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City Service SE Interim / Quarterly Report 2013

Nov 29, 2013

5564_rns_2013-11-29_2560d3ba-fa98-40f1-a485-06f290025d60.pdf

Interim / Quarterly Report

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November 2013

CITYservice

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City Service AB

Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited)


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 2

Statements of financial position

Group Company
As of 30 September 2013 As of 31 December 2012 As of 30 September 2013 As of 31 December 2012
Assets
Non-current assets
Goodwill 46,536 45,121 - -
Other intangible assets 73,231 76,580 23 3
Property, plant and equipment 85,003 88,205 579 419
Investment property 349 370 - -
Investments into subsidiaries - - 165,893 162,045
Investments into associates 588 588 - -
Non-current financial assets receivables and prepayments 4,430 2,018 191 395
Deferred income tax asset 9,607 10,149 460 452
Total non-current assets 219,744 223,031 167,146 163,314
Current assets
Inventories 5,900 5,119 - 1
Prepayments 15,424 12,269 160 174
Trade receivables 173,851 118,015 38,032 29,158
Receivables from related parties (including loans granted) 901 950 60,952 55,084
Other receivables and current assets 9,573 10,124 1,930 2,253
Cash and cash equivalents 28,168 32,914 282 129
Total current assets 233,817 179,391 101,356 86,799
Total assets 453,561 402,422 268,502 250,113

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 3

Statements of financial position (cont'd)

Group Company
As of 30 September 2013 As of 31 December 2012 As of 30 September 2013 As of 31 December 2012
Equity and liabilities
Equity attributable to equity holders of the Company
Share capital 31,610 31,610 31,610 31,610
Reserves and share premium 83,002 83,002 82,991 82,991
Foreign currency translation (2,979) (2,179) - -
Retained earnings (deficit) 88,648 71,259 41,779 32,949
200,281 183,692 156,380 147,550
Non-controlling interests 3,177 2,307 - -
Total equity 203,458 185,999 156,380 147,550
Liabilities
Non-current liabilities
Non-current borrowings 54,570 29,716 52,513 29,716
Financial lease obligations 8,314 6,255 281 253
Deferred income tax liabilities 13,800 13,398 - -
Non-current payables 2,222 4,597 390 390
Total non-current liabilities 78,906 53,966 53,184 30,359
Current liabilities
Current portion of non-current borrowings 5,441 9,498 5,327 9,418
Current portion of financial lease obligations 913 2,749 18 62
Short term loans 7,176 18,913 19,045 34,950
Trade payables 71,605 73,687 8,655 13,189
Payables to related parties (including loans received) 18,123 12,473 22,439 11,928
Advances received 16,181 17,936 1,701 1,691
Other current liabilities 51,758 27,201 1,753 966
Total current liabilities 171,197 162,457 58,938 72,204
Total equity and liabilities 453,561 402,422 268,502 250,113

AB City Service
Company code 123905633,
Adress: Livovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 4

Statements of comprehensive income (for the period 1 January – 30 September)

Group Company
2013 Q3 2012 Q3 2013 Q3 2012 Q3
Sales 389,697 389,014 31,852 37,301
Cost of sales (302,970) (303,833) (25,554) (29,522)
Gross profit (loss) 86,727 85,181 6,298 7,779
General and administrative expenses (61,252) (62,553) (6,298) (7,815)
Other operating income (expenses) 839 (738) 218 1,760
Profit (loss) from operations 26,314 21,890 218 1,724
Income from financial and investment activities, net (4,628) (7,726) 8,604 (429)
Profit (loss) before tax 21,686 14,164 8,822 1,295
Income tax (3,427) (2,248) 8 (451)
Net profit (loss) 18,259 11,916 8,830 844
Other comprehensive income
Exchange differences on translation of foreign operations (800) 43 - -
Total comprehensive income for the year, net of tax 17,459 11,959 8,830 844
Attributable to:
The shareholders of the Company 17,389 11,125 8,830 844
Non-controlling interests 870 791 - -
18,259 11,916 8,830 844
Total comprehensive income attributable to:
The shareholders of the Company 16,589 11,168 8,830 844
Non-controlling interests 870 791 - -
17,459 11,959 8,830 844
Basic and diluted earnings per share (LTL) 0.55 0.35

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 5

Statements of comprehensive income (for the period 1 July – 30 September)

