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City Service SE — Interim / Quarterly Report 2015
Feb 29, 2016
5564_10-q_2016-02-29_33234389-6cd3-49db-ae7d-9c217e2fbb79.pdf
Interim / Quarterly Report
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CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER, 2015 (UNAUDITED)
City Service SE
CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE DWELVE MONTHS PERIOD ENDED 31 DECEMBER, 2015 (UNAUDITED)
Beginning of the reporting period 1 January 2015 End of the reporting period 31 December 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 25 | |
| 5. PROPERTY, PLAND AND EQUIPMENT 26 | |
| 6. TRADE RECEIVABLES 27 | |
| 7. BORROWINGS 27 | |
| 8. COST OF SALES 28 | |
| 9. GENERAL AND ADMINISTRATIVE EXPENSES 28 | |
| 10. OTHER OPERATING INCOME (EXPENSES) 29 | |
| 11. FINANCE INCOME AND (EXPENSES) 29 | |
| 12. DIVIDENDS PER SHARE 29 | |
| 13. RELATED PARTY TRANSACTIONS 30 | |
| 14. SUBSEQUENT EVENTS 31 |
STATEMENTS OF FINANCIAL POSITION
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Notes | As of 31 December 2015 |
As of 31 December 2014 |
As of 31 December 2015 |
As of 31 December 2014 |
||
| Assets | ||||||
| NON-CURERENT ASSETS | ||||||
| Goodwill | 3 | 9,631 | 9,304 | - | - | |
| Other intangible assets | 4 | 18,648 | 16,603 | 117 | 160 | |
| Property, plant and equipment | 5 | 18,576 | 19,385 | 466 | 356 | |
| Investment property | 479 | 527 | - | - | ||
| Investments into subsidiaries | - | - | 32,603 | 32,604 | ||
| Investments into associates | 238 | 2,234 | - | 1,480 | ||
| Non-current financial assets receivables and prepayments |
12,818 | 19,324 | 15,450 | 19,842 | ||
| Deferred income tax asset | 5,348 | 5,400 | 48 | 118 | ||
| Total non-current assets | 65,738 | 72,777 | 48,684 | 54,560 | ||
| CURRENT ASSETS | ||||||
| Inventories | 1,497 | 1,145 | - | - | ||
| Prepayments | 1,476 | 904 | 57 | 36 | ||
| Trade receivables | 6 | 45,682 | 41,485 | 921 | 3,020 | |
| Receivables from related parties (including loans granted) |
13 | 106 | 82 | 20,703 | 8,329 | |
| Other receivables and current assets | 4,738 | 5,423 | 45 | 719 | ||
| Cash and cash equivalents | 17,136 | 13,362 | 7,101 | 5,837 | ||
| Total current assets | 70,635 | 62,401 | 28,827 | 17,941 | ||
| Assets held for sale | - | 2,342 | - | - | ||
| Total assets | 136,373 | 137,520 | 77,511 | 72,501 |
STATEMENTS OF FINANCIAL POSITION (cont'd)
| GROUP | COMPANY | |||||
|---|---|---|---|---|---|---|
| Notes | As of 31 December 2015 |
As of 31 December 2014 |
As of 31 December 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 | (344) | 1,742 | 2,653 | 2,653 | ||
| Retained earnings (deficit) | 39,985 | 32,671 | 27,587 | 17,988 | ||
| Reserves of a disposal group classified as held for sale |
- | (343) | - | - | ||
| 70,191 | 64,608 | 60,790 | 51,179 | |||
| Non-controlling interests | 439 | 600 | - | - | ||
| TOTAL EQUITY | 70,630 | 65,208 | 60,790 | 51,179 | ||
| Liabilities | ||||||
| Non-current liabilities | ||||||
| Non-current borrowings | 7 | 13,055 | 16,404 | 12,421 | 13,779 | |
| Financial lease obligations | 1,614 | 1,664 | 147 | 153 | ||
| Deferred income tax liabilities | 3,033 | 2,876 | - | - | ||
| Non-current payables | 970 | 856 | 34 | 119 | ||
| TOTAL NON-CURRENT LIABILITIES | 18,672 | 21,800 | 12,602 | 14,051 | ||
| Current liabilities | ||||||
| Current portion of non-current borrowings | 7 | 3,738 | 2,953 | 2,096 | 2,267 | |
