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City Service SE — Audit Report / Information 2010
Apr 29, 2011
5564_rns_2011-04-29_05e9bfce-9425-4b4f-9e14-acaf8125a595.pdf
Audit Report / Information
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AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010,
prepared in accordance with International Financial Reporting Standards,
as adopted by the European Union,
presented together with Independent Auditors' report
ERNST & YOUNG
UAB „Ernst & Young Baltic“
Subačiaus g. 7
LT-01302 Vilnius
Lietuva
Tel.: (8 5) 274 2200
Faks.: (8 5) 274 2333
[email protected]
www.ey.com/lt
Juridinio asmens kodas 110878442
PVM mokėtojo kodas LT108784411
Juridinių asmenų registras
Ernst & Young Baltic UAB
Subačiaus St. 7
LT-01302 Vilnius
Lithuania
Tel.: +370 5 274 2200
Fax: +370 5 274 2333
[email protected]
www.ey.com/lt
Code of legal entity 110878442
VAT payer code LT108784411
Register of Legal Entities
Independent auditors’ report to the shareholders of AB City Service
Report on the Financial Statements
We have audited the accompanying financial statements of AB City Service, a public limited liability company registered in the Republic of Lithuania (hereinafter “the Company”), and the consolidated financial statements of AB City Service and its subsidiaries (hereinafter the Group), which comprise the statements of financial position as at 31 December 2010, the statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes (comprising a summary of significant accounting policies and other explanatory information).
Management’s Responsibility for the Financial Statements
The Company’s management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing as set forth by the International Federation of Accountants. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of AB City Service and the Group as at 31 December 2010, and their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.
Report on Other Legal and Regulatory Requirements
Furthermore, we have read the accompanying consolidated Management Annual Report for the year ended 31 December 2010 and have not noted any material inconsistencies between the financial information included in it and the financial statements for the year ended 31 December 2010.
UAB ERNST & YOUNG BALTIC
Audit company’s licence No. 001335
Jonas Akerlis
Auditor’s licence
No. 000003
President
Asta Štreinikienė
Auditor’s licence
No. 000382
The audit was completed on 5 April 2011.
AB CITY SERVICE, company code 123905633, Konstitucijos Ave. 7, Vilnius, Lithuania
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
Statements of financial position
| Notes | Group | Company | |||
|---|---|---|---|---|---|
| As of 31 December 2010 | As of 31 December 2009 | As of 31 December 2010 | As of 31 December 2009 | ||
| ASSETS | |||||
| A. Non-current assets | |||||
| I. Intangible assets | |||||
| I.1. Goodwill | 4 | 63,715 | 37,784 | - | - |
| I.2. Other intangible assets | 5 | 74,658 | 56,012 | 784 | 37 |
| Total intangible assets | 138,373 | 93,796 | 784 | 37 | |
| II. Property, plant and equipment | 7 | ||||
| II.1. Buildings | 21,050 | 21,154 | - | - | |
| II.2. Vehicles | 15,943 | 3,664 | 1,590 | 1,369 | |
| II.3. Other property, plant and equipment | 9,254 | 1,869 | 1,168 | 1,129 | |
| II.4. Construction in progress | 1,567 | 544 | 242 | 544 | |
| Total property, plant and equipment | 47,814 | 27,231 | 3,000 | 3,042 | |
| III. Investment property | 6 | 589 | 609 | - | - |
| IV. Non-current financial assets | |||||
| IV.1. Investments into subsidiaries | 8 | - | - | 127,774 | 45,419 |
| IV.2. Investments into associates | 1 | 386 | 351 | 220 | 220 |
| IV.3. Non-current receivables | 11, 13 | 3,612 | 2,748 | 744 | 29 |
| IV.4. Other financial assets | 5 | - | - | - | |
| Total non-current financial assets | 4,003 | 3,099 | 128,738 | 45,668 | |
| V. Deferred income tax asset | 27 | 7,025 | 2,630 | 560 | 650 |
| Total non-current assets | 197,804 | 127,365 | 133,082 | 49,397 | |
| B. Current assets | |||||
| I. Inventories and prepayments | |||||
| I.1. Inventories | 9 | 3,186 | 3,909 | 529 | 322 |
| I.2. Prepayments | 10 | 11,125 | 13,991 | 243 | 146 |
| Total inventories and prepayments | 14,311 | 17,900 | 772 | 468 | |
| II. Accounts receivable | |||||
| II.1. Trade receivables | 11 | 95,483 | 73,913 | 38,335 | 32,092 |
| II.2. Receivables from related parties (including loans granted) | 32 | 6,445 | 5,065 | 36,605 | 53,476 |
| II.3. Other receivables | 12 | 14,615 | 2,093 | 9,768 | 843 |
| Total accounts receivable | 116,543 | 81,071 | 84,708 | 86,411 | |
| III. Prepaid income tax | 460 | 1,142 | 460 | 151 | |
| IV. Other current assets | 139 | 2,679 | 95 | - | |
| V. Cash and cash equivalents | 13 | 17,435 | 5,510 | 296 | 425 |
| Total current assets | 148,888 | 108,302 | 86,331 | 87,455 | |
| Total assets | 346,692 | 235,667 | 219,413 | 136,852 |
(cont'd on the next page)
The accompanying notes are an integral part of these financial statements.
AB CITY SERVICE, company code 123905633, Konstitucijos Ave. 7, Vilnius, Lithuania
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
Statements of financial position (cont'd)
| Notes | Group | Company | |||
|---|---|---|---|---|---|
| As of 31 December 2010 | As of 31 December 2009 | As of 31 December 2010 | As of 31 December 2009 | ||
| EQUITY AND LIABILITIES | |||||
| C. Equity | |||||
| I. Share capital | 1 | 31,610 | 19,110 | 31,610 | 19,110 |
| II. Share premium | 14 | 73,830 | 23,456 | 73,830 | 23,456 |
| III. Legal reserve | 14 | 2,455 | 1,922 | 2,444 | 1,911 |
| IV. Other reserves | 14 | 6,000 | 6,000 | 6,000 | 6,000 |
| V. Foreign currency translation reserve | 2.2. | (1,712) | (491) | - | - |
| VI. Retained earnings | 43,346 | 21,631 | 29,604 | 17,774 | |
| Equity attributable to equity holders of the parent | 155,529 | 71,628 | 143,488 | 68,251 | |
| Non-controlling interests | 1,396 | 851 | - | - | |
| Total equity | 156,925 | 72,479 | 143,488 | 68,251 | |
| D. Liabilities | |||||
| I. Non-current liabilities | |||||
| I.1. Non-current borrowings | 15 | 21,877 | 21,649 | 20,659 | 21,649 |
| I.2. Financial lease obligations | 16 | 5,454 | 229 | 450 | 131 |
| I.3. Deferred income tax liability | 27 | 14,221 | 12,050 | - | - |
| I.4. Non-current employee benefits | 18 | 724 | 460 | 312 | 226 |
| I.5. Non-current payables | 48 | 252 | - | - | |
| Total non-current liabilities | 42,324 | 34,640 | 21,421 | 22,006 | |
| II. Current liabilities | |||||
| II.1. Current loans | 15 | 10,853 | 6,303 | 14,418 | 9,317 |
| II.2. Current portion of non-current borrowings | 15 | 7,116 | 7,116 | 7,116 | 7,116 |
| II.3. Current portion of financial lease obligations | 16 | 3,662 | 486 | 285 | 265 |
| II.4. Trade payables | 19 | 70,768 | 72,555 | 301 | 8,911 |
| II.5. Payables to related parties | 32 | 22,017 | 12,447 | 22,542 | 12,130 |
| II.6. Advances received | 20 | 13,703 | 11,570 | 4,667 | 4,114 |
| II.7. Income tax payable | 1,555 | 1,658 | - | - | |
| II.8. Other current liabilities | 19, 21 | 17,769 | 16,413 | 5,175 | 4,742 |
| Total current liabilities | 147,443 | 128,548 | 54,504 | 46,595 | |
| Total equity and liabilities | 346,692 | 235,667 | 219,413 | 136,852 |
The accompanying notes are an integral part of these financial statements.
| General Manager | Žilvinas Lapinskas | 5 April 2011 | |
|---|---|---|---|
| Finance Director | Jonas Janukėnas | 5 April 2011 |
AB CITY SERVICE, company code 123905633, Konstitucijos Ave. 7, Vilnius, Lithuania
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
Statements of comprehensive income
| Notes | Group | Company | ||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |||
| I. | Sales | 3, 22 | 541,846 | 374,495 | 118,151 | 124,570 |
| II. | Cost of sales | 23 | (450,557) | (308,753) | (86,819) | (101,065) |
| III. | Gross profit | 91,289 | 65,742 | 31,332 | 23,505 | |
| IV. | General and administrative expenses | 24 | (69,874) | (45,546) | (16,544) | (15,878) |
| V. | Other operating income | 25 | 7,447 | 3,055 | 550 | 563 |
| VI. | Other operating expenses | 25 | (4,138) | (2,663) | (522) | (516) |
| VII. | Profit from operations | 24,724 | 20,588 | 14,816 | 7,674 | |
| VIII. | Finance income | 26 | 2,353 | 890 | 3,942 | 7,095 |
| IX. | Finance expenses | 26 | (1,841) | (4,493) | (1,509) | (2,248) |
| X. | Share of profit of associates | 38 | 40 | - | - | |
| XI. | Profit before tax | 25,274 | 17,025 | 17,249 | 12,521 | |
| XII. | Income tax | 27 | 196 | (1,732) | (2,199) | (1,856) |
| XIII. | Net profit | 25,470 | 15,293 | 15,050 | 10,665 | |
| Other comprehensive income | ||||||
| XIV. | Exchange differences on translation of foreign operations | (1,511) | 153 | - | - | |
| Total comprehensive income for the year, net of tax | 23,959 | 15,446 | 15,050 | 10,665 | ||
| Profit attributable to: | ||||||
| XV. | The shareholders of the Company | 24,935 | 14,446 | 15,050 | 10,665 | |
| XVI. | Non-controlling interests | 535 | 847 | - | - | |
| 25,470 | 15,293 | 15,050 | 10,665 | |||
| Total comprehensive income attributable to: | ||||||
| XVII. | The shareholders of the Company | 23,714 | 15,440 | 15,050 | 10,665 | |
| XVIII. | Non-controlling interests | 245 | 6 | - | - | |
| 23,959 | 15,446 | 15,050 | 10,665 | |||
| Basic and diluted earnings per share (LTL) | 28 | 0.80 | 0.76 |
The accompanying notes are an integral part of these financial statements.
| General Manager | Žilvinas Lapinskas | 5 April 2011 |
|---|---|---|
| Finance Director | Jonas Janukėnas | 5 April 2011 |
AB CITY SERVICE, company code 123905633, Konstitucijos Ave. 7, Vilnius, Lithuania
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
Statements of changes in equity
| Group | Notes | Equity attributable to equity holders of the Company | Non-controlling interest | Total | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Legal reserve | Foreign currency translation reserve | Other reserves | Retained earnings | Subtotal | ||||
| Balance as of 1 January 2009 | 19,110 | 23,456 | 1,586 | (644) | - | 15,483 | 58,991 | 266 | 59,257 | |
| Net profit for the year | - | - | - | - | - | 14,446 | 14,446 | 847 | 15,293 | |
| Other comprehensive income | - | - | - | 153 | - | - | 153 | - | 153 | |
| Total comprehensive income | - | - | - | 153 | - | 14,446 | 14,599 | 847 | 15,446 | |
| Transfer to reserves | - | - | 336 | - | 6,000 | (6,336) | - | - | - | |
| Dividends declared | 29 | - | - | - | - | - | (2,102) | (2,102) | - | (2,102) |
| Acquisition of non-controlling interest | - | - | - | - | - | 140 | 140 | (262) | (122) | |
| Balance as of 31 December 2009 | 19,110 | 23,456 | 1,922 | (491) | 6,000 | 21,631 | 71,628 | 851 | 72,479 | |
| Net profit for the year | - | - | - | - | - | 24,935 | 24,935 | 535 | 25,470 | |
| Other comprehensive income | - | - | - | (1,221) | - | - | (1,221) | (290) | (1,511) | |
| Total comprehensive income | - | - | - | (1,221) | - | 24,935 | 23,714 | 245 | 23,959 | |
| Increase of share capital | 1 | 12,500 | 50,374 | - | - | - | - | 62,874 | - | 62,874 |
| Transfer to legal reserve | - | - | 533 | - | - | (533) | - | - | - | |
| Dividends declared | 29 | - | - | - | - | - | (2,687) | (2,687) | (5) | (2,692) |
| Acquisition of subsidiary | 1 | - | - | - | - | - | - | - | 25 | 25 |
| Disposal of subsidiary | 1 | - | - | - | - | - | - | - | 280 | 280 |
| Balance as of 31 December 2010 | 31,610 | 73,830 | 2,455 | (1,712) | 6,000 | 43,346 | 155,529 | 1,396 | 156,925 |
(cont'd on the next page)
The accompanying notes are an integral part of these financial statements.
AB CITY SERVICE, company code 123905633, Konstitucijos Ave. 7, Vilnius, Lithuania
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
Statements of changes in equity (cont'd)
| Company | Notes | Share capital | Share premium | Legal reserve | Other reserves | Retained earnings | Total |
|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2009 | 19,110 | 23,456 | 1,575 | - | 15,547 | 59,688 | |
| Net profit for the year | - | - | - | - | 10,665 | 10,665 | |
| Total comprehensive income | - | - | - | - | 10,665 | 10,665 | |
| Transfer to legal reserve | - | - | 336 | 6,000 | (6,336) | - | |
| Dividends declared | - | - | - | - | (2,102) | (2,102) | |
| Balance as of 31 December 2009 | 19,110 | 23,456 | 1,911 | 6,000 | 17,774 | 68,251 | |
| Net profit for the year | - | - | - | - | 15,050 | 15,050 | |
| Total comprehensive income | - | - | - | - | 15,050 | 15,050 | |
| Increase in share capital | 1 | 12,500 | 50,374 | - | - | - | 62,874 |
| Transfer to legal reserve | - | - | 533 | - | (533) | - | |
| Dividends declared | 29 | - | - | - | - | (2,687) | (2,687) |
| Balance as of 31 December 2010 | 31,610 | 73,830 | 2,444 | 6,000 | 29,604 | 143,488 |
The accompanying notes are an integral part of these financial statements.
| General Manager | Žilvinas Lapinskas | 5 April 2011 |
|---|---|---|
| Finance Director | Jonas Janukėnas | 5 April 2011 |
AB CITY SERVICE, company code 123905633, Konstitucijos Ave. 7, Vilnius, Lithuania
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
Statements of cash flows
| Notes | Group | Company | |||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| I. Cash flows from (to) operating activities | |||||
| I.1. Net profit | 25,470 | 15,293 | 15,050 | 10,665 | |
| Adjustments for non-cash items: | |||||
| I.2. Income tax expenses | (196) | 1,732 | 2,199 | 1,856 | |
| I.3. Depreciation and amortisation | 5, 6, 7 | 10,979 | 4,492 | 1,185 | 1,133 |
| I.4. Impairment of accounts receivable and write-off of accounts receivable | 11 | 11,359 | 6,743 | 74 | 882 |
| I.5. Allowance for inventories | 9 | - | 39 | - | - |
| I.6. Loss (gain) on disposal of property, plant and equipment | 25 | (556) | (46) | 84 | (4) |
| I.7. Discounting effect of long-term trade receivables | (52) | 240 | - | - | |
| I.8. Dividend (income) | 26 | - | - | (1,930) | (5,225) |
| I.9. Profit from sale of investments | 26 | (346) | (426) | (287) | - |
| I.10. Impairment of investments | 8 | - | - | - | 835 |
| I.11. Interest (income) | 26 | (687) | (215) | (1,683) | (1,768) |
| I.12. Interest expenses | 26 | 1,611 | 2,796 | 1,379 | 1,179 |
| I.13. Share of net profit of associate | (38) | (40) | - | - | |
| 47,544 | 30,696 | 16,071 | 9,553 | ||
| Changes in working capital: | |||||
| I.14. Decrease (increase) in inventories | 1,099 | 3,683 | (207) | 780 | |
| I.15. (Increase) decrease in trade receivables, receivables from related parties, other receivables and other current assets | (26,530) | (16,732) | 2,273 | (30,079) | |
| I.16. Decrease (increase) in prepayments | 1,060 | (6,719) | (97) | 4,470 | |
| I.17. Increase in trade payables and payables to related parties | 11,966 | 15,386 | 1,888 | 20,345 | |
| I.18. Income tax (paid) | (4,288) | (4,940) | (2,418) | (2,189) | |
| I.19. (Decrease) increase in advances received and other current liabilities | (402) | (4,917) | 986 | 8,684 | |
| Net cash flows from (to) operating activities | 30,449 | 16,457 | 18,496 | 11,564 | |
| II. Cash flows from (to) investing activities | |||||
| II.1. (Acquisition) of non-current assets | 5, 6, 7 | (5,878) | (1,830) | (2,121) | (1,378) |
| II.2. Proceeds from sale of non-current assets | 1,658 | - | 748 | 38 | |
| II.3. (Acquisition) of investments in subsidiaries (net of cash acquired in the Group) and associates | 4, 8 | (11,320) | (24,194) | (8,160) | (11,159) |
| II.4. Disposal of investments in subsidiaries | 1 | (916) | 7,812 | 3,413 | - |
| II.5. Dividends received | - | - | 1,930 | 5,225 | |
| II.6. Interest received | 26 | 52 | 135 | 592 | 135 |
| II.7. Loans repaid | - | - | 36 | - | |
| II.7. Loans (granted) | 32 | (8,705) | - | (30,576) | (18,531) |
| Net cash flows (to) investing activities | (25,109) | (18,077) | (34,138) | (25,670) |
(cont'd on the next page)
The accompanying notes are an integral part of these financial statements.