Group Company
2013 Q3 2012 Q3 2013 Q3 2012 Q3
Sales 114,302 118,294 3,356 3,138
Cost of sales (85,728) (87,951) (3,956) (3,668)
Gross profit (loss) 28,574 30,343 (600) (530)
General and administrative expenses (19,306) (20,500) (2,662) (1,681)
Other operating income (expenses) (427) (78) 75 70
Profit (loss) from operations 8,841 9,765 (3,187) (2,141)
Income from financial and investment activities, net (1,055) (7,178) 2,294 (193)
Profit (loss) before tax 7,786 2,587 (893) (2,334)
Income tax (1,082) (686) 359 355
Net profit (loss) 6,704 1,901 (534) (1,979)

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 6

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 1 January 2012 31,610 73,830 3,172 (1,824) 6,000 63,451 176,239 2,231 178,470
Net profit for the year - - - - - 11,125 11,125 791 11,916
Income (expenses) for the year recognised directly in equity - - - 43 - - 43 - 43
Total income and (expense) for the year - - - 43 - 11,125 11,168 791 11,959
Disposal of subsidiary - - - - - - - (1,251) (1,251)
Dividends declared - - - - - (7,270) (7,270) - (7,270)
Balance as of 30 September 2012 31,610 73,830 3,172 (1,781) 6,000 67,306 180,137 1,771 181,908
Balance as of 1 January 2013 31,610 73,830 3,172 (2,179) 6,000 71,259 183,692 2,307 185,999
Net profit for the year - - - - - 17,389 17,389 870 18,259
Income (expenses) for the year recognised directly in equity - - - (800) - - (800) - (800)
Total income (expense) for the year - - - (800) - 17,389 16,589 870 17,459
Balance as of 30 September 2013 31,610 73,830 3,172 (2,979) 6,000 88,648 200,281 3,177 203,458
Company Share capital Share premium Legal reserve Other reserves Retained earnings (deficit) Total
--- --- --- --- --- --- ---
Balance as of 1 January 2012 31,610 73,830 3,161 6,000 33,087 147,688
Net profit for the year - - - - 844 844
Dividends declared - - - - (7,270) (7,270)
Balance as of 30 September 2012 31,610 73,830 3,161 6,000 26,661 141,262
Balance as of 1 January 2013 31,610 73,830 3,161 6,000 32,949 147,550
Net profit for the year - - - - 8,830 8,830
Balance as of 30 September 2013 31,610 73,830 3,161 6,000 41,779 156,380

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 7

Statements of cash flows

Group Company
2013 Q3 2012 Q3 2013 Q3 2012 Q3
I. Cash flows from (to) operating activities
I.1. Net profit 18,259 11,916 8,830 844
Adjustments for non-cash items:
I.2. Income tax expenses 3,427 2,248 - 451
I.3. Depreciation and amortisation 13,498 9,978 114 231
I.4. Impairment and discounting of accounts receivable 3,926 6,936 (4) (815)
I.5. Loss from sale of investments - 7,367 - -
I.6. Financial activity, net 3,069 1,985 455 451
I.7. (Gain) loss on disposal of property, plant and equipment (228) (402) - (13)
41,951 40,028 9,395 1,149
Changes in working capital:
I.8. (Increase) decrease in inventories (550) (1,334) 1 685
I.9. (Increase) decrease in receivables and other current assets (10,090) (27,187) (22,165) 3,827
I.10. (Increase) decrease in prepayments (1,328) (3,092) 14 145
I.11. Increase (decrease) in trade payables and payables to related parties (43,632) (13,434) 5,977 (5,156)
I.12. Income tax (paid) (1,191) (3,524) - 433
I.13. Increase (decrease) in advances received and other current liabilities 5,221 13,615 794 72
Net cash flows from (to) operating activities (9,619) 5,072 (5,984) 1,155
II. Cash flows (to) investing activities
II.1. (Acquisition) of non-current assets (except investments) (3,051) (1,785) (293) (859)
II.2. (Acquisition) of investments in subsidiaries and associates (net of cash acquired in the Group) 1,531 (2,342) (3,848) (21)
II.3. Disposal of investments in subsidiaries, net - 3,898 - -
II.4. Interest received 55 302 - 85
II.5. Dividends received - - 9,400 -
II.6. Loans granted - - - (40)
Net cash flows from (to) investing activities (1,465) 73 5,259 (835)
III. Cash flows (to) from financing activities
III.1. Dividends (paid) - (7,270) - (7,270)
III.2. (Repayment) proceeds from loans 9,004 7,564 2,056 15,523
III.3. (Repayment) of financial lease liabilities (936) (10,168) (16) (7,812)
III.4. Interest (paid) (1,730) (922) (1,162) (913)
Net cash flows from (to) financial activities 6,338 (10,796) 878 (472)
IV. Net (decrease) increase in cash and cash equivalents (4,746) (5,651) 153 (152)
V. Cash and cash equivalents at the beginning of the period 32,914 25,050 129 216
VI. Cash and cash equivalents at the end of the period 28,168 19,399 282 64

