ................................ ......... 17
    Related party transactions ................................ ................................ ................................ ................................ ................. 17
    Management confirmation of the Consolidated Financial Stat ements ................................ ................................ ...................... 18
    Interim Consolidated Report ................................ ................................ ................................ ................................ ...................... 19





    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 4
    Management report
    2018 first -half highlights :
    ▪ Novaturas ’s turnover in the first half of 2018 was EUR 80 .2 mln, or 43% more than in the same period of 2017.
    ▪ Gross profit amounted to EUR 14 .1 mln and was 36 % higher than in the same period of 2017 .
    ▪ Operating expenses amounted to EUR 8.4 mln, or 35% more than in the same period of 2017. Excluding the impact
    of commissions a nd one -time expenses, operating costs increased by 1 5% from the same period a year earlier .
    ▪ EBITDA amounted to EUR 5.9 mln and was 36% larger than in the same period of 2017.
    ▪ The e ffective tax rate in the first half of 2018 was 18.7 %, compared to 9% in the same period of 2017. The main
    reason was dividends the Estonia n subsidiary paid to the parent company which resulted in a tax payment of roughly
    EUR 600, 000 in Estonia.
    ▪ Novaturas had a net profit of EUR 4.4 m ln, which is 24 % more than in the same period o f 2017.
    ▪ In the first half of 2018, the Company served 134 ,463 clients, 42 % more than in the same period of 2017 .
    2018 second -quarter highlights:
    ▪ Novaturas ’s turnover in the second quarter of the year was EUR 54.4 m ln, or 40% more than in the same period of
    2017.
    ▪ Gross profit amounted to EUR 9.3 mln and was 23 % higher than in the same period of 2017.
    ▪ Operating expenses totaled EUR 4.8 mln, 30% more than in the same period of 2017. Excluding the impact of
    commissions and one -time expenses, operating costs inc reased by 1 1% from the same period a year earlier .
    ▪ EBITDA amounted to EUR 4.6 mln and was 15 % larger than in the same period of 2017.
    ▪ The e ffective tax rate in the period was 20 .5%, compared to 7.4 % in the same period of 2017. The main reason was
    dividends the Estonia n subsidiary paid to the parent company , which resulted in a tax payment of roughly
    EUR 600 ,000 in Estonia.
    ▪ Novaturas had a net profit of EUR 3.5 mln, which is 2% more than in the same period of 2017.
    ▪ In the second quarter of 2018, the Company served 96 ,825 clients, 39 % more than in the same period of 2017.
    Management Comment:
    Both the half - year and second - quarter results surpassed the lat year same period results for the same periods last year .
    Our main product remains flight package tours. Th e most popular destinatio ns remain Turkey and Greece for the summer
    season and Egypt for the winter season. For each season we introduc e new destinations on the market or reintroduc e some
    old ones . For the summer of 2018 we added Tunisia , and for the upcom ing winter season we have added Jordan and Cuba.
    The w ide variety of destinations in our portfolio lets us satisfy our clients ’ diverse needs . Strong grow th in demand for Turkey
    as a destination increased Turkey ’s share in our portfolio to 34% in the first half of the year. Other destinations also grew
    during the report ing period.
    The number of clients served grew in all source markets where Novaturas operates. The strongest growth was recorded in
    the Belaru ssia n market , where the number of clients rose 86% . We do not fly from Belarus but rather sell our Lithuanian
    products through Belarus ian agencies. The Lithuania n source market grew 43% while the Latvian market grew by 43 % and
    the Estonian market was up 38 % compared to last year.
    Passenger growth was stro ngest for flight package tours , at 49 %, with a growth rate of 26% for other products. The o ther
    products passengers bought were mainly flight tickets for charter flights we operate . Our flight tickets are sold through travel
    agencies and also via the GDS c hannel , reaching very diverse type s of travelers. Sightseeing tours by plane grew by 5%.
    We are currently offering this type of product mainly in the Lithuania n market.
    Travel agencies ’ share in our sales increased by 1.3 percentage points to 72.1 %. Ins tead of our own retail share (decreased
    by 2 percentage points to 11.8% ), we have mainly focused on growing web sales. Web sales ’ share rose by 0.6 percentage
    points in the first half of the year to 14.5% and GDS sales increased by 0.1 percentage points to 1.6%. Just as planned , in in
    June we introduced a new version of the Company ’s webpage in all thee countries where we operate. The r esponsive desig n
    of the webpage is much better suite d to mobile devices , which are being used more and more not only to sea rch for
    information but also to make purchases on the internet.



    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 5
    We kept our operating expenses under control during the first half of the year . They grew at a much slower pace than sales
    growth , increasing the efficiency of the Company . Direct marketing expenditure s were 0.8% of sales , similar to last year ’s
    level . Salaries and related items increased by 12% over the same period last year . Excluding the impact of commissions and
    one -off spending, operating expenses increased by 1 5% compared with the first half of last year. One -time expenses ,
    incurred mainly in the IPO , amounted to EUR 391 ,000 . Including one -time costs, operating costs less commissions paid rose
    by 2 7%. Total costs, including commissions, grew by 3 5%. Commission expenses remained stable at 5.2% of sa les.
    Profit tax expenses include EUR 600, 000 paid in Estonia on dividends paid by the subsidiary there to the parent company.
    Legislation in Estonia allows companies that regularly pay dividends to their parents to gradually reduce the ir dividend tax
    rate from 20% to 14%. As this was the first year we paid a dividend , the tax rate was 20%.
    Other current financial assets mainly consist of restricted cash ( EUR 4.6 mln), which is used to issue guarantees covering
    prepayments received from customers a s required by the law in each country of operations . The r emaining amount of other
    financial assets is the market value of open hedge contracts. The cash level was lower mainly because restricted cash was
    reported under a different line.
    Company by 30 June 2018 had paid back in full the overdraft which it partly used during the first half of the year. Long -term
    loan amortization is in accord with the agreement and EUR 0.5 mln of loan s have already been repaid . The h igh level of
    advances received from custom ers was due to a strong increase in passenger volumes and very good advanced sales at the
    end of the period.