AB CITY SERVICE, company code 123905633, Konstitucijos Ave. 7, Vilnius, Lithuania
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
Statements of cash flows (cont'd)
| Note | Group | Company | |||
|---|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | ||
| III. Cash flows from (to) financing activities | |||||
| III.1. Dividends (paid) | (2,692) | (639) | (2,687) | (639) | |
| III.2. Contributions from shareholders | 1 | 15,729 | - | 15,729 | - |
| III.3. Proceeds from loans | 15 | 13,272 | 24,332 | 7,916 | 20,606 |
| III.4. Loans (repaid) | 15 | (9,417) | (18,254) | (3,804) | (4,600) |
| III.5. Interest (paid) | (1,229) | (2,810) | (1,376) | (859) | |
| III.6. Financial lease (payments) | 16 | (9,078) | (885) | (265) | (590) |
| Net cash flows from financial activities | 6,585 | 1,744 | 15,513 | 13,918 | |
| IV. Net increase (decrease) in cash and cash equivalents | 11,925 | 124 | (129) | (188) | |
| V. Cash and cash equivalents at the beginning of the year | 5,510 | 5,386 | 425 | 613 | |
| VI. Cash and cash equivalents at the end of the year | 17,435 | 5,510 | 296 | 425 | |
| Supplemental information of cash flows: | |||||
| Non-cash investing activity: | |||||
| Property, plant and equipment acquisitions financed by financial lease | 3,518 | 287 | 601 | 108 | |
| Non-cash acquisition of subsidiaries | 1, 4 | 47,144 | - | 47,144 | - |
| Non-cash increase in share capital of subsidiaries | 8 | - | - | 30,177 | - |
| Non-cash financing activity: | |||||
| Non-cash dividends to shareholders (set-off against intercompany receivables) | - | 1,463 | - | 1,463 |
The accompanying notes are an integral part of these financial statements.
| General Manager | Žilvinas Lapinskas | 5 April 2011 | |
|---|---|---|---|
| Finance Director | Jonas Janukėnas | 5 April 2011 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
Notes to the financial statements
1 General information
AB City Service (hereinafter the Company) is a public limited liability company registered in the Republic of Lithuania on 28 January 1997. The Company's legal status was changed from a private limited liability company to a public limited liability company on 6 October 2005.
The Company's registered office:
Konstitucijos Ave. 7,
Vilnius, Lithuania.
The Company's address of residence:
Smolensko Str. 12,
Vilnius, Lithuania.
The Company is engaged in facility management, administration of commercial buildings and dwelling-houses, renovation and maintenance of thermal systems, installation and maintenance of thermal installations.
As of 31 December 2010 and 2009 the shareholders of the Company were:
| 2010 | 2009 | |||
|---|---|---|---|---|
| Number of shares held | Owned percentage of the share capital and votes, % | Number of shares held | Owned percentage of the share capital and votes, % | |
| UAB ICOR | 19,751,547 | 62.50 % | 13,303,544 | 69.62 % |
| Shareholders of UAB ICOR: | ||||
| Mr. Andrius Janukonis | 95,784 | 0.30 % | 146,434 | 0.766 % |
| Mr. Gintautas Jaugielavičius | 95,782 | 0.30 % | 146,432 | 0.766 % |
| Mr. Linas Samuolis | 95,782 | 0.30 % | 146,432 | 0.766 % |
| AB East Capital Asset Management* | 3,035,009 | 9.60 % | - | - |
| Other private and institutional shareholders | 8,536,096 | 27.00 % | 5,367,158 | 28.082 % |
| Total | 31,610,000 | 100 % | 19,110,000 | 100 % |
- As of 31 December 2009 AB East Capital Asset Management was holding less than 5% shares of the Company.
The ultimate parent of the Company is UAB Lag&d, a holding company registered in Lithuania.
The parent of AB City Service, UAB ICOR, has pledged part of the Company's shares, i.e. 13,486,275 units, which constitutes 42.66% of the authorised capital of the Company, to the bank. The right to transfer, pledge or dispose of the abovementioned shares otherwise has been restricted. All other property and non-property rights of UAB ICOR, as the shareholder, are free from any encumbrances or restrictions.
Share capital of the Company
The share capital of the Company was LTL 31,610 thousand as of 31 December 2010 (LTL 19,110 thousand as of 31 December 2009). It is divided into 31,610,000 ordinary registered book-entry shares with the nominal value of LTL 1 each (19,110,000 shares as of 31 December 2009).
On 5 October, 2009 the Extraordinary General meeting of shareholders had adopted the decision to increase the share capital of the Company by additional cash contribution from the Company's shareholders. On 13 January, 2010 the distribution of the new emission of shares was completed successfully. The scope of the new emission was 12,500,000 ordinary registered shares, which nominal value of one share – LTL 1 each. The price of the new emission was set at LTL 5.06 per share. The difference between the nominal and the fair value of each share was LTL 4.06; therefore the share premium amounted in LTL 50,374,000, net of transaction costs. A part of new share issue was covered by setting-off an obligation to UAB ICOR in total amount of LTL 47,144 thousand. After the new emission had been distributed all 31,610,000 ordinary registered shares of the Company were included into Official List of Vilnius Stock Exchange, nominal value of one share – LTL 1 each. Trading of the new shares of the Company in NASDAQ OMX Vilnius Stock Exchange started on 21 January 2010. Transaction costs recognized directly in equity amounted to LTL 376 thousand.
All shares of the Company are fully paid. The Company does not have any other classes of shares than ordinary shares mentioned above, there are no restrictions of share rights or special control rights for the shareholders set in the articles of association of the Company. No shares of the Company are held by itself or its subsidiaries. No convertible securities, exchangeable securities or securities with warrants are outstanding; likewise, there are no outstanding acquisition rights or undertakings to increase share capital as of 31 December 2010.
10
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
1 General information (cont'd)
Structure of the Group
On 31 December the AB City Service group consists of AB City Service and the following subsidiaries (hereinafter - the Group):
| Company | Country | Share of stock held by the Group as of 31 December 2010 | Share of stock held by the Group as of 31 December 2009 | Main activities |
|---|---|---|---|---|
| UAB Žaidas | Lithuania | 99.33 % | 99.33 % | Administration of dwelling-houses |
| UAB Vingio Valdos | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Buitis Be Rüpesčių | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Sostinės Naujienos | Lithuania | 100 % | 100 % | Dormant |
| UAB Ąžuolyno Valda | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Marių Valdos | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Pempininkų Valdos | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Mūsų Namų Valdos | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Namų Priežiūros Centras | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Pašilaita | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| OAO Сити Сервис | Russia | 100 % | 100 % | Administration of dwelling-houses |
| ЗАО Сити Сервис | Russia | 100 % | 100 % | Administration of dwelling-houses |
| OAO Специализированное ремонтно-наладочное управление | Russia | 100 % | 100 % | Construction and engineering |
| SIA Riga City Service | Latvia | 100 % | 100 % | Administration of dwelling-houses |
| ТОВ Київ Сіті Сервіс | Ukraine | 100 % | 100 % | Administration of dwelling-houses |
| UAB Sinsta | Lithuania | - | 100 % | Dormant |
| UAB Fervėja | Lithuania | 100 % | 100 % | Dormant |
| UAB Saulės Valda (former UAB Atidumas) | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Ūkvedys | Lithuania | - | 100 % | Administration of dwelling-houses |
| UAB Eco Holding (former UAB Šiaulių Butų Remonto Tarnyba) | Lithuania | 100 % | 100 % | Development of eco-friendly utilities |
| UAB Lazdynų Būstas | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Vilko Pėda | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Šilutės Butų Ūkis | Lithuania | 99.84 % | 99.84 % | Administration of dwelling-houses |
| UAB Antakalnio Ūkis | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Karoliniškių Būstas | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Naujamiesčio Būstas | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Viršuliškių Būstas | Lithuania | 100 % | 100 % | Administration of dwelling-houses |
| UAB Radviliškio Komunalinės Paslaugos | Lithuania | 100 % | - | Administration of dwelling-houses |
| UAB Litmilma | Lithuania | 100 % | - | Administration of dwelling-houses |
| UAB Ecoservice | Lithuania | 100 % | - | Collection and removal of waste |
| UAB Specialus Autotransportas | Lithuania | 100 % | - | Collection and removal of waste |
| UAB Trakų Rajono Komunalinių Įmonių Kombinatas | Lithuania | 99.71 % | - | Collection and removal of waste |
| UAB Pagėgių Savivaldybės Komunalinis Ūkis | Lithuania | 66 % | - | Dormant |
| UAB Šiaulių Liftas | Lithuania | 95.76 % | - | Elevator installing & techn. support |
| UAB Baltijos Liftai | Lithuania | 100 % | - | Elevator installing & techn. support |
| UAB Baltijos Pastatų Valdymas | Lithuania | 100 % | - | Administration of dwelling-houses |
| UAB Baltijos Būsto Priežiūra | Lithuania | 100 % | - | Administration of dwelling-houses |
| UAB Skolos LT | Lithuania | 100 % | - | Debt collection services |
| UAB Economus | Lithuania | 49 % | - | Maintenance of residential houses and environmental care |
| OOO Жилкомсервис г. Ломоносов | Russia | - | 80 % | Administration of dwelling-houses |
| OOO Жилкомсервис № 3 Фрунзенского района | Russia | 80 % | 80 % | Administration of dwelling-houses |
| OOO Жилкомсервис № 2 Невского района | Russia | 80 % | 80 % | Administration of dwelling-houses |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
1 General information (cont'd)
Changes in the Group in 2010
In 2010 the Group acquired several new subsidiaries and sold one:
- On 5 January 2010, the Company via a 100 % owned subsidiary acquired the title to 100 % shareholding interest in UAB Ecoservice, from a related party UAB Bionovus (a subsidiary of ICOR UAB). UAB Ecoservice has two active subsidiaries: UAB Specialus Autotransportas and UAB Trakų Rajono Komunalinių Įmonių Kombinatas, performing its operations (waste collection business) in the regions of Vilnius, Klaipėda and Trakai. Additionally, UAB Ecoservice has one dormant subsidiary – UAB Pagėgių Savivaldybės Komunalinis Ūkis.
- On 23 March, 2010 AB City Service acquired 49 % share stock of UAB Economus for LTL 481 thousand, and with the shareholders of UAB Economus signed shareholders' agreement, according to which actual control of the subsidiary is transferred to AB City Service. UAB Economus provides individual residential house maintenance and environmental care services.
- In May 2010 a subsidiary of AB City Service won the auction of the privatisation of UAB Radviliškio Komunalinės Paslaugos and on 23 July 2010 the 100 % of UAB Radviliškio Komunalinės Paslaugos shares were acquired.
- On 17 August 2010 AB City Service, through its subsidiary company, has acquired 100 percent of UAB Litmilma shares.
- On 8 November 2010 the subsidiary of City Service has acquired 95.76 % of UAB Šiaulių Liftas shares. UAB Šiaulių Liftas provides the elevator installing and technical support services.
- On 22 March 2010 the Board of AB City Service decided to establish four new subsidiaries: UAB Baltijos Liftai, UAB Baltijos Pastatų Valdymas, UAB Baltijos Būsto Priežiūra and UAB Skolos LT.
- On 23 December 2010 the Company's subsidiary OAO Сити Сервис sold the shares of the company operating in Lomonosov town of Leningrad district ООО Жилкомсервис г. Ломоносов. Information about the disposed subsidiary is summarized in the table below:
| Date of disposal | OOO Жилкомсервис г. Ломоносов
23 December, 2010 |
| --- | --- |
| Goodwill | 1,948 |
| Non-current assets other than goodwill | 3,978 |
| Current assets other than cash and cash equivalents | 5,121 |
| Cash and cash equivalents | 1,173 |
| Non-current and current liabilities | (12,851) |
| Total net liability disposed of | |
| attributable to equity holders of the parent | (341) |
| attributable to non-controlling interests | (290) |
| Currency translation reserve realized on sales | 252 |
| Total consideration received, all consisting of cash and cash equivalents | 257 |
The Group recorded the net profit of LTL 346 thousand from the sale of shares of the subsidiary.
In addition, in 2010 there were several reorganizations (changes in the legal structure of the Group) performed as outlined below:
- During June – July 2010 a reorganisation of UAB Sinsta, which is controlled by AB City Service was performed: UAB Sinsta was merged into UAB Namų Priežiūros Centras. On 27 July 2010 UAB Sinsta was removed from the official company register, whereas all the rights and obligations were taken over by UAB Namų Priežiūros Centras.
- During October 2010 a reorganisation of UAB Ūkvedys, which is controlled by AB City Service, was performed: UAB Ūkvedys was merged into UAB Atidumas. On 2 November 2010 UAB Ūkvedys was removed from the official company register, whereas all the rights and obligations were taken over by UAB Atidumas. In addition, on 9 December 2010 UAB Atidumas was renamed into UAB Saulės Valda.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
1 General information (cont'd)
Changes in the Group in 2010 (cont'd)
- On 14 October 2010 according to the decision of the Board of the Company the title and the type of activities of UAB Šiaulių Butų Ūkio Remonto Tarnyba has been changed and UAB Eco Holding was formed. UAB Eco Holding will execute active development of public utility and environmental business in Lithuania and foreign markets by acquiring and developing enterprises of this sector. UAB Eco Holding will manage UAB Ecoservice and its subsidiaries, which were acquired in 2010 as noted above.
More information on the subsidiaries acquired and disposed in 2010 is presented in Note 4 and Note 8.
Investments into associates
The Group's and the Company's investments into associates balance as of 31 December 2010 and 2009 comprise an investment in UAB Būsto Administravimo Agentūra (37 % of share capital, acquisition price LTL 220 thousand), which was acquired on 7 November 2005.
The Group accounted for the associate's results attributable to the Group and the Company amounting to respectively LTL 38 thousand in the statement of comprehensive income for the year ended 31 December 2010.
Summarized financial information of UAB Būsto Administravimo Agentūra as of 31 December (unaudited):
| UAB Būsto Administravimo Agentūra | ||
|---|---|---|
| 2010 | 2009 | |
| Assets | 1,357 | 1,212 |
| Liabilities | 310 | 263 |
| Net assets | 1,047 | 949 |
| Revenue | 163 | 1,702 |
| Net profit | 94 | 108 |
As of 31 December 2010 the number of employees of the Group was 3,011 (as of 31 December 2009 – 3,234).
As of 31 December 2010 the number of employees of the Company was 783 (as of 31 December 2009 – 712).
2 Accounting policies
2.1. Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union (hereinafter the EU).
The Company's management authorised these financial statements on 5 April 2011. The shareholders of the Company have a statutory right to either approve these financial statements or not approve them and require the management to prepare a new set of financial statements.
Financial statements of the Group and the Company have been prepared on a historical cost basis.
Adoption of new and/or changed IFRSs and IFRIC interpretations
The Group/ the Company has adopted the following new and amended IFRS and IFRIC interpretations during the year:
- Amendment to IFRS 2 Share-based Payment
- Amendments to IFRS 3 Business Combinations and IAS 27 Consolidated and Separate Financial Statements
- Amendment to IAS 39 Financial Instruments: Recognition and Measurement – Eligible Hedged Items
- IFRIC 12 Service Concession Arrangements
- IFRIC 17 Distributions of Non-cash Assets to Owners
- IFRIC 18 Transfers of Assets from Customers
- Improvements to IFRS (issued in 2008 and 2009 and effective on 1 January 2010).
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.1. Basis of preparation (cont'd)
The principal effects of these changes are as follows:
Amendments to IFRS 3 Business Combinations and IAS 27 Consolidated and Separate Financial Statements
The amendments to IFRS 3 introduce significant changes in the accounting for business combinations occurring after becoming effective. Changes affect the valuation of non-controlling interest, the accounting for transaction costs, the initial recognition and subsequent measurement of a contingent consideration and business combinations achieved in stages. These changes will impact the amount of goodwill recognised, the reported results in the period that an acquisition occurs and future reported results.
The amendments to IAS 27 require that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as an equity transaction. Therefore, such transactions do not give rise to goodwill, nor they give rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as well as the loss of control of a subsidiary.
The changes to IFRS 3 and IAS 27 were applied prospectively, therefore, they affect acquisitions or loss of control of subsidiaries and transactions with non-controlling interests after 1 January 2010.
The other standards and interpretations and their amendments adopted in 2010 did not impact the financial statements of the Group and the Company, because they did not have the respective financial statement items and transactions addressed by these changes.
Standards issued but not yet effective
The Group / the Company has not applied the following IFRSs and IFRIC Interpretations that have been issued but are not yet effective:
Amendments to IFRS 7 Financial instruments: Disclosures (effective for financial years beginning on or after 1 July 2011, once adopted by the EU)
The amendment modifies disclosure requirements for certain transfers of financial assets. The amendment is not expected to have any impact on the consolidated and parent company's financial statements since the Group does not have these kinds of transfers.
IFRS 9 Financial Instruments (effective for financial years beginning on or after 1 January 2013, once adopted by the EU).
IFRS 9 will eventually replace IAS 39. The IASB has issued the first two parts of the standard, establishing a new classification and measurement framework for financial assets and requirements on the accounting for financial liabilities. The Group / the Company has not yet evaluated the impact of the implementation of this standard.
Amendments to IAS 12 Income Taxes (effective for financial years beginning on or after 1 January 2012, once adopted by the EU).
The amendment provides a practical solution to the problem of determining whether an entity that is measuring deferred tax related to investment property, measured using the fair value model, expects to recover the carrying amount of the investment property through use or sale by introducing a presumption that recovery of the carrying amount will normally be through sale. These changes will have no effect on the financial statements of the Group / the Company, as its investment properties are accounted using cost method.
Amendments to IAS 24 Related Party Disclosures (effective for financial years beginning on or after 1 January 2011). The amendments simplify the definition of a related party, clarifying its intended meaning and eliminating inconsistencies from the definition. They also provide a partial exemption from the disclosure requirements for government-related entities. The implementation of these amendments will have no impact on the financial position or performance of the Group / the Company, however it may impact the related parties disclosures.
Amendment to IAS 32 Financial Instruments: Presentation – Classification of Rights Issues (effective for financial years beginning on or after 1 February 2010).
The amendment changes the definition of a financial liability to exclude certain rights, options and warrants. The amendment will have no impact on the financial position or performance of the Group / the Company, as the Group / the Company does not have such instruments.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.1. Basis of preparation (cont'd)
Improvements to IFRSs
In May 2010 IASB issued omnibus of amendments to its standards. The amendments become effective for annual periods on or after either 1 July 2010 or 1 January 2011. The adoption of the following amendments may result in changes to accounting policies but are expected not to have any impact on the financial position or performance of the Group / the Company:
- IFRS 3 Business Combinations;
- IFRS 7 Financial instruments: Disclosures;
- IAS 1 Presentation of Financial Statements;
- IAS 27 Consolidated and Separate Financial Statements;
- IFRIC 13 Customer Loyalty Programmes.
Amendment to IFRIC 14 IAS 19—The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective for financial years beginning on or after 1 January 2011).
