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City Service SE Interim / Quarterly Report 2010

Feb 28, 2011

5564_rns_2011-02-28_f4d31356-8ec2-4e78-a83b-b962b8a6e48e.pdf

Interim / Quarterly Report

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February 2011

CITYservice

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City Service AB

Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited)

Prepared in accordance with the Rules of preparation and submission of periodic and additional information of the Lithuanian Securities Commission


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 2

Confirmation of responsible persons to the shareholders of the company and Lithuanian securities commission

Following the Law on Securities of Republic of Lithuania and rules of preparation and submission of periodic and additional information of Lithuanian Securities Commission hereby confirm that City Service AB Interim Consolidated and parents company's Financial Statements for the year 2010, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of activity results, assets, liabilities and financial position of City Service AB and the Group as well. To our knowledge, there are no any concealed essential facts herein which may influence the value of the shares.

General Manager

Chief financial officer and head of administration

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Žilvinas Lapinskas

Jonas Janukėnas

AB City Service

Company code 123905633,

Adress: Smolensko Ave. 12, Vilnius, Lithuania

www.cityservice.lt

[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 3

Statements of financial position

Group Company
As of 31 December 2010 As of 31 December 2009 As of 31 December 2010 As of 31 December 2009
Assets
Non-current assets
Goodwill 58,466 31,515 - -
Other intangible assets 78,487 62,062 784 37
Property, plant and equipment 46,889 27,231 3,000 3.042
Investment property 589 609 - -
Investments into subsidiaries - - 128,136 45,419
Investments into associates 837 351 701 220
Non-current financial assets receivables and prepayments 352 2,748 - 29
Deferred income tax asset 3,299 2,630 560 650
Total non-current assets 188,919 127,146 133,181 49,397
Current assets
Inventories 2,329 3,909 528 322
Prepayments 14,457 13,991 487 146
Trade receivables 100,031 74,575 40,233 32,092
Receivables from related parties(including loans granted) 3,559 5,065 33,720 53,476
Other receivables and current assets 16,094 5,914 11,854 994
Cash and cash equivalents 18,655 5,510 246 425
Total current assets 155,125 108,964 87,068 87,455
Total assets 344,044 236,110 220,249 136,852

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 4

Statements of financial position (cont'd)

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
Equity attributable to equity holders of the Company
Share capital 31,610 19,110 31,610 19,110
Reserves and share premium 82,285 31,378 82,274 31,367
Foreign currency translation (2,026) (491) - -
Retained earnings (deficit) 40,680 22,472 30,391 17,774
152,549 72,469 144,275 68,251
Non-controlling interests 484 10 - -
Total equity 153,033 72,479 144,275 68,251
Liabilities
Non-current liabilities
Non-current borrowings 23,266 21,649 20,659 21,649
Financial lease obligations 5,454 229 450 131
Deferred income tax liabilities 16,133 13,260 - -
Non-current payables 997 712 312 226
Total non-current liabilities 45,850 35,850 21,421 22,006
Current liabilities
Current portion of non-current borrowings 7,116 7,116 7,116 7,116
Current portion of financial lease obligations 3,662 486 285 265
Short term loans 9,465 6,303 14,418 9,317
Trade payables 83,755 71,927 13,977 8,911
Payables to related parties 8,130 12,447 8,783 12,130
Advances received 11,215 11,570 4,773 4,114
Other current liabilities 21,818 17,932 5,201 4,742
Total current liabilities 145,161 127,781 54,553 46,595
Total equity and liabilities 344,044 236,110 220,249 136,852

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 5

Statements of comprehensive income (for the period 1 January – 31 December)