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 6
    Main ratios

    Financial ratios Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Change
    Revenue 54 ,394 38 ,886 +39 .9% 80 ,239 56 ,194 +42 .8%
    Gross profit 9,312 7,508 +22 .5% 14 ,113 10 ,392 +35 .8%
    EBITDA 4,588 4,144 +14 .7% 5,875 4,478 +35 .6%
    Operating profit (EBIT) 4,526 3,920 +15 .5% 5,741 4,168 +37 .7%
    Profit before taxes 4,347 3,672 +18 .4% 5,417 3,886 +39 .4%
    Net profit 3,457 3,402 +1 .6% 4,402 3,53 8 +24 .4%

    Relative indicators Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Change
    Number of shares 7,807 ,000 7,807 ,000 - 7,807 ,000 7,807 ,000 -
    Profit per share ( EUR ) 0.44 0.44 - 0.56 0.45 +0.11
    Gross profit margin (%) 17 .1% 19 .6% -2.5pp 17 .6% 18 .5% -0.9pp
    EBITDA margin (%) 8.4% 10 .3% -1.9pp 7.3% 7.7% -0.4pp
    Operating profit (EBIT) margin (%) 8.3% 10 .1% -1.8pp 7.2% 7.4% -0.2pp
    Profit before taxes margin (%) 8.0% 9.4% -1.4pp 6.8% 6.9% -0.1pp
    Net profit margin (%) 6.4% 8.7% -2.3pp 5.5% 6.3% -0.8pp
    Re turn on assets (ROA) (%) 5.9% 6.0% -0.1pp 7.5% 6.2% +1 .3pp
    Debt to equity ratio (%) 48 .4% 103 .2% -54 .9pp 48 .4% 103 .2% -54 .9pp
    Equity ratio (%) 33 .6% 23 .9% +9 .7pp 33 .6% 23 .9% +9 .7pp
    Effective tax rate (%) 20 .5% 7.4% +13 .1pp 18 .7% 9.0% +9 .8pp
    Current rat io 0.98 0.81 +0. 17 0.98 0.81 +0. 17




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 7
    Segment information
    For management purposes, Novaturas is organized into business units based on its services (product category) , which are
    as follows:
    Flight package tours
    Sightseeing tours by coach
    Sightseeing to urs by plane
    Other (flight tickets, hotels, block seats sale to other operators, own agencies commissions)

    Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Change
    Flight package tours
    Sales 48,113 33 ,200 44 .9% 69 ,638 48,042 45.0%
    Cost of sales (39 ,194 ) (26,045 ) 50.5% (56,128 ) (38,195 ) 47 .0%
    Gross profit 8,919 7,155 24 .7% 13 ,510 9,847 37,2 %
    Gross profit margin% 18 .5% 21.6% -3.1% 19 .4% 20.5% -1.1%
    Sales commission expenses (2,825) (1,926) 46 .7% (4,107) (2,811) 46 .1%
    Sales pr ofit by segment 6,094 5,229 16, 5% 9,403 7,036 33 .6%
    Sales profit margin % 12 .7% 15.8% -3.1% 13 .5% 14.6% -1.1%

    Sightseeing tours by coach
    Sales 1,089 1,467 -25 .8% 1,291 1,585 -18 .5%
    Cost of sales (984) (1,294) -24 .0% (1,170) (1,443) -18 .9%
    Gross profit 105 173 -39 .3% 121 142 -14 .8%
    Gross profit margin% 9.6% 11 .8% -2.2% 9.4% 9.0% 0.4%
    Sales commission expenses (46) (69) -33 .3% (51) (75) -32 .0%
    Sales profit by segment 59 104 -43 .3% 70 67 4.5%
    Sales profit margin % 5.4% 7.1% -1.7% 5.4% 4.2% 1.2%

    Sightseeing tours by plane
    Sales 500 505 -1.0% 751 692 8.5%
    Cost of sales (405) (418) -3.1% (600) (572) 4.9%
    Gross profit 95 87 9.2% 151 120 25 .8%
    Gross profit margin% 19.0% 17 .2% 1.8% 20 .1% 17 .3% 2.8%
    Sales commission expenses (24) (22) 9.1% (41) (34) 20 .6%
    Sales profit by segment 71 65 9.2% 110 86 27 .9%
    Sales profit margin % 14 .2% 12 .9% 1.3% 14 .6% 12 .4% 2.2%

    Other products
    Sales 4,692 3,714 26 .3% 8,559 5,875 45 .7%
    Cost of sales (4,499 ) (3,525 ) 27.6% (8,228 ) (5,592 ) 47.1%
    Gross profit 193 189 2.1% 331 283 17 .0%
    Gross profit margin% 4.1% 5.1% -1.0% 3.9% 4.8% -0.9%
    Sales commission expenses - - - -
    Sales profit by segment 193 189 2.1% 331 283 17 .0%
    Sales profit margin % 4.1% 5.1% -1.0% 3.9% 4.8% -0.9%

    In the first half of 2018, sales of flight package tours accounted for the largest part of s ales and profit s. Sightseeing tours by
    coach and by plan es remained small products , while other activities sales increased significantly but with limited impact on
    the overall profit earned .




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 8
    Geographic and other sales split information
    As previously , in the In first half of 2018 the Company’s activities includ ed tour organization and the distribution of tours
    through diversified and complementary distribution channels : a retail network of travel agencies and own retail channels
    (own travel agencies, e -commerce sales, tickets only sales through the Global Distri bution System (GDS )). The Company
    work sworking with over 400 travel agencies, including all of the major agencies in the Baltics and more than 60 in Belarus. E -
    commerce sales are via Company websites . During f irst half of 201 8, the Compan y’sCompan y website s were visited by 2.06
    million unique visitors , which is 2 7% more than the 1.62 million unique visitors in the first half of 201 7.
    The Group sell s flight tickets for its own organized charter flights via GDS , which means that Novaturas’ charter tickets are
    available worldwide – to travel agents and also to passengers directly via internet portals for air line air tickets .
    The table below shows a breakdown of revenue by distribution channels . Web sales ’ share increase d by 0.6 percentage
    points due to easier ac cess and our customers’ chang ing habits .
    The breakdown of r evenue by distribution channels was as follows:
    Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Change
    Travel agencies 72 .5% 71 .2% +1 .3 pp 72 .1% 70 .8% +1 .3 pp
    Own retail 11 .5% 12 .9% -1.4 pp 11 .8% 13 .8% -2.0 pp
    Web sales 14 .5% 14 .3% +0 .2 pp 14 .5% 13 .9% +0 .6 pp
    GDS 1.5% 1.6% -0.1 pp 1.6% 1.5% +0 .1 pp
    Total 100.0% 100.0% 100.0% 100.0%
    The s trongest growth so far this year was on the Belarus sian market (shown under ‘Other ’). Passenger growth for all ma jor
    source markets remained very strong in the second quarter and for the full half -year period. Market strength was mainly
    influenced by people’s increasing disposable income. The Company ’s rate of passenger growth is similar to that in the
    overall market .
    Passenger sales of the group by source market were as follows (in thousands of passengers):
    Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Change
    Lithuania 56.7 41.3 +37 .3% 74.2 51.8 +43 .0%
    Latvia 16.3 11.4 +43 .6% 24.7 17.3 +43 .3%
    Estonia 23.1 16.7 +37 .7% 34.8 25.2 +38 .1%
    Other 0.7 0.4 +93 .9% 0.8 0.4 +85 .6%
    Total 96.8 69.8 +38 .7% 134.5 94.7 +41 .9%
    The Company’s m ain product is flight package tours , which was also the fastest growing segment. The g roup ’s passenger
    sales by product category were as follows (in thousands of passengers):
    Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Change
    Flight package tours 83.0 56.2 +48 .0% 113.6 76.0 +49 .2%
    Sightseeing tours by coach 3.2 4.5 -30 .4% 3.9 5.0 -21 .9%
    Sightseeing tours by plane 0.4 0.5 -19 .7% 0.7 0.7 +5 .0%
    Ot her products (separate flight and hotel services) 10.2 8.6 +18 .0% 16.3 13.0 +25 .6%
    Total 96.8 69.8 +38 .7% 134.5 94.7 +41 .9%