The amendment modifies the accounting for prepayments of future contributions when there is a minimum funding requirement. This amendment will not have any impact on the consolidated and parent company's financial statements because the Group / the Company does not have defined benefit assets.
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments (effective for financial years beginning on or after 1 July 2010).
The interpretation provides guidance on accounting for extinguishing financial liabilities with equity instruments. Since the Group / the Company does not have such transactions, IFRIC 19 will not have any impact on the consolidated and parent Company's financial statements.
2.2. Measurement and presentation currency
The amounts shown in these financial statements are presented in the local currency of the Republic of Lithuania, Litas (LTL), rounded to LTL thousand, unless otherwise stated.
The functional currency of the Company and its subsidiaries operating in Lithuania is Litas. The functional currencies of foreign subsidiaries are the respective foreign currencies of the country of residence. Items included in the financial statements of these subsidiaries are measured using their functional currency.
Transactions in foreign currencies are initially recorded in the functional currency as of the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange as at the date of the statement of financial position.
The assets and liabilities of foreign subsidiaries are translated into Litas at the reporting date using the rate of exchange as of the date of the statement of financial position, and their statements of comprehensive income are translated at the weighted average exchange rates for the year. The exchange differences arising on this translation are recognised in other comprehensive income. On disposal of a foreign subsidiary, the deferred cumulative amount recognised in other comprehensive income relating to that foreign operation is recognised in the income statement.
Long-term receivables from or loans granted to foreign subsidiaries that are neither planned nor likely to be settled in the future are considered to be a part of the Company's net investment in the foreign operation. In the Group's consolidated financial statements the exchange differences recognized in the separate financial statements of the subsidiary in relation to these monetary items are reclassified to other comprehensive income. On disposal of a foreign subsidiary, the deferred cumulative amount recognised in other comprehensive income relating to that foreign operation is recognised in the income statement.
Starting from 2 February 2002, Lithuanian Litas is pegged to Euro at the rate of 3.4528 Litas for 1 Euro, and the exchange rates in relation to other currencies are set daily by the Bank of Lithuania.
2.3. Principles of consolidation
The consolidated financial statements of the Group include AB City Service and its subsidiaries as well as associated companies. The financial statements of the subsidiaries are prepared for the same reporting year, using consistent accounting policies.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.3 Principles of consolidation (cont'd)
Subsidiaries are consolidated from the date from which effective control is transferred to the Company and cease to be consolidated from the date on which control is transferred out of the Group. All intercompany transactions, balances and unrealised gains and losses on transactions among the Group companies have been eliminated. The equity and net income attributable to non-controlling interests are shown separately in the statement of financial position and the statement of comprehensive income.
From 1 January 2010 losses of a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance. Prior to 1 January 2010 losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced to nil. Any further excess losses were attributed to the parent, unless the non-controlling interest had a binding obligation to cover these losses. Losses prior to 1 January 2010 were not reallocated between non-controlling interests and the parent shareholders.
Acquisitions and disposals of non-controlling interest by the Group are accounted as equity transaction: the difference between the carrying value of the net assets acquired from/disposed to the non-controlling interests in the Group's financial statements and the acquisition price/proceeds from disposal is accounted directly in equity.
Investments in associated companies where significant influence is exercised by AB City Service are accounted for using the equity method in the Group's consolidated financial statements. Impairment assessment of investments in associates is performed when there is an indication that the asset may be impaired or the impairment losses recognised in prior years no longer exist.
Business combinations from 1 January 2010
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree. For each business combination, the acquirer measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquiree's identifiable net assets. Acquisition costs incurred are expensed and included in administrative expenses.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance with IAS 39 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as equity, it should not be remeasured until it is finally settled within equity.
Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interest over the net identifiable assets acquired and liabilities assumed.
If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.
Business combinations prior to 1 January 2010
In comparison to the above-mentioned requirements, the following differences applied:
Business combinations were accounted for using the purchase method. Transaction costs directly attributable to the acquisition formed part of the acquisition costs. The non-controlling interest (formerly known as minority interest) was measured at the proportionate share of the acquiree's identifiable net assets.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.3 Principles of consolidation (cont'd)
Business combinations prior to 1 January 2010 (cont'd)
Business combinations achieved in stages were accounted for as separate steps. Any additional acquired share of interest did not affect previously recognised goodwill.
Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow was more likely than not and a reliable estimate was determinable. Subsequent adjustments to the contingent consideration were recognised as part of goodwill.
2.4. Investments in subsidiaries and associates (the Company)
Investments in subsidiaries and associates in the Company's stand-alone financial statements are carried at cost, less impairment.
Financial guarantees provided for the liabilities of the subsidiaries during the initial recognition are accounted at estimated fair value as the investment into subsidiaries and financial liability in the balance sheet. Subsequent to initial recognition this financial liability is amortised and recognised as income depending on the related amortisation / repayment of the subsidiary's financial liability to the bank. If there is a possibility that the subsidiary may fail to fulfil its obligations to the bank, a financial liability of the Company is accounted for at the higher of amortised value and the value estimated according to IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
2.5. Intangible assets other than goodwill
Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business combination is fair value as at the date of acquisition. Intangible assets are recognised if it is probable that future economic benefits that are attributable to the asset will flow to the enterprise and the cost of asset can be measured reliably.
The useful lives of intangible assets are assessed to be either finite or indefinite.
After initial recognition, intangible assets with finite lives are measured at cost less accumulated amortisation and any accumulated impairment losses. Intangible assets are amortised on a straight-line basis over their useful lives:
| Contractual investments | 6 years |
|---|---|
| Customer relationship | 10-40 years |
| Other intangible assets | 3-10 years |
Intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired.
The useful lives, residual values and amortisation method are reviewed annually to ensure that they are consistent with the expected pattern of economic benefits from items in intangible assets other than goodwill.
The Group and the Company do not have any intangible assets with infinite useful life other than goodwill.
2.6. Property, plant and equipment and investment property
Property, plant and equipment, including investment property, are stated at cost less accumulated depreciation and impairment losses.
17
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.6 Property, plant and equipment and investment property (cont'd)
The initial cost of property, plant and equipment and investment property comprises its purchase price, including non-refundable purchase taxes and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditures incurred after the property, plant and equipment is ready for its intended use, such as repair and maintenance costs, are normally charged to the statement of comprehensive income in the period the costs are incurred.
Depreciation is computed on a straight-line basis over the following estimated useful lives:
| Buildings (including investment property) | 20 – 62,5 years |
|---|---|
| Vehicles | 4 – 10 years |
| Other property, plant and equipment | 3 – 6 years |
The useful lives, residual values and depreciation method are reviewed annually to ensure that they are consistent with the expected pattern of economic benefits from items in property, plant and equipment and investment property.
An item of property, plant and equipment and investment property is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of comprehensive income in the year the asset is derecognised.
Construction in progress is stated at cost. This includes the cost of construction, plant and equipment and other directly attributable costs. Construction-in-progress is not depreciated until the relevant assets are completed and put into operation.
2.7. Financial assets
According to IAS 39 "Financial Instruments: Recognition and Measurement" the Group's and the Company's financial assets are classified as either financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables and available-for-sale financial assets, as appropriate. All purchases and sales of financial assets are recognised on the trade date. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
Financial assets at fair value through profit or loss
The category financial assets at fair value through profit or loss includes financial assets classified as held for trading. Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term. Gains or losses on investments held for trading are recognised in statement of comprehensive income.
The Group and the Company does not have any financial instruments at fair value through profit or loss.
Held-to-maturity investments
Non-derivative financial assets with fixed or determinable payments and fixed maturity are classified as held-to-maturity when the Group / the Company has the positive intention and ability to hold to maturity. Investments that are intended to be held-to-maturity are subsequently measured at amortised cost. Gains and losses are recognised in statement of comprehensive income when the investments are derecognised or impaired, as well as through the amortisation process.
The Group and the Company did not have any held-to-maturity investments as of 31 December 2010 and 2009.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Receivables are initially recorded at the fair value of the consideration given. Loans and receivables are subsequently carried at amortised cost using the effective interest method less any allowance for impairment. Gains and losses are recognised in the statement of comprehensive income when the loans and receivables are derecognised or impaired, as well as through the amortisation process.
18
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.7 Financial assets (cont'd)
Loans and receivables (cont'd)
Allowance for doubtful receivables is evaluated when the indications leading to the impairment of accounts receivable are noticed and the carrying amount of the receivable is reduced through use of an allowance account. Impaired debts are derecognised (written off) when they are assessed as uncollectible.
Available-for-sale financial assets
Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified in any of the three preceding categories. After initial recognition available-for-sale financial assets are measured at fair value with unrealized gains or losses (except impairment and gain or losses from foreign currencies exchange) being recognised in other comprehensive income until the investment is derecognised or until the investment is determined to be impaired at which time the cumulative gain or loss previously reported in other comprehensive income is included in the income statement.
2.8. Derecognition of financial assets and liabilities
Financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognised when:
- the rights to receive cash flows from the asset have expired;
- the Group / the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or
- the Group / the Company has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Group / the Company has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group's continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group / the Company could be required to repay.
Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the statement of comprehensive income.
2.9. Inventories
Inventories are valued at the lower of cost or net realisable value, after impairment evaluation for obsolete and slow moving items. Net realisable value is the selling price in the ordinary course of business, less the costs of completion, marketing and distribution. Cost of raw materials that are not ordinarily interchangeable and are segregated for specific projects is determined using specific identification method; cost of other inventory is determined by the first-in, first-out (FIFO) method. Unrealisable inventory is fully written-off.
2.10. Cash and cash equivalents
Cash includes cash on hand and cash with banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less and that are subject to an insignificant risk of change in value.
For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and in current bank accounts as well as deposits in bank with original term equal to or less than 3 months.
19
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.11. Borrowings
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur.
The Group and the Company capitalise borrowing costs for all qualifying assets where construction was commenced on or after 1 January 2009. However, there were no borrowing costs matching the capitalisation criteria in 2010 and 2009.
Borrowings are initially recognised at fair value of proceeds received, less the costs of transaction. They are subsequently carried at amortised cost, the difference between net proceeds and redemption value being recognised in the net profit or loss over the period of the borrowings. The borrowings are classified as non-current if the completion of a refinancing agreement before the date of the statement of financial position provides evidence that the substance of the liability at the date of the statement of financial position was long-term.
2.12. Financial and operating leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date of whether the fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.
Financial lease
The Group and the Company recognise financial leases as assets and liabilities in the statement of financial position at amounts equal at the inception of the lease to the fair value of the leased property or, if lower, to the present value of the minimum lease payments. The rate of discount used when calculating the present value of minimum payments of financial lease is the interest rate of financial lease payment, when it is possible to determine it, in other cases, Company's incremental interest rate on borrowings applies. Directly attributable initial costs are included into the asset value. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
The depreciation is accounted for financial lease assets and it also gives rise to financial expenses in the Group's and the Company's statement of comprehensive income for each accounting period. The depreciation policy for leased assets is consistent with that for depreciable assets that are owned. The leased assets can not be depreciated over the period longer than lease term, unless the Group or the Company, according to the lease contract, gets transferred their ownership after the lease term is over.
Operating lease
Leases where the lessor retains all the risk and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognised as an expense in the statement of comprehensive income on a straight-line basis over the lease term.
2.13. Non-current employee benefits
According to the requirements of Lithuanian Labour Code, each employee leaving the Group or the Company at the age of retirement is entitled to a one-off payment in the amount of 2 months salary.
Current year cost of employee benefits is recognised as incurred in the statement of comprehensive income. The past service costs are recognised as an expense on a straight-line basis over the average period until the benefits become vested. Any gains or losses appearing as a result of curtailment and/or settlement are recognised in the statement of comprehensive income as incurred.
The above mentioned employee benefit obligation is calculated based on actuarial assumptions, using the projected unit credit method. Obligation is recognized in the statement of financial position and reflects the present value of these benefits on the preparation date of the statement of financial position. Present value of the non-current obligation to employees is determined by discounting estimated future cash flows using the discount rate which reflects the interest rate of the Government bonds of the same currency and similar maturity as the employment benefits. Actuarial gains and losses are recognized in the income statement as incurred.
20
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.14. Provisions
Provisions are recognised when the Group and the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The Group / the Company re-evaluates provisions at each date of the statement of financial position and adjusts them in order to present the most reasonable current estimate. If the effect of the time value of money is material, the amount of provision is equal to the present value of the expenses, which are expected to be incurred to settle the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a borrowing cost.
2.15. Income tax
The Group companies are taxed individually, irrespective of the overall results of the Group. Income tax charge is based on profit for the year and considers deferred taxation. The charge for taxation included in these financial statements is based on the calculation made by the management in accordance with tax legislation of the Republic of Lithuania, the Republic of Latvia, the Republic of Ukraine and Russian Federation.
The standard income tax rate in Lithuania was 15 % in 2010 (20 % in 2009). After the amendments of Income Tax Law of Republic of Lithuania had come into force, 15 % income tax rate has been established for an indefinite period starting 1 January 2010.
Tax losses in Lithuania can be carried forward for indefinite period, except for the losses incurred as a result of disposal of securities and/or derivative financial instruments. Such carrying forward is disrupted if the Company changes its activities due to which these losses incurred except when the Company does not continue its activities due to reasons which do not depend on Company itself. The losses from disposal of securities and/or derivative financial instruments can be carried forward for 5 consecutive years and only be used to reduce the taxable income earned from the transactions of the same nature.
Income tax rate in 2010 in Ukraine, Russia and Latvia is 25 %, 20 % and 15 %, respectively.
Deferred taxes are calculated using the liability method. Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled based on tax rates enacted or substantially enacted at the date of the statement of financial position.
Deferred tax assets have been recognised in the statement of financial position to the extent the management believes it will be realised in the foreseeable future, based on taxable profit forecasts. If it is believed that part of the deferred tax is not going to be realised, this part of the deferred tax asset is not recognised in the financial statements.
2.16. Revenue recognition
Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and the amount of the revenue can be measured reliably. Sales are recognised net of VAT and discounts.
The Group and the Company recognises revenue from projects on renovation of thermal systems and installation of thermal components (i.e. customer specific contracts) based on the method of percentage of completion: completion percentage is estimated by the proportion of actual costs incurred to the total estimated costs of the project. Changes in profit rates are reflected in current earnings as identified. Contracts are reviewed regularly and in case of probable losses, provisions are recorded.
Revenue from sales of goods is recognised when delivery has taken place and transfer of risks and rewards has been completed.
Revenue from services is recognised when services are rendered.
Dividend income from subsidiaries is recognised in the Company's stand-alone financial statements when the dividends are declared by the subsidiary.
21
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.17. Impairment of assets
Financial assets
Financial assets are reviewed for impairment at each date of the statement of financial position.
For financial assets carried at amortised cost, whenever it is probable that the Company will not collect all amounts due according to the contractual terms of loans or receivables, an impairment or bad debt loss is recognised in the statement of comprehensive income. The reversal of impairment losses previously recognised is recorded when the decrease in impairment loss can be justified by an event occurring after the write-down. Such reversal is recorded in the statement of comprehensive income. However, the increased carrying amount is only recognised to the extent it does not exceed the amortised cost that would have been had the impairment not been recognised.
If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, has been incurred, the amount of the loss is measured as the difference between the carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset.
Other assets (excluding goodwill)
Other assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amount of an asset may not be recoverable. Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in the statement of comprehensive income. Reversal of impairment losses recognised in prior years is recorded when there is an indication that the impairment losses recognised for the asset no longer exist or have decreased. The reversal is accounted for in the same caption of the statement of comprehensive income as the impairment loss.
2.18. Use of estimates in the preparation of financial statements
The preparation of financial statements in conformity with International Financial Reporting Standards requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and disclosure of contingencies. The significant areas of estimation used in the preparation of the accompanying financial statements relate to depreciation (Note 2.6., Note 6 and Note 7), amortization (Note 2.5 and Note 5), percentage of completion evaluation for customer specific contracts (Note 2.16. and Note 22), non-current employee benefits (Note 2.13 and Note 18), impairment evaluation of goodwill, including allocation of Group assets to cash generating units (Note 2.3. and Note 4) and other assets (Note 2.17., Note 5, Note 9, Note 10 and Note 11). Future events may occur which will cause the assumptions used in arriving at the estimates to change. The effect of any changes in estimates will be recorded in the financial statements, when determinable.
At the date of preparing these financial statements, the underlying assumptions and estimates were not subject to a significant risk that from today's point of view it is likely that the carrying amounts of assets and liabilities will have to be adjusted significantly in the subsequent fiscal year, except for the estimated useful life of customer relationships intangible assets, which are accounted for under other intangible assets and their acquisition value amounts to LTL 77,990 thousand as of 31 December 2010 and LTL 57,111 thousand as of 31 December 2009 (Note 5). The management amortises these customer relationship intangible assets over the estimated validity period of existing contracts, which is 10-40 years. The management estimated the expected validity term of customer relationships based on the current development of the operations, i.e. already concluded contracts as well as current rate of terminated contracts, which is insignificant. Should the circumstances change in the future, the estimate may need to be revised and the size of such revision cannot be reasonably estimated at the date of these financial statements. The net book value of these intangible assets of the Group amount to LTL 73,648 thousand as of 31 December 2010 and LTL 61,707 thousand as of 31 December 2009.
22
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
2 Accounting policies (cont'd)
2.19. Contingencies
Contingent liabilities are not recognised in the financial statements, except for contingent liabilities associated with acquisitions. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.
A contingent asset is not recognised in the financial statements but disclosed when an inflow or economic benefits are probable.
2.20. Subsequent events
Subsequent events that provide additional information about the Group's / the Company's position at the date of statements of financial position (adjusting events) are reflected in the financial statements. Subsequent events that are not adjusting events are disclosed in the notes when material.
3 Segment information
For management purposes, the Group and the Company are organized into business units based on services provided and have three reportable segments as follows:
- Heating infrastructure renovation
- Buildings' administration (Baltic states and CIS states)
- Waste management
Segment of Heating infrastructure renovation includes services of renovation, modernisation of heating infrastructure and equipment.
Segment of Buildings' administration includes services of administration and maintenance of commercial and residential buildings. The segment also includes services of maintenance of heat and water systems and supply of heating energy and water to educational institutions. The segment information is presented as analysed by chief operating decision makers of the Group, i.e. allocated to Baltic states and CIS states.
Segment of Waste management includes services of collecting and processing of waste.
No operating segments have been aggregated to form the above reportable operating segments.
