Year- end report 2019

Year- end report 2019

Period January-December 2019

• Book value of fixed assets 8,660 (24,574) TEUR
• Equity amounts to 0,665 (1,145) EUR per share)
• Property holdings amount to 3,816 (10,452) hectares
• Timber volume is estimated to 332,000 (1,015.000) cubic meters
• Net sales 25.8 (1,197.9) TEUR
• Operating profit -937.3 (617.8) TEUR
• Change in value, forest 1,312.9 (1,913.9) TEUR
• Net profit 10,788.9 (2,424.2) TEUR

Period October-December 2019

• Net sales 10.1 (490.3) TEUR
• Operating profit -130.7 (312.5) TEUR
• Change in value, forest 1,312.9 (107.8) TEUR
• Net profit 1,265.5 (403.7) TEUR

(Parentheses data refer to the corresponding period last year)

Latvian Forest Company

Latvian Forest Company AB (publ) is a Swedish listed company that acquires and manages forest properties, preferably but not exclusively in Latvia. The starting point is the belief that forests are a safe investment and that forestry is a stable and value-creating business.

In addition to the fact that forests are a sought-after asset that grows by its own power, the main grounds for the business consist of: (1) value creation for shareholders through active forest management, (2) value creation by consolidating a larger holding of real estate; and (3) the belief in a general increase in price levels for Latvian forest and agricultural properties.

The expansion is financed by new share issues in stages as properties are acquired and the business is developing. Through Latvian Forest being a partner in most properties, shareholders receive a good risk diversification.

Prices of Latvian forest properties are currently significantly lower than in the EU and in Sweden. On the other hand, the price of timber product is in many cases in line with what can be obtained on the common timber and pulpwood markets around the Baltic Sea. This creates the opportunity for profitable forestry and a good future return at low risk. Most indicators suggest that the conditions will remain favorable for investments in Latvian forest properties.

Latvian Forest Company AB has euro as accounting currency and all reporting takes place in euro. Trading in the share at Spotlight Stock Market takes place in Swedish kronor.

Status and property ownership

Sales to SCA and dividend to shareholders in 2019

On March 27, 2019, the decision was made at an Extraordinary General Meeting to approve the sale of all shares in the subsidiaries SIA Latvijas Mezu Kompanija and Baltic Forest IV SIA. The buyer was SCA Mezs Latvija, a wholly owned subsidiary of Svenska Cellulosa Aktiebolaget SCA, which took over the shares on April 8, 2019.

At the time of the sale the holdings totaled 10,614 hectares, of which 8. 060 hectares of forest, 1,943 hectares of agricultural land and 611 hectares of other land. At the same time, the total growing stock was estimated at approximately 1,015,000 cubic meters after felling, purchases and sales of property. According to the proforma balance sheet, the purchase price for the shares in SIA Latvijas Mezu Kompanija and Baltic Forest IV, SIA amounted to MEUR 16.7, corresponding to the value of the subsidiaries’ forest and agricultural properties, MEUR 26.2, minus the cost of M&A insurance, MEUR 9.5 paid for outstanding shareholder loans under a special agreement, and adjusted with net operating capital 92 TEUR.

This sale was in line with Latvian Forest’s strategy. Individual properties usually have a lower price than larger property portfolios and/or total holdings. The larger holdings are usually more attractive to larger forest companies, investors or institutional capital in various forms, such as pension funds. Latvian Forest has an integral part of its strategy to create holdings that may be of interest to these actors.

On June 27, the Annual General Meeting decided to pay dividends to shareholders with EUR 0.54 per share [approximately SEK 5.7 per share] on July 4, 2019. The total amount was EUR 11,075,973.

The business does not need to achieve a certain size

As the business is structured and the strategy is formulated, property holdings in Latvian Forest do not need to achieve a given volume. The holding that exists today is considered enough to be able to generate revenue over time in order to cover the costs of the current expansion-oriented organization. The goal is a continued expansion until it is no longer considered beneficial for existing and new shareholders to continue with an acquisition-driven expansion.

On July 30, 2019, Latvian Forest signed a letter of intent on the acquisition of 2,232 hectares of forest and agricultural land in Latvia. On August 19, Latvian Forest established a Latvian subsidiary (SIA “Baltijas Mezu Investicijas)” with the intention of acquiring forest properties in Latvia – a deal completed on November 12. Since then, investments in forest properties have been made continuously and the holdings at the end of the period amounted to a total of 3, 816 (10,452) hectares. Of these, 2,074 (7,608) hectares were forest and 1,292 (1,908) hectares of agricultural land and 449 (936) hectares of other land. At the same time, the total growing stock was estimated at about 332,000 (1,015,000) cubic meters after felling and purchases and sales of property. All these properties have been acquired during the period Oct-Dec. The immediately fellable volume of timber corresponds to 90,000 cubic meters. The average acquisition price was approximately EUR 20 per cubic meter in 2019. The average price per acquired hectare was about 1,834 EUR.