    The shares of Turkey and Egypt in the destination mix increased as political uncertainty in those countries decreased.
    Turkey remains the most popular destination during summer in Company source markets , as does Egypt during winter . The
    other destinations with the highest demand are Greece, Bulgaria and Spain. Long -haul destinations are becoming more
    important each year as the number of destinations offered by Company increases and demand growth remains strong. Other
    Destinations , with a significant part of the Company ’s portfolio , meet the demand of frequent travelers for new destinations
    each s eason.



    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 9
    The breakdown of g roup package travel revenue by destinations is as follows:
    Q2 2018 Q2 2017 6M 2018 6M 2017
    Turkey 49 .4% 39 .3% 34 .0% 27 .2%
    Greece 18 .0% 25 .7% 12 .4% 17 .8%
    Egypt 8.0% 7.0% 20 .7% 15 .8%
    Bulgaria 7.2% 10 .0% 4.9% 6.9%
    Spain (includ ing Canary Islands) 6.4% 7.9% 9.7% 13 .0%
    Skiing - - 4.1% 5.5%
    Long haul - 0.1% 4.7% 4.0%
    Other destinations 11 .0% 10 .0% 9.5% 9.8%
    Total 100.0% 100.0% 100.0% 100.0%
    Group monthly revenue seasonality was as follows:

    0
    5 000
    10 000
    15 000
    20 000
    25 000
    1 2 3 4 5 6 7 8 9 10 11 12
    Thousands
    Group revenue seasonality by month
    2018 2017 2016 2015 2014 2013 2012



    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 10
    Information about the Supervisory Council and the Board
    According to the Company’s Articles of Association, the Supervisory Council is comprised of five members elected for a term
    of three years. Two independent members were elected to the Supervisory Council at the General Shareholders Me eting
    held on 7 May 2018.
    The Company’s Board is comprised of four members elected for a term of three years. The Chairman of the Board is elected
    by the Board from among its members. The Board also appoints the CEO after recei ving prior approval from the Supervisory
    Council. Currently, the positions of Chairman of the Board and CEO are held by the same person – Linas Aldonis.
    Information about the Supervisory Council as of 30 June 2018 :
    Name Position in the Council Legal person and position

    Number of
    sha res
    held in the
    Company
    The
    beginning of
    the term
    Sebastian Janusz Król Chairman of the Supervisory
    Council
    Danwood S.A.; Danwood
    Holdings sp. z o.o.; Janton
    S.A. – Chairman of the
    Supervisory Council;
    Zevin Investments Sp. z o.o.;
    Daphnee Investments Sp. z
    o.o. – member of the
    management Board;
    Enterprise Investors Sp zo.o.
    – Vice president;
    Stowarzyszenie Lipków –Eko
    – president ; W arszawsko -
    Mazowiecki Związek
    Jeździecki – member of the
    Supervisory Council
    No direct
    ownership,
    represents
    shareholder
    owing
    3,700 ,874
    shares
    2018 -02 -09
    Ugnius Radvila Member of the Supervisory
    Council , member of the
    Remuneration Committee
    - 740 ,702 2018 -02 -09
    Vidas Paliūnas Member of the Supervisory
    Council , Chairman of the
    Remuneration Committee,
    Chairman of the Audit
    Committee
    Business center 32, UAB; –
    member of the management
    Board
    535 ,278 2018 -02 -09
    Franz Leitner Member of the Supervisory
    Counc il, member of the Audit
    Committee (independent
    member)
    Leitner -Consulting –
    Managing director; Sportscon
    Ltd. – Managing partner
    - 2018 -05 -07
    Piotr Nowjalis Member of the Supervisory
    Council, member of the
    Remuneration Committee,
    member of the Audit Commi ttee
    (independent member)
    CCC S.A. – member of the
    Supervisory Board; Dino
    Polska S.A. – member of the
    Supervisory Board; Synektik
    S.A. – member of the
    Supervisory Board
    - 2018 -05 -07





    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 11
    Information about the Board as of 30 June 2018 :
    Name Position within the Company Number of
    shares held
    in the
    Company
    The beginning of
    the term
    Linas Aldonis Chairman of the Board, CEO 117 ,480 2018 -02 -09
    Tomas Staškūnas Member of the Board, CFO 58 ,192 2018 -02 -09
    Birutė Čepanskienė Member of the Board, Production Directo r -

    2018 -02 -09
    Audronė Keinytė Member of the Board, Purchasing Director - 2018 -02 -09

    Share capital and shareholders
    The Company 's share capital is EUR 234,210. It consists of 7 ,807 ,000 ordinary registered shares with a nominal value of
    EUR 0.03. The n umber of shares of the Company that grant votes in the General Meeting of Shareholders is 7 ,807 ,000.
    The ordinary registered shares of AB Novaturas (ISIN code LT0000131872) are listed on the Official List of the Nasdaq
    Vilnius Stock Exchange (symbol NTU1L) and on the Warsaw Stock Exchange (symbol NTU, ISIN code LT0000131872).
    Information about trading in AB Novaturas shares from 21 March 2018 to 30 June 2018 on the Nasdaq Vilnius exchange in
    Lithuania :
    Currency Opening
    price
    Max price Lowest
    price
    Closing
    price
    Average
    price
    Volume
    (quantity)
    Volume
    (EUR)
    Q1 2018 EUR 11.00 12.40 10.56 10.85 11. 38 17 ,830 202 ,845
    Q2 2018 EUR 10.85 11.37 10.67 11.20 11.01 183 ,160 2,016 ,183