23
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
3 Segment information (cont'd)
Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements. However, financing (including finance costs and finance income) and income taxes of the Group are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segments are on an arm's lengths basis in a manner similar to transactions with the third parties.
Operating Segments
The following tables present revenue, profit and certain asset and liability information regarding the Group's and the Company's reportable operating segments:
| Year ended31 December 2010 | Group | Company | ||||||
|---|---|---|---|---|---|---|---|---|
| Heating infrastructure renovation | Buildings' administration | Waste management | Total | Heating infrastructure renovation | Buildings' administration | Total | ||
| Baltic states | CIS states | |||||||
| Revenue | 19,157 | 199,359 | 284,681 | 37,317 | 540,514 | 19,157 | 97,662 | 116,819 |
| Unallocated income | 1,332¹ | 1,332¹ | ||||||
| Total revenue | 541,846 | 118,151 | ||||||
| Segment results | 474 | 24,598 | 5,844² | 4,561 | 35,477 | 474 | 25,095 | 25,569 |
| Unallocated expenses | (10,753)³ | (10,753)³ | ||||||
| Profit before tax,finance costs andfinance revenue | 24,724 | 14,816 | ||||||
| Net financial costs | 550⁴ | 2,433⁴ | ||||||
| Profit / (loss) before income tax | 25,274 | 17,249 | ||||||
| Income tax expenses | 196 | (2,199) | ||||||
| Net profit for the year | 25,470 | 15,050 | ||||||
| Other segment information | ||||||||
| Capital expenditure | - | 2,722 | - | 8,784 | 11,506 | - | 2,722 | 2,722 |
1 Unallocated income includes other income not attributable to either of the listed segments, namely IT services (LTL 1,332 thousand).
2 Segment results include allowance for doubtful trade receivables expensed in subsidiaries in Russia (LTL 9,467 thousand).
3 Unallocated expenses include costs related to unallocated income (LTL 1,360 thousand), general and administrative expenses (LTL 9,375 thousand) and other expenses (LTL 18 thousand) identifiable as costs managed on a group basis.
4 Financing of the Group and the Company (including finance costs and finance income) (LTL 550 thousand, including share of profit of associates, and LTL 2,433 thousand respectively) and income taxes (LTL 1,127 thousand and LTL 2,199 thousand respectively) are managed on a group basis and are not allocated to operating segments.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
3 Segment information (cont'd)
| Year ended31 December 2009 | Group | Company | |||||
|---|---|---|---|---|---|---|---|
| Heating infrastructure renovation | Buildings' administration | Total | Heating infrastructure renovation | Buildings' administration | Total | ||
| Baltic states | CIS states | ||||||
| Revenue | 31,268 | 186,537 | 155,415 | 373,220 | 31,268 | 92,027 | 123,295 |
| Unallocated income | 1,275¹ | 1,275¹ | |||||
| Total revenue | 374,495 | 124,570 | |||||
| Segment results | (264) | 21,409 | 8,776 | 29,921 | (264) | 17,271 | 17,007 |
| Unallocated expenses | (9,333)² | (9,333)² | |||||
| Profit before tax, finance costs and finance revenue | 20,588 | 7,674 | |||||
| Net financial costs | (3,563)³ | 4,847³ | |||||
| Profit / (loss) before income tax | 17,025 | 12,521 | |||||
| Income tax expenses | (1,732)³ | (1,856)³ | |||||
| Net profit for the year | 15,293 | 10,665 | |||||
| Other segment information | |||||||
| Capital expenditure | - | 1,489 | 750 | 2,239 | - | 1,489 | 1,489 |
| Impairment losses recognised in statement of comprehensive income | - | - | - | - | - | 835 | 835 |
All segment sales are made to external customers.
1 Unallocated income includes other income not attributable to either of the listed segments, namely IT services (LTL 1,275 thousand).
2 Unallocated expenses include costs related to unallocated income (LTL 1,017 thousand), general and administrative expenses (LTL 5,918 thousand) and other expenses (LTL 98 thousand) identifiable as costs managed on a group basis.
3 Financing of the Group and the Company (including finance costs and finance income) (LTL 3,563 thousand, including share of profit of associates, and LTL 4,847 thousand respectively) and income taxes (LTL 1,732 thousand and LTL 1,856 thousand respectively) are managed on a group basis and are not allocated to operating segments.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
3 Segment information (cont'd)
Geographical information
The following tables present Group's geographical information on revenue based on the location of the customers and non-current assets information based on the location of the Group's assets:
| 2010 | Baltic states | CIS states | Total |
|---|---|---|---|
| Revenue | |||
| Sales to external customers | 199,359 | 342,487 | 541,846 |
| Segment revenue | 199,359 | 342,487 | 541,846 |
| 2009 | Baltic states | CIS states | Total |
| Revenue | |||
| Sales to external customers | 186,537 | 187,958 | 374,495 |
| Segment revenue | 186,537 | 187,958 | 374,495 |
The major part of sales in the Baltic States comprises of sales in Lithuania, in CIS – the main area of the Group's sales is Russia.
| 2010 | Baltic states | CIS states | Total |
|---|---|---|---|
| Non-current assets | |||
| Segment assets | 147,623 | 50,181 | 197,804 |
| Total assets | 147,623 | 50,181 | 197,804 |
| 2009 | Baltic states | CIS states | Total |
| Non-current assets | |||
| Segment assets | 73,884 | 53,481 | 127,365 |
| Total assets | 73,884 | 53,481 | 127,365 |
Non-current assets for this purpose consist of property, plant and equipment, investment property, intangible assets, non-current financial assets and deferred income tax asset.
All the Company's revenues are derived in Lithuania as well as its assets are located in Lithuania.
Revenue from the largest customer amounted to LTL 32,204 thousand (LTL 29,731 thousand in 2009), arising from sales to Vilnius Municipality and is accounted in the buildings' administration segment. Sales to this customer exceed 10% of sales of the Company, but compose only approximately 6% in the Group. There are no other individual customers exceeding 10% of segment sales.
26
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
4 Goodwill
| Group | |
|---|---|
| Cost: | |
| Balance as of 1 January 2009 | 14,816 |
| Additions | 23,258 |
| Balance as of 31 December 2009 | 38,074 |
| Additions | 27,331 |
| Disposals | (1,948) |
| Exchange differences | 548 |
| Balance as of 31 December 2010 | 64,005 |
| Impairment: | |
| Balance as of 1 January 2009 | 290 |
| Impairment for the year | - |
| Balance as of 31 December 2009 | 290 |
| Impairment for the year | - |
| Balance as of 31 December 2010 | 290 |
| Net book value as of 31 December 2010 | 63,715 |
| Net book value as of 31 December 2009 | 37,784 |
Acquisitions during 2010
As described in Note 1, during the 2010 the Group acquired the following entities:
- UAB Ecoservice together with its subsidiaries UAB Specialus Autotransportas and UAB Trakų Rajono Komunalinių Įmonių Kombinatas. Total purchase price is LTL 55 million (included in cost of investment), of which LTL 7,856 thousand was paid in cash and LTL 47,144 thousand was paid by issuing ordinary shares of the Company (9,316,931 units).
- UAB Radviliškio Komunalinės Paslaugos. The purchase price is LTL 1.635 million, all paid in cash and included in cost of investment.
- UAB Litmilma. The acquisition price is LTL 2.4 million, all paid in cash and included in cost of investment.
- UAB Šiaulių Liftas. The acquisition price is LTL 1 million, all paid in cash and included in cost of investment.
- UAB Economus. The acquisition price is LTL 481 thousand, all paid in cash and included in the cost of investment.
All the costs related to acquisitions above have been expensed, in total amount of LTL 10 thousand. At the acquisition of these subsidiaries goodwill of LTL 27,331 thousand has been accounted for. The goodwill appears due to expected synergies, which are expected to be derived from vertical expansion of business.
Amount of LTL 26,880 thousand of the goodwill created on mergers, as described in Note 1, is considered to be tax deductible in the future.
Disposal in 2010
As described in Note 1, during the 2010 the Group disposed the company operating in Lomonosov town of Leningrad district - OOO Жилкомсервис г. Ломоносов. The value of the contract is RUB 3 million (LTL 257 thousand equivalent), all paid in cash.
27
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
4 Goodwill (cont'd)
The Group has elected to measure the non-controlling interest in the acquiree at the proportionate share of the acquiree's identifiable net assets. The fair values of the assets acquired, liabilities and contingent liabilities assumed at the date of acquisitions made during 2010 were as follows:
| Fair value of assets, liabilities and contingent liabilities | |||||
|---|---|---|---|---|---|
| UAB Economus | UAB Ecoservice Group | UAB Radviliškio Komunalinės Paslaugos | UAB Litmilma | UAB Šiaulių Liftas | |
| Date of acquisition | 23 March 2010 | 5 January 2010 | 23 July 2010 | 17 August 2010 | 8 November 2010 |
| Property, plant and equipment | 37 | 19,581 | 1,013 | 20 | 191 |
| Intangible assets | 9 | 21,773 | 1,310 | 1,579 | 260 |
| Other non-current assets | 469 | 597 | 107 | 264 | 49 |
| Trade receivables | 71 | 7,805 | 984 | 1,008 | 256 |
| Other current assets | 66 | 1,169 | 325 | 864 | 659 |
| Total assets | 652 | 50,925 | 3,739 | 3,735 | 1,415 |
| Interest bearing financial liabilities | 87 | 13,899 | 384 | - | - |
| Deferred tax liability | - | 3,456 | 213 | 237 | 39 |
| Trade payables | 70 | 3,251 | 488 | 82 | 78 |
| Other current liabilities | 14 | 2,199 | 854 | 1,175 | 467 |
| Total liabilities | 171 | 22,805 | 1,939 | 1,494 | 584 |
| Total identifiable net assets at fair value | 481 | 28,120 | 1,800 | 2,241 | 831 |
| attributable to equity holders of the parent | 481 | 28,120 | 1,800 | 2,241 | 806 |
| attributable to non-controlling interests | - | - | - | - | 25 |
The carrying values of the acquired assets and liabilities assumed were as follows:
| Book values | UAB Economus | UAB Ecoservice Group | UAB Radviliškio Komunalinės Paslaugos | UAB Litmilma | UAB Šiaulių Liftas |
|---|---|---|---|---|---|
| Date of acquisition | 23 March 2010 | 5 January 2010 | 23 July 2010 | 17 August 2010 | 8 November 2010 |
| Property, plant and equipment | 46 | 19,581 | 1,013 | 20 | 191 |
| Other non-current assets | 469 | 597 | 107 | 264 | 49 |
| Trade receivables, gross | 71 | 9,667 | 1,923 | 1,008 | 350 |
| Valuation allowance for trade receivables | - | (1,862) | (939) | - | (94) |
| Other current assets | 66 | 1,169 | 325 | 864 | 698 |
| Total assets | 652 | 29,152 | 2,429 | 2,156 | 1,194 |
| Interest bearing financial liabilities | 87 | 13,899 | 384 | - | - |
| Deferred tax liability | - | 224 | 17 | 1 | 1 |
| Trade payables | 70 | 3,251 | 488 | 82 | 78 |
| Other current liabilities | 14 | 2,199 | 854 | 1,175 | 467 |
| Total liabilities | 171 | 19,573 | 1,743 | 1,258 | 546 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
4 Goodwill (cont'd)
The differences between the amounts paid and the fair values of assets acquired and liabilities and contingent liabilities assumed on the acquisitions of 2010 were as follows:
| Date of acquisition | UAB Economus 23 March 2010 | UAB Ecoservice Group 5 January 2010 | UAB Radviliškio Komunalinės Paslaugos 23 July 2010 | UAB Litmilma 17 August 2010 | UAB Šiaulių Liftas 8 November 2010 |
|---|---|---|---|---|---|
| Fair value of acquired assets, liabilities and contingent liabilities attributable to the Group | 481 | 28,120 | 1,800 | 2,241 | 806 |
| Non-controlling interests | - | - | - | - | 25 |
| Goodwill | - | 26,880 | (165) | 251 | 200 |
| Total purchase consideration | 481 | 55,000 | 1,635 | 2,492 | 1,031 |
| Cash acquired | 9 | 615 | 273 | 858 | 420 |
| Total purchase consideration, net of cash acquired | 472 | 54,385 | 1,362 | 1,634 | 611 |
All the purchase consideration has been settled in cash, except LTL 47,144 thousand paid by ordinary shares issued (Note 1), with no contingent payments.
| Date of acquisition | UAB Economus 23 March 2010 | UAB Ecoservice Group 5 January | UAB Radviliškio Komunalinės Paslaugos 23 July | UAB Litmilma 17 August | UAB Šiaulių Liftas 8 November |
|---|---|---|---|---|---|
| 2010 | 2010 | 2010 | 2010 | ||
| Profit (loss) incurred since acquisition date to 31 December 2010 | (94) | 4,561 | (6) | 186 | 64 |
| Total revenue since acquisition date to 31 December 2010 | 163 | 37,317 | 1,138 | 1,071 | 330 |
| Total revenue for the year 2010 | 219 | 37,511 | 2,738 | 2,626 | 4,680 |
| Total net result for the year 2010 | (125) | 4,561 | (14) | 446 | 768 |
As it is disclosed further in the financial statements, in 2010 the Group's management finalized the purchase price allocation of OOO Жилкомсервис г. Ломоносов, ООО Жилкомсервис № 3 Фрунзенского района, ООО Жилкомсервис № 2 Невского района, acquired on 1 June 2009 and included with provisional accounting in the financial statements of 2009. As a result of finalization of purchase price allocation the following corrections in fair value of assets and liabilities assumed were recorded:
| Provisional fair value recognized on acquisition | Effect of finalization of purchase price allocation | Final fair value recognized on acquisition | |
|---|---|---|---|
| Property, plant and equipment | 591 | - | 591 |
| Intangible assets | 30,881 | (6,050) | 24,831 |
| Current assets | 15,703 | (662) | 15,041 |
| Total assets | 47,175 | (6,712) | 40,463 |
| Non-current and current liabilities | 46,538 | (442) | 46,096 |
| Total identifiable net assets at fair value: | 637 | (6,270) | (5,633) |
| attributable to equity holders of the parent | 637 | (7,111) | (6,474) |
| attributable to non-controlling interests | - | 841 | 841 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
4 Goodwill (cont'd)
The differences between the amounts paid and the fair values of assets acquired and liabilities and contingent liabilities assumed for OOO Жилкомсервис г. Ломоносов, OOO Жилкомсервис № 3 Фрунзенского района, OOO Жилкомсервис № 2 Невского района according to finalized purchase price allocation are as follows:
| Provisional fair value recognized on acquisition | Effect of finalization of purchase price allocation | Final fair value recognized on acquisition | |
|---|---|---|---|
| Fair value of acquired assets, liabilities and contingent liabilities attributable to the Group | 637 | (7,111) | (6,474) |
| Non-controlling interests | - | 841 | 841 |
| Goodwill | 6,741 | 6,270 | 13,011 |
| Total purchase consideration | 7,378 | - | 7,378 |
| Cash acquired | 880 | - | 880 |
| Total purchase consideration, net of cash acquired | 6,498 | - | 6,498 |
In these financial statements comparative figures for 2009 have been amended as outlined above due to finalization of the purchase price allocation of OOO Жилкомсервис г. Ломоносов, OOO Жилкомсервис № 3 Фрунзенского района, OOO Жилкомсервис № 2 Невского района.
Acquisitions during 2009
As disclosed in Note 8, during 2009 the Company has acquired the following new subsidiaries: UAB Fervéja, at the same time acquiring indirect investments into UAB Büstö Investicių Valdymas, UAB Antakalnio Ūkis, UAB Karoliniškių Būstas, UAB Naujamiesčio Būstas and UAB Viršuliškių Būstas. In addition, 80 % of three companies in St. Petersburg were acquired.
The fair values of the assets acquired, liabilities and contingent liabilities assumed at the date of acquisitions made during 2009 were as follows (finalized provisional accounting for OOO Жилкомсервис г. Ломоносов, OOO Жилкомсервис № 3 Фрунзенского района and OOO Жилкомсервис № 2 Невского района):
| Fair value of assets, liabilities and contingent liabilities | OOO Жилкомсервис г. Ломоносов, OOO Жилкомсервис № 3 Фрунзенского района, OOO Жилкомсервис № 2 Невского района | ||
|---|---|---|---|
| Date of acquisition | UAB Fervéja | ||
| 1 January 2009 | 1 June 2009 | ||
| Property, plant and equipment | 10,936 | 591 | |
| Intangible assets | 24,155 | 24,831 | |
| Other non-current assets | 649 | - | |
| Current assets | 9,491 | 15,041 | |
| Total assets | 45,231 | 40,463 | |
| Non-current and current liabilities | 42,511 | 46,096 | |
| Total identifiable net assets at fair value | 2,720 | (5,633) | |
| attributable to equity holders of the parent | 2,720 | (6,474) | |
| attributable to non-controlling interests | - | 841 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
4 Goodwill (cont'd)
The carrying values of the acquired assets and liabilities assumed were as follows:
| Book values | OOO ЖИЛКОМСЕРВИС г. ЛОМОНОСОВ, ООО ЖИЛКОМСЕРВИС № 3 ФРУНЗЕНСКОГО РАЙОНА, ООО ЖИЛКОМСЕРВИС № 2 НЕВСКОГО РАЙОНА | |
|---|---|---|
| UAB Fervéja | 1 June 2009 | |
| Date of acquisition | 1 January 2009 | 1 June 2009 |
| Property, plant and equipment | 3,093 | 591 |
| Other non-current assets | 649 | - |
| Current assets | 21,870 | 15,703 |
| Total assets | 25,612 | 16,294 |
| Non-current and current liabilities | 36,113 | 40,361 |
| Total liabilities | 36,113 | 40,361 |
The differences between the amounts paid and the fair values of assets acquired and liabilities and contingent liabilities assumed for the acquisitions of 2009 were as follows (finalized provisional accounting for ООО ЖИЛКОМСЕРВИС г. ЛОМОНОСОВ, ООО ЖИЛКОМСЕРВИС № 3 ФРУНЗЕНСКОГО РАЙОНА and ООО ЖИЛКОМСЕРВИС № 2 НЕВСКОГО РАЙОНА):
| UAB Fervéja | ООО ЖИЛКОМСЕРВИС г. ЛОМОНОСОВ, ООО ЖИЛКОМСЕРВИС № 3 ФРУНЗЕНСКОГО РАЙОНА, ООО ЖИЛКОМСЕРВИС № 2 НЕВСКОГО РАЙОНА | |
|---|---|---|
| Date of acquisition | 1 January 2009 | 1 June 2009 |
| Fair value of acquired assets, liabilities and contingent liabilities attributable to the Group | 2,720 | (6,474) |
| Non-controlling interests | - | 841 |
| Goodwill | 10,248 | 13,011 |
| Total purchase consideration | 12,968 | 7,378 |
| Cash acquired | 752 | 880 |
| Total purchase consideration, net of cash acquired | 12,216 | 6,498 |
Goodwill allocation
For the purpose of impairment evaluation, the goodwill as of 31 December 2010 and 2009 was allocated to the following cash generating units:
| Cash generating unit | Carrying value of allocated goodwill as of 31 December 2010 | Carrying value of allocated goodwill as of 31 December 2009 |
|---|---|---|
| Subsidiaries operating in Klaipėda (administration of dwelling-houses in Klaipėda) | 4,894 | 4,894 |
| Subsidiaries operating in Kaunas (administration of dwelling-houses in Kaunas) | 2,144 | 2,144 |
| Subsidiaries operating in Vilnius (administration of dwelling-houses in Vilnius) | 15,955 | 15,704 |
| Subsidiaries operating in Šiauliai (administration of dwelling-houses in Šiauliai) | 1,022 | 822 |
| Subsidiaries operating in St. Petersburg (administration of dwelling-houses in Russia, St. Petersburg) | 12,820 | 14,220 |
| Subsidiaries involved in waste management activities (UAB Ecoservice) | 26,880 | - |
| 63,715 | 37,784 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
4 Goodwill (cont'd)
The recoverable amount of each cash generating unit as of 31 December 2010 and 2009 was determined based on the value in use calculation using cash flow projections based on the five-year financial forecasts prepared by the management. Significant assumptions used for the assessment of the value in use in 2010 are described further. A new cash generating unit of waste management activities was established based on the acquisition of UAB Ecoservice and its subsidiaries in the beginning of the year.
