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City Service SE Interim / Quarterly Report 2015

Nov 30, 2015

5564_10-q_2015-11-30_35fc93ba-0883-4285-99ca-281b5b5b1a66.pdf

Interim / Quarterly Report

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City Service SE

CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER, 2015 (UNAUDITED)

Beginning of the reporting period 1 January 2015 End of the reporting period 30 September 2015

Business name City Service SE Registration number 12827710

Legal address Narva mnt. 5, 10117 Tallinn, the Republic of Estonia Telephone +370 5 239 49 00 Fax +370 5 239 48 48 E-mail [email protected] Website http://www.cityservice.eu Auditor Ernst & Young Baltic AS

STATEMENTS OF FINANCIAL POSITION 4
STATEMENTS OF COMPREHENSIVE INCOME 6
STATEMENTS OF CHANGES IN EQUITY 8
STATEMENTS OF CASH FLOWS 9
NOTES TO THE FINANCIAL STATEMENTS 11
1. GENERAL INFORMATION 11
1.1. ACTIVITIES 11
1.2. SHARE CAPITAL OF THE COMPANY 11
1.3. SHAREHOLDERS OF THE COMPANY 12
1.4. SHARE PRICE DEVELOPMENT FOR THE REPORTING PERIOD 12
1.5. CITY SERVICE GROUP 13
1.6. COMPANY'S SUPERVISORY BOARD 16
1.7. COMPANY'S MANAGEMENT 17
1.8. ACTIVITY AND SEGMENT INFORMATION 19
2. ACCOUNTING POLICIES 21
3. GOODWILL 22
4. OTHER INTANGIBLE ASSETS 24
5. PROPERTY, PLAND AND EQUIPMENT 25
6. TRADE RECEIVABLES 26
7. BORROWINGS 26
8. COST OF SALES 27
9. GENERAL AND ADMINISTRATIVE EXPENSES 27
10. OTHER OPERATING INCOME (EXPENSES) 28
11. FINANCE INCOME AND (EXPENSES) 28
12. DIVIDENDS PER SHARE 28
13. RELATED PARTY TRANSACTIONS 29
14. SUBSEQUENT EVENTS 30

STATEMENTS OF FINANCIAL POSITION

GROUP COMPANY
Notes As of 30
September
2015
As of 31
December
2014
As of 30
September
2015
As of 31
December
2014
Assets
NON-CURERENT ASSETS
Goodwill 3 10,337 9,304 - -
Other intangible assets 4 17,763 16,603 130 160
Property, plant and equipment 5 18,540 19,385 430 356
Investment property 491 527 - -
Investments into subsidiaries - - 32,603 32,604
Investments into associates 225 2,234 - 1,480
Non-current financial assets receivables and
prepayments
14,258 19,324 16,867 19,842
Deferred income tax asset 5,663 5,400 89 118
Total non-current assets 67,277 72,777 50,119 54,560
CURRENT ASSETS
Inventories 1,512 1,145 - -
Prepayments 1,628 904 59 36
Trade receivables 6 45,623 41,485 1,343 3,020
Receivables from related parties (including
loans granted)
13 270 82 13,313 8,329
Other receivables and current assets 4,732 5,423 87 719
Cash and cash equivalents 12,612 13,362 7,546 5,837
Total current assets 66,377 62,401 22,348 17,941
Assets held for sale - 2,342 - -
Total assets 133,654 137,520 72,467 72,501

STATEMENTS OF FINANCIAL POSITION (cont'd)

GROUP COMPANY
Notes As of 30
September
2015
As of 31
December
2014
As of 30
September
2015
As of 31
December
2014
Equity and liabilities
Equity attributable to equity holders of
the Company
Share capital 9,483 9,155 9,483 9,155
Reserves and share premium 21,067 21,383 21,067 21,383
Other reserves (59) 1,742 2,653 2,653
Retained earnings (deficit) 38,866 32,671 22,135 17,988
Reserves of a disposal group classified as
held for sale
- (343) - -
69,357 64,608 55,338 51,179
Non-controlling interests 445 600 - -
TOTAL EQUITY 69,802 65,208 55,338 51,179
Liabilities
Non-current liabilities
Non-current borrowings 7 14,643 16,404 12,534 13,779
Financial lease obligations 2,088 1,664 147 153
Deferred income tax liabilities 2,947 2,876 - -
Non-current payables 727 856 39 119
TOTAL NON-CURRENT LIABILITIES 20,405 21,800 12,720 14,051
Current liabilities
Current portion of non-current borrowings 7 2,615 2,953 2,334 2,267
Current portion of financial lease obligations 481 823 18 52
Short term loans 7 3,233 2,219 - -
Trade payables 13,991 20,078 410 3,764
Payables to related parties (including loans
received)
13 758 1,331 344 297
Advances received 7,246 5,616 844 685
Other current liabilities 15,123 14,654 459 206
TOTAL CURRENT LIABILITIES 43,447 47,674 4,409 7,271
Liabilities associated with assets held for
sale
- 2,838 - -
Total liabilities 63,852 72,312 17,129 21,322
Total equity and liabilities 133,654 137,520 72,467 72,501

STATEMENTS OF COMPREHENSIVE INCOME (for the period 1 January – 30 September)