AB City Service
Company code 123905633.
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 8

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 controls the largest group of integrated utility service companies in Central and Eastern Europe. The City Service group is the market leader in facility management and integrated utility services in the Baltic States. It provides services in the following cities and regions: in the municipalities of Vilnius, Kaunas, Klaipėda, Šiauliai, Alytus, Utena, Marijampolė, Palanga, Trakai, Širvintos, Radviliškis, Neringa, Varėna, Kazlų Rūda, Vilkaviškis, Šilutė and Pagėgiai in Lithuania; in Poland; in Spain; in Riga and separate regions in Latvia; in St. Petersburg and Stavropol in the Russian Federation.

1.1. Activities

City Service group provides facility management; maintenance and repair of engineering systems; management and renovation of energy resources; technical and energy audit of buildings; waste management and eco-business; maintenance of elevators; maintenance and cleaning of territories.

The most important buildings segment administered by the City Service group: are residential apartment buildings; commercial buildings; public buildings; industrial buildings. The total area of buildings under the management of the Group is 29,8 million sq. m. at present.

1.2. Share Capital of the Company

The share capital of the Company is LTL 31,610 thousand as of 30 September 2013. 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 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 30 September 2013 all 31,610 thousand ordinary shares of the Company are included into the 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 30 September 2013 the total number of shareholders of the Company was 1881.

Company's shares distribution among shareholders as of 30 September 2013 was the following:

Number of shares held Owned percentage of the share capital and votes, %
ICOR UAB, legal entity code 300021944, address: Konstitucijos av. 7, Vilnius, Lithuania 20,205,595 63.92 %
“East Capital Asset Management” AB, registration no. 556546-8435, address: Kungsgatan 33, Stokholm, Sweeden 3,167,722 10.02 %
Genesis Asset Managers, LLP, registration no. OC 306866, address: 21 Grosvenor Place, London, United Kingdom 1,644,183 5.20%
Other private and institutional shareholders 6,592,500 20.86 %
Total 31,610,000 100 %

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 9

1.4. City Service Group

On 30 September 2013 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 30 September 2013 Share of the stock held by the Group as of 31 December 2012 Main activities
UAB Antakalnio büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Aukštaitijos büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Baltijos büstis priežiūra Lithuania 100% 100% Dormant
UAB Baltijos liftai Lithuania 100% 100% Elevator installing & tech. support
UAB Baltijos NT valdymas Lithuania 100% 100% Real estate management
UAB Baltijos pastatų valdymas Lithuania 100% 100% Dormant
UAB Dainavos büstas Lithuania 100% 100% Dormant
UAB Danės büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Economus Lithuania 100% 100% Administration of construction-buildings
UAB Ecoservice Lithuania 100% 100% Collection and removal of waste
UAB Justiniškių büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Jūros büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Kauno centro büstas Lithuania 100% 100% Dormant
UAB Karoliniškių büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Karoliniškių turgus Lithuania 100% - Marketplace administration services
UAB Komunalinių įmonių kombinatas Lithuania 99.71% 99.71% Collection and removal of waste
UAB Konarskio turgelis Lithuania 100% - Marketplace administration services
UAB Lazdynų butų ūkis Lithuania 100% 100% Administration of dwelling-houses
UAB Lazdynų büstas Lithuania 100% 100% Dormant
UAB Mano aplinka Lithuania 100% - Maintenance and cleaning of territories and premises
UAB Mano büstas LT Lithuania 100% 100% Commercial real estate management and building maintenance
UAB Mano sauga Lithuania 99,27% 51% Security services
UAB Namų priežiūros centras Lithuania 100% 100% Administration of dwelling-houses
UAB Naujamiesčio büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Nemuno büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Nemuno büstis priežiūra Lithuania 100% 100% Dormant
UAB Pagėgių savivaldybės komunalinis ūkis Lithuania 66% 66% Dormant
UAB Pašilaičių büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Pempininkų büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Radviliškio büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Saulėtos dienos Lithuania 100% - Administration of dwelling-houses
UAB Skolos LT Lithuania 100% 100% Debt collection services
UAB Specialus autotransportas Lithuania 100% 100% Collection and removal of waste
UAB Šiaulių büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Šiaulių liftas Lithuania 100% 100% Elevator installing & tech. support
UAB Šilutės büstas Lithuania 99.84% 99.84% Administration of dwelling-houses
UAB Vėtrungės büstas Lithuania 100% 100% Administration of dwelling-houses