The forecasted revenues were estimated based on the area of the dwelling-houses administered as of 31 December 2010 and 2009 assuming that the area administered will remain the same in the future years and the growth in revenue will be derived from a service fee increase, which was forecasted to be in line with the estimated inflation rate. In 2010 the assessed revenue from additional services for CGU's operating in the territory of Lithuania are forecasted to decrease for several years to come because of the existing economic conditions in Lithuania. The costs were projected based on the actual cost level taking into account estimated inflation. Cash flows beyond the five-year period were extrapolated using 2% growth rate (same in 2009) that reflects the best estimate of the management based on the current situation in the respective industry. The discount rate used by the management was estimated for each individual cash generating unit as a weighted average cost of capital for that particular cash generating unit and is equal to 12% for cash generating units located in Lithuania (14% and 10% for short-term and long-term perspectives, respectively in 2009), and 15% for locations in St. Petersburg (Russia) (16% in 2009).
In the opinion of the Group's management, the most important and most change-like assumptions are the level of reinvestments and discount rate. Based on management's estimations, a reasonable change in assumptions may result in impairment of goodwill, i.e. 1% change in discount rate used would result in impairment consisting of 2% from total goodwill net balance sheet value as of 31 December 2010 (no impairment issue as of 31 December 2009). At the moment of preparing these financial statements the management of the Group did not expect any significant changes in assumptions used.
32
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
5 Other intangible assets
Movement of other intangible assets in 2010 and 2009 is presented below:
| Group | Company | |
|---|---|---|
| Cost: | ||
| Balance as of 1 January 2009 | 9,009 | 374 |
| Additions arising from acquisitions of subsidiaries | 48,986 | - |
| Additions | 19 | 19 |
| Disposals | (20) | (1) |
| Exchange differences | 4 | - |
| Retirements | (7) | - |
| Balance as of 31 December 2009 | 57,991 | 392 |
| Additions arising from acquisitions of subsidiaries | 24,730 | - |
| Additions | 812 | 790 |
| Disposals of subsidiaries | (3,978) | - |
| Disposals | (2) | (2) |
| Exchange differences | 21 | - |
| Retirements | (106) | (24) |
| Balance as of 31 December 2010 | 79,468 | 1,156 |
| Accumulated amortisation: | ||
| Balance as of 1 January 2009 | 535 | 297 |
| Charge for the year | 1,454 | 59 |
| Disposals | (1) | (1) |
| Exchange differences | (2) | - |
| Retirements | (7) | - |
| Balance as of 31 December 2009 | 1,979 | 355 |
| Charge for the year | 3,097 | 41 |
| Disposals | (1) | - |
| Retirements | (106) | (24) |
| Disposals of subsidiaries | (159) | |
| Balance as of 31 December 2010 | 4,810 | 372 |
| Net book value as of 31 December 2010 | 74,658 | 784 |
| Net book value as of 31 December 2009 | 56,012 | 37 |
The main part of other intangible assets consists of customer relationship intangible assets, which are amortised during the period of 10-40 years. As of 31 December 2010 net book value of such intangible assets constituted LTL 73,648 thousand (LTL 55,657 thousand as of 31 December 2009).
The Group and the Company have not capitalised any internally generated intangible assets. Amortisation expenses of intangible assets are included within general and administrative expenses in the statement of comprehensive income.
Part of the non-current intangible assets of the Group and the Company with the acquisition value of LTL 653 thousand and LTL 332 thousand respectively as of 31 December 2010 was fully amortised but still in use (LTL 1,744 thousand as of 31 December 2009) (Note 15).
33
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
6 Investment property
Movement of the Group's investment property during 2010 and 2009 is presented below:
| Buildings | |
|---|---|
| Cost: | |
| Balance as of 1 January 2009 | 759 |
| Reclassifications to property, plant and equipment | (29) |
| Balance as of 31 December 2009 | 730 |
| Reclassifications to property, plant and equipment | - |
| Balance as of 31 December 2010 | 730 |
| Accumulated depreciation: | |
| Balance as of 1 January 2009 | 101 |
| Reclassifications to property, plant and equipment | - |
| Charge for the year | 20 |
| Balance as of 31 December 2009 | 121 |
| Reclassifications to property, plant and equipment | - |
| Charge for the year | 20 |
| Balance as of 31 December 2010 | 141 |
| Net book value as of 31 December 2010 | 589 |
| Net book value as of 31 December 2009 | 609 |
Investment property includes part of office building in Vilnius and premises in Alytus owned by UAB Pašilaita leased to other entities. The expenses related to investment property comprising of depreciation charge are included under the cost of sales caption in the statement of comprehensive income. The fair value of investment property as of 31 December 2010 is estimated by the management to be approximately LTL 700 thousand.
As of 31 December 2010 investment property of the Group with a net book value of LTL 589 thousand was pledged to banks as collateral for the loans.
34
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
7 Property, plant and equipment
Movement of property, plant and equipment in 2010 and 2009 is presented below:
| Group | Buildings | Vehicles | Other property, plant and equipment | Construction in progress | Total |
|---|---|---|---|---|---|
| Cost: | |||||
| Balance as of 1 January 2009 | 12,486 | 4,975 | 2,664 | 164 | 20,289 |
| Additions arising from acquisitions of subsidiaries | 10,108 | 741 | 585 | 48 | 11,482 |
| Additions | 85 | 736 | 944 | 380 | 2,145 |
| Disposals | (12) | (369) | (184) | - | (565) |
| Exchange differences | - | 51 | 10 | 12 | 73 |
| Retirements | (14) | (92) | (125) | (60) | (291) |
| Reclassifications | - | 221 | (221) | - | - |
| Balance as of 31 December 2009 | 22,653 | 6,263 | 3,673 | 544 | 33,133 |
| Additions arising from acquisitions of subsidiaries | 1,335 | 12,681 | 6,220 | 564 | 20,800 |
| Additions | - | 3,050 | 4,588 | 1,146 | 8,784 |
| Disposals | (367) | (672) | (166) | - | (1,205) |
| Exchange differences | - | 145 | 56 | - | 201 |
| Retirements | - | (227) | (3,393) | (687) | (4,307) |
| Balance as of 31 December 2010 | 23,621 | 21,240 | 10,978 | 1,567 | 57,406 |
| Accumulated depreciation: | |||||
| Balance as of 1 January 2009 | 424 | 1,622 | 1,269 | - | 3,315 |
| Charge for the year | 1,075 | 1,072 | 959 | - | 3,106 |
| Disposals | - | (263) | (148) | - | (411) |
| Exchange differences | - | 7 | 3 | - | 10 |
| Retirements | - | (4) | (114) | - | (118) |
| Reclassifications | - | 165 | (165) | - | - |
| Balance as of 31 December 2009 | 1,499 | 2,599 | 1,804 | - | 5,902 |
| Charge for the year | 1,127 | 3,270 | 3,465 | - | 7,862 |
| Disposals | (55) | (356) | (145) | - | (556) |
| Exchange differences | - | 39 | 37 | - | 76 |
| Retirements | - | (255) | (3,437) | - | (3,692) |
| Balance as of 31 December 2010 | 2,571 | 5,297 | 1,724 | - | 9,592 |
| Net book value as of 31 December 2010 | 21,050 | 15,943 | 9,254 | 1,567 | 47,814 |
| Net book value as of 31 December 2009 | 21,154 | 3,664 | 1,869 | 544 | 27,231 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
7 Property, plant and equipment (cont'd)
Company
| Vehicles | Other property, plant and equipment | Construction in progress | Total | |
|---|---|---|---|---|
| Cost: | ||||
| Balance as of 1 January 2009 | 2,865 | 2,161 | 163 | 5,189 |
| Additions | 391 | 699 | 381 | 1,471 |
| Disposals | (102) | (31) | - | (133) |
| Balance as of 31 December 2009 | 3,154 | 2,829 | 544 | 6,527 |
| Additions | 905 | 642 | 385 | 1,932 |
| Disposals | (195) | (603) | (687) | (1,485) |
| Balance as of 31 December 2010 | 3,864 | 2,868 | 242 | 6,974 |
| Accumulated depreciation: | ||||
| Balance as of 1 January 2009 | 1,276 | 1,231 | - | 2,507 |
| Charge for the year | 582 | 492 | - | 1,074 |
| Disposals | (73) | (23) | - | (96) |
| Balance as of 31 December 2009 | 1,785 | 1,700 | - | 3,485 |
| Charge for the year | 614 | 530 | - | 1,144 |
| Disposals | (125) | (530) | - | (655) |
| Balance as of 31 December 2010 | 2,274 | 1,700 | - | 3,974 |
| Net book value as of 31 December 2010 | 1,590 | 1,168 | 242 | 3,000 |
| Net book value as of 31 December 2009 | 1,369 | 1,129 | 544 | 3,042 |
The depreciation charge of the Group's and the Company's property, plant and equipment for the year 2010 amounts to LTL 7,862 thousand and LTL 1,144 thousand, respectively (LTL 3,106 thousand and LTL 1,074 thousand in the year 2009, respectively). Amounts of LTL 3,536 thousand and LTL 1,128 thousand for the year 2010 (LTL 2,515 thousand and LTL1,032 thousand for the year 2009) have been included into general and administrative expenses in the Group's and the Company's statement of comprehensive income, respectively. Meanwhile, LTL 16 thousand (LTL 42 thousand in 2009) have been included into other operating expenses in the Group's and Company's statement of comprehensive income. The remaining depreciation expenses of property, plant and equipment have been included into the cost of sales.
Property, plant and equipment of the Group and the Company with an acquisition cost of LTL 5,060 thousand and LTL 1,432 thousand, respectively, were fully depreciated as of 31 December 2010 (LTL 3,175 thousand and LTL 932 thousand as of 31 December 2009, respectively), but were still in active use.
As described in Note 15, as of 31 December 2010 buildings of the Group with a net book value of LTL 16,828 thousand were pledged to banks as collateral for the loans (LTL 17,297 thousand as of 31 December 2009).
36
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
8 Investments into subsidiaries
The Company's investments into subsidiaries as of 31 December 2010 and 31 December 2009 are as follows:
| 2010 | 2009 | |
|---|---|---|
| Cost of investments at the beginning of the year | 45,419 | 30,177 |
| Increase of authorised share capital of UAB Šiaulių Butų Remonto Tarnyba | 55,000 | - |
| Increase of authorised share capital of UAB Naujamiesčio būstas | 23,943 | - |
| Increase of authorised share capital of UAB Namų priežiūros centras | 6,234 | - |
| Establishment of four new subsidiaries: UAB Baltijos liftai, UAB Baltijos pastatų valdymas, UAB Baltijos būsto priežiūra, UAB Školos LT | 40 | - |
| Increase of authorised share capital of UAB Baltijos liftai | 1,000 | - |
| Disposal of UAB Atidumas to UAB Ūkvedys | (3,413) | - |
| Legal compensation received for investment in UAB Ąžuolyno Valda* | (843) | - |
| Acquisition of UAB Fervéja | - | 12,968 |
| Acquisition of non-controlling interest of UAB Pempininkų valdos | - | 100 |
| Increase of authorised share capital of OAO City Service | - | 1,133 |
| Set-off loss of OAO City Service carried from 2008 | - | 1,785 |
| Acquisition of UAB Šiaulių Butų Remonto Tarnyba | - | 91 |
| Impairment of investment in Šiauliai | - | (711) |
| Reduction of share capital in TOB Kiev City Service | (87) | (124) |
| Cost of investments at the period end | 127,293 | 45,419 |
*After a litigation process in 2010 the Company received a compensation from Klaipėda city municipality for the acquisition of UAB Ąžuolyno Valda due to incorrect financial data provided on the subsidiary at the date of its acquisition. The compensation received was used to decrease the cost of investment in the Company, as indicated in the table above.
Impairment testing of investments has been performed by the management of the Group using methods and based on assumptions described in Note 4. Based on management's estimations no impairment issue exists as of 31 December 2010 and 2009.
9 Inventories
| Group | Company | |||
|---|---|---|---|---|
| As of 31 December 2010 | As of 31 December 2009 | As of 31 December 2010 | As of 31 December 2009 | |
| Raw and auxiliary materials | 2,239 | 1,873 | 529 | 319 |
| Goods for resale | 656 | 2,144 | - | 3 |
| Other | 384 | 1 | - | - |
| 3,279 | 4,018 | 529 | 322 | |
| Less: net realisable value allowance | (93) | (109) | - | - |
| 3,186 | 3,909 | 529 | 322 |
Change in allowance for inventories for the year 2010 and 2009 has been included into general and administrative expenses.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
10 Prepayments
Prepayments of the Group amount to LTL 11,125 thousand as of 31 December 2010 (LTL 13,991 thousand as of 31 December 2009) and mainly include prepayments to subcontractors for residential renovation projects in St. Petersburg amounting to LTL 9,928 thousand (LTL 12,034 thousand as of 31 December 2009).
11 Trade receivables
| Group | Company | |||
|---|---|---|---|---|
| As of 31 December 2010 | As of 31 December 2009 | As of 31 December 2010 | As of 31 December 2009 | |
| Trade receivables, gross | 116,139 | 84,871 | 39,779 | 33,462 |
| Less: allowance for doubtful trade receivables | (20,656) | (10,958) | (1,444) | (1,370) |
| 95,483 | 73,913 | 38,335 | 32,092 |
Change in allowance for doubtful trade receivables for the year 2010 and 2009 has been included into general and administrative expenses.
As of 31 December 2010 a part of Group's and Company's trade receivables in the amount of LTL 2,410 thousand and LTL 744 thousand, respectively, are accounted under non-current receivables caption (LTL 2,286 thousand and LTL 29 thousand as of 31 December 2009).
The Group's and the Company's accounts receivable from Vilnius City Municipality for maintenance and heat supply within Vilnius schools and kindergartens amounts to LTL 27,326 thousand as of 31 December 2010 (LTL 15,014 thousand as of 31 December 2009).
Trade receivables are non-interest bearing and are generally collectible on 30 - 90 days terms.
Movements in the allowance for impairment of the Group's receivables were as follows:
| Individually impaired | Collectively impaired | Total | |
|---|---|---|---|
| Balance as of 1 January 2009 | 1,094 | 3,357 | 4,451 |
| Charge for the year | - | 7,837 | 7,837 |
| Exchange differences | - | (236) | (236) |
| Reversed during the year | (1,094) | - | (1,094) |
| Balance as of 31 December 2009 | - | 10,958 | 10,958 |
| Charge for the year | 827 | 13,141 | 13,968 |
| Exchange differences | (146) | (1,515) | (1,661) |
| Reversed during the year | (157) | (2,452) | (2,609) |
| Balance as of 31 December 2010 | 524 | 20,132 | 20,656 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
11 Trade receivables (cont'd)
Movements in the allowance for impairment of the Company's receivables were as follows:
| Individually impaired | Collectively impaired | Total | |
|---|---|---|---|
| Balance as of 1 January 2009 | 284 | 204 | 488 |
| Charge for the year | - | 1,166 | 1,166 |
| Reversed during the year | (284) | - | (284) |
| Balance as of 31 December 2009 | - | 1,370 | 1,370 |
| Charge for the year | - | 74 | 74 |
| Balance as of 31 December 2010 | - | 1,444 | 1,444 |
The ageing analysis of the Group's trade receivables (presented net of allowance for impaired receivables) as of 31 December is as follows:
| Trade receivables neither past due nor impaired | Trade receivables past due but not impaired | Total | |||||
|---|---|---|---|---|---|---|---|
| Less than 30 days | 30 – 60 days | 60 – 90 days | 90 – 360 days | More than 360 days | |||
| 2009 | 42,759 | 9,109 | 8,193 | 6,180 | 7,672 | - | 73,913 |
| 2010 | 46,349 | 13,788 | 9,888 | 5,620 | 15,074 | 4,764 | 95,483 |
The growth of the Group receivables overdue for more than 90 days was caused mainly by the increase in the receivables from municipal entities in AB City Service and decrease of valuation allowance in Russian subsidiaries as a result of the increased effectiveness of bad debt collection.
The ageing analysis of the Company's trade receivables (presented net of allowance for impaired receivables) as of 31 December is as follows:
| Trade receivables neither past due nor impaired | Trade receivables past due but not impaired | Total | |||||
|---|---|---|---|---|---|---|---|
| Less than 30 days | 30 – 60 days | 60 – 90 days | 90 – 360 days | More than 360 days | |||
| 2009 | 20,031 | 4,895 | 4,844 | 759 | 1,563 | - | 32,092 |
| 2010 | 15,107 | 5,333 | 5,919 | 713 | 10,117 | 1,146 | 38,335 |
Trade receivables of the Company overdue for more than 90 days consist mainly of receivables from municipal entities, which, in the view of the management, do not bear the risk of non-repayment.