Notes GROUP COMPANY
2015 Q3 2014 Q3 2015 Q3 2014 Q3
Continued operations
Sales 121,256 132,997 2,462 7,792
Cost of sales 8 (95,957) (107,868) (1,777) (6,558)
Gross profit (loss) 25,299 25,129 685 1,234
General and administrative expenses 9 (21,795) (18,838) (1,629) (3,061)
Other operating income (expenses),
net
10 859 115 70 71
Profit (loss) from operations 4,363 6,406 (874) (1,756)
Finance income 11 2,292 166 6,667 5,600
Finance expenses 11 (683) (2,203) (449) (1,814)
Share of profit of associates 11 55 347 - -
Profit (loss) before tax 6,027 4,716 5,344 2,030
Income tax (928) (979) (237) 5
Net profit (loss) from continued
operations
5,099 3,737 5,107 2,035
Discontinued operations
Net profit (loss) from discontinued
operations
1,700 1,197 - -
Net profit (loss) 6,799 4,934 5,107 2,035
Other comprehensive income
Exchange differences on translation
of foreign operations
71 (101) - -
Total comprehensive income 6,870 4,833 5,107 2,035
Attributable to:
The shareholders of the Company 7,155 5,038 5,107 2,035
Non-controlling interests (356) (104) - -
6,799 4,934 5,107 2,035
Total comprehensive income
attributable to:
The shareholders of the Company 7,226 4,937 5,107 2,035
Non-controlling interests (356) (104) - -
6,870 4,833 5,107 2,035
Basic and diluted earnings per share 0.23 0.16
(EUR)
From continued operations
0.17 0.12
From discontinued operations 0.05 0.04

STATEMENTS OF COMPREHENSIVE INCOME (for the period 1 July – 30 September)

GROUP COMPANY
2015 Q3 2014 Q3 2015 Q3 2014 Q3
Continued operations
Sales 37,517 40,205 1,115 962
Cost of sales (28,959) (32,569) (666) (1,206)
Gross profit (loss) 8,558 7,636 449 (244)
General and administrative expenses (7,492) (6,543) (526) (1,866)
Other operating income, net 400 10 26 26
Profit (loss) from operations 1,466 1,103 (51) (2,084)
Finance income 280 13 350 1,462
Finance expenses (601) (554) (165) (68)
Share of profit of associates - 191 - -
Profit (loss) before tax 1,145 753 134 (690)
Income tax (18) (32) (208) 1
Net profit (loss) from continued
operations
1,127 721 (74) (689)
Discontinued operations
Net profit (loss) from discontinued
operations
1,818 (57) - -
Net profit 2,945 664 (74) (689)

STATEMENTS OF CHANGES IN EQUITY

GROUP No
tes
Share
capital
Share
premium
Foreign
currency
translation
reserve
Other
reserves
Retained
earnings
Discontin
ued
operations
Total Non
controlling
interest
Total
Balance as of 1
January 2014
9,155 21,383 (634) 2,656 27,605 - 60,165 721 60,886
Net profit - - - - 5,038 - 5,038 (104) 4,934
Dividends declared 12 - - - - (1,163) - (1,163) - (1,163)
Other comprehensive
income
- - (116) - - - (116) - (116)
Total comprehensive
income
- - (116) - 3,875 - 3,759 (104) 3,655
Disposal of
subsidiaries
- - 15 - - - 15 - 15
Balance as of 30
September 2014
9,155 21,383 (735) 2,656 31,480 - 63,939 617 64,556
Balance as of 1
January 2015
9,155 21,383 (914) 2,656 32,671 (343) 64,608 600 65,208
Net profit - - - - 7,155 - 7,155 (356) 6,799
Dividends declared 12 - - - - (948) - (948) - (948)
Other comprehensive
income
- - 71 - - - 71 - 71
Total comprehensive
income
- - 71 - 6,207 - 6,278 (356) 5,922
Increase in share
capital
316 (316) - - - - - - -
Currency translation
effect to share capital
12 - - - (12) - - - -
Reserves of a disposal
group classified as
held for sale
- - (343) - - 343 - - -
Disposal of subsidiaries - - (1,529) - - - (1,529) 201 (1,328)
Balance as of 30
September 2015
9,483 21,067 (2,715) 2,656 38,866 - 69,357 445 69,802
COMPANY No
tes
Share
capital
Share
premium
Legal
reserve
Other
reserves
Retained
earnings
Total
Balance as of 1 January 2014 9,155 21,383 915 1,738 15,432 48,623
Net profit - - - - 2,035 2,035
Dividends declared 12 - - - - (1,163) (1,163)
Balance as of 30 September 2014 9,155 21,383 915 1,738 16,304 49,495
Balance as of 1 January 2015 9,155 21,383 915 1,738 17,988 51,179
Net profit - - - - 5,107 5,107
Increase in share capital 316 (316) - - - -
Currency translation effect to share capital 12 - - - (12) -
Dividends declared 12 - - - - (948) (948)
Balance as of 30 September 2015 9,483 21,067 915 1,738 22,135 55,338