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 10

UAB Vilkpédès büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Vilniaus turgus Lithuania 100% - Dormant
UAB Vingio büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Viršuliškių büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Žaidas Lithuania 99.33% 99.33% Administration of dwelling-houses
UAB Žardės büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Žirmūnų büstas Lithuania 100% 100% Administration of dwelling-houses
Aldesa Servicios y Mantenimiento, S.A. Spain
Madrid 100% - Commercial real estate management
and building maintenance
SIA Riga City Service Latvia 100% 100% Commercial real estate management
and building maintenance
City Service Poland Sp .z.o.o Poland
Warsaw 100% 100% Dormant
INTERBUD MAX SP. Z.O.O Poland
Warsaw 100% 100% Dormant
Zespół Zarządców Nieruchomości Sp. z o.o. Poland
Warsaw 100% 100% Administration of dwelling-houses
ТОВ Київ Сіті Сервіс Ukraine 100% 100% Administration of dwelling-houses
OAO Сити Сервис / OAO City service Russia, St.
Petersburg 100% 100% Administration of dwelling-houses
ЗАО Сити Сервис / ZAO City service Russia, St.
Petersburg 100% 100% Administration of dwelling-houses
OAO Специализи-рованное ремонтно-
наладочное управление Russia, St.
Petersburg 100% 100% Construction and engineering
ООО Жилкомсервис № 3 Фрунзенского района Russia, St.
Petersburg 80% 80% Administration of dwelling-houses
ООО «Чистый дом» Russia, St.
Petersburg 100% 100% Maintenance and cleaning of territories
ООО «Управляющая компания -1» Russia,
Stavropol 76% 76% Administration of dwelling-houses
ООО «ПРОМИНТЕР - управление проектами» Russia,
Stavropol 100% 100% Administration of dwelling-houses
ООО «Управляющая компания -2» Russia,
Stavropol 76% 76% Administration of dwelling-houses
ООО «Управляющая компания -3» Russia,
Stavropol 76% 76% Administration of dwelling-houses
ООО «Управляющая компания -4» Russia,
Stavropol 76% 76% Administration of dwelling-houses
ООО «Управляющая компания -5» Russia,
Stavropol 76% 76% Administration of dwelling-houses
ООО «УК -5» Russia,
Stavropol 100% 100% Administration of dwelling-houses
ООО «Управляющая компания -6» (legal entity
code 2635085674) Russia,
Stavropol 76% 76% Administration of dwelling-houses
ООО «Управляющая компания -6» (legal entity
code 2635105070) Russia,
Stavropol 100% 100% Administration of dwelling-houses
ООО «Жилищная Управляющая компания № 6» Russia,
Stavropol 100% 100% Administration of dwelling-houses
ООО «Объединенная управляющая компания – 7» Russia,
Stavropol 100% 100% Administration of dwelling-houses
ООО «Обслуживающая управляющая компания-7» Russia,
Stavropol 100% 100% Administration of dwelling-houses
ООО «Управляющая компания – 8» Russia,
Stavropol 100% 100% Administration of dwelling-houses
ООО «Управляющая компания – 10» Russia,
Stavropol 100% 100% Administration of dwelling-houses

The Group's and the Company's investment in an associate as of 30 September 2013 included an investment in Marijampolės butų ükis UAB (34% of the share capital).

AB City Service
Company code 123905633,
Adress: Livovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 11

1.5. Company's Board

As of 30 September 2013, the Board of the Company comprises of the following persons:

Name and surname Position Start of term End of term
Andrius Janukonis Board Chairman April 30, 2013 April 30, 2017
Gintautas Jaugielavičius Board Member April 30, 2013 April 30, 2017
Darius Leščinskas Board Member April 30, 2013 April 30, 2017
Žilvinas Lapinskas Board Member April 30, 2013 April 30, 2017*
  • On 7th of October, 2013 Mr Žilvinas Lapinskas resigned from the Board of the Company

The Board members do not control any shares of the Company.

img-1.jpeg

Andrius Janukonis

Andrius Janukonis (born in 1971) is the Chairman of the Board of AB City Service (since 2009). He holds a Master's degree in Law. He works as a consultant for ICOR UAB and is the chairman of the board of the company (since 2004).

Gintautas Jaugielavičius

Gintautas Jaugielavičius (born in 1971) is a Member of the Board of AB City Service (since 2005). He holds a Bachelor's degree in Economics. At present, he works as a consultant for ICOR UAB and is a member of the board of the company (since 2004).

img-2.jpeg

img-3.jpeg

Darius Leščinskas

Darius Leščinskas (born in 1968) is a Member of the Board of AB City Service (since 2009). He holds a Master's degree in Law. At present, he works as a consultant for ICOR UAB and is a member of the board of the company (since 2004).