Group Company
2010 2009 2010 2009
Sales 545,807 374,495 118,439 124,570
Cost of sales (453,068) (308,753) (87,045) (101,065)
Gross profit (loss) 92,739 65,742 31,394 23,505
General and administrative expenses (72,774) (45,546) (16,544) (15,878)
Other operating income (expenses) 3,428 392 871 47
Profit (loss) from operations 23,393 20,588 15,721 7,674
Income from financial and investment activities, net 2,214 (3,563) 2,508 4,847
Profit (loss) before tax 25,607 17,025 18,229 12,521
Income tax (3,732) (1,732) (2,393) (1,856)
Net profit (loss) 21,875 15,293 15,836 10,665
Other comprehensive income
Exchange differences on translation of foreign operations (1,535) 153 - -
Total comprehensive income for the year, net of tax 20,340 15,446 15,836 10,665
Attributable to:
The shareholders of the Company 21,428 15,287 15,836 10,665
Non-controlling interests 447 6 - -
21,875 15,293 15,836 10,665
Total comprehensive income attributable to:
The shareholders of the Company 19,893 15,440 15,836 10,665
Non-controlling interests 447 6 - -
20,340 15,446 15,836 10,665
Basic and diluted earnings per share (LTL) 0.68 0.80

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 6

Statements of comprehensive income (for the period 1 October – 31 December)

Group Company
2010 4th Q 2009 4th Q 2010 4th Q 2009 4th Q
Sales 157,246 121,695 36,608 40,921
Cost of sales (129,635) (103,113) (26,625) (34,330)
Gross profit (loss) 27,611 18,582 9,983 6,591
General and administrative expenses (22,889) (14,761) (4,779) (3,953)
Other operating income (expenses) 1,346 2,123 810 (23)
Profit (loss) from operations 6,068 5,944 6,014 2,615
Income from financial and investment activities, net 2,349 105 110 234
Profit (loss) before tax 8,417 6,049 6,124 2,849
Income tax (1,914) (1,042) (949) (570)
Net profit (loss) 6,503 5,007 5,175 2,279

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 7

Statements of changes in equity

Group Share capital Share premium Legal reserve Foreign currency translation Other reserves Retained earnings (deficit) Total Non-controlling interest Total
Balance as of 31 December 2008 19,110 23,456 1,586 (644) - 15,483 58,991 266 59,257
Net profit for the year - - - - - 15,287 15,287 6 15,293
Income (expenses) for the year recognised directly in equity - - - 153 - - 153 - 153
Total income and (expense) for the year - - - 153 - 15,287 15,440 6 15,446
Transfer to legal reserve - - 336 - 6,000 (6,336) - - -
Dividends declared - - - - - (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 22,472 72,469 10 72,479
Net profit for the year - - - - - 21,428 21,428 447 21,875
Income (expenses) for the year recognised directly in equity - - - (1,535) - - (1,535) - (1,535)
Total income (expense) for the year - - - (1,535) - 21,428 19,893 447 20,340
Increase of the Share Capital 12,500 50,374 - - - - 62,874 - 62,874
Transfer to legal reserve - - 533 - - (533) - - -
Dividends declared - - - - - (2,687) (2,687) - (2,687)
Acquisition of non-controlling interest - - - - - - - 27 27
Balance as of 31 December 2010 31,610 73,830 2,455 (2,026) 6,000 40,680 152,549 484 153,033
Company Share capital Share premium Legal reserve Other reserves Retained earnings (deficit) Total
--- --- --- --- --- --- ---
Balance as of 31 December 2008 19,110 23,456 1,575 - 15,547 59,688
Net profit for the year - - - - 10,665 10,665
Dividends declared - - - - (2,102) (2,102)
Transfer to legal reserve - - 336 6,000 (6,336) -
Balance as of 31 December 2009 19,110 23,456 1,911 6,000 17,774 68,251
Net profit for the year - - - - 15,836 15,836
Increase of the Share Capital 12,500 50,374 - - - 62,874
Transfer to legal reserve - - 533 - (533) -
Dividends declared - - - - (2,686) (2,686)
Balance as of 31 December 2010 31,610 73,830 2,444 6,000 30,391 144,275