STATEMENTS OF CASH FLOWS

GROUP COMPANY
Notes 2015 Q3* 2014 Q3* 2015 Q3 2014 Q3
Cash flows from (to) operating activities
Net profit from continued operations 5,099 3,737 5,107 2,035
Net profit (loss) from discontinued operations 1,700 1,197 - -
Adjustments for non-cash items:
Income tax expenses (gain) 977 913 237 (5)
Depreciation and amortisation 4,5 3,053 2,573 120 86
Impairment and discounting of accounts receivable 1,716 1,933 (3) 1,335
Impairment of intangible assets - (85) - -
(Gain) loss on disposal of property, plant and
equipment
10 (346) 10 (4) (4)
Impairment of goodwill - (107) - -
Dividend (income) 11 (10) (10) (3,560) (5,120)
(Gain) loss from sale of investments (3,837) (38) (2,114) 1,315
Other financial activity, net (155) 610 (544) 19
8,197 10,733 (761) (339)
Changes in working capital:
(Increase) decrease in inventories (388) (158) - -
(Increase) decrease in receivables and other
current assets (1,569) (7,746) 663 1,139
(Increase) decrease in prepayments (831) (232) (24) 7
(Decrease) in trade payables and payables to
related parties
(4,646) (8,528) (3,307) (8,934)
Income tax (paid) (1,663) (2,064) (120) (13)
Increase (decrease) in advances received and 1,817 1,925 216 201
other current liabilities
Net cash flows from (to) operating activities
917 (6,070) (3,333) (7,939)
Cash flows from (to) investing activities
(Acquisition) of non-current assets (except
investments)
4,5 (1,499) (2,366) (174) (127)
Proceeds from sale of non-current assets 1,264 288 13 4
(Acquisition) of investments in subsidiaries (net of
cash acquired in the Group)
(2,101) (262) - -
Disposal of investments in subsidiaries and
associates
3,512 13,472 3,595 15,666
Dividends and interest received 780 81 4,199 5,127
Net cash flows from (to) investing activities 1,956 11,213 7,633 20,670
Cash flows from (to) financing activities
Dividends (paid) (948) (1,163) (948) (1,163)
(Repayment) of loans (1,089) (737) (1,178) (6,706)
(Repayment) of financial lease liabilities (804) (824) (40) (40)
Interest (paid) (696) (908) (425) (637)
Net cash flows from (to) financial activities (3,537) (3,632) (2,591) (8,546)

* Group cash flows for 2015 Q3 and 2014 Q3 comprise total consolidated Group, including discontinued operations.

STATEMENTS OF CASH FLOWS (cont'd)

GROUP COMPANY
Notes 2015 Q3* 2014 Q3* 2015 Q3 2014 Q3
Net (decrease) increase in cash and cash
equivalents
(664) 1,511 1,709 4,185
Foreign exchange difference (143) - - -
Cash and cash equivalents at the beginning of
the period (continued operations)
13,362 11,158 5,837 271
Cash and cash equivalents at the beginning of
the period (discontinued operations)
57 - - -
Cash and cash equivalents at the end of the
period (continued operations)
12,612 12,631 7,546 4,456
Cash and cash equivalents at the end of the
period (discontinued operations)
- 38 - -

* Group cash flows for 2015 Q3 and 2014 Q3 comprise total consolidated Group, including discontinued operations.

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

City Service SE (hereinafter – "the Company") is a public limited liability company registered in the Republic of Estonia, which after conversion has taken over a public limited liability company City Service AS rights and liabilities (read more in Note 14 "Subsequent events").

The Company controls corporate group, engaged in provision of facility management and integrated utility services in Western, 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 whole Lithuania, Poland, Spain, Latvia, in St. Petersburg city in Russian Federation.

City Service group provides facility management; maintenance and repair of engineering systems; management and renovation of energy resources; technical and energy audit of buildings; maintenance and cleaning of territories and premises, marketplaces administration, security services.

The most important buildings segments, 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 37.1 million sq. m. at present.

City Service group carried on implementing confirmed strategy and was further looking for growth opportunities in Central and Western Europe and Latvia. Extensive negotiations with potential foreign companies regarding their acquisition, reorganization and implementation according to the Group's business model and standards were carried out.

The Group's areas of activity are relatively stable (core activities include: commercial and residential property administration and cleaning services) and tend not to fluctuate materially throughout the year unless significant acquisitions or divestments of certain subsidiaries occur during the reporting period. No such events occurred in continued operations activity in the first nine months of 2015 and 2014 respectively.

1.2. SHARE CAPITAL OF THE COMPANY

The share capital of the Company is EUR 9,483 thousand as of 30 September 2015. It is divided into 31,610 thousand ordinary shares with the nominal value of EUR 0.30 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 2015 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 2015 the total number of shareholders of the Company was 1311.

Company's shares distribution among shareholders who have more than 5 % shares of the Company as of 30 September 2015 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
20,935,618 66.23 %
East Capital (Lux) Funds, legal entity code LUESSE22 3,334,788 10.55 %
Genesis Emerging Markets OPP FD LTD, legal entity
code OC 306866, address Cricket Square, Hutchins
Drive KY 1-1111, Cayman Islands
1,605,183 5.08%
Other private and institutional shareholders 5,734,411 18.14 %
TOTAL 31,610,000 100 %

Source: NASDAQ OMX Vilnius

1.5. CITY SERVICE GROUP

On 30 September 2015 the City Service group consists of City Service AS (from 27 October 2015 – City Service SE) and the following subsidiaries (hereinafter referred to as "the Group"):