| Current portion of financial lease obligations | 1,112 | 823 | 56 | 52 | ||
| Short term loans | 7 | 2,739 | 2,219 | - | - | |
| Trade payables | 16,014 | 20,078 | 411 | 3,764 | ||
| Payables to related parties (including loans received) |
13 | 821 | 1,331 | 411 | 297 | |
| Advances received | 7,968 | 5,616 | 929 | 685 | ||
| Other current liabilities | 14,679 | 14,654 | 216 | 206 | ||
| TOTAL CURRENT LIABILITIES | 47,071 | 47,674 | 4,119 | 7,271 | ||
| Liabilities associated with assets held for sale |
- | 2,838 | - | - | ||
| Total liabilities | 65,743 | 72,312 | 16,721 | 21,322 | ||
| Total equity and liabilities | 136,373 | 137,520 | 77,511 | 72,501 |
STATEMENTS OF COMPREHENSIVE INCOME (for the period 1 January – 31 December)
| Notes | GROUP | COMPANY | |||
|---|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | ||
| Continued operations | |||||
| Sales | 166,608 | 181,266 | 3,227 | 11,816 | |
| Cost of sales | 8 | (132,397) | (147,115) | (2,394) | (9,608) |
| Gross profit (loss) | 34,211 | 34,151 | 833 | 2,208 | |
| General and administrative expenses | 9 | (28,489) | (26,120) | (2,112) | (3,583) |
| Other operating income (expenses), net |
10 | 250 | 883 | 91 | 82 |
| Profit (loss) from operations | 5,972 | 8,914 | (1,188) | (1,293) | |
| Finance income | 11 | 2,782 | 802 | 12,956 | 6,454 |
| Finance expenses | 11 | (1,105) | (3,350) | (932) | (1,440) |
| Share of profit of associates | 11 | 67 | 566 | - | - |
| Profit (loss) before tax | 7,716 | 6,932 | 10,836 | 3,721 | |
| Income tax | (1,504) | (1,813) | (277) | (3) | |
| Net profit (loss) from continued operations |
6,212 | 5,119 | 10,559 | 3,718 | |
| Discontinued operations Net profit (loss) from discontinued operations |
1,700 | 989 | - | - | |
| Net profit (loss) | 7,912 | 6,108 | 10,559 | 3,718 | |
| Other comprehensive income Exchange differences on translation of foreign operations |
(214) | (770) | - | - | |
| Total comprehensive income | 7,698 | 5,338 | 10,559 | 3,718 | |
| Attributable to: | |||||
| The shareholders of the Company | 8,274 | 6,229 | 10,559 | 3,718 | |
| Non-controlling interests | (362) | (121) | - | - | |
| 7,912 | 6,108 | 10,559 | 3,718 | ||
| Total comprehensive income attributable to: |
|||||
| The shareholders of the Company | 8,060 | 5,459 | 10,559 | 3,718 | |
| Non-controlling interests | (362) | (121) | - | - | |
| 7,698 | 5,338 | 10,559 | 3,718 | ||
| Basic and diluted earnings per share | 0.26 | 0.20 | |||
| (EUR) | |||||
| From continued operations | 0.21 | 0.17 | |||
| From discontinued operations | 0.05 | 0.03 |
STATEMENTS OF COMPREHENSIVE INCOME (for the period 1 October – 31 December)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Continued operations | ||||
| Sales | 45,352 | 48,269 | 765 | 4,024 |
| Cost of sales | (36,440) | (39,247) | (617) | (3,050) |
| Gross profit (loss) | 8,912 | 9,022 | 148 | 974 |
| General and administrative expenses | (6,694) | (7,282) | (483) | (522) |
| Other operating income, net | (609) | 768 | 21 | 11 |
| Profit (loss) from operations | 1,609 | 2,508 | (314) | 463 |
| Finance income | 490 | 636 | 6,289 | 854 |
| Finance expenses | (422) | (1,147) | (483) | 374 |
| Share of profit of associates | 12 | 219 | - | - |
| Profit (loss) before tax | 1,689 | 2,216 | 5,492 | 1,691 |
| Income tax | (576) | (834) | (40) | (8) |
| Net profit (loss) from continued operations |
1,113 | 1,382 | 5,452 | 1,683 |
| Discontinued operations | ||||