AB City Service
Company code 123905633,
Adress: Livovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 12

1.6. Company's Management

As of 30 September 2013 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
Jonas Janukénas General Manager May 2007
Vytautas Turonis Executive Manager for Lithuania May 2004
Edvinas Paulauskas Executive Manager February 2005
Tomas Augutavičius Chairman of the Board of City Service group in Russia June 2006

They do not control any shares of the Company.

img-4.jpeg

Jonas Janukénas

Jonas Janukénas (born in 1976) is the General Manager of AB City Service (since September, 2013.). Since 2007 Mr Janukénas was Financial and Administrative Manager of AB City Service. Mr Janukénas is also the Chairman of the Board at Mano büstas LT UAB (since July, 2012). He holds a Master's degree in Business Administration. Prior to coming to work at the Company, he worked as the Financial Manager of UAB Litesko (2001 – 2007) and Senior Auditor and Risk Management Consultant at the Vilnius division of Andersen (1998 – 2001).

At present, the main task of the General Manager is to head the Group and take charge of planning and coordination of important development projects in Russia, Poland, Spain, as well as other markets in Eastern and Western Europe

img-5.jpeg

Vytautas Turonis

Vytautas Turonis (born 1972 m.) is the General Manager at Mano büstas LT UAB and works as the Executive Manager for Lithuania at City Service AB. He holds a Bachelor's degree in International Business. Previously he worked as the Marketing Manager of UAB Specialus Autotransportas (2003 – 2004). He started to work in the Company as the Market Development Department Manager (2004 – 2008).

Vytautas Turonis is responsible for the Group's activities throughout Lithuania.

img-6.jpeg

Edvinas Paulauskas

Edvinas Paulauskas (born in 1976) is the Executive Manager at City Service AB and Mano büstas LT, UAB. Previously he worked as the Commercial director (since 2008). Edvinas Paulauskas started working in the Company as the Project Manager (2005-2006). He holds a Bachelor's degree in Environment Engineering.

Edvinas Paulauskas is responsible for the Group's activities in the commercial and exploitation departments as well as in the innovation and energy efficiency chapter throughout Lithuania and foreign markets.

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 13

1.6. Company's Management (cont'd)

img-7.jpeg

Tomas Augutavičius

Tomas Augutavičius (born 1973 m.) is the Chairman of the Board of City Service group in Russia (since 2009). He holds a Bachelor degree in technology. He started working in the Company as Head of Kaunas Department (2006 - 2009).

The Chairman of the Board of City Service group in Russia Tomas Augutavičius is responsible for activities of companies operating in Russia.

1.7. Activity and Segment Information

Information on main activity segments:

2013 Q3 2012 Q3
Buildings' administration Buildings' administration
Resale of utility services Administration services Resale of utility services Administration services
Revenue: Company - 31,852 - 37,301
Revenue: Group 74,874 314,823 124,455 264,559

Information on main geographical segments for the Group:

Poland 2013 Q3 Baltic states CIS States Poland 2012 Q3 Baltic states CIS States
Revenue 54,863 207,965 126,869 - 179,705 209,309
Profit from operations 2,877 19,886 3,551 - 13,451 8,439
Net profit (loss) 279* 16,755 1,225** - 12,017 (101)

Includes LTL 1,347 thousand foreign currency exchange loss.
*Includes LTL 827 thousand foreign currency exchange loss.

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 14

Main activity indicators for the Group:

2013 Q3 2012 Q3 Change (%)
Area of multi-flat apartment buildings under administration (million square meters) 20.2 13 55.4%
Area of public. commercial building and a typical properties under administration (million square meters) 9.6 3.1 209.7%
Number of employees 5,707 3,028 88%
Sales for the period* 389,697 389,014 0.2%
Sales (main activity)* 314,823 264,559 19.0%
Gross margin* 27.5% 32.2% (14.4%)
EBITDA margin* 12.6% 12.0% 5.0%
EBIT margin* 8.4% 8.3% 1.0%
Net margin* 5.8% 4.5% 28.8%
Number of shares (thousand) 31,610 31,610 0%
Return on equity 9.4% 6.6% 41.8%
Return on assets 4.3% 3.6% 19.8%
Financial Net Debt to equity** 19% 0.63%
  • Calculated by reducing sales for the resale of utility services.
    ** Interest bearing debt (net of cash balance) to Shareholders' equity.