Company Country Share of the
stock held by
the Group as
of 30
September
2015
Share of the
stock held
by the Group
as of 30
September
2014
Main activities
UAB Antakalnio būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Apkaba Lithuania 100% - Administration of dwelling-houses
UAB Aukštaitijos būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Baltijos būsto priežiūra Lithuania 100% 100% Dormant
UAB Baltijos NT valdymas Lithuania 100% 100% Real estate management
UAB Baltijos pastatų valdymas Lithuania 100% 100% Dormant
UAB Dainavos būstas Lithuania 100% 100% Dormant
UAB Danės būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Economus Lithuania 100% 100% Administration of construction
buildings
UAB Justiniškių būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Jūros būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Kauno centro būstas Lithuania 100% 100% Dormant
UAB Karoliniškių būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Karoliniškių turgus Lithuania 100% 100% Marketplace administration
services
UAB Konarskio turgelis Lithuania 100% 100% Marketplace administration
services
UAB Lazdynų butų ūkis Lithuania 100% 100% Administration of dwelling-houses
UAB Lazdynų būstas Lithuania 100% 100% Dormant
Administration of dwelling-houses
UAB Mano aplinka Lithuania 100% 100% Maintenance and cleaning of
territories and premises
UAB Mano aplinka plius Lithuania 100% 100% Maintenance and cleaning of
territories and premises
UAB Mano Būstas Lithuania 100% 100% Commercial real estate
management and building
maintenance
UAB Mano Sauga Lithuania 99.27% 99.27% Security services
UAB Mano sauga LT Lithuania 100% - Security services
UAB Namų priežiūros centras Lithuania 100% 100% Administration of dwelling-houses
UAB Naujamiesčio būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Nemuno būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Nemuno būsto priežiūra Lithuania 100% 100% Dormant
UAB Pastatų priežiūra Lithuania 100% - Building maintenance
UAB Pašilaičių būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Pempininkų būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Radviliškio būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Skolos LT Lithuania 100% 100% Debt collection services
UAB Šiaulių būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Šiaulių namų valda Lithuania 100% - Administration of dwelling-houses
UAB Šilutės būstas Lithuania 99.84% 99.84% Administration of dwelling-houses
UAB Vėtrungės būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Vilkpėdės būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Vilniaus turgus Lithuania 100% 100% Dormant
UAB Vingio būstas Lithuania 100% 100% Administration of dwelling-houses
UAB Viršuliškių būstas Lithuania 100% 100% Administration of dwelling-houses
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% 100% Administration of dwelling-houses
Administraciones SantaPola
S.L.
Spain 100% 100% Administration of dwelling-houses
Administracion Urbana y Rural
Chorro, S.L.U.
Spain 100% - Administration of dwelling-houses
Afimen administración de
finques, S.L.U.
Spain 100% - Administration of dwelling-houses
Concentra Servicios y
Mantenimiento, S.A.
Spain 100% 100% Commercial real estate
management and building
maintenance
Elche administracion de fincas,
S.L.U.
Spain 100% - Administration of dwelling-houses
SIA City Service Latvia 100% - Dormant
SIA Namu serviss APSE Latvia 100% - Administration of dwelling-houses
SIA Riga City Service Latvia 100% 100% Commercial real estate
management and building
maintenance
City Service Poland sp. Z o.o. Poland 100% 100% Dormant
City Service Polska sp. Z o.o. Poland 100% 100% Dormant
City Service Grupa Techniczna
sp. Z o.o.
Poland 100% 100% Building maintenance
EnergiaOK sp. Z o.o. Poland 100% 100% Sale of electricity
Progresline sp. Z o.o. Poland 100% - Administration of dwelling-houses
Famix sp. Z o.o. Poland 100% - Administration of dwelling-houses
SANTER Zarządzanie
Nieruchomościami sp. Z o.o.
Poland 100% - Administration of dwelling-houses
Zespół Zarządców
Nieruchomości sp. Z o.o.
Poland 100% 100% Administration of dwelling-houses
OAO Cити Сервис / ОАО City
service
Russia 100% 100% Administration of dwelling-houses
ЗAO Cити Сервис / ZAO City
service
Russia 100% 100% Administration of dwelling-houses
OAO Специализи-рованное
ремонтно-наладочное
управление
Russia 100% 100% Construction and engineering
ООО Жилкомсервис № 3
Фрунзенского района
Russia 80% 80% Administration of dwelling-houses
ООО «Чистый дом» Russia 100% 100% Maintenance and cleaning of
territories
ООО "Подъемные
механизмы"
Russia 99% 99% Elevator installing & tech. support

The Group's investment in an associate as of 30 September 2015 included an investment in Marijampolės butų ūkis UAB (34% of the share capital).

1.6. COMPANY'S SUPERVISORY BOARD

As of 30 September 2015, the Supervisory Board of the Company comprises of the following persons:

Name and surname Position Start of term End of term
Andrius Janukonis Chairman of the
Supervisory Board
April 8, 2015 April 9, 2019
Gintautas Jaugielavičius Member of the
Supervisory Board
April 8, 2015 April 9, 2019
Artūras Gudelis Member of the
Supervisory Board
April 8, 2015 April 9, 2019

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

Andrius Janukonis

Andrius Janukonis (born in 1971) is the Chairman of the Supervisory Board of City Service SE (since 2009 till 2015 the Chairman of the Board). 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 Supervisory Board of City Service SE (since 2005 till 2015 a Member of the Board). 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).

Artūras Gudelis

Artūras Gudelis (born in 1977) is a Member of the Supervisory Board of City Service SE (since 2015). He holds Bachelor degree in economics and Master in business management.

1.7. COMPANY'S MANAGEMENT

As of 30 September 2015 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 Janukėnas A Member of the Board 2007
Vytautas Turonis Executive Manager for Lithuania 2004
Edvinas Paulauskas Executive Manager 2005
Remigijus Jakubauskas Head of the Group companies, operating in Poland 2013
Anna Górecka – Kolasa Head of the Group company, operating in Poland 2004
Fernando López Abril General Manager of the Group company, operating in Spain 2010
Jonas Šimkevičius Member of the Board of Group company, operating in Latvia 2005
Vytautas Junevičius Chairman of the Board of group companies in Russia 2006

They do not control any shares of the Company.

Jonas Janukėnas

Jonas Janukėnas (born in 1976) is a Member of the Board of City Service SE (since 2015). Since 2013 Mr Janukėnas was the General Manager, since 2007 Financial and Administrative Manager. Mr Janukėnas is also the Chairman of the Board at Mano Būstas 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 Member of the Board is to head the Group and take charge of planning and coordination of important development projects in Poland, Spain, as well as other markets in Eastern and Western Europe.

