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City Service SE Interim / Quarterly Report 2012

Feb 28, 2013

5564_rns_2013-02-28_c61a2088-9bb0-4ac7-aa74-38463ae068f7.pdf

Interim / Quarterly Report

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February 2013

CityService

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City Service AB

Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited)


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 2

Statements of financial position

Group Company
As of 31 December 2012 As of 31 December 2011 As of 31 December 2012 As of 31 December 2011
Assets
Non-current assets
Goodwill 44,760 69,072 - -
Other intangible assets 76,973 78,692 3 1,186
Property, plant and equipment 87,985 52,751 419 4,044
Investment property 370 382 - -
Investments into subsidiaries - - 156,911 127,913
Investments into associates 588 578 - -
Non-current financial assets receivables and prepayments 2,218 10,960 595 6,733
Deferred income tax asset 10,026 9,243 294 736
Total non-current assets 222,920 221,678 158,222 140,612
Current assets
Inventories 5,537 4,040 1 701
Prepayments 12,821 8,911 174 252
Trade receivables 120,598 76,927 29,158 20,558
Receivables from related parties (including loans granted) 950 1,309 55,084 35,284
Other receivables and current assets 9,891 7,116 2,318 4,196
Cash and cash equivalents 31,513 25,050 129 216
Total current assets 181,310 123,353 86,864 61,207
Total assets 404,230 345,031 245,086 201,819

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 3

Statements of financial position (cont'd)

Group Company
As of 31 December 2012 As of 31 December 2011 As of 31 December 2012 As of 31 December 2011
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 (2,179) (1,824) - -
Retained earnings (deficit) 70,524 63,451 27,772 33,087
182,957 176,239 142,373 147,688
Non-controlling interests 1,968 2,231 - -
Total equity 184,925 178,470 142,373 147,688
Liabilities
Non-current liabilities
Non-current borrowings 29,716 18,497 29,716 18,417
Financial lease obligations 6,255 6,207 253 1,596
Deferred income tax liabilities 13,301 15,306 - -
Non-current payables 1,612 6,651 290 503
Total non-current liabilities 50,884 46,661 30,259 20,516
Current liabilities
Current portion of non-current borrowings 9,498 8,103 9,418 7,116
Current portion of financial lease obligations 2,749 3,859 62 569
Short term loans 18,914 856 34,950 3,148
Trade payables 75,807 59,035 13,189 4,334
Payables to related parties (including loans received) 14,655 13,212 11,928 13,559
Advances received 18,348 14,513 1,691 1,490
Other current liabilities 28,450 20,322 1,217 3,399
Total current liabilities 168,421 119,900 72,455 33,615
Total equity and liabilities 404,230 345,031 245,087 201,819

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 4

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

Group Company
2012 2011 2012 2011
Sales 536,462 547,843 53,068 115,556
Cost of sales (423,587) (434,595) (42,352) (84,447)
Gross profit (loss) 112,875 113,248 10,716 31,109
General and administrative expenses (86,244) (75,883) (10,732) (19,879)
Other operating income (expenses) 1,979 (2,995) 1,829 86
Profit (loss) from operations 28,610 34,370 1,813 11,316
Income from financial and investment activities, net (8,492) (430) 617 2,221
Profit (loss) before tax 20,118 33,940 2,430 13,537
Income tax (4,787) (4,453) (475) (1,434)
Net profit (loss) 15,331 29,487 1,955 12,103
Other comprehensive income
Exchange differences on translation of foreign operations (355) (112) - -
Total comprehensive income for the year, net of tax 14,976 29,375 1,955 12,103
Attributable to:
The shareholders of the Company 14,343 28,725 1,955 12,103
Non-controlling interests 988 762 - -
15,331 29,487 1,955 12,103
Total comprehensive income attributable to:
The shareholders of the Company 13,988 28,613 1,955 12,103
Non-controlling interests 988 762 - -
14,976 29,375 1,955 12,103
Basic and diluted earnings per share (LTL) 0.45 0.91

