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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.

  1. 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.

  1. 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