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 1 January 2012 69,362
Additions 4,436
Disposals (9,248)
Balance as of 31 December 2012 64,550
Additions 1,415
Balance as of 30 September 2013 65,965
Impairment:
Balance as of 1 January 2012 290
Impairment for the year 19,139
Balance as of 31 December 2012 19,429
Impairment for the year -
Balance as of 30 September 2013 19,429
Net book value as of 30 September 2013 46,536
Net book value as of 31 December 2012 45,121

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 15

3. Goodwill (cont'd)

Investments and other changes during the first nine months of the year 2013

On 22 February 2013 UAB SKT Environmental Services Klaipėda, code 110734883, after the reorganization was incorporated into UAB Specialus Autotransportas.

On 14 March 2013 the Company through a subsidiary acquired 100% shares of UAB Vilniaus turgus, code 303005920. The value of the acquisition – LTL 68 thousand.

On 10th April the Company concluded the contract with the financial advisor Porta Finance regarding the consultations and search of potential acquirers for 100% of Ecoservice UAB shares. Ecoservice UAB with the subsidiaries supplies waste management and other environmental services in Vilnius, Klaipėda cities and in more than ten other municipalities of Lithuania.

On 30th of April the Ordinary General Meeting of the Shareholders of the Company has been held. The shareholders have distributed the Company's profit of the year 2012 and have elected the Board the Audit Committee of the Company for the new term. Shareholders also approved Ernst & Young Baltic UAB, company code 110878442, for the performance of the audit of the Company's and the Company's set of consolidated financial statements for the year 2013 and for the evaluation of the Company's consolidated annual report. The meeting has also established the payment conditions for the audit services and approved the new redaction of the Articles of Association of the Company.

On 17th of May the share capital of Mano sauga UAB, legal entity code 302628213, was increased by additional contributions from the shareholders. At the date of issue of these financial statements the share capital of Mano sauga UAB amounts to LTL 667,9 thousand and the Group controls 99.27 % shares of the company. Mano sauga UAB provides security services in Lithuania.

On 13th of June UAB Sinsta name has been changed into UAB Mano aplinka. Continuing the process of the unbundling, the activity of maintenance and cleaning of territories from UAB Naujamiesčio būstas has been transferred to UAB Mano aplinka this process is related to the further development of the cleaning services provided by the Group.

On 28th of June UAB Tvar.com, code 300730461, after the process of reorganization has been incorporated to its sole shareholder company.

On 31st July the Company acquired 100% shares of UAB Saulėtos dienos, legal entity code 302473916. The value of the contract is LTL 120 thousand. UAB Saulėtos dienos is engaged in the administration of dwelling houses in Vilnius district, Lithuania.

On 16th of August continuing the process of unbundling the activities, the market activity from UAB Karoliniškių būstas and UAB Naujamiesčio būstas have been transferred to separate newly established legal entities. Market activity from UAB Karoliniškių būstas was transferred to UAB Karoliniškių turgus and from UAB Naujamiesčio būstas to UAB Konarskio turgelis.

On 21st of August Group company ZZN, which in June won a tender to manage municipal apartments, territories and other premises of Poznan's Communal Apartment Office, signed the contract with Zarzad Komunalnych Zasobow Lokalowych. ZZN will manage a total apartment, territories and other premises area of 1.35 million sq. meters. The contract shall be signed for the term of 4 years; value of contract is PLN 24.7 million.

On 25th of September the Company acquired 100% shares of ALDESA SERVICIOS Y MANTENIMIENTO, S.A., legal entity code A-84659614. The value of the contract is EUR 7.345 million. The acquired company provides commercial facility management and related services. The company holds offices throughout Spain, with over 4.8 million sq. meters of facilities under its management, with 1600 employees. At the acquisition of this subsidiary the management estimated provisional goodwill of LTL 1,415 thousand:

Fair value of acquired assets, liabilities and contingent liabilities attributable to the Group 2,433
Goodwill 1,415
Total purchase consideration 3,848*
Cash acquired 8,965
Total purchase consideration, net of cash acquired (5,117)
  • The value of the contract is LTL 25,360 thousand: LTL 3,848 thousand for shares of the subsidiary and additionally LTL 21,512 thousand for loans of former shareholders.