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 5

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

Group Company
2012 Q4 2011 Q4 2012 Q4 2011 Q4
Sales 147,448 162,617 15,767 35,833
Cost of sales (119,754) (129,686) (12,830) (25,404)
Gross profit (loss) 27,694 32,931 2,937 10,429
General and administrative expenses (23,691) (20,822) (2,917) (5,721)
Other operating income (expenses) 2,717 (1,113) 69 17
Profit (loss) from operations 6,720 10,996 89 4,725
Income from financial and investment activities, net (766) 294 1,046 50
Profit (loss) before tax 5,954 11,290 1,135 4,775
Income tax (2,539) 805 (24) (1,012)
Net profit (loss) 3,415 12,095 1,111 3,763

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (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 2011 31,610 73,830 2,455 (1,712) 6,000 43,346 155,529 1,396 156,925
Net profit for the year - - - - - 28,725 28,725 762 29,487
Income (expenses) for the year recognised directly in equity - - - (112) - - (112) - (112)
Total income (expense) for the year - - - (112) - 28,725 28,613 762 29,375
Transfer to legal reserve - - 717 - - (717) - - -
Acquisition of subsidiary - - - - - - - 73 73
Dividends declared - - - - - (7,903) (7,903) - (7,903)
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 - - - - - 14,343 14,343 988 15,331
Income (expenses) for the year recognised directly in equity - - - (355) - - (355) - (355)
Total income (expense) for the year - - - (355) - 14,343 13,988 988 14,976
Disposal of subsidiary - - - - - - - (1,251) (1,251)
Dividends declared - - - - - (7,270) (7,270) - (7,270)
Balance as of 31 December 2012 31,610 73,830 3,172 (2,179) 6,000 70,524 182,957 1,968 184,925
Company Share capital Share premium Legal reserve Other reserves Retained earnings (deficit) Total
--- --- --- --- --- --- ---
Balance as of 1 January 2011 31,610 73,830 2,444 6,000 29,604 143,488
Net profit for the year - - - - 12,103 12,103
Transfer to legal reserve - - 717 - (717) -
Dividends declared - - - - (7,903) (7,903)
Balance as of 1 January 2012 31,610 73,830 3,161 6,000 33,087 147,688
Net profit for the year - - - - 1,955 1,955
Dividends declared - - - - (7,270) (7,270)
Balance as of 31 December 2012 31,610 73,830 3,161 6,000 27,772 142,373

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 7

Statements of cash flows

Group Company
2012 2011 2012 2011
Cash flows from (to) operating activities
Net profit 15,331 29,487 1,955 12.103
Adjustments for non-cash items:
Income tax expenses 4,787 4,453 475 1.434
Depreciation and amortization 13,159 12,699 265 1.529
Impairment and discounting of accounts receivable 12,063 5,946 (841) 641
Gain from bargain purchase (23,114) (1,156) - -
Loss (gain) on disposal of property, plant and equipment (330) (636) (13) (3)
Dividend (income) - - (1,503) (2.957)
Loss from sale of investments 7,594 - - -
Impairment of goodwill 19,500 - - -
Impairment of investments into subsidiaries - - - 789
Interest (income) (331) (717) (936) (1,757)
Interest expenses 1,476 1,724 1,780 1,664
Reversal of discounting effect on long-term trade payables 686 - - -
Other financial activity result, net (817) - - -
Share of net profit of associate (10) (15) - -
49,994 51,785 1,182 13,443
Changes in working capital:
(Increase) decrease in inventories (107) (506) 700 (172)
(Increase) decrease in receivables and other current assets (51,171) 25,269 (1,245) 24,971
(Increase) decrease in prepayments (5,386) 2,596 78 (9)
Increase (decrease) in trade payables and payables to related parties 21,683 (23,206) 7,011 (4,759)
Income tax (paid) (6,061) (4,318) 442 (2,650)
Increase (decrease) in advances received and other current liabilities 9,274 (177) (4,090) (4,953)
Net cash flows from (to) operating activities 18,226 51,443 4,078 25,871
Cash flows (to) investing activities
(Acquisition) of non-current assets (except investments) (4,197) (7,951) (197) (843)
Proceeds from sale of non-current assets 1,370 636 4 37
(Acquisition) of investments in subsidiaries and associates (net of cash acquired in the Group) (25,590) (7,453) (21) (707)
Disposal of investments in subsidiaries 4,187 - - -
Interest received 55 55 78 76
Prepayment for investments (4,237) - - -
Dividends received - - 1,503 2,957
Loans granted - (249) (42,144) (3,656)
Net cash flows from (to) investing activities (28,412) (14,962) (40,777) (2,136)
Cash flows (to) from financing activities
Dividends (paid) (7,270) (7,903) (7,270) (7,903)
Proceeds from loans 38,489 4,861 54,125 4,861
(Repayment) of financial lease liabilities (5,148) (5,343) (1,850) (736)
Loans (repaid) (8,103) (18,817) (7,116) (18,386)
Interest (paid) (1,319) (1,664) (1,277) (1,651)
Net cash flows from (to) financial activities 16,649 (28,866) 36,612 (23,815)
Net increase (decrease) increase in cash and cash equivalents 6,463 7,615 (87) (80)
Cash and cash equivalents at the beginning of the period 25,050 17,435 216 296
Cash and cash equivalents at the end of the period 31,513 25,050 129 216

