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City Service SE — Interim / Quarterly Report 2016
May 31, 2016
5564_rns_2016-05-31_74ff2352-c941-4cf4-b046-935432da2156.pdf
Interim / Quarterly Report
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CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS PERIOD ENDED 31 MARCH, 2016 (UNAUDITED)
City Service SE
CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS PERIOD ENDED 31 MARCH, 2016 (UNAUDITED)
Beginning of the reporting period 1 January 2016 End of the reporting period 31 March 2016
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
| DECLARATION OF THE MANAGEMENT |
4 | |
|---|---|---|
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
5 | |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
7 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
8 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS | 9 | |
| NOTES TO THE FINANCIAL STATEMENTS |
10 | |
| 1. | GENERAL INFORMATION | 10 |
| 1.1. ACTIVITIES |
10 | |
| 1.2. SHARE CAPITAL OF THE COMPANY |
10 | |
| 1.3. SHAREHOLDERS OF THE COMPANY |
11 | |
| 1.4. CITY SERVICE GROUP |
12 | |
| 1.5. COMPANY'S SUPERVISORY BOARD |
16 | |
| 1.6. GROUP'S MANAGEMENT |
17 | |
| 1.7. ACTIVITY AND SEGMENT INFORMATION |
19 | |
| 2. | ACCOUNTING POLICIES |
21 |
| 3. | GOODWILL |
21 |
| 4. | OTHER INTANGIBLE ASSETS | 22 |
| 5. | PROPERTY, PLAND AND EQUIPMENT | 23 |
| 6. | TRADE RECEIVABLES | 24 |
| 7. | BORROWINGS |
24 |
| 8. | COST OF SALES | 25 |
| 9. | GENERAL AND ADMINISTRATIVE EXPENSES |
25 |
| 10. | OTHER OPERATING INCOME (EXPENSES) | 26 |
| 11. | FINANCE INCOME AND (EXPENSES) | 26 |
| 12. | DIVIDENDS PER SHARE | 26 |
| 13. | RELATED PARTY TRANSACTIONS |
27 |
| 14. | SUBSEQUENT EVENTS |
28 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | As of 31 March 2016 |
As of 31 December 2015 |
|
|---|---|---|---|
| Assets | |||
| NON-CURERENT ASSETS | |||
| Goodwill | 3 | 9,412 | 9,391 |
| Other intangible assets | 4 | 19,010 | 19,045 |
| Property, plant and equipment | 5 | 18,352 | 18,575 |
| Investment property | 467 | 479 | |
| Investments into associates | 238 | 238 | |
| Non-current receivables | 6 | 16,215 | 17,384 |
| Prepayment for investment | 14 | 3,153 | - |
| Deferred income tax asset | 5,501 | 5,155 | |
| Total non-current assets | 72,348 | 70,267 | |
| CURRENT ASSETS | |||
| Inventories | 1,425 | 1,510 | |
| Prepayments | 1,683 | 1,495 | |
| Trade receivables | 6 | 46,131 | 40,823 |
| Receivables from related parties | 13 | 112 | 106 |
| Other receivables and current assets | 5,418 | 5,160 | |
| Cash and cash equivalents | 15,960 | 16,858 | |
| Total current assets | 70,729 | 65,952 | |
| Total assets | 143,077 | 136,219 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (cont'd)
| Notes | As of 31 | As of 31 | |
|---|---|---|---|
| March 2016 | December 2015 | ||
| Equity and liabilities | |||
| Equity attributable to equity holders of the Company | |||
| Share capital | 9,483 | 9,483 | |
| Reserves and share premium | 21,067 | 21,067 | |
| Other reserves | (92) | (226) | |
| Retained earnings (deficit) | 41,269 | 39,811 | |
| 71,727 | 70,135 | ||
| Non-controlling interests | 406 | 434 | |
| TOTAL EQUITY | 72,133 | 70,569 | |
| Liabilities | |||
| Non-current liabilities | |||
| Non-current borrowings | 7 | 15,224 | 13,055 |
| Financial lease obligations | 1,778 | 1,661 | |
| Deferred income tax liabilities | 3,047 | 2,755 | |
| Non-current payables | 629 | 857 | |
| TOTAL NON-CURRENT LIABILITIES | 20,678 | 18,328 | |
| Current liabilities | |||
| Current portion of non-current borrowings | 7 | 2,455 | 3,738 |
| Current portion of financial lease obligations | 905 | 1,067 | |
| Short-term loans | 7 | 3,427 | 2,739 |
| Trade payables | 16,720 | 15,717 | |
| Payables to related parties | 13 | 784 | 818 |
| Advances received | 8,664 | 7,981 | |
| Other current liabilities | 17,311 | 15,262 | |