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 8

Statements of cash flows

Group Company
2010 2009 2010 2009
I. Cash flows from (to) operating activities
I.1. Net profit 21,875 15,293 15,837 10,665
Adjustments for non-cash items:
I.2. Income tax expenses 3,732 1,732 2,393 1,856
I.3. Depreciation and amortisation 11,709 4,580 1,184 1,133
I.4. Impairment and discounting of accounts receivable 11,183 7,022 - 882
I.5. Financial activity, net (1,015) 2,115 (2,519) (4,979)
I.6. (Gain) loss on disposal of property, plant and equipment 52 (46) (13) (4)
47,536 30,696 16,882 9,553
Changes in working capital:
I.7. (Increase) decrease in inventories 1,962 3,683 (206) 780
I.8. (Increase) decrease in receivables and other current assets (23,506) (16,732) (16,028) (30,079)
I.9. (Increase) decrease in prepayments (127) (6,719) (72) 4,470
I.10. Increase (decrease) in trade payables and payables to related parties 12,945 15,386 1,801 20,345
I.11. Income tax (paid) (6,061) (4,940) (2,569) (2,189)
I.12. Increase (decrease) in advances received and other current liabilities (3,326) (4,917) 1,116 8,684
Net cash flows from (to) operating activities 29,423 16,457 924 11,564
II. Cash flows (to) investing activities
II.1. (Acquisition) of non-current assets (except investments) (6,335) (1,830) (1,143) (1,340)
II.2. (Acquisition) of investments in subsidiaries and associates (net of cash acquired in the Group) (58,739) (24,194) (56,434) (11,159)
II.3. Disposal of investments in subsidiaries and associates 257 7,812 - -
II.4. Interest received 18 135 592 135
II.5. Dividends received - - 1,930 5,225
II.6. Loans granted (8,705) - (8,705) (18,531)
Net cash flows from (to) investing activities (73,504) (18,077) (63,760) (25,670)
III. Cash flows (to) from financing activities
III.1. Dividends paid (2,687) (639) (2,687) (639)
III.2. Contributions of the shareholders 62,914 - 62,873 -
III.3. Proceeds from loans 13,205 24,332 7,916 20,606
III.4. (Repayment) of loans (9,417) (18,254) (3,804) (4,600)
III.5. (Repayment) of financial lease liabilities (5,560) (885) (265) (590)
III.6. Interest (paid) (1,229) (2,810) (1,376) (859)
Net cash flows from (to) financial activities 57,226 1,744 62,657 13,918
IV. Net increase (decrease) increase in cash and cash equivalents 13,145 124 (179) (188)
V. Cash and cash equivalents at the beginning of the period 5,510 5,386 425 613
VI. Cash and cash equivalents at the end of the period 18,655 5,510 246 425

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 9

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 together with the controlled subsidiaries is the leader in the facility management market in the Baltic States. The Company and its subsidiaries provide the facilities management services in the following cities and their regions: in Lithuania – in the cities and towns such as Vilnius, Kaunas, Klaipėda, Šiauliai, Alytus, Utena, Marijampolė, Radviliškis, Palanga, Šilutė, Pagėgiai and regions of these cities and towns; in Latvia – in the city of Riga and other regions; in the Russian Federation – in the city of Saint Petersburg and in Leningrad district. In Ukraine, in the city of Kiev, the subsidiary still had not started to render the facilities management services due to uncertainty of legal and economical conditions of building administration.

1.1. Activities

The Company and its subsidiaries provide the following services: (i) administration, (ii) maintenance of engineering systems (heat and hot water supply, water supply and sewerage, ventilation and cooling, maintenance of power supply systems, etc.); (iii) management of energy resources; (iv) services in the field of technical audits of buildings, consultations on the issues of technical service and usage of energy resources; (iv) management of various subcontractors (interior and exterior cleaning, security, repair works and renovation, maintenance of gas supply systems, elevators, etc.); (vi) management of the projects on heating facility renovation; (vii) services on healthcare and security for employees; (viii) waste management; (ix) Elevator installing & technical support;

1.2. Share Capital of the Company

The share capital of the Company is LTL 31,610 thousand as of 31 December 2010. It is divided into 31,610 thousand ordinary shares with the nominal value of LTL 1 each. All shares of the Company are paid up.

The share capital was increased based on the shareholders decision dated 5 October 2009 to increase the authorized share capital by issuing new emission of 12,500 thousand shares. As per Board decision dated 21 December 2009 the price of the new emission was set at LTL 5.06 per share, distribution period – from 28 December 2009 to 13 January 2010. After having successfully issued the new share emission, trade of the new shares of the Company in NASDAQ OMX Vilnius Stock Exchange started on 21 January 2010.