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (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 Riga and separate regions in Latvia; in St. Petersburg and Stavropol in the Russian Federation.

1.1. Activities

The Company 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 24.7 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 31 December 2012. 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 31 December 2012 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 31 December 2012 the total number of shareholders of the Company was 1954.

Company's shares distribution among shareholders as of 31 December 2012 was the following:

Number of shares held Owned percentage of the share capital and votes, %
ICOR UAB 20,205,595 63.92%
East Capital Asset Management, AB 3,167,722 10.02%
Genesis Asset Managers, LLP 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: Smolensko st. 12, Vilnius, Lithuania
www.cityservice.lt
[email protected]


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 9

1.4. City Service Group

On 31 December 2012 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 December 2012 Share of the stock held by the Group as of 31 December 2011 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% Administration of dwelling-houses
UAB Baltijos liftai Lithuania 100% 100% Elevator installing & tech. support
UAB Baltijos NT valdymas Lithuania 100% - Real estate management
UAB Baltijos pastatų valdymas Lithuania 100% 100% Administration of dwelling-houses
UAB Būsto administravimo agentūra Lithuania 100% 100% Administration of dwelling-houses
UAB Dainavos büstas Lithuania 100% - Dormant
UAB Danės büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Economus Lithuania 100% 100% Administration of dwelling-houses
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% - Dormant
UAB Karoliniškių büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Komunalinių įmonių kombinatas Lithuania 99.71% 99.71% Collection and removal of waste
UAB Lazdynų büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Mano büstas LT Lithuania 100% 100% Commercial real estate management and building maintenance
UAB Mano sauga Lithuania 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 būsto priežiūra Lithuania 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 Sinsta Lithuania 100% - Dormant
UAB Skolos LT Lithuania 100% 100% Debt collection services
UAB SKT Environmental Services Klaipėda Lithuania 100% - Collection and removal of waste
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 Tvar.com Lithuania 100% 100% Collection and removal of waste
UAB Vėtrungės büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Vilkpėdės büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Vingio büstas Lithuania 100% 100% Administration of dwelling-houses
UAB Viršuliškių büstas Lithuania 100% 100% Administration of dwelling-houses

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 10

UAB Žaidas Lithuania 99.33% 99.33% Administration of dwelling-houses
UAB Žardės būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Žirmūnų būstas Lithuania 100% - Administration of dwelling-houses
SIA Riga City Service Latvia 100% 100% Facility management
City Service Poland" Sp .z.o.o Poland 100% - Dormant
INTERBUD MAX Sp. z.o.o Poland, Krakow 100% 100% Dormant
Zespół Zarządców Nieruchomości WAM Sp. z o.o. Poland 100% - Administration of dwelling-houses
ТОВ Київ Сіті Сервіс Ukraine 100% 100% Administration of dwelling-houses
ОАО Сити Сервис / ОАО 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
ОАО 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» (legal entity code 2635105218) 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 31 December 2012 included an investment in Marijampolės butų ūkis UAB (34% of the share capital).

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 11

1.5. Company's Board

As of 31 December 2012, 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

They 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).

Žilvinas Lapinskas

Refer described below (note 1.6).

img-4.jpeg

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 12

1.6. Company's Management

As of 31 December 2012 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
Jonas Janukėnas Financial and Administrative Director May 2007
Vytautas Turonis Executive Manager for Lithuania May 2004
Tomas Augutavičius Chairman of the Board of City Service group in Russia June 2006
Edvinas Paulauskas Commercial Director February 2005

They do not control any shares of the Company.

img-5.jpeg

Žilvinas Lapinskas

Žilvinas Lapinskas (born in 1976) is the General Manager of AB City Service (since 2004). He completed business administration studies. He started working in the Company in 1999 and worked as the Commercial Manager (1999 – 2002) and the Facilities Management Department Head (2002 – 2004).