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 16

4. Investments to Subsidiaries

The Company's investments to subsidiaries movement from 31 December 2012 to 30 September 2013 is represented below:

Cost of investments at the beginning of the year 162,045
ALDESA SERVICIOS Y MANTENIMIENTO, S.A. 3,848
Cost of investments at the period end 165,893

5. Other Intangible Assets

Movement of other intangible assets in 2013 and 2012 is presented below:

Group Company
Cost:
Balance as of 1 January 2012 86,810 1,671
Additions arising from acquisitions of subsidiaries 12,562 -
Additions 311 45
Disposals of subsidiaries (12,472) -
Disposals (8) (2)
Retirements (189) -
Reorganisation effect - (1,699)
Balance as of 31 December 2012 87,014 15
Additions 327 24
Disposals (16) -
Exchange differences (405) -
Retirements (13) -
Balance as of 30 September 2013 86,907 39
Accumulated amortisation:
Balance as of 1 January 2012 8,118 485
Charge for the year 3,402 18
Disposals - (1)
Disposals of subsidiaries (987) -
Retirements (99) -
Reorganisation effect - (490)
Balance as of 31 December 2012 10,434 12
Charge for the year 3,363 4
Disposals (3) -
Exchange differences (116) -
Retirements (2) -
Balance as of 30 September 2013 13,676 16
Net book value as of 30 September 2013 73,231 23
Net book value as of 31 December 2012 76,580 3

AB City Service
Company code 123905633,
Adress: Livovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 17

6. Property, Plant and Equipment

Movement of property, plant and equipment in 2013 and 2012 is presented below:

Group Buildings Vehicles Other property, plant and equipment Construction in progress Total
Cost:
Balance as of 1 January 2012 24,705 28,329 15,459 48 68,541
Additions arising from acquisitions of subsidiaries 15,902 1,530 20,896 280 38,607
Additions 281 3,347 4,142 - 7,770
Disposals - (1,944) (1,069) - (3,013)
Exchange differences - 119 34 2 155
Retirements - (1,530) (3,028) (1) (4,559)
Balance as of 31 December 2012 40,888 29,851 36,433 329 107,502
Additions arising from acquisitions of subsidiaries - 712 1,242 - 1,954
Additions 95 4,102 2,483 201 6,881
Disposals (630) (927) - - (1,556)
Exchange differences (636) (41) (704) - (1,381)
Retirements - (668) (346) (33) (1,046)
Balance as of 30 September 2013 39,718 33,030 39,109 497 112,352
Accumulated depreciation:
Balance as of 1 January 2012 3,514 8,296 3,980 - 15,790
Charge for the year 1,120 4,249 4,338 - 9,707
Disposals - (1,645) (890) - (2,535)
Exchange differences - 43 17 - 60
Retirements - (1,124) (2,602) - (3,726)
Balance as of 31 December 2012 4,634 9,819 4,843 - 19,296
Charge for the year 1,756 3,921 4,457 - 10,134
Disposals (248) (821) (259) - (1,328)
Exchange differences 36 17 92 - 145
Retirements - (586) (310) - (896)
Balance as of 30 September 2013 6,178 12,350 8,823 - 27,351
Net book value as of 30 September 2013 33,540 20,680 30,286 497 85,003
Net book value as of 31 December 2012 36,254 20,032 31,590 329 88,205

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 18

7. Borrowings

Borrowings of the Group and the Company as of 30 September 2013 and 31 December 2012 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 30 September 2013 (in LTL) Balance as of 31 December 2012 (in LTL) Balance as of 30 September 2013 (in LTL) Balance as of 31 December 2012 (in LTL)
Current loans
Swedbank, AB (overdraft) EUR 1,448 17.08.2013 - 5,000 - 5,000
Swedbank, AB (overdraft) LTL 5,000 17.08.2013 - 83 - 83
Swedbank, AB EUR 3,700 10.06.2013 - 12,775 - 12,775
Nordea Bank (overdraft) EUR 3,000 09.09.2014 4,750 - 4,750 -
Nordea Bank (overdraft) LTL 2,426 09.09.2014 2,426 - 2,426 -
DNB bank, AB (UAB Ecoservice) EUR 435 29.11.2013 - 928 - -
AS UniCredit Bank (UAB Tvar.com) LTL 350 15.02.2013 - 127 - -
Group Account (eliminated in the consolidated group accounts)* Unspecified Unspecified Unspecified - - 11,869 17,092
Current loan balance 7,176 18,913 19,045 34,950
Non-current loans
Swedbank, AB EUR 10,486 09.08.2015 - 18,417 - 18,417
Swedbank, AB EUR 6,000 10.12.2017 - 20,717 - 20,717
Nordea Bank EUR 25,000 09.09.2018 57,840 - 57,840 -
AB SEB bankas (UAB Specialus autotransportas) EUR 695 31.05.2018 2,171 - - -
AS UniCredit Bank (UAB Tvar.com) EUR 309 15.01.2013 - 80 - -
Less: current portion of non-current borrowings (5,441) (9,498) (5,327) (9,418)
Non-current loan balance 54,570 29,716 52,513 29,716
  • Based overdraft facility agreement signed on 9 September 2013 with the Company, its subsidiaries operating in Lithuania and with Nordea Bank, the Group can utilise net cash balances of the Company and its subsidiaries operating in Lithuania as intergroup borrowings.