The Company does not have any other classes of shares than ordinary shares mentioned above, there are no any restrictions of share rights or special control rights for the shareholders settled 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.

On 31 December 2010 all 31,610 thousand ordinary shares of the Company are included into Official List of NASDAQ OMX Vilnius Stock Exchange (ISIN Code of the shares is LT0000127375). Trading Code of the shares on NASDAQ OMX Vilnius Stock Exchange is CTS1L.

1.3. Shareholders of the Company

On 31 December 2010 the total number of shareholders of the Company was 1978.

On 31 December 2010 directly or together with the associated persons more than 5 percent of the Company was owned by ICOR UAB, company code 300021944, address Konstitucijos av. 7, Vilnius, and below in the table listed individuals, who control ICOR UAB.

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 10

1.3. Shareholders of the Company (cont'd)

Company's shares distribution among shareholders as of 31 December 2010 was the following:

Number of shares held Owned percentage of the share capital and votes, %
ICOR UAB 19,751,547 62.50%
Shareholders of ICOR UAB:
Andrius Janukonis 95,784 0.30 %
Gintautas Jaugielavičius 95,782 0.30 %
Linas Samuolis 95,782 0.30 %
"East Capital Asset Management" AB 3,035,009 9.60 %
Other private and institutional shareholders* 8,536,096 27.00 %
Total 31,610,000 100 %

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 11

1.4. City Service Group

On 31 December 2010 the City Service AB group consists of City Service AB and the following subsidiaries (hereinafter referred to as „the Group“):

Company Country Share of the stock held by the Group as of 31 Dec 2010 Share of the stock held by the Group as of 31 Dec 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 rūpesčių 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
3AO Сити Сервис Russia 100% 100% Administration of dwelling-houses
OAO Специализи-рованное ремонтно-наладочное управление Russia 100% 100% Construction and engineering
SIA Riga City Service Latvia 100% 100% Administration of dwelling-houses
TOB Київ Сіті Сервіс Ukraine 100% 100% Administration of dwelling-houses
UAB Fervėja Lithuania 100% 100% Dormant
UAB Saulės valda Lithuania 100% 100% Administration of dwelling-houses
UAB Ūkvedys Lithuania - 100% Administration of dwelling-houses
UAB Eco Holding 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 būtų ūkis Lithuania 99.84% 99.84% Administration of dwelling-houses
UAB Antakalnio ūkis Lithuania 100% 100% Administration of dwelling-houses
UAB Naujamiesčio būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Karoliniškių 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
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
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 12

1.4. City Service Group (cont'd)

During June – July 2010 there was a reorganisation process of UAB Sinsta, which is controlled by AB City Service. As a result, UAB Sinsta was merged with UAB Namų priežiūros centras. On 27 July, 2010 UAB Sinsta was removed from the company register, whereas all the rights and obligations were taken over by UAB Namų priežiūros centras.

During October 2010 there was a reorganisation process of UAB Ūkvedys, which is controlled by AB City Service. As a result, UAB Ūkvedys was merged with UAB Atidumas. On 2 November, 2010 UAB Ūkvedys was removed from the company register, whereas all the rights and obligations were taken over by UAB Atidumas. On 9th December, 2010 UAB Atidumas was renamed into UAB Saulės valda

On 14 of October 2010 according to the decision of the Board of the Company the title and the trends of activities of UAB Šiaulių butų ūkio remonto tarnyba has been changed and the 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 enterprises of this branch. UAB Eco Holding will manage UAB Ecoservice and its subsidiaries.

On 23rd of December, 2010 The Company's subsidiary OAO «Сити Сервис» has sold the shares of the company operating in Lomonosov town of Leningrad district OOO „Жилкомсервис г. Ломоносов“. The value of the contract is the RUB 3 million.

The Group's and the Company's investment in an associate as of 31 December 2010 included an investment in Būsto Administravimo Agentūra UAB (37% of the share capital), which was acquired on 7 November 2005, and an investment in Economus UAB (49% of the share capital).