Vytautas Turonis

Vytautas Turonis (born 1972 m.) is the General Manager at Mano Būstas and works as the Executive Manager for Lithuania at City Service SE. 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.

Edvinas Paulauskas (born in 1976) is the Executive Manager at City Service SE and Mano Būstas, 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.

1.7. COMPANY'S MANAGEMENT (cont'd)

Remigijus Jakubauskas

Remigijus Jakubauskas (b. 1974) is the head of the Group companies, operating in Poland: Zespół Zarządców Nieruchomości sp. Z o.o., City Service Polska sp. Z o.o., City Service Poland sp. Z o.o. R. Jakubauskas is responsible for the Group companies activities in Poland. Prior to that, Mr. Jakubauskas worked as a project manager in Poland. R. Jakubauskas has an educational background in energetics.

Anna Górecka – Kolasa

Anna Górecka - Kolasa (b. 1975) is the head of the company City Service Grupa Techniczna sp. Z o.o., operating in Poland. A. Górecka – Kolasa has been working for the Group since 2004, prior to that she hold positions of Management and Control Director, Chief Analysis Specialist and Deputy Accountant General (2004–2013). A. Górecka-Kolasa has higher education in the area of management and marketing.

A. Górecka-Kolasa is responsible for the activities of City Service Grupa Techniczna sp. Z o.o throughout Poland.

Fernando López Abril

Fernando López Abril (b. 1969) is Director General of the company Concentra Servicios y Mantenimiento. Previously (in 2010-2012) he held the position of the company's Business Development Director. Before joining the Group company, F. López Abril was employed as Commercial Director of the company AMS-ALDESA (2007-2010), worked as a regional manager for the company CESPA-FERROVIAL (2004-2007) and held position of Director of Technological Systems and Nuclear Services Department at the company BORG Service (1999-2004). F. López Abril holds the Master of Sciences degree in agricultural engineering.

F. López Abril is responsible for the Group's activities in Spain.

Jonas Šimkevičius

Jonas Šimkevičius (b. 1980) is a member of the Board of the company Riga City Service. operating in Latvia. Previously J. Šimkevičius worked for the company as a project manager. (2005-2007) and before that he held different positions in the companies Limatika (2004-2005)) and Ranga IV (2002-2004). J. Šimkevičius has the Bachelor's degree in constructions. engineering.

J. Šimkevičius is responsible for the Group's activities in Latvia.

Vytautas Junevičiaus

Vytautas Junevičius (b. 1965 m.) has been the chairman of the board for the City Service Group companies, operating in Russia, since 2014. Mr. Junevičius commenced his activities in the Group as the head of Kaunas subsidiary (2007 - 2014). V. Junevičius has a bachelor's degree in management.

V. Junevičius is responsible for the Group's activities in Russia.

1.8. ACTIVITY AND SEGMENT INFORMATION

Information on main Group's geographical segments:

2015 Q3 Baltic
states
St. Petersburg Poland Spain Discontinued
operations
Total
Revenue:
Total revenue
50,383 22,550 17,898 30,425 7,650 128,906
128,906
Segment results 5,513 448 (169)* (726)** (642) 4,424
Unallocated
expenses
(703)
Profit from
operations
3,721
Net financial income 4,055
Profit / (loss) before
income tax
7,776
Income tax expenses
Net profit for the
(977)
year 6,799
Other segment
information
Capital expenditure 1,574 90 814 181 - 2,659

* Includes EUR 496 thousand loss, arising from the start of technical services activities.

** Includes EUR 506 thousand redundancy costs.

2014 Q3 Baltic
states
St. Petersburg Poland Spain Discontinued
operations
Total
Revenue:
Total revenue
53,251 27,736 16,834 35,176 10,786 143,783
143,783
Segment results 5,516 1,469 349 (188) 83 7,229
Unallocated
expenses
(740)
Profit from
operations
6,489
Net financial income (642)
Profit / (loss) before
income tax
5,847
Income tax expenses
Net profit for the
(913)
year 4,934
Other segment
information
Capital expenditure 1,303 84 523 910 - 2,820

1.8. ACTIVITY AND SEGMENT INFORMATION (cont'd)

Information on main Group's geographical segments:

2013 Q3 Baltic
states
St. Petersburg Poland Spain Discontinued
operations
Total
Revenue:
Total revenue
51,161 30,463 15,889 -
15,351
112,864
112,864
Segment results
Unallocated
5,620 1,027 258 -
1,407
8,312
expenses
Profit from
(691)
operations 7,621
Net financial income (1,341)
Profit / (loss) before
income tax
6,280
Income tax expenses (992)
Net profit for the
year
5,288
Other segment
information
Capital expenditure 1,213 195 293 -
382
2,083
Baltic
states
St. Petersburg Poland Spain Discontinued
operations
Total
Sales to external
customers
2015 Q3
2014 Q3
2013 Q3
50,383
53,251
51,161
22,550
27,736
30,463
17,898
16,834
15,889
30,425
35,176
-
7,650
10,786
15,351
128,906
143,783
112,864
Baltic
states
St.
Petersburg
Poland Spain Total
Segment non-current
assets
As of 30 September 2015 46,149 2,540 13,188 5,400 67,277
As of 30 September 2014 35,179 3,943 11,823 3,924 54,869
As of 30 September 2013 43,140 7,191 12,670 643 63,644

1.8. ACTIVITY AND SEGMENT INFORMATION (cont'd)

Main activity indicators for the Group (continued operations):

2015 Q3 2014 Q3 Change (%)
Area of multi-flat apartment buildings under
administration (million square meters)
26.4 21.8 21.1%
Area of public. commercial building and a
typical properties under administration
(million square meters)
10.7 10.2 4.9%
Number of employees 5,278 5,203 1.4%
Sales for the period 121,256 132,997 (8.8%)
Sales (main activity)* 108,106 115,390 (6.3%)
Gross margin* 23.4% 21.8% 7.5%
EBITDA margin* 6.8% 7.7% (11.7%)
EBIT margin* 4.0% 5.6% (27.3%)
Net margin* 4.7% 3.2% (45.6%)
Number of shares (thousand) 31,610 31,610 0.0%
Return on equity 9.7% 7.6% 28.7%
Return on assets 5.1% 3.6% 41.8%
Financial Net Debt to equity** 11.3% 12.6% (10.4%)

* 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.