For the loans 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. Shares of UAB "Mano bustas LT" are pledged to Nordea Bank as well.

8. Cost of Sales

Group Company
2013 Q3 2012 Q3 2013 Q3 2012 Q3
Services of subcontractors and materials used 212,248 238,200 25,215 27,181
Wages and salaries and social security 72,944 52,630 338 2,339
Cost of goods sold 5,760 4,944 1 2
Depreciation 7,416 4,481 - -
Other 4,602 3,578 - -
Total cost of sales 302,970 303,833 25,554 29,522

AB City Service
Company code 123905633.
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 19

9. General and Administrative Expenses

Group Company
2013 Q3 2012 Q3 2013 Q3 2012 Q3
Wages and salaries and social security 31,030 27,951 2,543 2,271
Depreciation and amortisation 6,082 5,497 114 231
Allowance for and write-off of receivables 3,926 6,936 (4) (815)
Bonuses - 2,420 - 2,420
Consulting and similar expenses 2,502 2,606 1,480 1,086
Commissions for collection of payments 2,131 2,506 33 268
Rent of premises and other assets 1,930 2,008 204 344
Fuel expenses 1,368 1,137 93 63
Computer software maintenance 1,056 787 21 22
Business trips and training 995 613 359 222
Insurance 843 555 36 35
Transportation 820 823 43 31
Communication expenses 780 827 70 97
Utilities 776 875 349 241
Advertising 748 783 187 267
Taxes other than income tax 468 320 18 11
Bank payments 427 390 6 6
Representational costs 419 370 154 173
Charity and support 48 335 1 233
Other 4,903 4,814 591 609
Total general and administrative expenses 61,252 62,553 6,298 7,815

10. Other Operating Income (expenses), net

Group Company
2013 Q3 2012 Q3 2013 Q3 2012 Q3
Income from rent, net - 1 240 252
Gain (loss) on disposal of property, plant and equipment 228 402 - 1,551
Other income (expenses), net 611 (1,141) (22) (43)
Total other operating activity 839 (738) 218 1,760

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 20

11. Finance Income and (expenses), net

Group Company
2013 Q3 2012 Q3 2013 Q3 2012 Q3
Interest income 503 302 1,452 710
Dividend income - - 9,400 -
Foreign currency exchange gain 298 4,283 8 52
Other financial income 191 170 - 13
Total finance income 992 4,755 10,860 775
Interest (expenses) (1,730) (922) (1,907) (1,161)
Foreign currency exchange loss (2,909) (3,400) (348) (19)
Loss on sale of investments - (7,367) - -
Other financial (expenses) (981) (792) (1) (24)
Total finance (expenses) (5,620) (12,481) (2,256) (1,204)
Financial activity, net (4,628) (7,726) 8,604 (429)

12. 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:

  • Global energy consulting OU (Estonia)– the ultimate shareholder of the Company since 2013;
  • 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 J. Janukénas, V. Turonis, E. Paulauskas, T. Augutavičius (Management 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 during the first nine months of 2013 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/or Global energy consulting OU 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.

2013 Q3

Group Purchases Sales Receivables and prepayments Loans granted Payables (long and short-term)
UAB ICOR 2,119 19 - - 15,626
Subsidiaries of UAB ICOR:
AB Axis Industries 1,879 1,604 118 - 1,769
Other subsidiaries of UAB ICOR 711 1,242 835 - 363
Total 4,709 2,865 953 - 17,758

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the nine months of 2013 (unaudited), thousand Litas
Page 21

13. Subsequent Events

On 7th of October Mr Žilvinas Lapinskas resigned from the Board of the Company. At the date of submission of these financial statements the Board of the Company consists of three members: Mr Andrius Janukonis (the chairman of the Board), Mr Gintautas Jaugielavičius and Mr Darius Leščinskas.

On 31st of October the Company acquired 100% shares of City Service Polska Sp. z.o.o, legal entity code KRS 483372. The value of the contract is PLN 5 thousand. At the moment City Service Polska Sp. z.o.o. is dormant. The acquisition is related with possible expansion of the Group in Poland.

On 15th of November the Group company in Spain, has signed agreements on municipal housing management with Malaga and Asturia municipalities. „ALDESA SERVICIOS Y MANTENIMIENTO“, S.A. will provide technical maintenance and management services for approximately 7000 apartments (more than 300 thousand sq. m.), value of the signed agreements is EUR 700 thousand.

AB City Service
Company code 123905633,
Adress: Lvovo st. 25, Vilnius, Lithuania
www.cityservice.lt
[email protected]