Latvian Forest Company has rented out productive agricultural land equivalent to 764.4 hectares to local farmers with an annual income equivalent to 60,000 EUR. The company plans to convert about 500 hectares of farmland and other land into woodland. In most cases, it is land that has already been naturally afforested and thus only needs administrative and/or minimal forestry to be processed into woodland. Latvian Forest Company has not carried out any felling or clearances in the fourth quarter. On the other hand, the company management, together with hired forest managers, has formulated the necessary forest management goals for 2020. Among other things, Latvian Forest plans to carry out felling equivalent to 25,000 cubic meters during favorable conditions on the timber market.

Turnover and earnings

Net sales for the year amounted to 25.8 (1,197.9) TEUR. Revenue is mainly attributable to lease income from agricultural land for the second half of 2019.

Changes in value in forest amounted to a total of 1,312.9 (1,913.9) TEUR and relates to the difference between the book value and the estimated fair value. The result from the sale of shares was 10,803.5 TEUR. The result for the year was 10,788.9 (2,424.2) TEUR.

Earnings for the last quarter amounted to 1,265.5 (403.7) TEUR.

Fair value of forest assets

The estimated fair value of forest resources amounted to a total of 3,155 (16,472) TEUR. The increase in value can mainly be attributed to the average long-term price level of saw logs and pulpwood. Fair value of growing forests has been calculated on the assets that existed in the company as of December 31, 2019. The value is calculated by discounting a 100-year series of estimated felling volumes/sales revenue and forest management costs at a discount rate of 7.25 % (7.25 %). The average net income from the sale of root items may be calculated as EUR 23 per cubic meter.

Conciliation with former Chairman of the Board

The Annual General Meeting decided to approve conciliation reached with Latvian Forest’s former Chairman Ted Alvenius. In conclusion, the settlement means that Ted Alvenius is releasing his claims against Latvian Forest of more than 464 TEUR, plus interest, in respect of alleged entitlement under bonus agreements, against Latvian Forest paying 238,000 TEUR (2,500,000 SEK excl. VAT). Jan Edward Alvenius, who represented Helena Bengtsson by proxy, abstained in connection with this decision.

Other

External costs consist largely of other purchased services related to forestry, such as consultancy services relating to accounting, auditing, legal advice, as well as travel, rent, transport etc. Since the beginning of 2017, compensation for the CEO has also been included in other external costs. Variable costs for purchasing commissions and more have been recorded to some extent as part of the acquisition cost of the individual properties and in these cases do not burden the result. Other variable allowances for, among other things, management and clearing are recorded as raw materials and supplies.

Financing

Following comments from a probe among shareholders and potential investors, the Board of Directors has decided that future financing in the form of rights issues will primarily take place within the framework of rights issues. This does not prevent targeted issues from being carried out, for example when acquiring property portfolios or in specific situations where a directed issue may be required (see section “Significant events after period of the period”).

Equity and valuation

In connection with the transition to IFRS, it was decided to no longer publish an estimated net asset value on an ongoing basis, but instead to account for equity per share. The difference is mainly that net asset value also considers estimated excess values on the soil. By contrast, according to IFRS, only the forest assets are recognized at an estimated fair value. Equity per share at the end of the period was EUR 0.665 (1.145) per share.

Shares

At the end of the period, the share capital amounted to EUR 2,297,307 divided into 80,000 Class A shares and 20,431,061 Class B shares. Class A shares represent ten votes and Class B shares one vote each. Each share represents EUR 0.112 (SEK 1.0) in share capital. According to the latest data, the five largest shareholders in terms of voting control approximately 50 % of the capital of Latvian Forest.

Timber and forest property market

The Latvian Ministry of Agriculture publishes an annual information sheet on the Latvian forest industry. In short, Latvia has 3,412 million hectares of woodland, which represents 53 % of the entire country’s area. The forest industry represents 5.1 % of Latvia’s GNP and as much as 21 % of the country’s annual exports. The total timber volume corresponds to 682 million cubic meters, which is almost four times more forest than it was in 1935 or 1.6 times more than in 1988. The dominant wood in privately owned forests is birch (37 %), pine (22 %) spruce (15 %). In state-owned forests, pine dominates by 47 %. The distribution between private and state ownership of forest land is distributed equally between the State (49 %) and the private forest owners (51 %).