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, as well as other markets in Eastern and Western Europe.

img-6.jpeg

Jonas Janukėnas

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

The Finance and Administrative Manager Jonas Janukėnas is responsible for the management of financial resources of the Group and for supervision of the administrative staff, IT projects implementation and Lean 6 Sigma project.

img-7.jpeg

Vytautas Turonis

Vytautas Turonis (born 1972 m.) is the General Manager at Mano būstas 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).

General Manager is responsible for the Group's activities throughout Lithuania.

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 13

1.6. Company's Management (cont'd)

img-8.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.

img-9.jpeg

Edvinas Paulauskas

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

Edvinas Paulauskas is responsible for the facility management projects of commercial and public establishments and for lift maintenance and renovation.

1.7. Activity and Segment Information

Information on main activity segments:

2012 2011
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 - - 53,068 6,748 - 108,808
Revenue: Group - 171,063 365,399 6,748 189,980 351,115

Information on main geographical segments for the Group:

2012 2011
Baltic states CIS States Baltic states CIS States
Revenue 240,709 295,753 210,448 337,395
Net profit (loss) 18,827** 5,639* 24,051 5,436
  • OOO «Жилкомсервис № 2 Невского района» disposal loss of LTL 7,367 thousand excluded.
    ** Does not include LTL 1,768 thousand of consulting and tax expenses related with acquisitions in Poland.

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 14

Main activity indicators for the Group:

2012 2011 Change (%)
Area of multi-flat apartment buildings under administration (million square meters) 21.9 15.8 38.6%
Area of public. commercial building and a typical properties under administration (million square meters) 3.3 2.9 8.7%
Number of employees 3,959 3,455 15.3%
Sales for the period 536,462 547,843 (2.1%)
Sales (main activity)* 365,399 357,863 2.1%
Gross margin* 30.9% 31.6% -2.4%
EBITDA margin* 11.4% 10.0% 14.6%
EBIT margin* 7.8% 6.9% 13.3%
Net margin* 4.2% 7.1% (41.0%)
Number of shares (thousand) 31,610 31,610 0%
Return on equity 9.0% 17.6% (49.0%)
Return on assets 4.1% 8.5% (52.0%)
Financial Net Debt to equity** 4% 0.9% 379.5%
  • 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 2011 64,474
Additions 4,991
Exchange differences (103)
Balance as of 31 December 2011 69,362
Additions 4,436
Disposals (9,248)
Balance as of 31 December 2012 64,550
Impairment:
Balance as of 1 January 2011 290
Impairment for the year -
Balance as of 31 December 2011 290
Impairment for the year 19,500
Balance as of 31 December 2012 19,790
Net book value as of 31 December 2012 44,760
Net book value as of 31 December 2011 69,072

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 15

3. Goodwill (cont'd)

Investments and other changes during the twelve months of the year 2012

On 10-12 January 2012 the Company established three new subsidiaries – Nemuno büsto priežiūra UAB, Baltijos NT valdymas UAB and Neries būstas UAB (now Dainavos būstas UAB). Establishment of the companies is related to planned expansion in Lithuania. As a result, no goodwill has been accounted for.

On 27 March 2012 share capital of Saulės valda UAB (now Šiaulių būstas UAB) was increased by LTL 3.1 million by additional ordinary share issue of 3,100 thousand shares. The share capital was increased by netting off with the receivable from the subsidiary. At the date of issue of these financial statements the share capital of Šiaulių būstas UAB amounts to LTL 3,761,214.

In May the Company continued the process of brand unification in secondary companies. The names of the companies operating in Šiauliai and Radviliškis were changed. Saulės Valda, UAB and Radviliškio Komunalinės Paslaugos, UAB were changed to Šialių Būstas, UAB and Radviliškio Būstas, UAB respectively.

During the first half of the year 2012 the Company has transferred the commercial real estate management, maintenance activities and all the subsidiaries which manage residential facility in Lithuania and perform other activities related with the residential facility management, except for Lazdynų būstas UAB which shares are the object of the litigation, to the subsidiary of the Company City Service LT UAB (legal entity code 300883806 now – Mano būstas LT UAB) direct control. The transfer has been made by implementing the decision of the Board of the Company, adopted on 29 December 2011. The above mentioned internal transfer had no impact towards financial position of the Group.