In the Interim Financial Statements same accounting policies and methods of computation are followed as compared with the most recent annual financial statements.

Interim Financial Statements are prepared in compliance with International Accounting Standard (IAS) 34 Interim financial reporting.

These Interim Financial Statements were authorised for issue on 30 November 2015 by responsible persons listed in the confirmation, which is attached to the Interim Financial Statements.

3. GOODWILL

GROUP
COST:
Balance as of 1 January 2014 10,465
Additions 104
Disposals (110)
Exchange differences (703)
Discontinued operations (368)
Balance as of 31 December 2014 9,388
Additions 1,134
Exchange differences (101)
Balance as of 30 September 2015 10,421
IMPAIRMENT
Balance as of 1 January 2014 819
Impairment for the year (63)
Exchange differences (304)
Discontinued operations (368)
Balance as of 31 December 2014 84
Balance as of 30 September 2015 84
Net book value as of 30 September 2015 10,337

Net book value as of 31 December 2014 9,304

Investments and other changes during the nine months of the year 2015

In the 1 January 2015, the Euro was adopted as a national currency in the Republic of Lithuania so the Company's currency changed as well. The official exchange rate applied is LTL 3.4528 for EUR 1, which was irrevocably set by the European Council.

On 5 January 2015, City Service Grupa Techniczna sp. z o.o after the process of reorganization, was incorporated into the Company Interbud Max sp. z o.o and after this the name of Interbud Max sp. z o.o was changed to City Service Grupa Techniczna sp. z o.o.

On 12 February 2015, AWT Holding UAB 25 % share transfer transaction was closed. The value of transaction was EUR 3.496 mln, City Service AB investment into 25 % shares of AWT Holding UAB was EUR 1.48 mln. The share purchase agreement between the Company and BaltCap investment funds (BaltCap Private Equity Fund II L.P. and BaltCap Private Equity Fund II SCSp) was concluded on 23 December 2014. After closing, the sole shareholder of AWT Holding UAB, which controls Ecoservice group companies, is BaltCap and the Company has no shares or management rights in waste management companies in Lithuania.

On 2 March 2015, Company through a subsidiary has acquired three companies (Administracion Urbana y Rural Chorro S.L.U., Afimen administracion de finques, S.L.U., Elche administracion de fincas, S.L.U.), that manages 580 thousand sq. m. of residential facilities in Alicante province, in Spain. The companies were acquired for EUR 640 thousand.

On 16 April 2015 was completed reorganization of the companies UAB "Šiaulių būstas" and UAB "Šiaulių butų ūkis". After the process of reorganization UAB "Šiaulių butų ūkis" was incorporated into UAB "Šiaulių būstas" with all the assets, rights and obligations. UAB "Šiaulių butų ūkis" discontinued operations and was deregistered. Director and contact details of UAB "Šiaulių būstas" didn't change.

3. GOODWILL (cont'd)

On 30 April 2015, the Ordinary General Meeting of the Shareholders of the Company has been held. The shareholders approved the audited financial statement for the year 2014, distributed the Company's profit for the year 2014. Shareholders also approved Ernst & Young Baltic, as an audit company for the performance of the audit of the Company's consolidated financial statements for the year 2015 and for the evaluation of the Company's consolidated annual report. The meeting has also established the payment conditions for audit services. During the meeting the Company decided to initiate formation of the European company (SE), initiate admission of shares of the Company to trading on the regulated market the Warsaw Stock Exchange, authorize Company's board performing and signing all necessary documentation. Approve the new wording of the Articles of Association of the Company.

On 19 May 2015 the Board of AB "City Service" (hereinafter, the "Company"), implementing the decisions of the annual general meeting of shareholders of the Company, dated 30 April 2015, regarding participation of the Company in the formation of the European company (Societas Europaea), have prepared the common draft terms of crossborder merger (hereinafter, the "Merger Terms") of the Company and City Service EU AS.

On 22 June 2015, Company through a subsidiary acquired two companies (UAB "Šiaulių namų valda", UAB "Apkaba"), that manages 209 thousand sq. m. of residential facilities in Šiauliai. The companies were acquired for EUR 619 thousand.

On 30 June 2015, there have been extraordinary general meeting of AB "City Service" shareholders, it was decided to merge AB "City Service" to the subsidiary City Service EU AS which operates in the Republic of Estonia.

On 1 July 2015 the amended Articles of Association of the Company were registered with the Register of Legal Persons after the increase of the authorised capital of the Company up to EUR 9,483,000. Company's shares value was increased from EUR 0.29 till EUR 0.30.

On 3 August 2015 shares of group of companies active in Stavropol were sold. Value of the share sale – purchase agreement is RUB 4 million. In financial statements of City Service group, Stavropol companies were accounted as discontinued operations.