| Net profit (loss) from discontinued operations |
- | (208) | - | - |
| Net profit | 1,113 | 1,174 | 5,452 | 1,683 |
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 | - | - | - | - | 6,229 | - | 6,229 | (121) | 6,108 | |
| Dividends declared | 12 | - | - | - | - | (1,163) | - | (1,163) | - | (1,163) |
| Other comprehensive income |
- | - | (770) | - | - | - | (770) | - | (770) | |
| Total comprehensive income |
- | - | (770) | - | 5,066 | - | 4,296 | (121) | 4,175 | |
| Disposal of subsidiaries |
- | - | 147 | - | - | - | 147 | - | 147 | |
| Reserves of a disposal group classified as held for sale |
- | - | 343 | - | - | (343) | - | - | - | |
| Balance as of 31 December 2014 |
9,155 | 21,383 | (914) | 2,656 | 32,671 | (343) | 64,608 | 600 | 65,208 |
| Balance as of 1 January 2015 |
9,155 | 21,383 | (914) | 2,656 | 32,671 | (343) | 64,608 | 600 | 65,208 | |
|---|---|---|---|---|---|---|---|---|---|---|
| Net profit | - | - | - | - | 8,274 | - | 8,274 | (362) | 7,912 | |
| Dividends declared | 12 | - | - | - | - | (948) | - | (948) | - | (948) |
| Other comprehensive income |
- | - | (214) | - | - | - | (214) | - | (214) | |
| Total comprehensive income |
- | - | (214) | - | 7,326 | - | 7,112 | (362) | 6,750 | |
| 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 31 December 2015 |
9,483 | 21,067 | (3,000) | 2,656 | 39,985 | - | 70,191 | 439 | 70,630 |
| 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 | - | - | - | - | 3,719 | 3,719 | |
| Dividends declared | 12 | - | - | - | - | (1,163) | (1,163) |
| Balance as of 31 December 2014 | 9,155 | 21,383 | 915 | 1,738 | 17,988 | 51,179 | |
| Balance as of 1 January 2015 | 9,155 | 21,383 | 915 | 1,738 | 17,988 | 51,179 | |
| Net profit | - | - | - | - | 10,559 | 10,559 | |
| Increase in share capital | 316 | (316) | - | - | - | - | |
| Currency translation effect to share capital | 12 | - | - | - | (12) | - | |
| Dividends declared | 12 | - | - | - | - | (948) | (948) |
| Balance as of 31 December 2015 | 9,483 | 21,067 | 915 | 1,738 | 27,587 | 60,790 |
STATEMENTS OF CASH FLOWS
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Notes | 2015* | 2014* | 2015 | 2014 | |
| Cash flows from (to) operating activities | |||||
| Net profit from continued operations | 6,212 | 5,119 | 10,559 | 3,718 | |
| Net profit from discontinued operations | 1,700 | 989 | - | - | |
| Adjustments for non-cash items: | |||||
| Income tax expenses | 1,553 | 1,866 | 277 | 3 | |
| Depreciation and amortisation | 4,5 | 4,152 | 3,977 | 161 | 122 |
| Impairment and discounting of accounts receivable | 864 | 2,106 | (98) | 1,184 | |
| Impairment of intangible assets | - | (74) | - | - | |
| Loss (gain) on disposal of property, plant and equipment |
10 | 9 | 94 | (6) | 6 |
| Impairment of goodwill | - | (63) | - | - | |
| Dividend (income) | 11 | (10) | (10) | (9,510) | (5,120) |
| (Gain) loss from sale of investments | (3,837) | (564) | (2,114) | 93 | |
| Gain from bargain purchase | - | (497) | - | - | |
| Other financial activity, net | (326) | 1,329 | (399) | 13 | |
| 10,317 | 14,272 | (1,130) | 19 | ||
| Changes in working capital: | |||||
| (Increase) decrease in inventories | (411) | 61 | - | - | |
| (Increase) decrease in receivables and other current assets |
(990) | (11,294) | 3,988 | 703 | |
| (Increase) decrease in prepayments | (716) | 334 | (21) | 18 | |
| (Decrease) in trade payables and payables to related parties |
(2,048) | (4,675) | (3,439) | (6,819) | |