On 3rd of July two newly established companies ANVO Baltic, UAB (now Kauno centro būstas, UAB) and ANV Capital, UAB (now Sinsta, UAB) have been acquired.

On 12th of July the Company's subsidiary ANV Capital, UAB has acquired 100 % shares of Mano būstas, UAB, legal entity code 124450551. The value of the contract is LTL 30 thousand. The acquired company after the process of reorganization has been incorporated to its sole shareholder company and at the date of submission of these financial statements is removed from the Register of Legal Entities.

On 31st of August the Company's subsidiary OOO Жилкомсервис № 2 Невского района, which operates in Russia, St. Petersburg has been sold. The value of the contract is RUB 54 million. Accounting loss on disposal amounted to LTL 7,367 thousand.

On 26th of September the Company has acquired 100 % shares of Žirmūnų būstas, UAB, legal entity code 121483222. The acquired company maintains services of administration of dwelling-houses in Vilnius city (Lithuania).

On 1st of October the 51 % of "Mano sauga", UAB, legal entity code 302628213, shares has been acquired. "Mano sauga", UAB provides security services in Lithuania.

On 22th of November the new subsidiary „City Service Poland“ Sp. z.o.o. was established. This decision is related to the expansion of Group's business activities in Poland.

On 17th of December the Company has acquired 100% shares of Zespół Zarządców Nieruchomości WAM Sp. z o.o. (ZZN further on). The value of the transaction was PLN 45 million, including related taxes. ZZN provides residential apartment building management services, also acts as producer and supplier of heat in Poland.

On 20th of December the Company's subsidiary Specialus autotransportas, UAB has acquired 100 % shares of SKT Environmental Services Klaipėda, UAB, legal entity code 110734883. SKT Environmental Services Klaipėda, UAB provides services of collection and removal of waste in Klaipeda region (Lithuania).

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 16

3. Goodwill (cont'd)

At the acquisition of these subsidiaries goodwill of LTL 4,436 thousand has been accounted for. The goodwill appears due to expected synergies, which are expected to be derived from vertical expansion of business.

Also a gain of LTL 23,114 thousand from a bargain purchase as well as goodwill impairment of LTL 19,500 thousand was recognised in the Group's statement of comprehensive income in 2012.

The differences between the amounts paid and the fair values of assets acquired and liabilities and contingent liabilities assumed for the acquisitions of 2012 were as follows:

Žirmūnų būstas UAB Mano sauga UAB Zespół Zarządców Nieruchomości WAM Sp. z.o.o. SKT Environmental Services Klaipėda UAB
Date of acquisition, 2012 26 September 1 October 17 December 18 December
Fair value of acquired assets, liabilities and contingent liabilities attributable to the Group 5,694 (45) 60,907 3,227
Goodwill 4,236 45 (23,114) 155
Total purchase consideration 9,930 - 37,793 3,382
Cash acquired 3,232 4 15,544 88
Total purchase consideration, net of cash acquired 6,698 (4) 22,249 3,294

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 17

4. Other intangible assets

Movement of other intangible assets in 2012 and 2011 is presented below:

Group Company
Cost:
Balance as of 1 January 2011 79,468 1,156
Additions arising from acquisitions of subsidiaries 6,353 -
Additions 634 221
Disposals (161) (2)
Retirements (168) (17)
Reclassifications 684 313
Balance as of 31 December 2011 86,810 1,671
Additions arising from acquisitions of subsidiaries 12,955 -
Additions 284 45
Disposals of subsidiaries (12,472) -
Disposals (8) (2)
Exchange differences - -
Retirements (162)
Reclassifications - (1,699)
Balance as of 31 December 2012 87.407 15
Accumulated amortisation:
Balance as of 1 January 2011 4,810 372
Charge for the year 3,334 130
Disposals (1) -
Retirements (25) (17)
Balance as of 31 December 2011 8,118 485
Charge for the year 3,381 18
Disposals - (1)
Disposals of subsidiaries (987) -
Retirements (78) -
Reclassifications - (490)
Balance as of 31 December 2012 10,434 12
Net book value as of 31 December 2012 76,973 3
Net book value as of 31 December 2011 78,692 1,186

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.