1.5. Company's Board

As of 31 December 2010, the Board of the Company comprises of the following persons:

Name and surname Position Start of term End of term
Andrius Janukonis Board Chairman October 6, 2009 October 6, 2013
Gintautas Jaugielavičius Board Member October 6, 2009 October 6, 2013
Darius Leščinskas Board Member October 6, 2009 October 6, 2013
Žilvinas Lapinskas Board Member April 30, 2010 October 6, 2013

Andrius Janukonis

At present, he is a member of the board of UAB Litesko (since 1999), a member of the board of UAB Vilniaus Energija (since 2002), as well as chairman of the council of the Lithuanian Heat Supplier's Association (since 2005) and a member of the Lithuanian Committee of the World Energy Council since 2005). He works as a consultant for ICOR UAB and is the chairman of the board of the company (since 2004). Andrius Janukonis holds the title to 95,784 shares of the Company and is also a shareholder of ICOR UAB.

Gintautas Jaugielavičius

Concurrently he is a consultant and a member of the Board of ICOR UAB (since May 2004). Gintautas Jaugielavičius owns 95,782 shares of the Company and is the shareholder of ICOR UAB.

Darius Leščinskas

At present, Darius Leščinskas works as a consultant for ICOR UAB and is a member of the board of the company (since 2004) is also a shareholder of ICOR UAB. Darius Leščinskas does not own shares of the Company.

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 13

1.5. Company's Board (cont'd)

Žilvinas Lapinskas

Žilvinas Lapinskas is the General Manager of the Company. As the board member he was elected on 30 April, 2010 during the General Meeting of Shareholders. More information about Žilvinas Lapinskas can be found under clause 1.6. of this report called “Company’s management”.

1.6. Company's Management

As of 31 December, 2010 and as of date of submission of this report, the key managers of the Company and of the Group are as follows:

Name and surname Position within the Company Start of employment
Žilvinas Lapinskas General Manager, the Board member March 1999
Vytautas Turonis Executive Manager for Lithuania May 2004
Jonas Janukėnas Financial and Administrative Director May 2007
Arūnas Kubilius Foreign Markets Head July 2002
Edvinas Paulauskas Commercial Director February 2005

They do not control any shares of the Company.

Žilvinas Lapinskas

Žilvinas Lapinskas, General Manager and the Board member of the Company, has managed the building sector of the Company since the very beginning (in the position of the Sales Manager since 1999, as the Head of building sector management department since 2002, and as the General Manager since 2004).

The current key task for the general manager is the management of the development of the Group both in Lithuania and abroad. He is also direct manager of the Group heating sector renovation projects.

Vytautas Turonis

Vytautas Turonis, Executive Manager for Lithuania, is in charge of the Group’s activity in Lithuania, and, together with the General Manager, is in charge of the development of the Group in Lithuania. Vytautas Turonis has been with the Company since 2004; his previous position was the Director of the Markets’ Development department.

Jonas Janukėnas

Jonas Janukėnas, Financial and Administrative Director, is in charge of the management of the Group’s financial resources, the work of administrative staff, implementation of business management and information systems within the Group. He has been with the Company since 2007.

Arūnas Kubilius

Arūnas Kubilius, Head for the Foreign Markets at City Service AB and General Manager at OAO CHTH CepBHC (OAO City Service) is in charge of current activities of the Group entities operating in Russia. He has first started at the Company as the Director of Building Sector Management department (since 2002).

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 14

1.6. Company's Management (cont'd)

Edvinas Paulauskas

Commercial Director Edvinas Paulauskas is responsible for the activities of the Group within the commercial and public buildings administration area (since 2008). He has previously worked in the Group as a Project Manager (since 2005) and Executive Manager (since 2006).