| Income tax (paid) | (2,010) | (2,528) | (161) | (13) | |
| Increase in advances received and other current liabilities |
2,133 | 1,808 | 169 | 5 | |
| Net cash flows from (to) operating activities | 6,275 | (2,022) | (594) | (6,087) | |
| Cash flows from (to) investing activities | |||||
| (Acquisition) of non-current assets (except | |||||
| investments) | 4,5 | (2,734) | (3,385) | (194) | (160) |
| Proceeds from sale of non-current assets | 1,471 | 435 | 25 | 25 | |
| (Acquisition) of investments in subsidiaries (net of cash acquired in the Group) |
(850) | (719) | - | (23) | |
| Disposal of investments in subsidiaries and associates |
3,513 | 12,666 | 3,594 | 13,421 | |
| Loans (granted) repaid | - | - | (8,800) | 1,199 | |
| Dividends and interest received | 1,099 | (847) | 10,122 | 5,252 | |
| Net cash flows from (to) investing activities | 2,499 | 8,150 | 4,747 | 19,714 | |
| Cash flows from (to) financing activities | |||||
| Dividends (paid) | (948) | (1,163) | (948) | (1,163) | |
| (Repayment) of loans | (2,047) | (1,363) | (1,529) | (6,106) | |
| (Repayment) of financial lease liabilities | (1,120) | (940) | (56) | (51) | |
| Interest (paid) | (547) | (1,167) | (356) | (741) | |
| Net cash flows from (to) financial activities | (4,662) | (4,633) | (2,889) | (8,061) |
* Group cash flows for 2015 and 2014 comprise total consolidated Group, including discontinued operations.
STATEMENTS OF CASH FLOWS (cont'd)
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Notes | 2015* | 2014* | 2015 | 2014 | |
| Net (decrease) increase in cash and cash equivalents |
4,112 | 1,495 | 1,264 | 5,566 | |
| Foreign exchange difference | (395) | (705) | - | - | |
| Cash and cash equivalents at the beginning of the period (continued operations) |
13,362 | 12,629 | 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) |
17,136 | 13,362 | 7,101 | 5,837 | |
| Cash and cash equivalents at the end of the period (discontinued operations) |
- | 57 | - | - |
* Group cash flows for 2015 and 2014 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 3 "Goodwill", paragraph "Investments and other changes during the twelve months of the year 2015").
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.
1.1. ACTIVITIES
City Service group provides facility management; maintenance and repair of engineering systems; management and renovation of energy resources; technical and energy audit of buildings; 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 38.8 million sq. m. at present.
During this year City Service group carried on implementing confirmed strategy and was further looking for growth opportunities in Central and Western Europe. 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.
1.2. SHARE CAPITAL OF THE COMPANY
The share capital of the Company is EUR 9,483 thousand as of 31 December 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 31 December 2015 all 31,610 thousand ordinary shares of the Company are included into the Parallel Market of Warsaw Stock Exchange (ISIN Code of the shares is EE3100126368). Trading Code of the shares on Warsaw Stock Exchange is CTS.
1.3. SHAREHOLDERS OF THE COMPANY
Shares of the Company also are included into the Offcicial List of NASDAQ OMX Vilnius Stock Exchange (ISIN Code of the shares is EE3100126368). Trading Code of the shares on NASDAQ OMX Vilnius Stock Exchange is CTS1L.
On 31 December 2015 the total number of shareholders of the Company was 1107.