| TOTAL CURRENT LIABILITIES | 50,266 | 47,322 | |
| Total liabilities | 70,944 | 65,650 | |
| Total equity and liabilities | 143,077 | 136,219 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (for the period 1 January – 31 March)
| Notes | 2016 Q1 | 2015 Q1 | |
|---|---|---|---|
| Continued operations | |||
| Sales | 42,735 | 42,525 | |
| Cost of sales | 8 | (34,739) | (34,584) |
| Gross profit (loss) | 7,996 | 7,941 | |
| General and administrative expenses | 9 | (6,382) | (6,063) |
| Other operating income (expenses), net | 10 | 29 | 262 |
| Profit (loss) from operations | 1,643 | 2,140 | |
| Finance income | 11 | 384 | 2,303 |
| Finance expenses | 11 | (158) | (257) |
| Share of profit of associates | - | 55 | |
| Profit (loss) before tax | 1,869 | 4,241 | |
| Income tax | (439) | (845) | |
| Net profit (loss) from continued operations | 1,430 | 3,396 | |
| Discontinued operations | |||
| Net profit (loss) from discontinued operations | - | (179) | |
| Net profit (loss) | 1,430 | 3,217 | |
| Other comprehensive income | |||
| Exchange differences on translation of foreign operations | 134 | 166 | |
| Total comprehensive income | 1,564 | 3,383 | |
| Attributable to: | |||
| The shareholders of the Company | 1,458 | 3,247 | |
| Non-controlling interests | (28) | (30) | |
| 1,430 | 3,217 | ||
| Total comprehensive income attributable to: | |||
| The shareholders of the Company | 1,592 | 3,413 | |
| Non-controlling interests | (28) | (30) | |
| 1,564 | 3,383 | ||
| Basic and diluted earnings per share (EUR) | |||
| From continued operations | 0.05 | 0.11 | |
| From discontinued operations | - | (0.01) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| No tes |
Share capital |
Share premium |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Discon tinued operations |
Total | Non controlling interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2015 |
9,155 | 21,383 | (914) | 2,656 | 32,671 | (343) | 64,608 | 600 | 65,208 | |
| Net profit | - | - | - | - | 3,247 | - | 3,247 | (30) | 3,217 | |
| Other comprehensive income |
- | - | 166 | - | - | - | 166 | - | 166 | |
| Total comprehensive income |
- | - | 166 | - | 3,247 | - | 3,413 | (30) | 3,383 | |
| Effect of euro adoption to share capital |
12 | - | - | - | (12) | - | - | - | - | |
| Reserves of a disposal group classified as held for sale |
- | - | 135 | - | - | (135) | - | - | - | |
| Balance as of 31 March 2015 |
9,167 | 21,383 | (613) | 2,656 | 35,906 | (478) | 68,021 | 570 | 68,591 | |
| Balance as of 1 January 2016 |
9,483 | 21,067 | (2,882) | 2,656 | 39,811 | - | 70,135 | 434 | 70,569 | |
| Net profit | - | - | - | - | 1,458 | - | 1,458 | (28) | 1,430 | |
| Other comprehensive income |
- | - | 134 | - | - | - | 134 | - | 134 | |
| Total comprehensive income |
- | - | 134 | - | 1,458 | - | 1,592 | (28) | 1,564 | |
| Balance as of 31 March 2016 |
9,483 | 21,067 | (2,748) | 2,656 | 41,269 | - | 71,727 | 406 | 72,133 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| Notes | 2016 Q1 | 2015 Q1* | |
|---|---|---|---|
| Cash flows from (to) operating activities | |||
| Net profit from continued operations | 1,430 | 3,396 | |
| Net (loss) from discontinued operations | - | (179) | |
| Adjustments for non-cash items: | |||
| Income tax expenses | 439 | 838 | |
| Depreciation and amortisation | 4,5 | 1,029 | 946 |
| Impairment and discounting of accounts receivable | 399 | 441 | |
| Loss (gain) on disposal of property, plant and equipment | 10 | 7 | (84) |
| (Gain) from sale of investments | - | (1,435) | |
| Other financial activity, net | (140) | (708) | |
| 3,164 | 3,215 | ||
| Changes in working capital: | |||
| Decrease (increase) decrease in inventories | 102 | (184) | |
| (Increase) in receivables and other current assets | (4,575) | (1,850) | |
| (Increase) in prepayments | (115) | (402) | |
| Increase (decrease) in trade payables and payables to related | |||