12 Other receivables
Other receivables of the Group and the Company as of 31 December 2010 mainly increased due to loan granted to UAB Novrita in the amount of LTL 8,705 thousand with maturity on 31 December 2011, fixed interest rate of 7 % applied. Other receivables of the Group also include restricted cash held as guarantee to suppliers in amount of LTL 519 thousand (refer to Note 13).
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
13 Cash and cash equivalents
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Cash at bank | 17,308 | 5,303 | 246 | 425 |
| Cash on hand | 127 | 62 | 50 | - |
| Short-term deposits | - | 145 | - | - |
| 17,435 | 5,510 | 296 | 425 |
The original term of all deposits is less than three months, the weighted average annual interest rate of the Group as of 31 December 2010 was 7% (7.7% in 2009).
Short-term deposits are usually made for one month period and earn interest at the respective deposit rates. The fair value of cash and short-term deposits as of 31 December 2010 of the Group and the Company was LTL 17,435 thousand and LTL 296 thousand respectively (LTL 5,510 thousand and LTL 425 thousand in 2009, respectively).
As of 31 December 2010 the Group had restricted cash of LTL 1,271 thousand (LTL 462 thousand as of 31 December 2009) held in the bank as guarantees provided by subsidiaries SIA Riga City Service and UAB Naujamiescio Būstas to their suppliers. LTL 752 thousand is accounted for under non-current receivables caption, whereas the remaining amount – under other receivables caption in the statement of financial position as of 31 December 2010 (the whole amount was accounted for under non-current receivables caption as of 31 December 2009).
As of 31 December 2010 and 2009 bank accounts of the Company and its subsidiaries are pledged to banks for loans, as described further in Note 15.
14 Reserves and share premium
Legal reserve
A legal reserve is a compulsory reserve under Lithuanian legislation. Annual transfers of not less than 5% of distributable retained earnings calculated for statutory reporting purposes are required until the reserve reaches 10% of the share capital.
Other reserves
Based on the shareholder's decision other reserves of LTL 6,000 thousand were formed from the retained earnings during the year 2009 for acquisition of its own shares.
Share premium
Share premium represents the excess of the share issue price over nominal value of the shares issued.
According to the laws of the Republic of Lithuania share surplus cannot be distributed, it can only be converted to the share capital or used to cover accumulated losses.
40
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
15 Borrowings
The list of borrowings of the Group and the Company as of 31 December 2010 and 2009 are as follows:
| Creditor | Curren- cy of the loan | Amount of the loan (in currency of the loan) | Final repayment date | Group | Company | ||
|---|---|---|---|---|---|---|---|
| Balance as of 31 December 2010 (LTL) | Balance as of 31 December 2009 (LTL) | Balance as of 31 December 2010 (LTL) | Balance as of 31 December 2009 (LTL) | ||||
| Current loans | |||||||
| Swedbank, AB (overdraft) | EUR | 1,448 | 17.08.2011 | 5,000 | 5,000 | 5,000 | 5,000 |
| Swedbank, AB (overdraft) | LTL | 5,000 | 17.08.2011 | 4,465 | 887 | 4,465 | 887 |
| DnB NORD bankas, AB (UAB Ecoservice)* | EUR | 435 | 30.11.2012 | 1,388 | - | - | - |
| Tax loan (UAB Naujamiesčio Bustas) | LTL | 1,040 | 10.06.2010 | - | 416 | - | - |
| Group Account (eliminated in the consolidated group accounts)** | Unspecified | Unspecified | Unspecified | - | - | 4,953 | 3,430 |
| Current loan balance | 10,853 | 6,303 | 14,418 | 9,317 | |||
| Non-current loans | |||||||
| Swedbank, AB | EUR | 10,486 | 09.08.2015 | 27,775 | 28,765 | 27,775 | 28,765 |
| UAB Bionovus (UAB Ecoservice) | LTL | 2,177 | 31.12.2012 | 1,218 | - | - | - |
| Less: current portion of non-current borrowings | (7,116) | (7,116) | (7,116) | (7,116) | |||
| Non-current loan balance | 21,877 | 21,649 | 20,659 | 21,649 |
- Due to loan agreement conditions, stating that the bank has the right to claim the loan amount at any time, the loan is classified as current loan.
- Based on overdraft facility agreement signed on 25 August 2008 among the Company, its subsidiaries operating in Lithuania and Swedbank, AB, the Group can utilise net cash balances of the Company and its subsidiaries operating in Lithuania as inter-group borrowings.
Actual interest rates are close to effective interest rates. As of 31 December 2010 the weighted average annual interest rate of borrowings outstanding was 3.3% (3.5% as of 31 December 2009). In 2010 and 2009 the period of re-pricing of floating interest rates on borrowings was 6 months.
The total unutilized borrowing facilities of the Group and the Company as of 31 December 2010 amounted to LTL 535 thousand for both (LTL 4,113 thousand for both, the Group and the Company, as of 31 December 2009).
For all the loans of the Group and the Company variable interest rates apply. Terms of repayment of non-current debt are as follows:
| Term | Group | Company | ||
|---|---|---|---|---|
| As of 31 December 2010 | As of 31 December 2009 | As of 31 December 2010 | As of 31 December 2009 | |
| Within one year | 7,116 | 7,116 | 7,116 | 7,116 |
| In the period of five years | 21,877 | 21,649 | 20,659 | 21,649 |
| 28,993 | 28,765 | 27,775 | 28,765 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
15 Borrowings (cont'd)
For the loan and overdraft facility the Company and its subsidiaries have pledged to the bank real estate (refer to Note 7) and bank accounts of the Company and its subsidiaries operating in Lithuania. For the loan of UAB Ecoservice accounted for as current, the Company has pledged to the bank its assets, up to amount of LTL 1,001 thousand.
Compliance with loan covenants
Based on the terms of the loan and overdraft agreements, the Group and the Company have to comply with certain financial and non-financial covenants, such as: debt service coverage ratio, financial debt to EBITDA ratio, requirements for the minimum capital of the Company and a minimum set volume of the Company's and its subsidiaries bank transactions through the bank.
One of the Group's subsidiaries - UAB Ecoservice - as of 31 December 2010 was not in compliance with a bank covenant, as described further: UAB Ecoservice has two bank loans from AB DnB Nord Bankas for the amount of LTL 1,388 thousand with maturity on 30 November 2012. According to the agreements it is required to perform a turnover through the latter bank's accounts of no less than the proportion between loans received from AB DnB Nord Bankas and all other financial debts. As of 31 December 2010 the company was not in compliance with this covenant. The agreements also contain a clause, which states that starting from 1 December 2011 the agreement can be terminated, regardless of compliance with covenants. Due to this clause, the financial debts are classified as current loans in the statements of financial position of the Group in total amount of LTL 1,388 thousand as of 31 December 2010.
As of 31 December 2010 AB City Service complied with all debt covenants as set in financial agreements.
16 Financial lease
The assets leased by the Group and the Company under financial lease contracts mainly consist of vehicles. Apart from the lease payments, other obligations under lease contracts are maintenance and insurance. The net book value of the vehicles acquired under financial lease amounted to LTL 13,892 thousand as of 31 December 2010 in the Group and LTL 842 thousand in the Company (LTL 952 thousand in the Group and LTL 533 thousand in the Company as of 31 December 2009). The terms of the financial lease agreements are from 2 to 4 years. The currencies of the financial lease agreements are EUR and LTL.
As of 31 December 2010 the interest rate on the financial lease obligations is 6 month EUR LIBOR + 1.2% - 4.1%, or 6 month VILIBOR + 2.3% (as of 31 December 2009 - 6 month EUR LIBOR + 1% - 4.1%, 3 month EUR LIBOR + 3%, or 6 month VILIBOR + 2.3%).
Future minimal lease payments under the above mentioned financial lease contracts as of 31 December 2010 are as follows:
| Group | Company | |
|---|---|---|
| Within one year | 3,877 | 305 |
| From one to five years | 5,637 | 480 |
| Total financial lease obligations | 9,514 | 785 |
| Interest | (398) | (50) |
| Present value of financial lease obligations | 9,116 | 735 |
| Financial lease obligations are accounted as: | ||
| - current | 3,662 | 285 |
| - non-current | 5,454 | 450 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
16 Financial lease (cont'd)
Future minimal lease payments under the above mentioned financial lease contracts as of 31 December 2009 are as follows:
| Group | Company | |
|---|---|---|
| Within one year | 515 | 282 |
| From one to five years | 238 | 141 |
| Total financial lease obligations | 753 | 423 |
| Interest | (38) | (27) |
| Present value of financial lease obligations | 715 | 396 |
| Financial lease obligations are accounted as: | ||
| - current | 486 | 265 |
| - non-current | 229 | 131 |
17 Operating lease
As of 31 December 2010 and 2009 the Group and the Company had several contracts of operating lease for vehicles outstanding. The remaining part of the operating lease comprises of rent of offices in Vilnius, Riga and St. Petersburg. The terms of lease do not include restrictions of the activities of the Group and the Company in connection with the dividends, additional borrowings or additional lease agreements.
Minimal future lease payments according to the signed non-cancellable operating lease contracts are as follows:
| Group | Company | |||
|---|---|---|---|---|
| As of 31 December 2010 | As of 31 December 2009 | As of 31 December 2010 | As of 31 December 2009 | |
| Within one year | 901 | 1,021 | 205 | 208 |
| From one to five years | 1,024 | 1,962 | 14 | 62 |
| 1,925 | 2,983 | 219 | 270 |
The Company has also entered into several vehicle operating lease agreements with employees. However, the agreements are cancellable; therefore, minimum lease payments are not disclosed.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
18 Non-current employee benefits
As of 31 December 2010 the Group and Company accounted for non-current employee benefits for employees leaving the Group or the Company at the age of retirement. Related expenses are included into operating expenses in the Group's and the Company's statements of comprehensive income and under the non-current employee benefits caption in the statements of financial position.
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| As of 31 December of the previous year | 460 | - | 226 | - |
| Additions arising from acquisitions of new subsidiaries | 194 | 437 | - | - |
| Change during the year | 70 | 23 | 86 | 226 |
| As of 31 December of the financial year | 724 | 460 | 312 | 226 |
Main assumptions applied while evaluating the Group's and the Company's non-current employee benefits are as follows:
| As of 31 December 2010 | As of 31 December 2009 | |
|---|---|---|
| Discount rate | 4.85% | 7.67 % |
| Anticipated annual salary increase | 3.00% | 3-5 % |
19 Trade and other payables
Terms and conditions of the financial liabilities other than borrowings are as follows:
- Trade payables are non-interest bearing and are normally settled on 60-day terms.
- Other payables are non-interest bearing and have an average term of six months.
Trade payables of the Group amount to LTL 70,768 thousand as of 31 December 2010 and have decreased since the prior year (LTL 72,555 as of 31 December 2009).
20 Advances received
A significant part of the Group's and the Company's advances received consists of payments received from UAB Litesko and UAB Vilniaus Energija for heating system renovation works amounting to LTL 3,468 thousand as of 31 December 2010 (LTL 3,009 thousand as of 31 December 2009). The remaining amount represents advances received from the owners of commercial and residential buildings administrated by the Group and the Company for repair and other works.
21 Other current liabilities
| Group | Company | |||
|---|---|---|---|---|
| As of 31 December 2010 | As of 31 December 2009 | As of 31 December 2010 | As of 31 December 2009 | |
| Salaries and social security | 3,757 | 3,289 | 702 | 860 |
| Vacation pay accrual | 4,894 | 4,085 | 1,953 | 1,920 |
| Accrued expenses and deferred income | 2,790 | 3,534 | 1,049 | 1,352 |
| Other current liabilities | 6,328 | 5,505 | 1,471 | 610 |
| 17,769 | 16,413 | 5,175 | 4,742 |
Other current liabilities mostly represent other payables and taxes payable other than profit tax.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
22 Sales
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Buildings' administration and related services | 484,040 | 332,317 | 97,662 | 92,028 |
| Heating system renovation and heating components installation services | 19,157 | 31,268 | 19,157 | 31,268 |
| Waste management | 37,317 | - | - | - |
| Other services and goods | 1,332 | 10,910 | 1,332 | 1,274 |
| 541,846 | 374,495 | 118,151 | 124,570 |
The Company has a relatively significant concentration of trading counterparties. The main customer of the Company – Vilnius City Municipality – in 2010 and 2009 accounted for 27 % and 24 %, of total Company's sales, respectively.
Increase in Group's sales volume is attributable to the enlargement of the Group in 2010 as well as to the increase in the activity volume and tariffs in the CIS countries.
Information about customer specific contracts in progress as of 31 December 2010 and 2009:
| Group and Company | ||
|---|---|---|
| 2010 | 2009 | |
| Sales of customer specific contracts in progress, recognised in the statement of comprehensive income during the year | 990 | 7,549 |
| Sales from customer specific contracts in progress, recognised to date | 22,522 | 23,052 |
| Expenses incurred on the customer specific contracts, recognised in the statement of comprehensive income during the year | 648 | 7,917 |
| Expenses incurred on the customer specific contracts, recognised to date | 16,858 | 17,411 |
| (Deferred) contract revenue (included in other current liabilities caption within the statement of financial position in 2010 and 2009) | (1,050) | (1,352) |
| Due from customers (accounted for as trade accounts receivable) | 1,977 | 9,693 |
| Due to customers (accounted for as advances received) | 3,468 | 3,009 |
23 Cost of sales
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Services of subcontractors and materials used | 374,302 | 250,606 | 66,309 | 83,164 |
| Wages and salaries and social security | 64,655 | 52,205 | 19,643 | 17,271 |
| Cost of goods sold | 4,345 | 5,373 | 867 | 630 |
| Depreciation | 4,330 | 569 | - | - |
| Other | 2,925 | - | - | - |
| Total cost of sales | 450,557 | 308,753 | 86,819 | 101,065 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
24 General and administrative expenses
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Wages and salaries and social security | 28,136 | 17,013 | 6,535 | 5,266 |
| Allowance for and write-off of receivables | 11,359 | 6,743 | 74 | 882 |
| Depreciation and amortisation | 6,633 | 3,969 | 1,169 | 1,091 |
| Commissions for collection of payments | 4,367 | 3,375 | 1,609 | 1,692 |
| Consulting and similar expenses | 2,921 | 2,041 | 1,017 | 884 |
| Rent of premises and other assets | 2,639 | 1,822 | 1,160 | 1,112 |
| Computer software maintenance | 693 | 608 | 46 | 44 |
| Utilities | 1,113 | 677 | 333 | 250 |
| Fuel expenses | 1,013 | 508 | 162 | 134 |
| Transportation | 907 | 445 | 159 | 209 |
| Advertising | 1,232 | 678 | 857 | 557 |
| Communication expenses | 1,028 | 891 | 233 | 289 |
| Business trips and training | 1,053 | 725 | 857 | 546 |
| Taxes other than income tax | 751 | 354 | 22 | 22 |
| Representational costs | 663 | 204 | 407 | 127 |
| Charity and support | 630 | 453 | 554 | 443 |
| Bank payments | 569 | 505 | 55 | 77 |
| Insurance | 453 | 487 | 135 | 226 |
| Vacation pay accrual | 809 | 1,405 | 32 | 298 |
| Other | 2,905 | 2,643 | 1,128 | 1,729 |
| Total general and administrative expenses | 69,874 | 45,546 | 16,544 | 15,878 |
25 Other operating income (expenses), net
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Income from rent | 102 | 483 | 149 | 162 |
| Gain on disposal of property, plant and equipment | 556 | 46 | - | 4 |
| Fines and penalties | 2,227 | 1,018 | - | - |
| Tax risk accrual reversal | 1,819 | - | - | - |
| Other income | 2,743 | 1,508 | 401 | 397 |
| Total other operating income | 7,447 | 3,055 | 550 | 563 |
| Depreciation of rented assets | 16 | 42 | 16 | 42 |
| Fines and penalties | 710 | 886 | 84 | - |
| Legal claims* | 425 | - | - | - |
| State duties** | 296 | - | - | - |
| Other expenses | 2,691 | 1,735 | 422 | 474 |
| Total other operating expenses | 4,138 | 2,663 | 522 | 516 |
- Expenses relate to claim payments to inhabitants in St. Petersburg, mainly for roof leaks during winter.
**Expenses for government fees paid for failed legal cases in St. Petersburg subsidiaries.
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
26 Finance income and (expenses), net
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Interest income | 687 | 215 | 1,683 | 1,768 |
| Dividend income | - | - | 1,930 | 5,225 |
| Foreign currency exchange gain | 1,101 | 75 | 34 | 71 |
| Gain on sale of investments | 346 | 426 | 287 | - |
| Other financial income | 219 | 174 | 8 | 31 |
| Total finance income | 2,353 | 890 | 3,942 | 7,095 |
| Interest (expenses) | (1,611) | (2,796) | (1,379) | (1,179) |
| Foreign currency exchange loss | (92) | (1,078) | (43) | (206) |
| Impairment of investments | - | - | - | (835) |
| Discounting effect of long-term loans | - | (240) | - | - |
| Other financial (expenses) | (138) | (379) | (87) | (28) |
| Total finance (expenses) | (1,841) | (4,493) | (1,509) | (2,248) |
| Financial activity, net | 512 | (3,603) | 2,433 | 4,847 |
27 Income tax
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Components of the income tax expenses | ||||
| Current income tax | 4,502 | 4,245 | 2,109 | 2,182 |
| Deferred income tax (income) expenses | (4,698) | (2,513) | 90 | (326) |
| Income tax (income) expenses recorded in the statement of comprehensive income | (196) | 1,732 | 2,199 | 1,856 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
27 Income tax (cont'd)
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Deferred income tax asset | ||||
| Allowance for accounts receivable | 7,906 | 5,823 | 217 | 205 |
| Allowance for inventories | 17 | 17 | - | - |
| Accruals and similar temporary differences | 1,106 | 1,040 | 340 | 322 |
| Deferred income (percentage of completion method) | 158 | 203 | 157 | 203 |
| Impairment of investments | - | - | 63 | 125 |
| Tax loss carry forward | 2,391 | 3,077 | - | - |
| Tax goodwill | 2,651 | - | - | - |
| Deferred income tax asset before valuation allowance | 14,229 | 10,160 | 777 | 855 |
| Less: valuation allowance | (3,797) | (5,113) | (217) | (205) |
| Deferred income tax asset, net of valuation allowance | 10,432 | 5,047 | 560 | 650 |
| Deferred income tax liability | ||||
| Property, plant and equipment and intangible assets | (14,724) | (12,290) | - | - |
| Accrued income and other | (2,904) | (2,177) | - | - |
| Deferred income tax liability | (17,628) | (14,467) | - | - |
| Deferred income tax, net | (7,196) | (9,420) | 560 | 650 |
| Presented in the statement of financial position as follows: | ||||
| Deferred income tax asset | 7,025 | 2,630 | 560 | 650 |
| Deferred income tax liability | (14,221) | (12,050) | - | - |
The Group's deferred tax asset and liability were netted-off to the extent they related to the same tax administration institution and the same taxable entity.