Company's shares distribution among shareholders who have more than 5 % shares of the Company as of 31 December 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 |
26,813,293 | 84.83 % |
| 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 | 3,191,524 | 10.09 % |
| TOTAL | 31,610,000 | 100 % |
1.4. SHARE PRICE DEVELOPMENT FOR THE REPORTING PERIOD
Source: NASDAQ OMX Vilnius
1.5. CITY SERVICE GROUP
On 31 December 2015 the City Service group consists of City Service SEand the following subsidiaries (hereinafter referred to as "the Group"):
| Company | Country | Share of the stock held by the Group as of 31 December 2015 |
Share of the stock held by the Group as of 31 December 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 Baltijos turto 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% | 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 Naujosios Vilnios turgavietė |
Lithuania | 100% | - | Marketplace administration services |
| UAB Nemuno būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Nemuno būsto priežiūra | Lithuania | 100% | 100% | Dormant |
| UAB Pastatų priežiūra | Lithuania | 100% | 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% | 100% | Dormant |
| SIA Namu serviss APSE | Latvia | 100% | 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% | Country holding company |
| City Service Grupa Techniczna sp. Z o.o. |
Poland | 100% | 100% | Building maintenance |
|---|---|---|---|---|
| EnergiaOK sp. Z o.o. | Poland | 100% | 100% | Sale of electricity |
| Grupa Techniczna 24 sp. Z o.o. | Poland | 100% | - | Dormant |
| Famix sp. Z o.o. | Poland | 100% | - | Administration of dwelling-houses |
| Progresline sp. Z o.o. | Poland | 100% | 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 МН Групп | Russia | 100% | - | Dormant |
| 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 31 December 2015 included an investment in Marijampolės butų ūkis UAB (34% of the share capital).
1.6. COMPANY'S SUPERVISORY BOARD
As of 31 December 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 |
June 29, 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 31 December 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 | 2013 |
| Fernando López Abril | General Manager of the Group company, operating in Spain | 2013 |
| 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
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 2013, 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 Junevičius
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 | Baltic states |
St. Petersburg | Poland | Spain | Discontinued operations |
Total |
|---|---|---|---|---|---|---|
| Revenue: Total revenue |
68,512 | 31,693 | 24,918 | 41,485 | 7,650 | 174,258 174,258 |
| Segment results Unallocated |
7,517 | 448 | (244)* | (808)** | (642) | 6,271 (941) |
| expenses Profit from operations |
5,330 | |||||
| Net financial income Profit before income tax |
4,135 9,465 |
|||||
| Income tax expenses Net profit for the |
(1,553) | |||||
| year | 7,912 | |||||
| Other segment information Capital expenditure |
2,300 | 125 | 1,492 | 332 | - | 4,249 |
* Includes EUR 562 thousand loss, arising from the start of technical services activities.
** Includes EUR 620 thousand redundancy costs.
| 2014 | Baltic states |
St. Petersburg | Poland | Spain | Discontinued operations |
Total |
|---|---|---|---|---|---|---|
| Revenue: Unallocated income Total revenue |
69,005 | 40,309 | 23,481 | 47,662 | 13,378 | 193,835 809 194,644 |
| Segment results Gain from bargain purchase |
8,378 | 1,344 | 170 | (491) | (272) | 9,129 497 |
| Unallocated expenses |
(984) | |||||
| Profit from operations |
8,642 | |||||
| Net financial income | (668) | |||||
| Profit before income tax |
7,974 | |||||
| Income tax expenses | (1,866) | |||||
| Net profit for the year |
6,108 | |||||
| Other segment information |
||||||
| Capital expenditure | 3,295 | 171 | 1,537 | 1,001 | 24 | 6,028 |
1.8. ACTIVITY AND SEGMENT INFORMATION (cont'd)
Information on main Group's geographical segments:
| 2013 | Baltic states |
St. Petersburg | Poland | Spain | Discontinued operations |
Total |
|---|---|---|---|---|---|---|
| Revenue: Unallocated income Total revenue |
68,633 | 46,461 | 21,966 | 12,313 | 22,247 | 171,620 291 171,911 |
| Segment results Gain from bargain purchase (including |
7,272 | 1,752 | 597 | 454 | 1,861 | 11,936 |
| goodwill and intangibles impairment) Unallocated |
(375) | |||||
| expenses | (957) | |||||
| Profit from operations |
10,604 | |||||
| Net financial income Profit before income |
(1,483) | |||||
| tax | 9.121 | |||||
| Income tax expenses Net profit for the |
(1,825) | |||||