| parties | 626 | (4,118) | |
| Income tax (paid) | (277) | (495) | |
| Increase in advances received and other current liabilities | 2,290 | 1,910 | |
| Net cash flows from (to) operating activities | 1,215 | (1,924) | |
| Cash flows from (to) investing activities | |||
| (Acquisition) of non-current assets (except investments) | 4,5 | (318) | (884) |
| Proceeds from sale of non-current assets | 12 | 154 | |
| (Acquisition) of investments in subsidiaries (net of cash | |||
| acquired in the Group) | - | (622) | |
| Disposal of investments in subsidiaries and associates | - | 3,498 | |
| Interest received | 223 | 197 | |
| Prepayment for investment | 14 | (3,153) | - |
| Net cash flows from (to) investing activities | (3,236) | 2,343 | |
| Cash flows from (to) financing activities | |||
| Proceeds of loans | 1,569 | 405 | |
| (Repayment) of financial lease liabilities | (342) | (273) | |
| Interest (paid) | (161) | (153) | |
| Net cash flows from (to) financial activities | 1,066 | (21) | |
| Net (decrease) increase in cash and cash equivalents | (955) | 398 | |
| Foreign exchange difference | 57 | 98 | |
| Cash and cash equivalents at the beginning of the period | |||
| (continued operations) | 16,858 | 13,362 | |
| 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) | 15,960 | 13,850 | |
| Cash and cash equivalents at the end of the period (discontinued operations) |
- | ||
| 65 |
* Group cash flows for 2015 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 on 2 April 2015, which after conversion has taken over a public limited liability company City Service AS rights and liabilities.
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 39.6 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 March 2016. 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.
As of 31 March 2016 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
On 31 March 2016 the total number of shareholders of the Company was 604.
Company's shares distribution among shareholders who have more than 5% shares of the Company as of 31 March 2016 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 % |
| Other private and institutional shareholders | 4,796,707 | 15.17 % |
| TOTAL | 31,610,000 | 100 % |
1.4. CITY SERVICE GROUP
On 31 March 2016 the City Service group consists of 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 31 March 2016 |
Share of the stock held by the Group as of 31 March 2015 |
Main activities |
|---|---|---|---|---|
| UAB Alytaus būstas | Lithuania | 100% | - | Administration of dwelling-houses |
| UAB Alytaus namų valda | Lithuania | 76% | - | Dormant |
| 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 transporto valdymas |
Lithuania | 100% | 100% | Dormant |
| UAB Baltijos turto valdymas | Lithuania | 100% | 100% | Dormant |
| UAB Dainavos būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| 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 Birštono 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 Kauno centro būstas | Lithuania | 100% | 99.33% | Administration of dwelling-houses |
| 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 |
| 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 Pietinis būstas | Lithuania | 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 butų ūkis | 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 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% | 100% | Administration of dwelling-houses |
| Afimen administración de finques, S.L.U. |
Spain | 100% | 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% | 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 |
| 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 | 100% | 99% | Elevator installing & tech. support |
The Group's investment in an associate as of 31 March 2016 included an investment in Marijampolės butų ūkis UAB (34% of the share capital).