1.7. Activity and Segment Information

Information on main activity segments:

2010 2009
Heating infrastructure renovation. extra works Buildings' administration Heating infrastructure renovation. extra works Buildings' administration
Resale of utility services Administration services Resale of utility services Administration services
Revenue: Company 19,157 - 99,282 31,268 - 93,302
Revenue: Group 19,157 215,999 310,651 31,268 101,361 241,866

Information on main geographical segments for the Group:

2010 2009
Baltic states CIS States Baltic states CIS States
Revenue 199,359 346,448 186,537 187,958
Net profit (loss) 21,231 644* 10,034 5,259
  • Including consolidated loss of 2,662 thousand Litas for the year from disposed investment OOO „Жилкомсервис г. Ломоносов".

Main activity indicators for the Group:

2010 2009 Change (%)
Area of multi-flat apartment buildings under administration (million square meters) 15.8 15.6 1%
Area of public. commercial building and a typical properties under administration (million square meters) 2.7 2.5 8%
Number of employees 3,011 3,501 (14%)
Sales for the period* 545,807 374,495 46%
Pardavimai (pagrindiné veikla)* 329,808 273,134 21%
Gross margin* 28.1% 24.1% 17%
EBITDA margin* 10.6% 7.5% 41%
EBIT margin* 7.1% 7.5% (6%)
Net margin* 6.6% 5.6% 18%
Number of shares (thousand) 31,610 19,110 65%
Return on equity 19.4% 24.3% (20%)
Return on assets 7.5% 8.2% (8%)
Financial Net Debt to equity** 20% 36% (45%)
  • Calculated by reducing sales for the resale of utility services.
    ** Interest bearing debt (net of cash balance) to Shareholders' equity.

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 15

2. Accounting Policies

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.

3. Goodwill

Group
Cost:
Balance as of 31 December 2008 14,816
Additions 16,989
Balance as of 31 December 2009 31,805
Additions 27,282
Disposals (1,281)
Correction of previous periods 402
Exchange differences 548
Balance as of 31 December 2010 58,756
Impairment:
Balance as of 31 December 2008 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 58,466
Net book value as of 31 December 2009 31,515

Acquisitions during 2010

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). Total purchase price is LTL 55 million, of which LTL 7,856 thousand will be paid in cash and LTL 47,144 thousand shall be paid by issuing ordinary shares of the Company (9,316,931 units). UAB Ecoservice has two 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.

On 23 March, 2010 City Service AB acquired 49 % share stock of Economus UAB, company code 300582646, and with the shareholders of Economus UAB signed shareholders' agreement of company control. Economus UAB provides individual residential house maintenance and environmental care services.

In May 2010 the subsidiary of City Service, AB won the auction of the privatisation of Radviliškis komunalinės paslaugos, UAB and on 23 of July the 100 per cent of Radviliškio komunalinės paslaugos, UAB shares were acquired. The value of the contract is LTL 1.635 million. Radviliškis komunalinės paslaugos, UAB maintains the area of the apartment buildings of 220 thousand square metres in Radviliškis district.

On 17 August City Service, AB, through its subsidiary company, has acquired 100 percent of Litmilma, UAB, shares, legal entity code 220664740. The value of the contract is LTL 2.4 million.

On 8 November 2010 the subsidiary of City Service has acquired 95.76 per cent of Šiaulių liftas UAB, legal entity code 144707512, shares. The value of the contract is the LTL 1 million. Šiaulių liftas UAB provides the elevator installing and technical support.

At the acquisition of these subsidiaries goodwill of LTL 27,282 thousand has been accounted for (the rest of it classified under intangible assets caption). The goodwill appears due to expected synergies.

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 16

3. Goodwill (cont'd)

The differences between the amounts paid and the fair values of assets acquired and liabilities and contingent liabilities assumed for the acquisitions of 2010 were as follows:

UAB „Ecoservice“ UAB „Radviliškio komunalinės paslaugos“ UAB „Litmilma“ UAB „Šiaulių liftas“
Date of acquisition 5 January, 2010 23 July, 2010 17 August, 2010 8 November, 2010
Fair value of acquired assets, liabilities and contingent liabilities attributable to the Group 27,957 1,690 2,293 936
Goodwill 27,043 (55) 199 95
Total purchase consideration 55,000 1,635 2,492 1,031
Cash acquired 615 273 858 420
Total purchase consideration, net of cash acquired 54,385 1,362 1,634 611