    As of 30 June 2018 , the Company's market capitalization was EUR 87.44 million and increased by 3.22 % in the second
    quarter .
    Information about trading in AB Novaturas shares from 21 March 2018 to 30 June 2018 on the “ GPW main market ” at the
    Warsaw Stock Exchange in Poland :
    Currency Opening
    price
    Max price Lowest
    price
    Closing
    pric e
    Average
    price
    Volume
    (quantity)
    Volume
    (PLN )
    Q1 2018 PLN 43.90 45.95 43.60 43.95 45.49 24 ,951 1,134 ,971
    Q2 2018 PLN 43.95 48.00 42.60 48.00 44.96 150 ,462 6,76 5,241
    As of 30 June 2018 , the Company's market capitalization was PLN 374 .74 millio n and, calculated in PLN , increased by
    9.22% during second quarter .
    Shareholders holding at least 5% of share capital and votes as of 30 June 2018:
    Name of the shareholder Number of shares Share of the share capital
    Central Eu ropean Tour Operator S.a.r.l . 3,700 ,874 47 .40 %
    Ugnius Radvila 740 ,702 9.49%
    Rytis Šūmakaris 535 ,278 6.86%
    Vidas Paliūnas 535 ,278 6.86%
    Others 2,294 ,868 29 .39 %
    Total 7,807 ,000 100 .00%




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 12
    Consolidated statements of comprehensive income

    Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Chan ge
    Sales 54 ,394 38 ,886 +39 .9% 80 ,239 56 ,194 +42 .8%
    Cost of sales (45 ,082) (31 ,282 ) +44.1% (66 ,126) (45 ,802) +44 .4%
    Gross profit 9,312 7,604 +2 2.5% 14 ,113 10 ,392 +35 .8%
    Operating (expenses) (4,800) (3,681 ) +30.4% (8,384) (6,219) +34 .8%
    Other op erating income 14 - N/A 14 - N/A
    Other operating (expenses) - (3) -100 .0% (2) (5) -60 .0%
    Profit from operations 4,526 3,920 +15 .5% 5,741 4,168 +37 .7%
    Finance income 72 230 -68 .7% 316 352 -10 .2%
    Finance (expenses) (251) (478) -47 .5% (640) (634 ) +0.9%
    Profit before tax 4,347 3,672 +18 .4% 5,417 3,886 +39 .4%
    Income tax (expense) (890) (270) +229 .6% (1,015) (348 ) +191 .7%
    Net profit 3,457 3,402 +1 .6% 4,402 3,538 +24 .4%

    Other comprehensive income, to be reclassified to
    profit or loss in subsequent periods

    Result of changes in cash flow hedge reserve 548 (935) 674 (935)
    Impact of income tax (82 ) 140 (101) 140
    Total comprehensive income for the year 3,923 2,607 4,975 2,743

    Earnings per share 0.44 0.44 +0.00 0.56 0.45 +0.11




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 13
    Consolidated statements of financial position

    30 June 2018 31 December 2017 30 June 2017
    ASSETS
    Non -current assets
    Goodwill 30 ,327 30 ,327 30 ,327
    Other i ntangible assets 483 448 398
    Property, plant and e quipment 300 297 332
    Long term receivables 62 56 60
    Deferred income tax asset 6 6 5
    Total non -current assets 31 ,178 31 ,134 31 ,122
    Current assets
    Inventories 1 1 2
    Prepayments and deferred expenses 9,831 5,940 11 ,874
    Trade accounts receivable 757 522 1,193
    Prepaid income tax 1 101 179
    Other receivables 3,362 2,202 2,222
    Other current financial assets 5,844 569 -
    Cash and cash equivalents 7,451 9,984 10 ,152
    Total current assets 27 ,247 19 ,319 25 ,622
    Total assets 58 ,425 50 ,453 56 ,744

    EQUITY AND LIABILITIES
    Equity
    Share capital 234 226 226
    Cash flow hedge reserve 1,057 484 (795 )
    Legal reserve 29 29 29
    Foreign currency translation reserve 145 145 145
    Retained earnings 18 ,179 13 ,785 13 ,957
    Equity attributable to equit y holders of the parent 19 ,644 14 ,669 13 ,562
    Liabilities
    Non -current borrowings 8,000 - 9,263
    Deferred income tax liabilities 3,040 2,606 2,180
    Total non -current liabilities 11 ,040 2,606 11 ,443
    Current liabilities
    Current portion of non -current borrowings 1,500 14 ,000 4,737
    Trade payables 3,387 3,882 8,140
    Advances received 20 ,400 12 ,102 17 ,127
    Income tax payable 200 296 63
    Other current liabilities and accrued expenses 2,254 2,898 1,672
    Total current liabilities 27 ,741 33 ,178 31 ,73 9
    Total equity and liabilities 58 ,425 50 ,453 56 ,744




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 14
    Consolidated s tatements of changes in equity



    Share
    capital
    Legal
    reserve
    Cash
    flow
    hedge
    reserve
    Retained
    earnings
    Foreign
    currency
    translation
    reserve
    Equity
    attributable
    to equity
    holders
    Bal ance as of 31 December 2016 226 29 299 15 ,134 145 15 ,833

    Net profit for the year - - - 8,151 - 8,151
    Other comprehensive income - - 185 - - 185
    Dividends approved - - - (9,500) - (9,500)
    Balance as of 31 December 2017 226 29 484 13 ,785 145 14 ,669

    Increase of share capital from own
    funds 8 - - (8) - -
    Net profit for the year - - - 4,402 - 4,402
    Other comprehensive income - - 573 - - 573
    Dividends approved - - - - - -
    Balance as of 3 0 June 2018 234 29 1,057 18 ,179 145 19,644




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 15
    Consolidated statements of cash flow