| Discontinued operations | Country | Share of the stock held by the Group as of 31 March 2016 |
Share of the stock held by the Group as of 31 March 2015 |
Main activities |
|---|---|---|---|---|
| OOO Управляющая компания -1 |
Russia | - | 76% | Administration of dwelling-houses |
| OOO ПРОМИНТЕР - управление проектами |
Russia | - | 100% | Administration of dwelling-houses |
| OOO Управляющая компания -2 |
Russia | - | 76% | Administration of dwelling-houses |
| OOO Управляющая компания -3 |
Russia | - | 76% | Administration of dwelling-houses |
| OOO Управляющая компания -4 |
Russia | - | 76% | Administration of dwelling-houses |
| OOO Управляющая компания -5 |
Russia | - | 76% | Administration of dwelling-houses |
| OOO УК -5 | Russia | - | 100% | Administration of dwelling-houses |
| OOO Управляющая компания -6 (legal entity code 2635085674) |
Russia | - | 76% | Administration of dwelling-houses |
| OOO Управляющая компания -6 (legal entity code 2635105070) |
Russia | - | 100% | Administration of dwelling-houses |
| OOO Жилищная Управляющая компания № 6 |
Russia | - | 100% | Administration of dwelling-houses |
| OOO Управляющая компания – 8 |
Russia | - | 100% | Administration of dwelling-houses |
1.5. COMPANY'S SUPERVISORY BOARD
As of 31 March 2016, 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 ICOR UAB (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 ICOR UAB (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.
1.6. GROUP'S MANAGEMENT
As of 31 March 2016 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 Management Board (CEO) | 2007 |
| Vytautas Turonis | Executive Manager for Lithuania | 2004 |
| Edvinas Paulauskas | Executive Manager | 2005 |
| Tomas Kleiva | Financial Director | 2006 |
| 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 |
| Vytautas Junevičius | Chairman of the Board of group companies in Russia | 2006 |
| Jonas Šimkevičius | Member of the Board of Group company, operating in Latvia | 2005 |
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) acting as a CEO of the Group. 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 Management 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.
1.6. GROUP'S MANAGEMENT (cont'd)
Tomas Kleiva
Tomas Kleiva (b. 1979) is the Financial Director of City Service SE (since 2016). Prior to that, T. Kleiva was Financial Director and Executive Manager of the Group's subsidiaries operating in Russia (2009-2016). He started to work in the Group as a Project Manager (2006-2009). T. Kleiva has Master's degree in environmental engineering.
Tomas Kleiva is responsible for the activity of the Group's financial departments.
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 a 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.
1.7. ACTIVITY AND SEGMENT INFORMATION
Information on main Group's geographical segments:
| 2016 Q1 | Baltic states |
Russia (St. Petersburg) |
Poland | Spain | Russia (Stavropol, discontinued operations) |
Total |
|---|---|---|---|---|---|---|
| Revenue: Total revenue |
17,221 | 9,542 | 6,645 | 9,327 | - | 42,735 42,735 |
| Segment results Unallocated expenses |
2,007 | (94) | 219 | (272) | - | 1,860 (217) |
| Profit from operations |
1,643 | |||||
| Net financial income | 226 | |||||
| Profit before income tax |
1,869 | |||||
| Income tax expenses Net profit for the |
(439) | |||||
| year | 1,430 | |||||
| Other segment information Capital expenditure |
302 | 6 | 229 | 107 | - | 644 |
| 2015 Q1 | Baltic states |
Russia (St. Petersburg) |