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 18

5. Property, plant and equipment

Movement of property, plant and equipment in 2012 and 2011 is presented below:

Group Buildings Vehicles Other property, plant and equipment Construction in progress Total
Cost:
Balance as of 1 January 2011 23,621 21,240 10,978 1,567 57,406
Additions arising from acquisitions of subsidiaries 507 1,215 1,506 - 3,228
Additions 897 6,817 5,581 148 13,443
Disposals (929) (1,038) (497) - (2,464)
Exchange differences (1) (83) (70) (6) (160)
Retirements - (414) (2,039) (29) (2,482)
Reclassifications 610 592 - (1,632) (430)
Balance as of 31 December 2011 24,705 28,329 15,459 48 68,541
Additions arising from acquisitions of subsidiaries 15,902 1,530 20,725 280 38,437
Additions 281 3,911 3,784 - 7,976
Disposals - (2,140) (1,386) - (3,526)
Exchange differences - 119 34 2 155
Retirements - (1,903) (2,327) (1) (4,231)
Balance as of 31 December 2012 40,888 29,846 36,289 329 107,352
Accumulated depreciation:
Balance as of 1 January 2011 2,571 5,297 1,724 - 9,592
Charge for the year 1,097 4,184 4,072 - 9,353
Disposals (213) (896) (315) - (1,424)
Exchange differences - (29) (14) - (43)
Retirements - (260) (1,487) - (1,747)
Reclassifications 59 - - - 59
Balance as of 31 December 2011 3,514 8,296 3,980 - 15,790
Charge for the year 1,120 4,414 4,244 - 9,778
Disposals - (1,607) (879) - (2,486)
Exchange differences - 43 17 - 60
Retirements - (1,332) (2,443) - (3,775)
Balance as of 31 December 2012 4,634 9,814 4,919 - 19,367
Net book value as of 31 December 2012 36,254 20,032 31,370 329 87,985
Net book value as of 31 December 2011 21,191 20,033 11,479 48 52,751

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 19

5. Property, plant and equipment (cont'd)

Company Vehicles Other property, plant and equipment Construction in progress Total
Cost:
Balance as of 1 January 2011 3,864 2,868 242 6,974
Additions 2,110 606 71 2,787
Disposals (123) (21) - (144)
Retirements - (214) - (214)
Reclassifications - - (313) (313)
Balance as of 31 December 2011 5,851 3,239 - 9,090
Additions 55 116 - 171
Disposals (62) (16) - (78)
Retirements - - - -
Reclassifications (5,230) (3,034) - (8,264)
Balance as of 31 December 2012 614 305 - 919
Accumulated depreciation:
Balance as of 1 January 2011 2,274 1,700 - 3,974
Charge for the year 798 601 - 1,399
Disposals (102) (11) - (113)
Retirements - (214) - (214)
Balance as of 31 December 2011 2,970 2,076 - 5,046
Charge for the year 142 105 - 247
Disposals (12) (11) - (23)
Retirements - - - -
Reclassifications (2,816) (1,954) - (4,770)
Balance as of 31 December 2012 284 216 - 500
Net book value as of 31 December 2012 330 89 - 419
Net book value as of 31 December 2011 2,881 1,163 - 4,044

6. Investments to Subsidiaries

The Company's investments to subsidiaries movement from 31 December 2011 to 31 December 2012 is represented below:

Cost of investments at the beginning of the year 127,913
Increase of authorised share capital of UAB Baltijos NT valdyas 1,637
"City Service Poland" Sp. z o.o establishment 4
Transfer of Company's activities (note 3) to UAB Mano bustas LT 27,357
Cost of investments at the period end 156,911

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 20

7. Borrowings

Borrowings of the Group and the Company as of 31 December 2012 and 31 December 2011 were as follows:

Creditor Currency of the loan Amount of the loan (in currency of the loan) Final repayment date Balance as of 31 December 2012 (in LTL) Balance as of 31 December 2011 (in LTL) Company
Balance as of 31 December 2012 (in LTL) Balance as of 31 December 2011 (in LTL)
Current loans
Swedbank, AB (overdraft) EUR 1,448 17.08.2013 5,000 86 5,000 86
Swedbank, AB (overdraft) LTL 5,000 17.08.2013 83 - 83 -
Swedbank, AB LTL 12,775 10.06.2013 12,775 - 12,775 -
DNB bank, AB (UAB Ecoservice) EUR 435 29.11.2013 927 770 - -
AS UniCredit Bank (UAB Tvar.com) LTL 350 15.02.2013 129 - - -
Group Account (eliminated in the consolidated group accounts)* Unspecified Unspecified Unspecified - - 17,092 3,062
Current loan balance 18,914 856 34,950 3,148
Non-current loans
Swedbank, AB EUR 10,486 09.08.2015 18,417 25,533 18,417 25,533
Swedbank, AB EUR 6,000 10.12.2017 20,717 - 20,717 -
AS UniCredit Bank (UAB Tvar.com) EUR 309 15.01.2013 80 1,067 - -
Less: current portion of non-current borrowings (9,498) (8,103) (9,418) (7,116)
Non-current loan balance 29,716 18,497 29,716 18,417
  • 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 inter-group 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.

8. Cost of Sales

Group Company
2012 2011 2012 2011
Services of subcontractors and materials used 334,746 352,814 39,848 61,351
Wages and salaries and social security 68,749 68,100 2,502 22,074
Cost of goods sold 9,336 5,345 2 1,022
Depreciation 5,929 5,741 - -
Other 4,827 2,595 - -
Total cost of sales 423,587 434,595 42,352 84,447

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 21

9. General and Administrative Expenses

Group Company
2012 2011 2012 2011
Wages and salaries and social security 36,164 35,751 2,913 7,218
Allowance for and write-off of receivables 7,830 5,946 (841) 641
Allowance for long term receivables 4,233 - - -
Depreciation and amortisation 7,229 6,924 262 1,507
Consulting and similar expenses 3,539 3,173 2,556 1,374
Commissions for collection of payments 3,068 4,819 279 1,904
Rent of premises and other assets 2,934 3,324 440 1,149
Bonuses 2,420 800 2,421 800
Fuel expenses 1,520 1,410 85 220
Utilities 1,276 1,144 404 379
Transportation 1,165 1,204 48 172
Computer software maintenance 1,131 955 25 125
Advertising 1,062 1,524 365 905
Communication expenses 1,047 1,239 126 231
Taxes other than income tax 585 646 17 78
Business trips and training 786 863 349 571
Insurance 699 556 43 196
Representational costs 712 654 224 464
Bank payments 521 500 9 22
Charity and support 346 561 198 480
Consulting and tax expenses related with acquisitions in Poland 1,768 - - -
Other 6,209 3,890 809 1,443
Total general and administrative expenses 86,244 75,883 10,732 19,879

10. 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 Lag&d – the ultimate shareholder of the Company since 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. Janukénas, V. Turonis (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 half of 2012 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 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 set-off against payables / receivables to / from a respective related party.

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


Consolidated and parent company's interim financial statements for the twelve months of 2012 (unaudited), thousand Litas
Page 22

10. Related Party Transactions (cont'd)

2012

Group Purchases Sales Receivables and prepayments Loans granted Payables (long and short-term)
UAB ICOR 2,540 24 7 - 11,409
Subsidiaries of UAB ICOR: 2,329 886 2 - 796
AB Axis Industries
Other subsidiaries of UAB ICOR 1,392 2,737 916 - 252
Management of the Company - - - 204 -
Shareholders of the Company - - 25 - -
Total 6,261 3,647 950 204 12,457

2012

Company Purchases Sales Receivables and prepayments Loans granted Payables (long and short-term)
UAB ICOR 1,440 19 - - 7,015
Subsidiaries of UAB ICOR: 906 677 - - 239
AB Axis Industries
Other subsidiaries of UAB ICOR 8 1,630 55 - -
Subsidiaries of the Company 9,203 78,670 4,286 51,183 4,674
Management of the Company - 11 - 204 -
Shareholders of the Company - - 25 - -
Total 11,557 81,007 4,366 51,387 11,928

11. Subsequent Events

During January and February, 2013 the names of the subsidiaries of the Company which operate in Vilnius and Kaunas cities have been changed. Lazdynų būstas UAB, Sinsta UAB and Būsto administravimo agentūra UAB have been renamed respectively into Lazdynų būtų ūkis UAB, Lazdynų būstas UAB and Nemuno būstas UAB.

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