Tax loss carry forward can be utilised as follows: in Lithuania (LTL 10,234 thousand as of 31 December 2010) – indefinitely, in Russia (LTL 4,281 thousand as of 31 December 2010) – mainly until the year 2012.
Deferred income tax asset and liability, related to entities operating in Lithuania, were accounted at 15 % rate in 2010 and 2009. The deferred tax of companies operating in Russia, Ukraine and Latvia was calculated using 20 %, 25 % and 15 % tax rates, respectively in 2010 (same as in 2009).
Due to mergers of UAB Būsto Investicijų Valdymas with UAB Naujamiesčio Būstas, UAB Namų Priežiūros Centras with UAB Sinsta, and UAB Atidumas with UAB Ūkvedys (Note 1), tax goodwill was created as of the merger dates. Consequently, the respective deferred tax asset arising on this transaction amounting to LTL 2,651 thousand was accounted for in the Group's financial statements as of 31 December.
48
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
27 Income tax (cont'd)
The changes of temporary differences before and after tax effect in the Group were as follows:
| Recognised | |
|---|---|
| Balance as of 31 December 2009 | Balance as of 31 December 2009 |
| Allowance for accounts receivable | 30,685 |
| Allowance for inventories | 85 |
| Accruals and similar temporary differences | 6,203 |
| Deferred income (percentage of completion) | 1,352 |
| Tax loss carry forward | 18,400 |
| Tax goodwill | - |
| Property, plant and equipment and intangible assets | (73,805) |
| Accrued income and other | (10,915) |
| Total temporary differences before valuation allowance | (27,995) |
| Valuation allowance | (26,703) |
| Total temporary differences | (54,698) |
| Deferred income tax, net | (9,420) |
| Recognised in statement of | |
| Balance as of 31 December 2008 | comprehensive income |
| Allowance for accounts receivable | 7,750 |
| Allowance for inventories | 335 |
| Accruals and similar temporary differences | 3,915 |
| Deferred income (percentage of completion) | - |
| Tax loss carry forward | 3,259 |
| Property, plant and equipment and intangible assets | (18,956) |
| Accrued income and other | (1,595) |
| Total temporary differences before valuation allowance | (5,292) |
| Valuation allowance | (1,003) |
| Total temporary differences | (6,295) |
| Deferred income tax, net | (1,220) |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
27 Income tax (cont'd)
The changes of temporary differences before and after tax effect in the Company were as follows:
| Balance as of 31 December 2009 | Recognised in statement of comprehensive income | Balance as of 31 December 2010 | |
|---|---|---|---|
| Allowance for accounts receivable | 1,370 | 74 | 1,444 |
| Accruals and similar temporary differences | 2,147 | 118 | 2,265 |
| Deferred income (percentage of completion method) | 1,352 | (303) | 1,049 |
| Impairment of investments | 835 | (418) | 417 |
| Total temporary differences | 5,704 | (529) | 5,175 |
| Valuation allowance | (1,370) | (74) | (1,444) |
| Total temporary differences | 4,334 | (603) | 3,731 |
| Deferred income tax, net | 650 | (90) | 560 |
| Balance as of 31 December 2008 | Recognised in statement of comprehensive income | Balance as of 31 December 2009 | |
| Allowance for accounts receivable | 488 | 882 | 1,370 |
| Accruals and similar temporary differences | 1,622 | 525 | 2,147 |
| Deferred income (percentage of completion method) | - | 1,352 | 1,352 |
| Impairment of investments | - | 835 | 835 |
| Total temporary differences | 2,110 | 3,594 | 5,704 |
| Valuation allowance | (488) | (882) | (1,370) |
| Total temporary differences | 1,622 | 2,712 | 4,334 |
| Deferred income tax, net | 324 | 326 | 650 |
The reported amount of income tax expenses attributable to the year can be reconciled to the amount of income tax expenses that would result from applying statutory income tax rate to pre tax income as follows:
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Income tax expenses computed at 15 % in 2010 and 20% in 2009 | 3,791 | 3,405 | 2,587 | 2,504 |
| Effect of different tax rates applicable to foreign subsidiaries | (354) | - | - | - |
| Deferred tax asset recognized on reorganization of subsidiaries (on tax goodwill) | (2,651) | - | - | - |
| Effect of change in tax rate | - | (1,185) | - | 217 |
| Change in deferred tax asset valuation allowance | (1,316) | (1,187) | 12 | (107) |
| Permanent differences | 334 | 699 | (400) | (758) |
| Income tax expenses reported in the statement of comprehensive income | (196) | 1,732 | 2,199 | 1,856 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
28 Basic and diluted earnings per share (LTL)
Basic earnings per share are calculated by dividing the net profit attributable to the shareholders by the weighted average number of ordinary shares issued and paid during the year. The Company has no diluting instruments, therefore basic and diluted earnings per share are equal. Calculation of basic and diluted earnings per share is presented below:
| Group | ||
|---|---|---|
| 2010 | 2009 | |
| Net profit attributable to the shareholders | 24,935 | 14,446 |
| Number of shares (thousand), opening balance | 19,110 | 19,110 |
| Number of shares (thousand), closing balance | 31,610 | 19,110 |
| Weighted average number of shares (thousand) | 31,096 | 19,110 |
| Basic and diluted earnings per share (LTL) | 0.80 | 0.76 |
As disclosed in Note 1, on 13 January 2010 the share capital of the Company was increased up to LTL 31,610 thousand. As of 31 December 2010 the authorized share capital of the Company is divided into 31,610 thousand ordinary registered shares with the nominal value of LTL 1 each.
29 Dividends per share
| 2010 | 2009 | |
|---|---|---|
| Approved dividends* | 2,687 | 2,102 |
| Number of shares (in thousand)** | 31,610 | 19,110 |
| Approved dividends per share (LTL) | 0.09 | 0.11 |
- The year when the dividends are approved.
** At the date when dividends are approved.
30 Financial assets and liabilities and risk management
Credit risk
The Group's and the Company's procedures are in force to ensure on a permanent basis that sales are made to customers with an appropriate credit history and do not exceed an acceptable credit exposure limit. Furthermore, the credit risk of the main customer of the Company, regarding which there is a trading and credit risk concentration (Note 22), is managed by trying to get partial prepayments from these customers. Receivables from Vilnius City Municipality as of 31 December 2010 amounted to 28% and 70% of the Group's and the Company's total trade accounts receivable, respectively (20% and 47% as of 31 December 2009, respectively).
The maximum exposure to credit risk is represented by the carrying amount of each financial asset. Therefore, the Company's management considers that its maximum exposure is reflected by the amount of trade and other receivables, net of allowance for doubtful accounts recognised at the date of the statement of financial position.
Interest rate risk
The major part of the Group's and the Company's borrowings (loans and financial lease obligations) are subject to variable rates, related to EUR LIBOR and VILIBOR, which create an interest rate risk (Notes 15 and 16). There are no financial instruments designated to manage the exposure to the interest rate risk outstanding as of 31 December 2010 and 2009.
51
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
30 Financial assets and liabilities and risk management (cont'd)
Interest rate risk (cont'd)
The following table demonstrates the sensitivity of the Group's profit before tax (through the impact on floating rate borrowings) to a reasonably possible change in interest rates, with all other variables held constant. There is no impact on the Group's equity, other than that to current year profit.
| 2010 | Increase/decrease in basis points | Effect on the profit before the income tax |
|---|---|---|
| EUR | +100 | (430) |
| LTL | +100 | (60) |
| LTL | -100 | 60 |
| 2009 | ||
| EUR | +100 | (338) |
| EUR | -100 | 338 |
| LTL | +100 | (9) |
| LTL | -100 | 9 |
The following table demonstrates the sensitivity of the Company's profit before tax (through the impact on floating rate borrowings) to a reasonably possible change in interest rates, with all other variables held constant. There is no impact on the Company's equity, other than that to current year profit.
| 2010 | Increase/decrease in basis points | Effect on the profit before the income tax |
|---|---|---|
| EUR | +100 | (335) |
| LTL | +100 | (45) |
| LTL | -100 | 45 |
| 2009 | ||
| EUR | +100 | (338) |
| EUR | -100 | 338 |
| LTL | +100 | (9) |
| LTL | -100 | 9 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
30 Financial assets and liabilities and risk management (cont'd)
Liquidity risk
The Group's and the Company's policy is to maintain sufficient cash and cash equivalents or have available funding through an adequate amount of committed overdraft and loans to meet its commitments at a given date in accordance with its strategic plans. The Group's liquidity (current assets / current liabilities) and quick ((current assets – inventory) / current liabilities) ratios as of 31 December 2010 were 1.01 and 0.99 respectively (0.84 and 0.81 as of 31 December 2009 respectively). The Company's liquidity and quick ratios as of 31 December 2010 were 1.58 and 1.57 respectively (1.88 and 1.87 as of 31 December 2009, respectively).
The table below summarises the maturity profile of the Group's financial liabilities as of 31 December 2010 and 2009 based on contractual undiscounted payments:
| On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | More than 5 years | Total | |
|---|---|---|---|---|---|---|
| Non-current interest bearing borrowings | - | - | - | 23,100 | - | 23,100 |
| Financial lease obligations | - | 969 | 2,908 | 5,637 | - | 9,514 |
| Current portion of non-current interest bearing borrowings | - | 2,018 | 5,973 | - | - | 7,991 |
| Current loans | - | - | 11,233 | - | - | 11,233 |
| Trade payables | - | 70,768 | - | - | - | 70,768 |
| Payables to related parties | - | 22,017 | - | - | - | 22,017 |
| Other current liabilities | - | 86 | - | - | - | 86 |
| Balance as of 31 December 2010 | - | 95,858 | 20,114 | 28,737 | - | 144,709 |
| Non-current interest bearing borrowings | - | - | - | 22,800 | - | 22,800 |
| Financial lease obligations | - | 85 | 430 | 238 | - | 753 |
| Current portion of non-current interest bearing borrowings | - | 2,024 | 5,965 | - | - | 7,989 |
| Current loans | 947 | 222 | 5,333 | - | - | 6,502 |
| Trade payables | 162 | 28,232 | 44,161 | - | - | 72,555 |
| Payables to related parties | 196 | 11,331 | 844 | 76 | - | 12,447 |
| Other current liabilities | - | 24 | - | - | - | 24 |
| Balance as of 31 December 2009 | 1,305 | 41,918 | 56,733 | 23,114 | - | 123,070 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
30 Financial assets and liabilities and risk management (cont'd)
Liquidity risk (cont'd)
The table below summarises the maturity profile of the Company's financial liabilities as of 31 December 2010 and 2009 based on contractual undiscounted payments:
| On demand | Less than 3 months | 3 to 12 months | 1 to 5 years | More than 5 years | Total | |
|---|---|---|---|---|---|---|
| Non-current interest bearing borrowings | - | - | - | 21,797 | - | 21,797 |
| Current portion of non-current interest bearing borrowings | - | 2,018 | 5,973 | - | - | 7,991 |
| Current loans | - | - | 14,695 | - | - | 14,695 |
| Financial lease obligations | - | 76 | 229 | 480 | - | 785 |
| Trade payables | - | 301 | - | - | - | 301 |
| Payables to related parties | - | 22,542 | - | - | - | 22,542 |
| Other current liabilities | - | 86 | - | - | - | 86 |
| Balance as of 31 December 2010 | - | 25,023 | 20,897 | 22,277 | - | 68,197 |
| Non-current interest bearing borrowings | - | - | - | 22,800 | - | 22,800 |
| Current portion of non-current interest bearing borrowings | - | 2,024 | 5,965 | - | - | 7,989 |
| Current loans | 4,645 | - | 5,102 | - | - | 9,747 |
| Financial lease obligations | - | 70 | 212 | 141 | - | 423 |
| Trade payables | - | 8,911 | - | - | - | 8,911 |
| Payables to related parties | - | 11,331 | 844 | - | - | 12,175 |
| Other current liabilities | - | 24 | - | - | - | 24 |
| Balance as of 31 December 2009 | 4,645 | 22,360 | 12,123 | 22,941 | - | 62,069 |
Foreign exchange risk
The Company's monetary assets and liabilities as of 31 December 2010 and 2009 are denominated in LTL or EUR, to which LTL is pegged. Therefore, the management of the Company believes that foreign exchange risk is insignificant.
Monetary assets and liabilities of the Group denominated in various currencies as of 31 December 2010 and 2009 were as follows:
| 2010 | 2009 | |||
|---|---|---|---|---|
| Assets | Liabilities | Assets | Liabilities | |
| LTL | 81,121 | 70,389 | 59,253 | 54,358 |
| RUB | 61,437 | 70,859 | 32,690 | 63,347 |
| LVL | 1,606 | 653 | 678 | 810 |
| EUR | - | 34,163 | - | 33,765 |
| 144,164 | 176,064 | 92,621 | 152,280 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
30 Financial assets and liabilities and risk management (cont'd)
Foreign exchange risk (cont'd)
The following table demonstrates the effect of the Group's profit before tax (due to change in the fair value of monetary assets and liabilities) on the Company's possible change in rate (a) of currency exchange rate (EUR held by St. Petersburg subsidiaries), with an effect on net's net's constant.
| Increase/ decrease in exchange rate | Effect on the profit before the income tax | |
|---|---|---|
| 2010 | ||
| EUR | + 15.00 % | (1,897) |
| EUR | - 15.00 % | 1,897 |
| 2009 | ||
| EUR | + 15.00 % | (1,835) |
| EUR | - 15.00 % | 1,835 |
Fair value of financial instruments
The Group's and the Company's principal financial instruments not carried at fair value are trade and other receivables, trade and other payables, long-term and short-term borrowings.
Fair value is defined as the amount at which the instrument could be exchanged between knowledgeable and willing parties in an arm's length transaction, other than in forced or liquidation sale. The following methods and assumptions are used to estimate the fair value of each class of financial instruments:
(a) The carrying amount of current trade and other accounts receivable, current accounts payable and short-term borrowings approximates fair value;
(b) The fair value of non-current borrowings is based on the quoted market price for the same or similar issues or on the current rates available for borrowings with the same maturity profile. The fair value of non-current borrowings with variable interest rates approximates their carrying amounts.
Set out is a comparison by class of carrying amounts and fair values of all of the Group's financial instruments in the financial statements:
| Carrying amount | Fair value | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Financial assets | ||||
| Cash | 17,435 | 5,510 | 17,435 | 5,510 |
| Receivables from related parties (including loans granted) | 6,445 | 5,065 | 6,445 | 5,065 |
| Trade receivables | 95,483 | 73,913 | 95,483 | 73,913 |
| Other receivables | 14,615 | 2,093 | 14,615 | 2,093 |
| Non-current receivables | 3,612 | 2,748 | 3,161 | 2,748 |
| Financial liabilities | ||||
| Interest bearing loans and borrowings | 39,846 | 35,068 | 39,846 | 35,068 |
| Financial lease obligations | 9,116 | 715 | 9,116 | 715 |
| Trade payables | 70,768 | 72,555 | 70,768 | 72,555 |
| Payables to related parties | 22,017 | 12,447 | 22,017 | 12,447 |
| Other current liabilities | 86 | 24 | 86 | 24 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
30 Financial assets and liabilities and risk management (cont'd)
Fair value of financial instruments (cont'd)
Set out is a comparison by class of carrying amounts and fair values of all of the Company's financial instruments in the financial statements:
| Carrying amount | Fair value | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Financial assets | ||||
| Cash | 296 | 425 | 296 | 425 |
| Receivables from related parties (including loans granted) | 36,605 | 53,476 | 36,605 | 53,476 |
| Trade receivables | 38,335 | 32,092 | 38,335 | 32,092 |
| Other receivables | 9,768 | 843 | 9,768 | 843 |
| Non-current receivables | 744 | 29 | 744 | 29 |
| Financial liabilities | ||||
| Interest bearing loans and borrowings | 42,193 | 38,082 | 42,193 | 38,082 |
| Financial lease obligations | 735 | 396 | 735 | 396 |
| Trade payables | 301 | 8,911 | 301 | 8,911 |
| Payables to related parties | 22,542 | 12,130 | 22,542 | 12,130 |
| Other current liabilities | 86 | 24 | 86 | 24 |
31 Commitments and contingencies
Acquisition of UAB Lazdynų Būstas
On 19 February 2009 the Appeal Court of the Republic of Lithuania resumed the litigation process on privatization of UAB Lazdynų Būstas 100 % shares, which previously ended by concluding a peace treaty approving the share purchase – sale agreement between the Company and Vilnius municipality as approved by Vilnius regional court. The Appeal Court of the Republic after the separate complaint of the general prosecutor of the Republic of Lithuania returned the case for the new consideration in Vilnius district court. On 7 December 2010 Vilnius district court left the case not heard, as at the moment all the parties that are related to the case shall own the right to claim to the court with the same or similar lawsuit that is related to the privatization process.
In case concerned party shall claim and the court shall decide that 100 % of UAB Lazdynų Būstas shares could not be transferred to the Company in the public auction by Vilnius municipality, restitution in full must be applied. Firstly Vilnius municipality shall be obliged to return all the Company's consideration paid (LTL 7,551 thousand) in order to re-acquire the above mentioned shares from the Company. It should be mentioned that the Company shall transfer UAB Lazdynų Būstas shares only after the above mentioned sum would be paid to the Company. Considering the fact that in practice there is no occurrence of such cases that after a public auction state or municipal authority would return received consideration to the acquirer in order to re-acquire the shares as well as other circumstances, it is unlikely that the final court decision in the new case will require to apply the restitution in full. The net assets and net loss of UAB Lazdynų Būstas included in the consolidated financial statements of the Group as of 31 December 2010 amount to LTL 3,190 thousand and LTL 663 thousand, respectively.