Poland | Spain | Russia (Stavropol, discontinued operations) |
Total |
|---|---|---|---|---|---|---|
| Revenue: Total revenue |
15,852 | 9,286 | 6,745 | 10,642 | 3,444 | 45,969 45,969 |
| Segment results Unallocated expenses |
1,701 | 9 | 612 | 57 | (186) | 2,193 (239) |
| Profit from operations |
1,954 | |||||
| Net financial income | 2,101 | |||||
| Profit before income tax |
4,055 | |||||
| Income tax expenses Net profit for the |
(838) | |||||
| year | 3,217 | |||||
| Other segment information |
||||||
| Capital expenditure | 687 | 49 | 391 | 46 | - | 1,173 |
1.7. ACTIVITY AND SEGMENT INFORMATION (cont'd)
Information on main Group's geographical segments:
| Baltic states |
Russia (St. Petersburg) |
Poland | Spain | Russia (Stavropol, discontinued operations) |
Total | |
|---|---|---|---|---|---|---|
| Sales to external customers 2016 Q1 |
17,221 | 9,542 | 6,645 | 9,327 | - | 42,735 |
| 2015 Q1 | 15,852 | 9,286 | 6,745 | 10,642 | 3,444 | 45,969 |
| Baltic states |
Russia (St. Petersburg) |
Poland | Spain | Total | |
|---|---|---|---|---|---|
| Segment non-current assets |
|||||
| As of 31 March 2016 | 46,326 | 2,697 | 16,682 | 6,643 | 72,348 |
| As of 31 March 2015 | 49,530 | 2,734 | 13,408 | 5,126 | 70,798 |
Main activity indicators for the Group (continued operations):
| 2016 Q1 | 2015 Q1 | Change (%) | |
|---|---|---|---|
| Area of multi-flat apartment buildings under administration (million square meters) |
25.9 | 24.1 | 7.5% |
| Area of public. commercial building and a typical properties under administration (million square meters) |
13.7 | 10.3 | 33.0% |
| Number of employees | 5,382 | 5,359 | 0.4% |
| Sales for the period Sales (main activity)* |
42,735 36,047 |
42,525 36,063 |
0.5% 0.0% |
| Gross margin* | 22.2% | 22.0% | 0.8% |
| EBITDA margin EBIT margin |
7.4% 4.6% |
8.5% 5.9% |
(13.0%) (23.2%) |
| Net margin* | 4.0% | 5.4%*** | (57.9%) |
| Number of shares (thousand) | 31,610 | 31,610 | 0.0% |
| Return on equity | 2.0% | 4.7% | (57.8%) |
| Return on assets | 1.0% | 2.3% | (56.6%) |
| Financial Net Debt to equity** | 7.1% | 11.9% | (40.1%) |
* Calculated by reducing sales for the resale of utility services.
** Interest bearing debt (net of cash balance) to Shareholders' equity.
*** Excluding result on sale of AWT Holding shares of EUR 1,435 thousand.
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 31 May 2016 by responsible persons listed in the confirmation, which is attached to the Interim Financial Statements.
- GOODWILL
| COST: | |
|---|---|
| Balance as of 1 January 2015 | 9,388 |
| Additions | 106 |
| Exchange differences | (19) |
| Balance as of 31 December 2015 | 9,475 |
| Exchange differences | 21 |
| Balance as of 31 December 2016 | 9,496 |
| IMPAIRMENT | |
| Balance as of 1 January 2015 | 84 |
| Balance as of 31 December 2015 | 84 |
| Balance as of 31 December 2016 | 84 |
| Net book value as of 31 December 2016 | 9,412 |
| Net book value as of 31 December 2015 | 9,391 |
Investments and other changes during the three months of the year 2016
On 6 January 2016, implementing the tender offer, UAB ICOR acquired 5,877,675 shares of the Company. After the transaction, 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 reorganization of UAB Žaidas was finished. Method of reorganisation was separation. After separation of property, rights and responsibilities two new companies UAB Alytaus būstas and UAB Alytaus namų valda were established. After reaorganization the name of UAB Žaidas was changed into UAB Kauno centro būstas.