On 10 August 2015 was completed the cross-border merger of AB "City Service" and City Service AS (former name – City Service EU AS). Following completion of the merger AB "City Service" was merged into City Service AS, which has taken over all assets, rights and liabilities of AB "City Service". AB "City Service" was dissolved without going into liquidation and City Service AS continues the activities and is the legal successor of AB "City Service", i.e. the company resulting from the merger.

On 13 August 2015 the Management Board of City Service AS (the "Company"), implementing the decisions of the annual general meeting of shareholders of the Company, dated 30 April 2015, regarding participation of the Company in the formation of the European company (Societas Europaea), prepared the plan of conversion and draft terms of conversion (the "Conversion Terms") of the Company.

On 1 September 2015 Company through a subsidiary operating in Poland acquired Famix sp. Z o.o., which manages residential facilities in Poland.

On 2 September 2015 Company through a subsidiary operating in Poland acquired SANTER Zarządzanie Nieruchomościami sp. Z o.o., which manages residential facilities in Poland.

On 16 September 2015, there have been extraordinary general meeting of City Service AS shareholders, it was approved to converse City Service AS into a European public limited-liability company (Societas Europaea or SE).

4. OTHER INTANGIBLE ASSETS

Movement of other intangible assets in 2015 Q3 and 2014 is presented below:

GROUP COMPANY
COST:
Balance as of 1 January 2014 18,790 147
Additions arising from acquisitions of subsidiaries 2,852 -
Additions 507 57
Disposals of subsidiaries (244) -
Disposals (63) -
Discontinued operations (684) -
Exchange differences (1,660) -
Retirements (2) -
Reclassifications 5 -
Balance as of 31 December 2014 19,501 204
Additions arising from acquisitions of subsidiaries 1,521 -
Additions 304 9
Exchange differences (80) -
Reclassifications 162
Balance as of 30 September 2015 21,408 213
ACCUMULATED AMORTISATION:
Balance as of 1 January 2014 3,018 5
Charge for the year 903 39
Disposals of subsidiaries (41) -
Disposals (63) -
Impairment (74) -
Discontinued operations (386) -
Exchange differences (460) -
Retirements 1 -
Balance as of 31 December 2014 2,898 44
Charge for the period 787 39
Exchange differences (40) -
Balance as of 30 September 2015 3,645 83
Net book value as of 30 September 2015 17,763 130
Net book value as of 31 December 2014 16,603 160

5. PROPERTY, PLAND AND EQUIPMENT

Group

Buildings Vehicles Other
property,
plant and
equipment
Constru
ction
in progress
Total
COST:
Balance as of 1 January 2014 9,952 4,809 8,145 122 23,028
Additions arising from acquisitions of subsidiaries 60 7 7 - 74
Additions 1,086 1,734 1,803 897 5,520
Disposals of subsidiaries - (235) (438) - (673)
Disposals (220) (247) (35) (112) (614)
Discontinued operations - (43) (78) - (121)
Exchange differences (87) (368) (538) (2) (995)
Retirements (50) (37) (208) (64) (359)
Reclassifications (94) - 335 (794) (553)
Balance as of 31 December 2014 10,647 5,620 8,993 47 25,307
Additions arising from acquisitions of subsidiaries - 1 11 - 12
Additions 225 993 816 321 2,355
Disposals (1,059) (83) (33) - (1,175)
Exchange differences 40 (35) 17 - 22
Retirements - (26) (27) - (53)
Reclassifications - (1) 23 (184) (162)
Balance as of 30 September 2015 9,853 6,469 9,800 184 26,306
ACCUMULATED DEPRECIATION:
Balance as of 1 January 2014 1,528 1,974 1,232 - 4,734
Charge for the year 452 976 1,135 - 2,563
Disposals of subsidiaries - (104) (254) - (358)
Disposals (91) (123) (12) - (226)
Discontinued operations - (23) (48) - (71)
Exchange differences (2) (195) (180) - (377)
Retirements (16) (31) (193) - (240)
Reclassifications (103) - - - (103)
Balance as of 31 December 2014 1,768 2,474 1,680 - 5,922
Charge for the period 343 818 1,041 - 2,202
Disposals (185) (55) (30) - (270)
Exchange differences 2 (23) (25) - (46)
Retirements - (18) (24) - (42)
Balance as of 30 September 2015 1,928 3,196 2,642 - 7,766
Net book value as of 30 September 2015 7,925 3,273 7,158 184 18,540
Net book value as of 31 December 2014 8,879 3,146 7,313 47 19,385

6. TRADE RECEIVABLES

Trade receivables of the Group and the Company as of 30 September 2015 and 31 December 2014 were as follows:

GROUP COMPANY
Balance
as of 30
September
2015
Balance
as of 31
December
2014
Balance
as of 30
September
2015
Balance
as of 31
December
2014
Trade receivables, gross 53,545 48,033 1,565 3,241
Less: allowance for doubtful trade receivables (7,922) (6,548) (222) (221)
45,623 41,485 1,343 3,020

Receivables from Vilnius City Municipality as of 30 September 2015 amounted to 22% and 43% of the Group's and the Company's trade accounts receivable, respectively (20% and 82% as of 31 December 2014, respectively).

Trade receivables and other receivables generally have 30 - 90 days payment terms.

7. BORROWINGS

Borrowings of the Group and the Company as of 30 September 2015 and 31 December 2014 were as follows:

GROUP COMPANY
Creditor Currency Balance
as of 30
September
2015 (in EUR)
Balance
as of 31
December
2014 (in EUR)
Balance
as of 30
September
2015 (in EUR)
Balance
as of 31
December
2014 (in EUR)
SHORT TERM LOANS
Bank loans EUR 3,233 2,219 - -
SHORT TERM LOANS BALANCE 3,233 2,219 - -
LONG TERM LOANS
Bank loans EUR 17,258 19,357 14,868 16,046
Minus: long term loans of the current
year
(2,615) (2,953) (2,334) (2,267)
LONG TERM LOANS BALANCE 14,643 16,404 12,534 13,779

For the loans and overdraft 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 Būstas" are pledged to Nordea Bank as well.