56
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
31 Commitments and contingencies (cont'd)
UAB Vilko Pėda litigation
UAB Vilko Pėda, acquired in August 2008, participates in the litigation process with UAB Viva. It is claimed that UAB Viva has incorrectly performed their obligations as the technical services supplier in the apartment buildings managed by UAB Vilko Pėda and essential defects of works performed by UAB Viva were noted. Therefore, UAB Vilko Pėda did not pay for the last 2 months of services provided, in total LTL 155 thousand. UAB Viva on 26 June 2009 sued UAB Vilko Pėda to Vilnius regional court for the debt and forfeit, all together amounting to LTL 210 thousand. UAB Vilko Pėda on 3 November 2009 applied with a counter lawsuit for improper services and damages for up to LTL 514 thousand that have been suffered by UAB Vilko Pėda and owners of the apartment buildings managed by UAB Vilko Pėda. The case shall be heard by the court which deals with UAB Viva bankruptcy case. The Company expects that the litigation shall end in favour of UAB Vilko Pėda as the documents and other evidence proves the improper service. The Company expects that even if not all damage shall be compensated, the amount shall be not less than the debt for the improper service. Therefore, no additional liability was recorded in the Company's financial statements for the amounts claimed by UAB Viva.
UAB Būsto Administravimo Agentūra acquisition litigation
The Company is in litigation process with the Lithuanian Competition Board due to its decision No. 2S-19, dated 15 July 2010 "Regarding the correspondence of AB City Service actions to the article 10, part 1 and article 11, part 2 of the Lithuanian Law on Competition" in respect of the acquisition of 37.2% of shares in UAB Būsto Administravimo Agentūra without informing and receiving approval from the Competition Board. The Company has already paid a fine of LTL 10 thousand according to the above decision, however, has appealed to Vilnius district court, which has partially approved the appeal by its decision dated 3 March 2011 and revoked the previous decision. However, at the same time it instructed the Competition Board to perform additional check. AB City Service is going to appeal to the Lithuanian Supreme Administration Court to completely revoke the decision. No additional liabilities have been accounted for in the Group's financial statements in respect of this matter.
Embezzlement of assets in UAB Fervėja
Currently the Company is in a pre-trial process, which started in 2009 after a subsidiary of the Company UAB Fervėja applied to the Lithuanian Financial Crime Investigation Service for initiating the investigation for a compensation of LTL 2.3 million of damages described below.
The application was made because a former director of UAB Būsto Investicijų Valdymas (the company acquired by UAB Fervėja and currently merged with UAB Naujamiesčio Būstas) had signed an agreement with OOO BAS, a company registered in Kaliningrad district, according to which the latter company was paid LTL 2.3 million for works that actually had not been implemented. The pre-trial process is expected to protract due to large volume of documents to be reviewed and interrogations to be done. Currently, the Company cannot assess the outcome of the case. The outcome of the litigation process cannot be reliably determined, thus no assets were recorded in the financial statements in respect of this matter.
UAB Specialus Autotransportas claim
In 2010 UAB Specialus Autotransportas applied to the court for Klaipėda city municipality debt from the year 2009. The claim was set up due to the fact that the municipality ex-parte has changed the order of payments as set per agreement. In June 2009 the municipality has refused to pay according to the tariffs as agreed in the last supplement to the agreement signed between UAB Specialus Autotransportas and Klaipėda city municipality in 2009 and instead applied tariffs as set in the original agreement of 2006. The tariffs set by the supplements of the agreement signed in 2008 and 2009 have not been canceled or legally disputed. The amount of the legal claim, including interest and legal costs, amounts to LTL 1,659 thousand at the date of issue of these financial statements, however, as the outcome of the litigation cannot be reliably determined, a full allowance is formed for the respective receivables from Klaipėda city municipality in the amount of LTL 1,474 thousand (excluding VAT) as of 31 December 2010.
57
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
31 Commitments and contingencies (cont'd)
Other contingencies
The Company concluded a general construction agreement with UAB Litesko on 20 November 2009, the value of the contract was LTL 1,088 thousand. Accordingly, the Company subcontracted AB Axis Industries for the fulfilment of the contractual obligations for the price of LTL 1,043 thousand. The deadlines of constructions works settled in the general construction agreement had passed due to the fact that new technical decisions were communicated with the customer and this resulted in the changes of construction capacity. As a result, the Company has to change the agreement with the subcontractor and the negotiations are to be performed. In accordance with the negotiations, the Company expects that the changes of construction works capacity shall not affect the financial plans of this project and the new conditions shall be agreed with the subcontractor. The obligations arising from this contract are not included in the balance sheet of the Company.
The Company performs two general construction agreements with UAB Vilniaus Energija (concluded on 5 October 2006 and 8 January 2007). Accordingly, the Company subcontracted AB Axis Industries for the fulfilment of the contractual obligations. The construction works settled in the agreements are not finished yet due to the fact that the customer's plans for renovation have changed. As a result, the Company has not finished the construction works of the total value of LTL 11,077 thousand. The Company's obligation to buy from subcontractor amounts to LTL 3,560 thousand. Such obligations are not accounted for in the financial statements of the Company as of 31 December 2010 and 2009.
Contingencies related to foreign subsidiaries
In 2009 OAO City Service and ZAO City Service started to participate in residential renovation projects, whose funding is largely covered by the state by signing financing agreements with local government bodies, called Housing Committees. The implementation costs of these residential renovation projects are covered by the state funds. Group companies have committed to implement projects until letters of credit in bank accounts under the contracts for these projects expire. As of 31 December 2010 the letters of credit were extended since the contractors hadn't completed renovation projects on time. For extension of those letters of credit written authorization of the Housing Committee was not obtained before the year end, however, before the release date of these financial statements the majority of the funds under the contract has already been used for paying the contractors' work. Therefore, the Management of the Group does not think that the extension of letters of credit without the written permission of the Housing Committee is a significant breach of the contract and that any sanctions against the Group are probable.
Due to lack of taxation practices and clear legislative requirements in 2010 and 2009 Group subsidiaries, carrying out business operations in the region of St. Petersburg, namely ZAO City Service, OAO City Service, ООО Жилкомсервис № 3 Фрунзенского района and ООО Жилкомсервис № 2 Невского района, were dealing with some uncertainties related to tax treatment of certain transactions. The management accounted for taxes related to such transactions based on the management's interpretation of tax rules. In case the local tax authorities challenge the management's view on treatment and accounting of taxes, the Group could be charged with additional taxes. The maximum exposure of additional VAT and income tax risk has been estimated by the management to amount to approximately LTL 3 million. However, based on the fact, that tax inspections have already been performed in 2010 in several subsidiaries and did not challenge the management's treatment of taxes in the companies and also due to the fact that the management considers such tax risks to be not probable, no accruals in respect of these tax contingencies have been accounted for in these financial statements.
In 2010 OAO City Service and ZAO City Service started court litigation against TGK-1 (the provider of heating). The companies challenged the amounts invoiced by TGK, because the companies believe the invoices should be calculated not based on volumes of heating dispatched by TGK-1, but based on estimated volumes of heating consumed by the inhabitants (based on the norms set for consumption). In case the companies win the litigation, they could be reimbursed by decreasing payables according to the invoices issued by TGK-1 by LTL 1-3 million each company. Considering that there is no reliable court practice, and the issue is subject to regulation by the state authorities, estimate the outcome of this litigation cannot be made at this stage. Thus, the companies have recorded the amounts payable according to the invoices received as of 31 December 2010.
58
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
32 Related party transactions
The parties are considered related when one party has the possibility to control the other one or has significant influence over the other party in making financial and operating decisions. The related parties of the Group as follows:
- UAB Lag&d – the ultimate shareholder of the Company from 2010;
- UAB ICOR - the shareholder of the Company;
- Subsidiaries of UAB ICOR (same ultimate controlling shareholder);
- Subsidiaries of AB City Service (for the list of the subsidiaries, see also Note 1);
- Mr. Ž. Lapinskas, J. Janukėnas, V. Turonis (Management of the Company);
- UAB Vilniaus Energia and UAB Litesko (shareholders of UAB Lag&d have certain management positions in these entities).
Transactions with related parties include sales and purchases of goods and services in the ordinary course of business, and acquisitions and disposals of property, plant and equipment. Property, plant and equipment to related parties in 2010 were sold for the net book value.
Prices for the intercompany purchase and sale transactions are established by the management and shareholders of the UAB ICOR and/or UAB Lag&d and AB City Service considering the results of independent valuations, if any, undertaken for the purposes of the transfer pricing regulations – which may not always be at their fair value.
There are no guarantees or pledges given or received in respect of the related party payables and receivables. Related party receivables and payables are expected to be settled in cash or netted-off with payables / receivables to / from a respective related party. In addition, part of trade payables to UAB Vilniaus Energia is expected to be settled by transferring claim rights to accounts receivable from Vilnius city municipal entities (such method of settlement has already been used).
| 2010 | |||||
|---|---|---|---|---|---|
| Group | Purchases | Sales | Receivables and prepayments | Loans granted | Payables (long and short-term) |
| UAB ICOR | 2,761 | 44 | - | - | 924 |
| Subsidiaries of UAB ICOR: | |||||
| AB Axis Industries | 20,265 | 1,260 | 42 | - | 6,457 |
| Other subsidiaries of UAB ICOR | 1,080 | 2,178 | 3,182 | - | 1,944 |
| Management of the Company | - | 17 | 329 | 874 | - |
| Shareholders of the Company | - | - | 19 | - | - |
| Other related parties | 1,484 | 19,673 | 1,999 | - | 13,910 |
| Total | 23,172 | 5,571 | 874 | 23,235 | |
| 2010 | |||||
| --- | --- | --- | --- | --- | --- |
| Company | Purchases | Sales | Receivables and prepayments | Loans granted | Payables |
| UAB ICOR | 1,911 | 44 | - | - | 689 |
| Subsidiaries of UAB ICOR: | |||||
| AB Axis Industries | 19,869 | 1,216 | 36 | - | 6,261 |
| Other subsidiaries of UAB ICOR | 60 | 1,264 | 3,086 | - | 542 |
| Subsidiaries of the Company | 1,101 | 28,203 | 11,325 | 18,937 | 1,291 |
| Management of the Company | - | 17 | 329 | 874 | - |
| Shareholders of the Company | - | - | 19 | - | - |
| Other related parties | 1,435 | 1,115 | 1,999 | - | 13,759 |
| Total | 22,542 | 5,299 | 16,794 | 19,811 | 22,542 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
32 Related party transactions (cont'd)
Loans granted to subsidiaries of the Company as of 31 December 2010 and 2009 are payable in one year and carry fixed interest rates of 4-8 % (accounted under short-term receivables from related parties caption in the statement of financial position as of 31 December 2010 and 2009). Loans granted to the management of the Company are payable in 1-3 years and carry fixed interest rates of 3-6 % (accounted under non-current receivables and short-term receivables from related parties captions in the statement of financial position).
Purchases from UAB Axis Industries include purchases of goods and services mainly related with heating infrastructure renovation.
Payables to related parties mostly represent payables for heating system components, installation and automation services of heating system components.
Group payables also include a non-current loan which was taken by the subsidiary of the Company UAB Ecoservice from UAB Bionovus. Total amount outstanding as of 31 December 2010 was LTL 1,218 thousand. This loan is included in the non-current borrowings caption in the statement of financial position and disclosed in the Note 15.
2009
| Group | Purchases | Sales | Receivables and prepayments | Loans granted | Payables |
|---|---|---|---|---|---|
| UAB ICOR | 2,454 | 58 | 1,160 | - | 37 |
| Subsidiaries of UAB ICOR: | |||||
| AB Axis Industries | 18,699 | 1,122 | 48 | - | 10,525 |
| Other subsidiaries of UAB ICOR | 9,648 | 4,710 | 3,642 | 36 | 1,885 |
| Management of the Company | - | 8 | 9 | 150 | - |
| Shareholders of the Company | - | 4 | 20 | - | - |
| 30,801 | 5,902 | 4,879 | 186 | 12,447 |
2009
| Company | Purchases | Sales | Receivables and prepayments | Loans granted | Payables |
|---|---|---|---|---|---|
| UAB ICOR | 2,176 | 58 | 1,160 | - | - |
| Subsidiaries of UAB ICOR: | |||||
| AB Axis industries | 18,615 | 1,108 | 3 | - | 10,584 |
| Other subsidiaries of UAB ICOR | 1,141 | 3,785 | 3,847 | 36 | 39 |
| Subsidiaries of the Company | 6,456 | 21,353 | 6,719 | 41,532 | 1,507 |
| Management of the Company | - | 8 | 9 | 150 | - |
| Shareholders of the Company | - | 4 | 20 | - | - |
| 28,388 | 26,316 | 11,758 | 41,718 | 12,130 |
The ageing analysis of receivables from related parties as of 31 December 2010 is as follows:
| Trade receivables neither past due nor impaired | Trade receivables past due but not impaired | Total | |||||
|---|---|---|---|---|---|---|---|
| Less than 30 days | 30 – 60 days | 60 – 90 days | 90 – 360 days | More than 360 days | |||
| Company | 4,928 | 1,156 | 765 | 3,845 | 1,871 | 4,229 | 16,794 |
| Group | 1,942 | 114 | 53 | 61 | 1,018 | 2,383 | 5,571 |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
32 Related party transactions (cont'd)
The ageing analysis of receivables from related parties as of 31 December 2009 is as follows:
| Trade receivables neither past due nor impaired | Trade receivables past due but not impaired | Total | |||||
|---|---|---|---|---|---|---|---|
| Less than 30 days | 30 – 60 days | 60 – 90 days | 90 – 360 days | More than 360 days | |||
| Company | 3,865 | 1,436 | 737 | 457 | 3,092 | 2,171 | 11,758 |
| Group | 3,865 | 1,014 | - | - | - | - | 4,879 |
Remuneration of the management and other payments
The Group's and the Company's management remuneration amounted to LTL 4,005 thousand and LTL 2,306 thousand in 2010, respectively (LTL 2,334 thousand and LTL 1,411 thousand in 2009, respectively). The outstanding balance of the loans granted by the Company to the management is disclosed in the tables above under Management of the Company heading. Non-current employee benefit accrual for the management of the Group and the Company amounted to LTL 15 thousand and LTL 8 thousand respectively as of 31 December 2010 (LTL 19 thousand and LTL 1 thousand respectively as of 31 December 2009). In 2010 and 2009 the management of the Company did not receive any guarantees; no other payments or property transfers were made or accrued. No impairment of loans granted to the management of the Company has been recorded as of 31 December 2010 and 2009.
33 Capital management
The primary objectives of the Group's and the Company's capital management are to ensure that the Group and the Company comply with externally imposed capital requirements and that the Group and the Company maintain healthy capital ratios in order to support the business and to maximise shareholders' value (capital in the meaning of IAS 1 comprises equity presented in the financial statements).
The Group and the Company manage capital structure and makes adjustments to it in the light of changes in economic conditions and risk characteristics of the activities. To maintain or adjust the capital structure, the Group and the Company may issue new shares, adjust the dividend payment to shareholders and/or return capital to shareholders. No changes were made in the objectives, policies or processes of capital management during the years ended 31 December 2010 and 2009.
The Group and the Company are obliged to upkeep its equity at not less than 50% of its share capital (comprised of share capital and share surplus), as imposed by the Law on Companies of the Republic of Lithuania. In addition, as disclosed in Note 15, the Company has committed to its lenders to keep to certain minimum capital requirements. There were no other externally imposed capital requirements on the Group and the Company. As of 31 December 2010 and 2009, the Group and the Company were not in breach of the above mentioned requirements.
On 28 April 2007 the shareholders of the Company decided while distributing current and subsequent year's results (starting from the distribution of the results for 2007) to pay out 25% dividends from the total amount of the current year's net profit less prior year losses (if any) and mandatory transfers to reserves.
The Group and the Company monitor capital using debt to equity ratio. Capital includes ordinary shares, reserves and/or retained earnings attributable to the equity holders of the parent. There is no target debt to equity ratio set out by the Group's and the Company's management, however, current ratios presented below are treated as quite good performance indicators.
| Group | Company | |||
|---|---|---|---|---|
| 2010 | 2009 | 2010 | 2009 | |
| Non-current liabilities (including deferred tax and grants) | 42,324 | 34,640 | 21,421 | 22,006 |
| Current liabilities | 147,443 | 128,548 | 54,504 | 46,595 |
| Liabilities | 189,767 | 163,188 | 75,925 | 68,601 |
| Equity | 156,925 | 72,479 | 143,488 | 68,251 |
| Debt to equity ratio | 121% | 225% | 53% | 101% |
AB CITY SERVICE
CONSOLIDATED AND PARENT COMPANY'S FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2010
(all amounts are in LTL thousand unless otherwise stated)
34 Subsequent events
Acquisition of new subsidiaries and investments after 31 December 2010
In January 2011 the Company acquired a group of private companies in the city of Stavropol, Russia. The group consists of 17 separate companies. The acquisition price is RUB 68.5 million, equivalent to LTL 5.9 million as of 31 December 2010. The acquired companies manage approximately 2 million square meters of residential buildings.
On 1 February 2011 the subsidiary of the Company UAB Eco Holding acquired 100% shares of UAB .A.S.A Vilnius. Acquired company manages collection and removal of waste in Vilnius. The acquisition price is LTL 100 thousand.
The financial information on the acquired companies as of 31 December 2010 is only available unaudited as of the date of the release of these financial statements and is presented below. The fair values of the net assets acquired have not yet been assessed by the Group due to complex economic and tax environment in Russia and recent acquisition dates.
| | 17 companies in Stavropol
.A.S.A. Vilnius UAB | |
| --- | --- | --- |
| | 31 December 2010
(unaudited) | 31 December 2010
(unaudited) |
| Carrying values: | | |
| Assets | 11,425 | 2,736 |
| Liabilities | 8,734 | 3,272 |
| Net assets | 2,691 | (536) |
| Revenue | 26,474 | 3,335 |
| Net profit (loss) | 958 | (981) |
Changes in the shareholders of the Company
After the shareholder of the Company AB East Capital Asset Management acquired 19.5 thousand shares of the Company and crossed the 10 percent limit on 11 February 2011 and on 21 of February the shareholders of the ultimate parent of AB City Service, UAB Lag&d, Mr. Andrius Janukonis, Mr. Gintautas Jaugielavičius and Mr. Linas Samuolis sold their shares of the Company, the ownership structure has changed and described in the annual report, note 13.
Other subsequent events
At the date of the release of these financial statements the Ordinary Shareholders Meeting has not been held, therefore, the management of the Company has not yet prepared a draft of the profit distribution for 2010.
62