    6M 2018 6M 2017
    Cash flows from (to) operating activities
    Net profit 4,402 3,538
    Depreciation and amortization 134 166
    Allowance for doubtful receivables and prepayments made -
    Change in deferred income tax 420 145
    Current income tax expenses 696 63
    Elimination of financial, investment and other non -cash activity results 1,040 (703 )
    Changes in working capital: 6,692 3,209
    Decrease in inventories - -
    (Increase) decrease in trade receivable s (235) (760)
    (Increase) decrease in other receivables (6,435) 685
    (Increase) decrease in prepayments and deferred expenses (3,897) (8,844)
    Increase (decrease) in trade payables (495) 5,010
    Increase in advances received 8,298 9,139
    Income tax paid (878 ) 90
    Increase (decrease) in other accounts payable and accrued expenses (644) 390
    Net cash flows from operating activities 2,406 8,919
    Cash flows from (to) investing activities
    (Acquisition) of non -current assets (except investments) (171) (133 )
    Proceeds from sale of non -current assets (except investments) -
    Interest received -
    Collected loans -
    Net cash flows (to) investing activities (171) (133 )
    Cash flows from financing activities
    Loans received -
    (Repayment) of loans (4,50 0) -
    Interest (paid) (268) (280)
    Dividends (paid) (5,000)
    Acquisition of non -controlling interest -
    Net cash flows (to) financing activities ( 4 ,768) (5,280)

    Net increase (decrease) in cash flows (2,533) 3,506
    Cash and cash equivalents at the beginning of the year 9,984 6,646

    Cash and cash equivalents at the end of 30 June 7,451 10 ,152




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 16
    Notes to the financial statements
    Information about subsidiaries
    Novaturas Group is a holding structure and AB Novaturas is the parent compan y which conducts operations directly and
    through subsidiaries in their respective markets - Lithuania, Latvia and Estonia.
    Company Country of operations Share of the capital held as of
    30 June 2018
    Novatours SIA Latvi a 100 %
    Novatours OÜ Est onia 100 %
    Aviaturas ir Partneriai UAB Lithuania 100 %
    SRL Novatours Holidays* Romania 100 %
    * The activities of the subsidiary in Romania were suspended in 2009 and have not been renewed since that time .
    Operating expenses
    Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Change
    Commissions 2,895 2,017 +43 .5% 4,199 2,920 +43 .8%
    Salaries and related taxes 1,043 937 +11 .3% 2,098 1,873 +12 .0%
    Advertising and marketing expenses 302 159 +89 .9% 645 474 +36 .1%
    Rent and maintenance expenses 76 76 - 162 157 +3 .2%
    Depreciation and amortization 63 79 -20 .3% 134 166 -19 .3%
    Business trips expenses 38 30 +26 .7% 74 58 +27 .6%
    Communication expenses 24 23 +4 .3% 46 45 +2 .2%
    Consulting expenses 93 32 +190 .6% 334 45 +642 .2%
    Transportation expenses 29 41 -29 .3% 53 69 -23 .2%
    Representation expenses 25 26 -3.8% 55 49 +12 .2%
    Bad debt expenses 9 - N/A 9 - N/A
    Training expenses 6 3 +100 .0% 11 9 +22 .2%
    Other 197 258 -23 .6% 564 354 +59 .3%
    Total: 4,800 3,681 +30 .4% 8,384 6,219 +34 .8%
    In t he first half of 2018, the Company incurred one -off expenses related to the IPO ( EUR 286 ,000 ) and legal costs
    (EUR 105 ,000, of which EUR 52 ,000 during the second quarter ). Total one -off expen ses amounted to EUR 391 ,000 . These
    costs are reflected in the con sulting and other exp enses lines.
    Changes were made to first quarter 2017 numbers , decreasing ‘Salaries and related taxes ’ by EUR 41 ,000 and decreasing
    ‘Business trip expenses ’ by EUR 55 ,000, while increasing ‘Cost of sales ’ by EUR 96 ,000 . Both changes are already reflected
    in the six -month numbers for 2017 and were related to improper presentation of some expenses for representatives abroad
    (for both 2018 and 2017 these expenses are presented under ‘Cost of sales ’).
    Hedging
    The C ompany operates as a tour o perator. Due to its business specifics the Company is exposed to the risk of fluctuation in
    the price of aviation fuel and the EUR/USD foreign exchange rate. The Company he dges against changes in aviation fuel
    prices (which affect fuel costs) and against changes in the EUR/USD exchange rate (which affects fuel and hotel costs) for
    the entire period of early bookings for upcoming summer and winter seasons using forward and future contracts . When
    derivative positions are closed on a monthly basis , the result is accounted in the comprehensive income report .
    The t ables below present the closed hedging contracts result and still -held hedging contracts at the period -end market value
    (all numbers are in thousands of EUR):



    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 17
    Q2 2018 Q2 2017 Change 6M 2018 6M 2017 Ch ange
    Result of closed hedging contracts already reflected in
    the period statement of comprehensive income
    708 (128) +836 713 (40) +753

    30 June 2018 31 December 2017 30 June 2017
    Market value of existing hedges at the end of the period 1,244 569 (935)

    Borrowings
    The loans granted to the Company are shown in the table below:
    Long term borrowings 30 June
    2018
    31 December
    2017
    30 June
    2017
    AB Luminor Bank loan, annual interest rate of 3-month EURIBOR
    + 3 .5% 9,500 14 ,000 14 ,000
    Current portion of non -current borrowings (1,500) (14,000) -
    Total non -current borrowings 8,000 - 14 ,000

    As of 30 June 2018 the Company had no current borrowings.
    Off -balance sheet commitments:
    Bank guarantee Total Limit at
    30 June 2018
    Used limit at
    30 June
    201 8
    AB Lu minor Bank guarantee agreement, annual interest rate of 3-month EURIBOR +
    1.7% 8,000 8,000

    Bank guarantees are used to ensure the travel organizer ’s obligations in Lithuania, Latvia and Estonia. In a ddition to the
    guarant ees issued under the guarantee agreement, as of 30 June 2018 the Company had outstanding guar antees in the
    amount of EUR 2.5 million in the form of 100% deposits .
    Related party transactions
    During the six -month period ended 30 June 2018 , total payments of EUR 16 ,000 (of which EUR 11 ,000 during the second
    quarter) were made to Supervisory Council members. No related party payments were made in the six -month period ended
    30 June 2017.