| year | 7,296 | |||||
| Other segment information |
||||||
| Capital expenditure | 1,822 | 312 | 430 | 8 | 680 | 3,252 |
| Baltic states |
St. Petersburg | Poland | Spain | Discontinued operations |
Total | |
|---|---|---|---|---|---|---|
| Sales to external customers |
||||||
| 2015 | 68,512 | 31,693 | 24,918 | 41,485 | 7,650 | 174,258 |
| 2014 | 69,005 | 40,309 | 23,481 | 47,662 | 13,378 | 193,835 |
| 2013 | 68,633 | 46,461 | 21,966 | 12,313 | 22,247 | 171,620 |
| Baltic states |
St. Petersburg |
Poland | Spain | Total | |
|---|---|---|---|---|---|
| Segment non-current assets |
|||||
| As of 31 December 2015 | 44,590 | 2,294 | 13,529 | 5,325 | 65,738 |
| As of 31 December 2014 As of 31 December 2013 |
51,035 30,755 |
3,787 3,469 |
13,566 11,701 |
4,389 3,092 |
72,777 49,017 |
1.8. ACTIVITY AND SEGMENT INFORMATION (cont'd)
Main activity indicators for the Group (continued operations):
| 2015 | 2014 | Change (%) | |
|---|---|---|---|
| Area of multi-flat apartment buildings under administration (million square meters) |
25.4 | 22.6 | 23.9% |
| Area of public. commercial building and a typical properties under administration (million square meters) |
13.4 | 10.2 | 5.9% |
| Number of employees | 5,291 | 5,137 | 3.0% |
| Sales for the period | 166,608 | 181,266 | (8.1%) |
| Sales (main activity)* | 147,380 | 156,614 | (5.9%) |
| Gross margin* | 23.2% | 21.8% | 6.5% |
| EBITDA margin* | 6.9% | 7.8% | (12.9%) |
| EBIT margin* | 4.1% | 5.7% | (28.8%) |
| Net margin* | 4.2% | 3.3% | (29.0%) |
| Number of shares (thousand) | 31,610 | 31,610 | 0.0% |
| Return on equity | 11.2% | 9.4% | 19.6% |
| Return on assets | 5.8% | 4.4% | 30.6% |
| Financial Net Debt to equity** | 3.4% | 12.6% | (73.1%) |
* 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 29 February 2016 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 | 445 |
| Exchange differences | (118) |
| Balance as of 31 December 2015 | 9,715 |
| 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 31 December 2015 | 84 |
| Net book value as of 31 December 2015 | 9,631 |
Net book value as of 31 December 2014 9,304
Investments and other changes during the twelve 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" ceased operations and was deregistered. Director and contact details of UAB "Šiaulių būstas" did not 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 UAB, company code 110878442, 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 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 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).
3. GOODWILL (cont'd)
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 and 13 November 2015 all the shares of the Company were registered with the Polish National Depository for Securities. 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.
On 12 December 2015 Company through a subsidiary operating in Russia acquired ООО «МН Групп» - a dormant company which shall be used to structure Group's activities in Russia.
On 14 December 2015 the Bank of Lithuania approved Circular of the tender offer, aimed at delisting the shares of the Company from trading on AB NASDAQ OMX Vilnius.
4. OTHER INTANGIBLE ASSETS
Movement of other intangible assets in 2015 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 | 2,511 | - |
| Additions | 654 | 9 |
| Disposals | (1) | - |
| Exchange differences | (261) | - |
| Retirements | (6) | - |
| Reclassifications | 161 | - |
| Balance as of 31 December 2015 | 22,559 | 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 | 1,086 | 52 |
| Retirements | (6) | - |
| Exchange differences | (67) | - |
| Balance as of 31 December 2015 | 3,911 | 96 |
| Net book value as of 31 December 2015 | 18,648 | 117 |
| 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 | 225 | 1 | 4 | - | 230 |
| Additions | 261 | 1,454 | 1,454 | 426 | 3,595 |
| Disposals | (1,787) | (85) | (52) | - | (1,924) |
| Exchange differences | 28 | (99) | (57) | - | (128) |
| Retirements | - | (23) | (78) | - | (101) |
| Reclassifications | 124 | (1) | 149 | (433) | (161) |
| Balance as of 31 December 2015 | 9,498 | 6,867 | 10,413 | 40 | 26,818 |
| 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 | 448 | 1,106 | 1,435 | - | 2,989 |
| Disposals | (358) | (56) | (45) | - | (459) |
| Exchange differences | 1 | (63) | (62) | - | (124) |
| Retirements | - | (15) | (71) | - | (86) |
| Balance as of 31 December 2015 | 1,859 | 3,446 | 2,937 | - | 8,242 |
| Net book value as of 31 December 2015 | 7,639 | 3,421 | 7,476 | 40 | 18,576 |
| Net book value as of 31 December 2014 | 8,879 | 3,146 | 7,313 | 47 | 19,385 |
* Also includes prepayments for tangible and intangible assets.
