OREANDA-NEWS. February 25, 2016. Baltika will end operating Russian retail market and will at the same time sell Russian subsidiaries for approximately 400,000 euros to a partner with whom a five-year franchise agreement will be signed to continue selling Baltika’s brands and operating stores in Russian market.

In 2015 fourth quarter Baltika revalued all the Russian market assets down to prepare for Baltika's Russian entities sales transaction. At the end of year 2015 Baltika made in total 4,645 thousand euros non-cash write-offs recorded in profit and loss statement and non-cash profit in other comprehensive income was 2,969 thousand euros. Due to above-mentioned transactions Baltika’s balance and equity decreased in amount of 1,676 thousand euros.

Sales transaction

Due to Russian macroeconomic situation and weak rouble rate Baltika has been working on managing Russian market risks. From the beginning of 2015 Baltika has decreased share of Russian retail system as planned, by closing non-profitable stores and by decreasing market general costs. While at the beginning of the last year Baltika had 15 retail shops in Russian market, then as of today the number of shops have been decreased to 8.

Reorganized retail system in Russia and positive Ukraine franchise operating experience enables Baltika to broaden cooperating with Ukrainian line partner and use the same model in Russia. On 22 February 2016 Baltika signed an agreement with Ellipse Group to sell 100% of shares of Russia’s retail operating company OOO Olivia that owns subsidiaries OOO Stelsing and OOO Plazma (hereinafter RU).

RU entities operate retail stores that represent Baltika’s brands Monton and Mosaic in Russia (6 stores in St. Petersburg, 1 in Kazan and 1 in Kaliningrad).

Ellipse Group is the company that bought Ukrainian retail system, the owner of the company is Boriss Loifenfeld.

Sales price and the payment schedule

Ellipse Group will buy 100% of Baltika RU companies. The price received for the RU entities is approximately 400 000 euros and it is structured as follows: entities shares sales price is 115 euros and in addition about 400 thousand euros receivable will remain from RU entities. Amount will be specified on 1 March 2016 according to the amount of inventories and other current assets; payment schedule is agreed for 5 years, but it will depend on RU entities financial results.

Though the receivable is secured with movables pledge on RU assets, its collectability depends on the development of the Russian economy and improvements in the entity’s operating results, thus based on conservatism Baltika will leave allowance reserve on the receivable from sale.

RU entities financial results, contracts and Board members

RU entities have not taken loans from third parties. Baltika has goods sale-purchase agreements with OOO Stelsing and OOO Plazma, which will remain valid under the terms and conditions of franchise agreement signed on 22 of February.

In accordance with Nasdaq Tallinn Exchange Rules and Regulations the issuer has to disclose material (over 10% from sales) subsidiary financial results for previous three financial years and last two years audited results. Russian subsidiaries have been audited in line with Group audit and therefore audited results cannot be disclosed. Therefore, Baltika will disclose RU entities consolidated unaudited profit and loss statement and statement of financial position (attached). After the end of last financial year only one change has occurred when one additional store was closed in line with plans.

From Group results Baltika RU companies’ retail economic results in last three years are as followed:

in thousand euros 2013 2014 2015
Revenue          8,917            7,730         4,492  
Net loss -307   -104   -870  
Write-offs related to sale                -                    -     -4,645  
Dividend                 -                     -                  -    
RU revenue from Baltika Group revenue (with discontinued operations) 15% 14% 8%

The registered director of OOO Olivia is Larissa Kafka, OOO Stelsing director is Tatjana Zomareva and in OOO Plazma the registered director is Natalia Abdrashitova.

AS Baltika confirms that OOO Olivia, OOO Stelsing and OOO Plazma have no court or arbitration proceedings which may have a significant effect on the business activity.

AS Baltika confirms that the above-mentioned transaction cannot be treated as a transaction with a related party and the members of the Supervisory and Management Boards of AS Baltika do not have any other personal interest in the transaction.

Signing franchise agreement

Ellipse Group with RU companies will continue to cooperate with Baltika as franchise partner and on 22 February cooperation agreement was signed for the next five years.

Exit from Russian retail market allows to focus entirely on profit making Baltic retail markets and developing other sales channels (wholesale, franchise and e-com).

Impact to Baltika’s profit and loss statement and balance from selling Russian subsidiaries

In 2015 fourth quarter Baltika revalued all the Russian market assets down to prepare for RU companies sales transaction. On Baltika’s consolidated balance, all the Russian current and non-current assets in the amount of 791 thousand euros have been revalued down as at 31 December 2015. In addition to assets Baltika revalued down Russian entities goodwill in the amount of 885 thousand euros and expensed Russian market related currency differences in the amount of 2,969 thousand euros.

At the end of year 2015 Baltika made in total 4,645 thousand euros non-cash write-offs recorded in profit and loss statement and non-cash profit in other comprehensive income was 2,969 thousand euros. Due to above-mentioned transactions Baltika’s total assets and equity decreased in amount of 1,676 thousand euros.