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 18
    Management confirmation of the C onsolidated Financial S tatements
    In accordance with Article 22 of the Law on Securities of the Republic of Lithuania and the Rules on Information Disclosure
    of the Bank of Lithuania, we, Linas Aldonis , the CEO of AB Novaturas , and Tomas Staškūnas, the CFO of AB Novaturas ,
    hereby confirm that, to the best of our knowledge, the unaudited AB Novaturas Interim Consolidated Financial Statements for
    the six -month period ended 30 June 2018 , prepared in accordance with the International Financial Reporting Standards as
    adopted by the European Unio n, gives a true and fair view of the consolidated group's assets, liabilities, financial position,
    profit or loss , and cash flows.


    Linas Aldonis Tomas Staškūnas
    CEO CFO







    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 19
    Interim Consolidated Report

    Reporting period
    January -June 2018 .
    Issuer and its contact details
    Name of the Issuer AB Novaturas (hereinafter – ‘the Company’)
    Legal form Public company
    Date of registration 16 December 1999
    Name of the Register of Legal Entities State Enterprise Centre of Registers
    Company code 135567698
    LEI code 097900BGCW 0000042109
    Registered office A. Mickevičiaus str. 27, LT -44245 Kaunas
    Telephone number +370 37 321 264
    Fax number +370 37 321 130
    E-mail address [email protected]
    Internet address www.novaturasgroup.com

    Main activities of the Company
    We are the largest tour operator in the Baltic region, with a strong market position that we have built up over time since 1999.
    Our advantages include a strong position in a developing market, a well -recognized brand, high customer loyalty and very
    good relations with tourism agencies and service providers, thanks to which Novaturas c an provide its customers with a
    diverse and attractively priced offering.
    Our product portfolio includes fully organized summer and winter package holidays as well as sightseeing tours by coach
    and plane to more than 30 destinations world wide, including the most popular holiday resorts in Southern Europe as well as
    select ed locations in North Africa, the Middle East, Asia and Latin America. W e also sell flight tickets and hotel
    accommodations, thanks to which we are able to reach an extensive group of customers with diverse preferences.
    We operate in Lithuania, Latvia and Estonia, where we are the undisputed leader in the organized chartered flights market.
    We also sell our products via external partners on the promising Belarussian market, which offer s opportunities for future
    expansion. Overall, we have a reach of more than 15 million potential customers (some 6.2 million people in Baltic countries
    and about 9.5 millio n in Belarus).
    Our products are available through diversified and complementary distribution channels. We work with over 400 travel
    agencies, including all of the major agencies in the Baltics and more than 60 in Belarus. We have our own sales offices in the
    main cities of Lithuania, Latvia and Estonia. We are also investing in developing our e -commerce channel. Online sales go
    through our customized websites and via the international platform GDS (Global Distribution Systems).
    Our product portfolio is div ersified in terms of types of tours, prices and destinations. This diversification allows us to offer
    products that are adapted to the needs and expectations of diverse customer groups. This lets us maintain a presen ce in
    nearly all market segments and effectively respond to changing customer preferences.
    Flight package tours . Flight package tours are the main part of our offering. The y include holiday trips to p opular summer
    resorts in Europe (in the Mediterranean Sea region), North Africa and Asia , as well as to the most popular European winter
    destinations in Italy, France and Andorra. Customers receive a full range of services, including flights, tran sfer from airport to
    hotel, accommodation, a round -the -clock resident tour guide , and attractions during the stay, including full -day excursions
    during the summer.
    Sightseeing trips by plane . These are long -distance r ound trips by plane , including to Asia and South America , using both
    chartered and regular flights from Vilnius . We provide the flights, accommodations, sightseeing tours by coach and a full -time
    tour guide who stays with the touri sts during the entire trip, providing them with information on the country and the available
    attractions.



    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 20
    Sightseeing trips by coach . These are sightseeing trips to European destinations , including Poland, Germany , France,
    Italy, Austria, Croatia and Greece . The r ound trips by coach are organized from Lithuania. We provide transport by coach,
    accommodations, sightseeing by coach and a tour guide who stays with the tourists during the entire trip.
    Other products . Our other products include flight tickets and hotel bookings online. W e sell these to retail clients as well as
    to other tour operators who are often interested in booking seats on the most popular chartered flight routes.
    Subsidiaries
    Novaturas Group is a holding structure and AB Novaturas is the parent company which conducts operations directly and
    through subsidiaries in their respective markets - Lithuania, Latvia and Estonia.
    Company Country of operations Share of the stock held by the Group
    30 June 2 018
    Novatours SIA Latvia 100 %
    Novatours OÜ Estonia 100 %
    Aviaturas ir Partneriai UAB Lithuania 100 %
    SRL Novatours Holidays* Romania 100 %
    * The activities of the subsidiary in Romania were suspended in 2009 and have not been renewed since that time .
    Data about securities traded on a regulated market
    The Nasdaq Vilnius stock exchange is the home market for the Company’s shares. Since 21 March 201 8, the Company’s
    ordinary shares have been dual -listed on the Nasdaq Vil nius exchange and the Warsaw Stoc k Exchange .
    The symbol of the Company ’s share s is NTU1L on the Nasdaq Vilnius exchange and NTU on the W arsaw Stock Exchange .
    Type of shares Number of shares Nominal value
    (in EUR)
    Total nominal
    value (in EUR)
    Issue code
    Ordinary registered shares 7,807 ,000 0.03 234 ,210 LT0000131872

    Information about related party transactions
    The Company ’s transactions with related parties are disclosed in the Note s to the Financial Statements.
    Risk management
    Credit risk
    The Company's credit risk is relatively low as customers are require d to pay for tour s before the tour s start . Besides that ,
    credit limits are granted to the travel agencies that carry out the majority of sales . The main purpose of the credit limits is to
    ensure timely payments. If a credit limit is exceeded , the Company’s reservation system automatic ally blocks sales.
    The Company do es not guarantee the obligations of other parties. The maximum exposure to credit risk is represented by
    the carrying amount of each financial asset, including derivative financial instruments, if any, in the statemen t of financial
    position. Consequently, the Company consider s that its maximum exposure is reflected by the amount of trade and other
    receivables, net of allowance for doubtful accounts recognized at the statement of financial position.
    Inter est rate risk
    A major portion of the Company’s borrowings is subject to variable rates, tied to EURIBOR, which creates an interest rate
    risk. No financial instruments have been designated to manage the outstanding exposur e to fluctuation in interest rates .
    Foreign exchange risk
    The Company manage s foreign exchange risk by contracting agreements in EUR , and functional currency of the subsidiaries
    in Latvia and Estonia is the EUR.