6. TRADE RECEIVABLES
Trade receivables of the Group and the Company as of 31 December 2015 and 31 December 2014 were as follows:
| GROUP | COMPANY | ||||
|---|---|---|---|---|---|
| Balance as of 31 December 2015 |
Balance as of 31 December 2014 |
Balance as of 31 December 2015 |
Balance as of 31 December 2014 |
||
| Trade receivables, gross | 52,277 | 48,033 | 1,150 | 3,241 | |
| Less: allowance for doubtful trade receivables | (6,595) | (6,548) | (229) | (221) | |
| Trade receivables, net | 45,682 | 41,485 | 921 | 3,020 |
Receivables from Vilnius City Municipality as of 31 December 2015 amounted to 13% and 24% 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 31 December 2015 and 31 December 2014 were as follows:
| GROUP COMPANY |
|||||
|---|---|---|---|---|---|
| Creditor | Currency | Balance as of 31 December 2015 (in EUR) |
Balance as of 31 December 2014 (in EUR) |
Balance as of 31 December 2015 (in EUR) |
Balance as of 31 December 2014 (in EUR) |
| SHORT TERM LOANS | |||||
| Bank loans | EUR | 2,681 | 2,219 | - | - |
| Bank loans | PLN | 58 | - | - | - |
| SHORT TERM LOANS BALANCE | 2,739 | 2,219 | - | - | |
| LONG TERM LOANS | |||||
| Bank loans | EUR | 16,793 | 19,357 | 14,517 | 16,046 |
| Minus: long term loans of the current year |
(3,738) | (2,953) | (2,096) | (2,267) | |
| LONG TERM LOANS BALANCE | 13,055 | 16,404 | 12,421 | 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 | 2014 | 2015 | 2014 | |
| Services of subcontractors and materials used | 73,585 | 79,729 | 2,273 | 9,469 |
| Wages and salaries and social security | 57,304 | 61,721 | 121 | 139 |
| Depreciation | 1,306 | 922 | - | - |
| Cost of goods sold | 202 | 349 | - | - |
| Other | - | 4,394 | - | |
| Total cost of sales | 132,397 | 147,115 | 2,394 | 9,608 |
9. GENERAL AND ADMINISTRATIVE EXPENSES (continued operations)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Wages and salaries and social security | 15,491 | 13,237 | 1,094 | 1,207 |
| Depreciation and amortisation | 2,745 | 2,442 | 161 | 122 |
| Consulting and similar expenses | 1,311 | 938 | 367 | 227 |
| Rent of premises and other assets | 933 | 725 | 80 | 70 |
| Allowance for and write-off of receivables | 846 | 778 | 15 | 1,184 |
| Taxes other than income tax | 771 | 723 | 10 | 5 |
| Commissions for collection of payments | 661 | 631 | 22 | 14 |
| Advertising | 565 | 654 | 45 | 74 |
| Computer software maintenance | 553 | 430 | 5 | 5 |
| Consulting and tax expenses related with acquisitions, disposals and reorganisation |
432 | 356 | 142 | 303 |
| Business trips and training | 431 | 413 | 92 | 125 |
| Fuel expenses | 399 | 554 | 29 | 41 |
| Transportation | 375 | 399 | 25 | 25 |
| Representational costs | 365 | 356 | 26 | 21 |
| Insurance | 362 | 373 | 20 | 23 |
| Communication expenses | 331 | 331 | 15 | 31 |
| Utilities | 200 | 247 | 24 | 22 |
| Bank payments | 147 | 134 | 2 | 3 |
| Charity and support | 44 | 25 | 1 | - |
| Other | 1,527 | 2,374 | (63) | 81 |
| Total general and administrative expenses | 28,489 | 26,120 | 2,112 | 3,583 |
10. OTHER OPERATING INCOME (EXPENSES), NET (continued operations)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Income from rent, net | 232 | 267 | 259 | 260 |
| Gain (loss) on disposal of property, plant and equipment |
9 | (81) | 6 | (6) |
| Depreciation of rented assets | (75) | (36) | - | - |