4. Other Intangible Assets

Movement of other intangible assets of the Group during 2010 and 2009 is presented below:

Group Company
Cost:
Balance as of 31 December 2008 9,009 374
Additions arising from acquisitions of subsidiaries 55,036 -
Additions 19 19
Disposals (20) (1)
Exchange differences 4 -
Retirements (7) -
Balance as of 31 December 2009 64,041 392
Additions arising from acquisitions of subsidiaries 31
Additions 19,578 790
Disposals (2) (2)
Exchange differences 21 -
Retirements (106) (24)
Balance as of 31 December 2010 83,563 1,156
Accumulated amortisation:
Balance as of 31 December 2008 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 3,204 41
Disposals (1) -
Retirements (106) (24)
Balance as of 31 December 2010 5,076 372
Net book value as of 31 December 2010 78,487 784
Net book value as of 31 December 2009 62,062 37

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 17

4. Other Intangible Assets (cont'd)

The Group and the Company has not capitalised any internally generated intangible assets. Amortisation expenses of intangible assets are included within general and administrative expenses in the income statement.

5. Property, Plant and Equipment

Movement of the property, plant and equipment during 2010 and 2009 can be specified as follows:

Group Buildings Vehicles Other property. plant and equipment Construction in progress Total
Cost:
Balance as of 31 December 2008 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 1,334 12,681 6,220 564 20,799
Additions - 3,050 4,121 779 7,950
Disposals (367) (672) (336) - (1,375)
Exchange differences - 145 57 - 202
Retirements - (227) (3,253) (687) (4,167)
Balance as of 31 December 2010 23,620 21,240 10,482 1,200 56,542
Accumulated depreciation:
Balance as of 31 December 2008 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 3,529 - 7,926
Disposals (56) (356) (145) - (557)
Exchange differences - 39 35 - 74
Retirements - (255) (3,437) - (3,692)
Balance as of 31 December 2010 2,570 5,297 1,786 - 9,653
Net book value as of 31 December 2010 21,050 15,943 8,696 1,200 46,889
Net book value as of 31 December 2009 21,154 3,664 1,869 544 27,231

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 18

6. Investment Property

Movement of the Groups's investment property during 2010 and 2009 is presented below:

Buildings
Cost:
Balance as of 31 December 2008 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 31 December 2008 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 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.

7. Investments to Subsidiaries

The Company's investments into subsidiaries as of 31 December 2010 and 31 December 2009 are as follows:

31 December, 2010 31 December, 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 Skolos LT 40 -
Increase of authorised share capital of UAB Baltijos liftai 1,000 -
Disposal of Atidumas UAB to Ūkvedys UAB (3,413) -
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)
Impairment of investment in TOB Kiev City Service (87) (124)
Cost of investments at the period end 128,136 45,419

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 19

8. Borrowings

Borrowings of the Group and the Company as of 31 December 2010 and 31 December 2009 were as follows:

Creditor Currency of the loan Amount of the loan (in currency of the loan) Final repayment date Group Company
Balance as of 31 December 2010 (in LTL) Balance as of 31 December 2009 (in LTL) Balance as of 31 December 2010 (in LTL) Balance as of 31 December 2009 (in 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
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 9,465 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
DnB NORD bankas, AB (UAB Ecoservice) EUR 435 30.11.2012 1,389 - - -
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 23,266 21,649 20,659 21,649
  • Based overdraft facility agreement signed on 25 August 2008 with the Company, its subsidiaries operating in Lithuania and with Swedbank, AB, the Group can utilise net cash balances of the Company and its subsidiaries operating in Lithuania as intergroup borrowings.

For the loan and overdraft facility the Company and its subsidiaries have pledged to the bank real estate and bank accounts of the Company and its subsidiaries in Lithuania.