4. OTHER INTANGIBLE ASSETS
Movement of other intangible assets in 2016 Q1 and 2015 is presented below:
| COST: | |
|---|---|
| Balance as of 1 January 2015 | 19,501 |
| Additions arising from acquisitions of subsidiaries | 2,915 |
| Additions | 654 |
| Disposals | (1) |
| Exchange differences | (265) |
| Retirements | (6) |
| Reclassifications | 161 |
| Balance as of 31 December 2015 | 22,959 |
| Additions | 147 |
| Exchange differences | 68 |
| Reclassifications | 9 |
| Balance as of 31 March 2016 | 23,183 |
| ACCUMULATED AMORTISATION: | |
| Balance as of 1 January 2015 | 2,898 |
| Charge for the year | 1,089 |
| Exchange differences | (67) |
| Retirements | (6) |
| Balance as of 31 December 2015 | 3,914 |
| Charge for the period | 280 |
| Exchange differences | (21) |
| Balance as of 31 March 2016 | 4,173 |
| Net book value as of 31 March 2016 | 19,010 |
| Net book value as of 31 March 2015 | 19,045 |
5. PROPERTY, PLAND AND EQUIPMENT
| Buildings | Vehicles | Other property, plant and equipment |
Constru ction in progress* |
Total | |
|---|---|---|---|---|---|
| COST: | |||||
| Balance as of 1 January 2015 | 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 | 425 | 3,594 |
| 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 | 39 | 26,817 |
| Additions | - | 262 | 196 | 39 | 497 |
| Disposals | - | (48) | (5) | - | (53) |
| Exchange differences | 2 | 40 | 42 | (1) | 83 |
| Retirements | - | - | (14) | - | (14) |
| Reclassifications | - | - | 24 | (33) | (9) |
| Balance as of 31 March 2016 | 9,500 | 7,121 | 10,656 | 44 | 27,321 |
| ACCUMULATED DEPRECIATION: | |||||
| Balance as of 1 January 2015 | 1,768 | 2,474 | 1,680 | - | 5,922 |
| Charge for the year | 448 | 1,106 | 1,438 | - | 2,992 |
| Disposals | (358) | (56) | (45) | - | (459) |
| Exchange differences | 1 | (63) | (65) | - | (127) |
| Retirements | - | (15) | (71) | - | (86) |
| Balance as of 31 December 2015 | 1,859 | 3,446 | 2,937 | - | 8,242 |
| Charge for the period | 89 | 290 | 357 | - | 736 |
| Disposals | - | (44) | (3) | - | (47) |
| Exchange differences | - | 25 | 25 | - | 50 |
| Retirements | - | - | (12) | - | (12) |
| Balance as of 31 March 2016 | 1,948 | 3,717 | 3,304 | - | 8,969 |
| Net book value as of 31 December 2016 | 7,552 | 3,404 | 7,352 | 44 | 18,352 |
| Net book value as of 31 March 2015 | 7,639 | 3,421 | 7,476 | 39 | 18,575 |
* Includes prepayments for tangible and intangible assets.
6. TRADE RECEIVABLES
Trade receivables of the Group as of 31 March 2016 and 31 December 2015 were as follows:
| Balance as of 31 March 2016 |
Balance as of 31 December 2015 |
|
|---|---|---|
| Trade receivables, gross | 53,693 | 47,675 |
| Less: allowance for doubtful trade receivables | (7,562) | (6,852) |
| Trade receivables, net | 46,131 | 40,823 |
Trade receivables and other receivables generally have 30 - 90 days payment terms.
Non-current receivables mainly comprise of long-term part of receivables from public customers and long-term part of receivables for residential buildings' repair works performed.
- BORROWINGS
Borrowings of the Group and the Company as of 31 December 2015 and 31 December 2014 were as follows:
| Creditor | Currency | Balance as of 31 March 2016 |
Balance as of 31 December 2015 |
|---|---|---|---|
| SHORT TERM LOANS | |||
| Bank loans | EUR | 3,200 | 2,681 |
| Bank loans | PLN | 227 | 58 |
| SHORT TERM LOANS BALANCE | 3,427 | 2,739 | |
| LONG TERM LOANS | |||
| Bank loans | EUR | 17,679 | 16,793 |
| Minus: long term loans of the current year | (2,455) | (3,738) | |
| LONG TERM LOANS BALANCE | 15,244 | 13,055 |
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)
| 2016 Q1 | 2015 Q1 | |
|---|---|---|
| Services of subcontractors and materials used | 20,065 | 20,111 |
| Wages and salaries and social security | 14,382 | 14,106 |
| Depreciation | 292 | 285 |
| Cost of goods sold | - | 82 |
| Total cost of sales | 34,739 | 34,584 |
9. GENERAL AND ADMINISTRATIVE EXPENSES (continued operations)
| 2016 Q1 | 2015 Q1 | |
|---|---|---|
| Wages and salaries and social security | 3,078 | 3,153 |
| Depreciation and amortisation | 725 | 646 |
| Allowance for and write-off of receivables | 336 | 539 |
| Rent of premises and other assets | 276 | 162 |
| Consulting and similar expenses | 225 | 245 |