    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 21
    In December 2010, the Com pany began to use derivative financial instruments to reduce EUR/USD foreign exchange risk
    and fuel price variance risk. These risks are managed through the purchase of foreign exchange forward contracts and ICE
    Brent future s contracts . As of 1 January 2014 , the Group and the Company started to use derivatives for which hedge
    accounting applie s.
    Liquidity management
    The Company’s policy is to maintain sufficient cash and cash equivalents or have available funding through an adequate
    amount of committed credit facilities to meet its commitments at a given date in accordance with its strategic plans. Liquidi ty
    risk is mana ged by planning of the Company’s cash flows.
    Capital management
    The primary objective of the Company’s capital management is to ensure that the Company compl ies with externally
    imposed capital requirements and that the Company maintain s heal thy capital ratios in order to support the business and to
    maximize shareholders’ value . (Capital in the meaning of IAS 1 co nsists of the equity presented in the financial statements .)
    The Company manage its capital structure and make s adjustments to it in the light of changes in economic conditions and
    the risk characteristics of activities. In order t o maintain or adjust the capital structure, the Company may issue new shares,
    adjust the dividend payment to shareholders and /or return capital to shareholders.
    The Company is obliged to maintain equity at no less than 50% of its share capital, as required by the Law on Companies of
    the Republic of Lithuania. External share capi tal requirements regarding the equity -to-asset ratio may also be imposed on
    the Company by banks .
    The Company assess es capital using a ratio of total liabilities and equity. The Company ’s capital includes ordinary shares,
    reserves and retained earnings attributable to the equity shareholders of the parent company.
    Corporate governance
    According to the Company ’s Articles of Association , the governing bodies of the Company are the General Shareholder’s
    Meeting, the Supervisory Council, the Board and the CEO.
    The decisions of the General Meeting made regarding matters for which the General Meeting has competence are binding
    on the shareholders, the Supervisory Council, the Board, the CEO and other officials of the Company. Shareholders of the
    Company who at the end of the date of record of the General Meeting are shareholders of the Company have the right to
    participate in the General Meeting. The date of record of t he General Meeting of Shareholders of the Company is the fifth
    business day prior to the General Meeting or the repeated General Meeting. A person who participat es in a General Meeting
    and ha s the right to vote must present documents that establish his/her identi ty. If the person is not a shareholder , then
    he/she must present a document establishing his/her right to vote at the General Meeting.
    Under the Articles of Association , the Supervisory Council of the Company consists of five members who are elected for a
    term of three years and jointly act as a supervising body of the Company. The Council represents the shareholders, and
    erforms superv ision and control functions. The members of the Council are elected by the General Meeting in keeping with
    the procedure established by the Law on Companies of the Republic of Lithuania. The Chairperson of the Council is elected
    by the Council f rom among its members for a three -year term . The Council institutes two Committees – Audit and
    Remuneration – each composed of t hree members of the Council .
    According to the Articles of Association , the Board of the Company consists of four members who are elected for a term of
    three years and jointly act as the managing body of the Company. The members of the Board are elected by the Supervisory
    Council in keeping with the procedure established by the Law on Companies of the Republic of Lithuania. The Chairperson
    of the Board is elected by the Board from its members for a three -year term .
    The Board , with the prior consent of the Supervisory Council , elect s and recalls the CEO of the Company , sets his /her
    remuneration and other terms of employment , approves his /her office regulations, and encourages and penal izes him /her .
    The CEO is a one -man management body reporting directly to the Board of the Company who , within his /her scope of
    authority, organizes the day -to-day operation s of the Company. Transactions of the Company shall be signed jointly by the
    CEO and any member of the Board. The Work Regulations that are approved by the CEO define the duties and authority of
    CEO and other officers of the Company in more detail .



    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 22
    The Company essentially follows the recommend ed Corporate Governance Code for Companies Listed on the Nasdaq
    Vilnius stock exchange (hereinafter “the Governance Code ”). The Company also abides by the W SE Best Practices for
    companies listed o n the Warsaw Stock Exchange .
    In accordance with the Governance Code, all members of the current Supervisory Council are considered non -executive
    directors and two of the five members of the Council are independent . Both t he members of the Audit Committee and
    members of the Remuneration Committee are elected for three -year term s by the Council . All three members of the current
    Audit Committee have a financial or economic s background, and two of them are independent members of the Council .
    The Company publishes a detailed list of the practices and recom mendations it does not comply with on its website
    www.novaturasgroup.com .
    Shareholders rights
    None of the shareholders of the Company have any special controlling rights. The r ights of all shareholders are equal. As of
    30 June 2018, the number of the Company’s shares that grant vo ting rights during the General Meeting of Shareholders
    amounted to 7,807,000 . One ordinary registered share of the Company gives one vote in the General Meeting of
    Shareholders.
    The Company is not aware of any agreements between shareholders that w oul d limit their ability to exercise their voting
    rights. Lock -up periods for transfer ring shares we re set during the Company ’s IPO: a 180 -day lock -up period for Central
    European Tour Operator S.a.r.l., a 540 -day lock -up for Ugnius Radvila, Vidas Pali ūnas and Rytis Šumakaris, and a 720 -day
    lock -up for Linas Aldonis and Tomas Staškūnas . The lock -up periods start ed on 21 March 2018 which was the first listing
    day of the Company ’s shares on the Nasdaq Vilnius ex change .
    Treasury sto ck
    The Company has no treasury stocks. The Company has never acquired any shares from the management of the Company .
    Dividends
    In 2018 the Board of the Company approved a dividend policy to pay out 70 -80 % of earned net profits as dividends. The
    Company neither announced nor paid dividends during the period January -June 2018 .
    Activities of t he Supervisory Counc il
    During January -June of 2018, two extraordinary meetings of the Supervisory Council wer e held , having been convened as
    per the procedure set out in the Regulation s of the Company’s Supervisory Council for the convocation of extraordinary
    meetings. At all Supervisory Co uncil meetings the legally required quorum was present .
    During its meetings the Supervisory Council elected Sebastian Król as Chairman of Supervisory Council , Vidas Paliūnas as
    both Chairman of the Audit Committee and Chairman of the Remuneration Committee, Franz Leitner and Piotr Nowjalis as
    members of the Audit Committee , and Ugnius Radvila and Piotr Nowjal is as member s of the Remuneration Committee .
    Two open seats on the Supervisory Council were filled by independent members. Franz Leitner and Piotr Nowjalis – both
    independent – were elected to the Supervisory Council at the General Shareholders Meeting held on 7 May 2018.
    No meetings of the Audit Committee or the Remuneration Committee were held in the period through 30 June 2018.
    Information about Supervisory Counci l memb ers’ attendance of meetings through 30 June 2018 (number of attended
    meetings):
    General
    shareholders
    meeting
    Supervisory
    Council meeting
    Meeting of the
    Audit Committee
    Meeting of the
    Remuneration
    Committee
    Total number of
    meet ings
    3 (1 after IPO) 2 - -
    Sebastian Król 3 2
    Ugnius Radvila 3 2