9. Cost of Sales

Group Company
2010 2009 2010 2009
Services of subcontractors and materials used 374,993 250,606 66,247 83,162
Wages and salaries and social security 64,417 52,205 19,643 17,271
Cost of goods sold 6,337 5,455 1,155 632
Depreciation 4,396 487 - -
Other 2,925 - - -
Total cost of sales 453,068 308,753 87,045 101,065

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 20

10. General and Administrative Expenses

Group Company
2010 2009 2010 2009
Wages and salaries and social security 28,865 17,013 6,535 5,266
Allowance for and write-off of receivables 11,602 6,743 74 881
Depreciation and amortisation 7,297 4,013 1,169 1,089
Commissions for collection of payments 4,209 840 1,609 1,692
Consulting and similar expenses 2,967 2,041 1,017 884
Rent of premises and other assets 2,410 1,822 458 1,112
Computer software maintenance 2,073 608 46 44
Utilities 1,551 677 333 250
Fuel expenses 1,362 508 162 134
Transportation 1,233 445 159 209
Advertising 1,232 678 857 557
Communication expenses 1,159 891 233 289
Business trips and training 1,059 725 857 546
Taxes other than income tax 751 354 22 22
Representational costs 669 - 407 -
Charity and support 630 453 554 443
Bank payments 570 - 55 -
Insurance 452 487 135 226
Vacation pay accrual 404 1,405 32 298
Other 2,279 5,843 1,830 1,936
Total general and administrative expenses 72,774 45,546 16,544 15,878

11. Other Operating Income (expenses), net

Group Company
2010 2009 2010 2009
Income from rent (net) 102 483 149 162
Gain (loss) on disposal of property, plant and equipment 52 46 (84) 4
Depreciation of rented assets (16) (42) (16) (42)
Fines and penalties, net 1,416 132 - -
Other income (expenses), net 1,874 (227) 822 (77)
Total other operating activity 3,428 392 871 47

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 21

12. 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 1,757 426 - -
Other financial income 257 174 295 31
Total finance income 3,802 890 3,942 7,095
Interest (expenses) (1,433) (2,796) (1,379) (1,179)
Foreign currency exchange loss (93) (1,078) (43) (206)
Impairment of investments - - - (835)
Discounting effect of long-term loans - (240) - -
Other financial (expenses) (62) (379) (12) (28)
Total finance (expenses) (1,588) (4,493) (1,434) (2,248)
Financial activity, net 2,214 (3,603) 2,508 4,847

13. Related Party Transactions

The parties are considered related when one party has the possibility to control the other one or have significant influence over the other party in making financial and operating decisions. The related parties of the Group and the Company and considered the following:

  • 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 (General Manager and the Board Member of the Company).

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 was sold for the net book value.

The sales price for the intercompany subsidiary purchase and sale transactions are established by the management and shareholders of the UAB ICOR 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 set-off against payables / receivables to / from a respective related party.

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2010 (unaudited), thousand Litas
Page 22

13. Related Party Transactions (cont'd)

2010

Group Purchases Sales Receivables and prepayments Loans granted Payables (long and short-term)
UAB ICOR 2,787 2,821 336 - 1,465
Subsidiaries of UAB ICOR 20,265 1,260 42 - 6,457
AB Axis Industries
Other subsidiaries of UAB ICOR 1,057 2,163 3,181 - 1,426
Management of the Company - 15 352 650 -
Shareholders of the Company - - 19 - -
Total 24,109 6,259 3,930 650 9,348

2010

Company Purchases Sales Receivables and prepayments Loans granted Payables
UAB ICOR 1,936 2,821 336 - 1,231
Subsidiaries of UAB ICOR:
AB Axis industries 19,869 1,216 36 - 6,261
Other subsidiaries of UAB Rubicon Group 38 1,249 3,086 - -
Subsidiaries of the Company 7,480 28,203 30,262 - 1,291
Management of the Company - 15 352 650 -
Shareholders of the Company - - 19 - -
Total 29,323 33,504 34,091 650 8,783

14. Subsequent Events

On January 2011 The Company has acquired a group of private companies in the city of Stavropol, Russia. The group consists of 17 separate companies. The value of the contract is the RUB 68.5 million. The acquired companies manage approximately 2 million square meters of residential buildings.

On 11 February 2011 the shareholder of the Company East Capital Asset Management AB has acquired 19.5 thousand shares of the Company and crossed the 10 percent limit.

AB City Service
Company code 123905633,
Adress: Smolensko Ave. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]