8. COST OF SALES (continued operations)

GROUP COMPANY
2015 Q3 2014 Q3 2015 Q3 2014 Q3
Services of subcontractors and materials used 51,902 60,640 1,686 6,453
Wages and salaries and social security 42,849 46,389 91 105
Depreciation 963 702 - -
Cost of goods sold 243 137 - -
Total cost of sales 95,957 107,868 1,777 6,558

9. GENERAL AND ADMINISTRATIVE EXPENSES (continued operations)

GROUP COMPANY
2015 Q3 2014 Q3 2015 Q3 2014 Q3
Wages and salaries and social security 11,748 9,600 841 924
Depreciation and amortisation 2,062 1,822 120 86
Allowance for and write-off of receivables 1,263 1,554 7 1,335
Rent of premises and other assets 679 515 53 53
Consulting and similar expenses 586 689 192 267
Taxes other than income tax 529 151 9 3
Commissions for collection of payments 482 475 14 11
Advertising 441 415 42 56
Consulting and tax expenses related with
acquisitions, disposals and reorganisation
405 62 224 62
Computer software maintenance 389 295 3 2
Fuel expenses 373 393 23 31
Transportation 293 245 18 17
Insurance 274 254 13 18
Business trips and training 271 220 70 100
Communication expenses 233 227 11 27
Representational costs 209 227 18 15
Utilities 127 186 14 14
Bank payments 115 91 2 2
Charity and support 31 19 1 -
Other 1,285 1,398 (46) 38
Total general and administrative expenses 21,795 18,838 1,629 3,061

10. OTHER OPERATING INCOME (EXPENSES), NET (continued operations)

GROUP COMPANY
2015 Q3 2014 Q3 2015 Q3 2014 Q3
Income from rent, net 139 199 195 196
Gain (loss) on disposal of property, plant and
equipment
346 (10) 4 4
Other income (expenses), net 374 (74) (129) (129)
Total other operating activity 859 115 70 71

11. FINANCE INCOME AND (EXPENSES), NET (continued operations)

GROUP COMPANY
2015 Q3 2014 Q3 2015 Q3 2014 Q3
Interest income 832 105 993 478
Dividend income 10 10 3,560 5,120
Foreign currency exchange gain - - - 2
Gain on sale of investments 1,435 - 2,114 -
Share of profit of associates 55 347 - -
Other financial income 15 51 - -
Total finance income 2,347 513 6,667 5,600
Interest (expenses) (595) (699) (425) (499)
Foreign currency exchange loss (62) (385) (24) -
Loss on sale of investments - (1,061) - (1,315)
Other financial (expenses) (26) (58) - -
Total finance (expenses) (683) (2,203) (449) (1,814)
Financial activity, net 1,664 (1,690) 6,218 3,786

12. DIVIDENDS PER SHARE

2015 Q3 2014 Q3
Approved dividends* 948 1,163
Number of shares (in thousand)** 31,610 31,610
Approved dividends per share (EUR) 0.03 0.04

* The year when the dividends are approved.

** At the date when dividends are approved.

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 are 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 City Service SE (for the list of the subsidiaries, see also Note 1);
  • − Mr J. Janukėnas, V. Turonis, E. Paulauskas, V. Junevičius, J. Šimkevičius, R. Jakubauskas, A. Górecka Kolasa, F. López Abril (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 nine months of 2015 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 City Service SE 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.

2015 Q3
GROUP
Purchases Sales Receivables
and
prepayments
Loans
granted
Payables (long
and short-term)
UAB ICOR 366 7 - - 425
Subsidiaries of UAB ICOR:
AB Axis Industries
476 329 43 - 315
Other subsidiaries of UAB ICOR 10 354 217 - 7
Associates and other related
parties*
327 45 10 - 11
Total 1,179 735 270 - 758

* Includes purchases and sales related with AWT Holding group.

14. SUBSEQUENT EVENTS

On 27 October 2015, was completed conversion of City Service AS (hereinafter, the "Company") into a European public limited liability company (Societas Europaea, SE). The legal form of the Company was changed into a SE, the name of the converted company became City Service SE, which by operation of law took over all the assets, rights and liabilities of the Company.

On 6 November 2015 there have been extraordinary general meeting of City Service SE shareholders, it was decided that the shares of the Company will be delisted from trading on AB NASDAQ OMX Vilnius only on the condition that and only after the shares of the Company are admitted to trading on the Warsaw Stock Exchange.

On 12 November 2015 all the shares of the Company were registered with the Polish National Depository for Securities.

On 12 and 13 November 2015 the Management Board of the Warsaw Stock Exchange (hereinafter, the "WSE") resolved on to admit to exchange trading on the parallel market 31,610,000 ordinary shares of City Service SE with a par value of EUR 0.30. The first date of listing of the Company's shares on the WSE was 16 November 2015.

On 16 November 2015 Company through a subsidiary acquired UAB "Naujosios Vilnios turgavietė" which operates in marketplace administration area. The company was acquired for EUR 290 thousand.

Consolidated interim financial statements for the nine months period ended 30 September, 2015 City Service SE

Narva mnt. 5, 10117, Tallinn, the Republic of Estonia; address in Lithuania: Smolensko str. 12, LT-03200 Vilnius, Phone (+370 5) 2394900, fax (+370 5) 2394848, E-mail. [email protected] www.cityservice.eu

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