According to the report, 70,000 hectares are cleared each year and about 14,000 hectares new forest is planted. An important parameter that has become particularly topical in recent years is that Latvian forests ties up 700,000 million tons of carbon dioxide. In comparison, one can mention that a flight from Riga to Frankfurt with Lufthansa emits 0.183 tons of carbon dioxide.

In 2019, wood prices have fallen significantly as a result of a decrease in demand and ample supply from Central Europe caused by storm-felled trees. In Germany, for example, prices for timber decreased by as much as 17 %. On the Latvian timber market, timber prices decreased by 11-14 % in 2019 compared to previous year.

The interest among investors in forest assets in Latvia has been at a record high in 2019. However, the management of Latvian Forest assesses the market for the acquisition of individual properties and property portfolios as still favorable. There are several sources for Latvian Forest to purchase properties with favorable qualities:

• Many of the local logging companies have suffered liquidity shortages. This may lead to an increased need to divest property holdings of felled forests in order to free up funds for the acquisition of new properties.
• Liquidity shortages also affect individuals who, in a situation with lower wood prices, have started selling properties instead of carrying out the felling themselves.
• There is a planned administrative reform with the intention of merging the country’s smaller municipalities into larger administrative units. This is expected to result in most Latvian municipalities selling out their property holdings before the merger.

In addition to the above factors, we note that some of the smaller Scandinavian forest owners are probing the possibility of selling their property holdings for various reasons. Two of the main reasons for sales are (1) increasing administrative operating costs related to forest ownership in the foreign market and (2) a generational change in which the new generation no longer wants to invest in owning foreign forests as an asset class. Latvian Forest may acquire such assets by paying in part with cash and partly by issuing new shares.

Significant events after period of the period

Property holdings at the time of this report amount to 3,917 (10,388) hectares. Further, the company has signed a purchase agreement with a local agricultural and energy company to acquire 410 hectares of woodland with 48,000 cubic meters of timber volume. The deal is scheduled to be completed during the first six months after the company completed the allotment of agricultural land. The company has paid 119.8 TEUR in advance deposit.

Dispute with Fredrik Zetterström

The company’s former CEO, Fredrik Zetterström has, as mentioned earlier, initiated arbitration and demanded compensation with 378.105 EUR and interest from Latvian Forest Company based on a profit-sharing agreement. Latvian Forest has denied the requirement in its entirety. The dispute will be tried by an arbitration panel, likely in March 2020.

Transactions with related parties

The parent company has taken out management fee of 15,6 TEUR for 2019 from the two subsidiaries.

Next report

The interim report for the period Jan-Mar 2020 is scheduled to be published on May 24, 2020.

Dividend

The Board of Directors and the CEO propose that no dividend be paid for the financial year 2019.

Annual Report and Annual General Meeting

The Annual Report for the financial year 2019 is scheduled to be published in the usual way by the end of May or early June 2020. The annual report will be available at the company’s office and website and will be available on Spotlight stock markets website. The Annual General Meeting is scheduled to be held in Stockholm in June 2020. The date of publication of the Annual Report and the time and place of the Annual General Meeting will be presented as soon as possible but no later than in connection with the notice of the Annual General Meeting.

Accounting principles

The year-end report has been prepared for the Group in accordance with IAS 34 Interim Reporting and the Annual Accounts Act. For the parent company, the interim report has been prepared in accordance with the Annual Accounts Act, which is in accordance with the provisions of RFR 2 Accounting for legal persons. The parent company’s and the Group’s accounting policies for the report remain unchanged compared to the year-end report for 2015, when IFRS was applied for the first time. Amounts are given in TEUR unless otherwise stated.

Fair value of growing forests has been calculated on the assets that existed in the company as of December 31, 2019. The value is calculated by discounting a 100-year series of estimated felling volumes/sales revenue and forest management costs at an interest rate of 7.25 % (7.25 %). In addition, assumptions are made about price and cost development and inflation. See also the company’s annual report for 2018, note 12.

For a description of risks, uncertainties and risk management, please refer to the company’s annual report for 2018, Note 18.

About this report

This report has not been subject to special examination by the company’s auditor.

Stockholm, 2020-02-20

Board

For further information contact

Aleksandrs Tralmaks, CEO

[email protected]

Or visit our website: www.latvianforest.se