| Consulting and tax expenses related with acquisitions, disposals and reorganisation |
200 | 52 |
| Commissions for collection of payments | 181 | 150 |
| Taxes other than income tax | 141 | 121 |
| Computer software maintenance | 119 | 121 |
| Insurance | 89 | 98 |
| Transportation | 82 | 88 |
| Advertising | 73 | 107 |
| Fuel expenses | 72 | 117 |
| Communication expenses | 71 | 69 |
| Utilities | 71 | 56 |
| Representational costs | 67 | 76 |
| Business trips and training | 57 | 86 |
| Bank payments | 32 | 34 |
| Charity and support | 14 | 3 |
| Other | 473 | 140 |
| Total general and administrative expenses | 6,382 | 6,063 |
10. OTHER OPERATING INCOME (EXPENSES), NET (continued operations)
| 2016 Q1 | 2015 Q1 | |
|---|---|---|
| Income from rent | 52 | 93 |
| Gain (loss) on disposal of property, plant and equipment | 7 | 84 |
| Depreciation of rented assets | (12) | - |
| Other income (expenses), net | (18) | 85 |
| Total other operating activity | 29 | 262 |
11. FINANCE INCOME AND (EXPENSES), NET (continued operations)
| 2016 Q1 | 2015 Q1 | |
|---|---|---|
| Interest income | 303 | 318 |
| Foreign currency exchange gain | 69 | 543 |
| Gain on sale of investments | - | 1,435 |
| Other financial income | 12 | 7 |
| Total finance income | 384 | 2,303 |
| Interest (expenses) | (158) | (252) |
| Other financial (expenses) | - | (5) |
| Total finance (expenses) | (158) | (257) |
| Financial activity, net | 226 | 2,046 |
12. DIVIDENDS PER SHARE
| 2016 Q1 | 2015 Q1 | |
|---|---|---|
| Approved dividends | - | - |
| Number of shares (in thousand) | 31,610 | 31,610 |
| Approved dividends per share | - | - |
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 Lag&d controlled by the same ultimate parent;
- 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 Group companies);
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 three months of 2016 were sold in accordance of arm's length principle.
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.
| 2016 Q1 | Purchases | Sales | Receivables and prepayments |
Payables (long and short-term) |
|---|---|---|---|---|
| UAB ICOR Subsidiaries of UAB ICOR: |
126 | 3 | 1 | 653 |
| AB Axis Industries | 119 | 105 | 18 | 87 |
| Other subsidiaries of UAB Lag&d | 42 | 126 | 93 | 44 |
| Total | 287 | 234 | 112 | 784 |
14. SUBSEQUENT EVENTS
On April 2016 The Group, through its Polish subsidiary, acquired the company Parama Group sp. z o.o. engaged in administration of residential and commercial property as well as technical services for the related properties. Parama Group is a market leader in Warsaw region. Residential area under management of Parama Group amounts to 1.5 million square meters. At the moment of issuance of these financial statements Group's managements was not able to obtain reliable financial information of the newly acquired group and evaluate fair value of net assets as at the acquisition.
On 1 April 2016 reorganization of the companies UAB Šiaulių namų valda and UAB Apkaba was completed. After the process of reorganization UAB Apkaba was incorporated into UAB Šiaulių namų valda with all the assets, rights and obligations. UAB Apkaba ceased operations and was deregistered. After reorganization UAB Šiaulių namų valda name was changed to UAB Pietinis būstas, director and other contact details did not change.
On 30 April 2016 the Company's shares were delisted from trading on AB Nasdaq Vilnius. The shares of the Company will continue to be listed and traded on the Warsaw Stock Exchange.
On 5 May 2016 reorganization of the companies UAB Žirmūnų būstas and UAB Nemuno būsto priežiūra was completed. After the process of reorganization UAB Nemuno būsto priežiūra was incorporated into UAB Žirmūnų būstas with all the assets, rights and obligations. UAB Nemuno būsto priežiūra ceased operations and was deregistered. After reorganization UAB Žirmūnų būstas director and other contact details did not change.
On 23 May 2016, the Ordinary General Meeting of the Shareholders of the Company has been held. The shareholders approved the set of consolidated annual financial statement of the Company for 2015, distributed the Company's profit for the year 2015 and decided to grant right to the Company to acquire own shares.
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