    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 23
    Vidas Pliūnas 3 2
    Franz Leitner - 1
    Piotr Nowjalis - -

    In keeping with the Governance Code for Companies Listed on the Nasdaq Vilnius stock exchange , all current members of
    the Supervisory Council are non -executive directors. Three members of the Supervisory Council represent shareholders of
    AB Novaturas and two members of the Supervisory Council – Franz Leitner and Piotr Nowjalis – are regarded as
    independent members of the Council .
    Members of the Supervisory Counc il as of 30 June 2 018
    Sebastian Król has been working with Enterprise Investors since 2001, currently as partner. He sits on the supervisory
    boards of the fund's portfolio companies. He also serves as director for funds managed by Enterprise Investors. In 2009 -
    2015, he was director at Enterprise Investors Corporation. He graduated from the University of Łódź with a master's degree
    in economics. Directly hold ing no shares , he represents a shareholder ow ning 47.4% of the Company ’s shares.
    Ugnius Radvil a has been working with the Company since its establishment. From 1999 to 2011 he was the manager of its
    Vilnius branch and since 2011 he has been a consultant to the Company. In 1995 -2004 he was also tourism director at
    Interservis Kelionių Agentūra . He graduated from the Vilnius University Faculty of Communication with a master’s degree in
    Communication and Information (International Communication Programme). He h olds 9.49% of the Company ’s shares.
    Vidas Paliūnas participated in the establishment of Novaturas UAB on the basis of a merger of three travel agencies , one of
    which was DELTA Travel Agency where he was the managing director. From 2009 to 2018 he was a member of Novaturas'
    Board and as of February 2018 he has been a member of the Supervisory Council . He obtained an IT degree from Chemnitz
    University of Technology in Germany. He h olds 6.86% of the Company ’s shares.
    Piotr Nowjalis has been involved in financial management for 20 years. He has held managerial and supervisory positions
    at many W arsaw Stock Exchange -listed companies, including CCC ( the largest shoe retailer in CEE), AB ( the largest IT
    distributor in CE E) and Dino Polska ( a food retailer). He holds an Executive MBA degree from Kozminski University in
    Warsaw and is also a graduate of the University of Gdansk ’s Faculty of Economics and Faculty of Law and Administration.
    Franz Leitner has profound knowledge of European travel markets, in particular DACH, CEE and Russia. From 1994 to
    2007 he gained extensive experience serving in executive positions at Thomas Cook/Neckermann and TUI as CEO
    Aust ria/CEE/Russia. Since 2007 he has been providing consulting and transaction advisory services and has held
    supervisory positions for international clients in the travel industry.
    Members of th e Board as of 30 June 2018
    Linas Aldonis has been with Novatura s since 2001 . He began his career as a representative abroad in various countries ,
    later advanc ing through the group’s structure to serve in a vari ety of leading positions and eventually becoming CEO of
    Novat uras Group in 2010. He has a bachelor’s degree in tourism and sports management from the Lithuanian Sports
    University. He h olds 1.50% of the Company ’s shares.
    Tomas Staškūnas has been with Novaturas since 2009 , during which time he has been res ponsible mainly for financial
    reporting, budgeting, relations with financial institutions and organizing the book -keeping process. He has a master's degree
    in finance and banking from the Vytautas Magn um University. He holds 0.75% of the Company ’s shares.
    Birut ė Čepanskienė has been with Novaturas since 2001 . She has been responsible for sales and bookings reservations,
    coordinati ng and centraliz ing these functions on a group level and taking on the role of production director at the e nd of
    2011. She graduated from Vytautas Magnum University with a master's degree in marketing and sales. Prior to that, she
    obtained a bachelor's degree in tourism and hotel management at Kauno Kolegija and comp leted English language and
    literature courses at Nottingham Trent University.
    Audronė Keinytė joined Novaturas in 2006. Initially she was the firm's representative abroad in foreign destinations. In
    2009 -2010, she worked as Head of Foreign Services, and for the past 8 years ( since 2010) she has primarily been in charge
    of the development and purchasing of products. She graduated from the Philosophy Faculty at Vilnius University with a
    master's and a bachelor's degree in sociology. She also gained professional experience working at hotels in Lithuania and
    that USA between 1999 and 2003 .





    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 24
    Personnel
    Average n umber of employees of the Company (headcount) by field of activity:
    6M 2018 6M 2017 Change
    Representatives abroad and guides 72 54 +33 .3%
    Retail perso nnel 42 42 +0.0%
    Office perso nnel 129 12 4 +4. 0%
    Total: 243 215 +1 0.5%

    Figures do not include employees who are on maternity/paternity leave.




    AB Novaturas Consolidated Financial Statements and Interim Report for the Six-Month Period Ended 30 June 2018 25

    Confirmat ion of responsible persons

    In accordance with Article 22 of the Law on Securities of the Republic of Lithuania and the Rules on Information Disclosure
    of the Bank of Lithuania, we, Linas Aldonis , CEO of AB Novaturas , and Tomas Sta škūnas, CFO of AB Novaturas, hereby
    confirm that, to the best of our knowledge, the AB Novaturas Consolidated Interim Report for the Six-Month Period Ended 30
    June 2018 provide s a fair review of the development and performance of the business and the position of the Company ’s
    undertakings in relation to the description of the main risks and contingencies faced there in.

    Linas Aldonis Tomas Staškūnas
    CEO CFO





















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WSZYSTKIE KOMUNIKATY SPÓŁKI
Informacje o spółce
Nazwa:Novaturas AB
ISIN:LT0000131872
NIP:
EKD:
Adres:ul. A. Mickeviciaus 27, 03-152 Kowno, Litwa
Telefon:+37067940030
www:www.novaturasgroup.com
Kalendarium raportów
2021-07-29Raport za II kwartał
2021-10-27Raport za III kwartał
2022-02-08Raport roczny
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