| Gain from bargain purchase | - | 497 | - | - |
| Other income (expenses), net | 84 | 236 | (174) | (172) |
| Total other operating activity | 250 | 883 | 91 | 82 |
11. FINANCE INCOME AND (EXPENSES), NET (continued operations)
| GROUP | COMPANY | |||
|---|---|---|---|---|
| 2015 | 2014 | 2015 | 2014 | |
| Interest income | 1.284 | 190 | 1,332 | 631 |
| Dividend income | 10 | 10 | 9,510 | 5,120 |
| Foreign currency exchange gain | - | - | - | 2 |
| Gain on sale of investments | 1,434 | 436 | 2,114 | 701 |
| Share of profit of associates | 67 | 566 | - | - |
| Other financial income | 54 | 166 | - | - |
| Total finance income | 2,849 | 1,368 | 12,956 | 6,454 |
| Interest (expenses) | (938) | (971) | (556) | (646) |
| Foreign currency exchange loss | (92) | (1,122) | (376) | - |
| Loss on sale of investments | - | (1,196) | - | (794) |
| Other financial (expenses) | (75) | (61) | - | - |
| Total finance (expenses) | (1,105) | (3,350) | (932) | (1,440) |
| Financial activity, net | 1,744 | (1,982) | 12,024 | 5,014 |
12. DIVIDENDS PER SHARE
| 2015 | 2014 | ||
|---|---|---|---|
| Approved dividends | 948 | 1,163 | |
| Number of shares (in thousand) | 31,610 | 31,610 | |
| Approved dividends per share | 0.03 | 0.04 |
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 twelve 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 GROUP |
Purchases | Sales | Receivables and prepayments |
Loans granted |
Payables (long and short-term) |
|---|---|---|---|---|---|
| UAB ICOR Subsidiaries of UAB ICOR: |
506 | 9 | - | - | 551 |
| AB Axis Industries | 654 | 436 | 18 | - | 246 |
| Other subsidiaries of UAB ICOR | 42 | 477 | 81 | - | 10 |
| Associates and other related parties* |
327 | 45 | 7 | - | 14 |
| Total | 1,529 | 967 | 106 | - | 821 |
* Includes purchases and sales related with AWT Holding group.
14. SUBSEQUENT EVENTS
On 11 Janurary 2016 the Company received the notification from its shareholder UAB "ICOR" on the transaction in issuer's securities. UAB "ICOR" owns 26,813,293 ordinary shares of the Company, which provides 84.83% of the authorized capital and voting rights.
On 9 February 2016 was finished reorganization of UAB "Žaidas". Method of reorganisation was separation. After separation of property, rights and responsibilities were estabilshed two new companies UAB "Alytaus būstas" and UAB "Alytaus namų valda". After reaorganization the title of Uždaroji akcinė bendrovė "Žaidas" was changed into UAB "Kauno centro būstas".
On 15 February 2016 the Board of AB Nasdaq Vilnius decided to satisfy the request of the Company and to delist its shares (ISIN code: EE3100126368, ticker CTS1L) from trading on AB Nasdaq Vilnius. The shares of the Company will be removed on April 30, 2016 (the last trading day on the Baltic Main list of City Service SE shares will be on April 29, 2016). Following delisting of shares of the Company from trading on AB Nasdaq Vilnius, they will further be listed and it will be able to trade in them on the Warsaw Stock Exchange.
City Service SE
Narva mnt. 5, 10117, Tallinn, the Republic of Estonia; address in Lithuania: Gynėjų str. 16, LT – 01109 Vilnius, Phone (+370 5) 2394900, fax (+370 5) 2394848, E-mail. [email protected] www.cityservice.eu
32
Consolidated interim financial statements for the twelve months period ended 31 December, 2015