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City Service SE — Interim / Quarterly Report 2017
May 31, 2017
5564_rns_2017-05-31_f4401d17-acc7-44cf-a41b-638b81bd89bf.pdf
Interim / Quarterly Report
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CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS PERIOD ENDED 31MARCH, 2017 (UNAUDITED)
City Service SE
CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE MONTHS PERIOD ENDED 31 MARCH, 2017 (UNAUDITED)
Beginning of the reporting period 1 January 2017 End of the reporting period 31 March 2017
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 23 | |
| 5. PROPERTY, PLAND AND EQUIPMENT 24 | |
| 6. TRADE RECEIVABLES 25 | |
| 7. BORROWINGS 25 | |
| 8. COST OF SALES 26 | |
| 9. GENERAL AND ADMINISTRATIVE EXPENSES 26 | |
| 10. OTHER OPERATING INCOME (EXPENSES) 27 | |
| 11. FINANCE INCOME AND (EXPENSES) 27 | |
| 12. DIVIDENDS PER SHARE 27 | |
| 13. RELATED PARTY TRANSACTIONS 28 | |
| 14. SUBSEQUENT EVENTS 29 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | As of 31 March 2017 |
As of 31 December 2016 |
|
|---|---|---|---|
| Assets | |||
| NON-CURRENT ASSETS | |||
| Goodwill | 3 | 11,580 | 11,532 |
| Other intangible assets | 4 | 26,409 | 26,092 |
| Property, plant and equipment | 5 | 18,651 | 18,606 |
| Investment property | 156 | 160 | |
| Investments into associates | 184 | 184 | |
| Non-current receivables | 6 | 5,203 | 5,419 |
| Deferred income tax asset | 2,747 | 2,474 | |
| Total non-current assets | 64,930 | 64,467 | |
| CURRENT ASSETS | |||
| Inventories | 1,568 | 1,607 | |
| Prepayments | 1,517 | 1,125 | |
| Trade receivables | 6 | 35,951 | 34,718 |
| Receivables from related parties | 13 | 232 | 135 |
| Other receivables and current assets | 4,806 | 5,611 | |
| Cash and cash equivalents | 32,600 | 30,271 | |
| Total current assets | 76,674 | 73,467 | |
| Total assets | 141,604 | 137,934 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (cont'd)
| Notes | As of 31 March 2017 |
As of 31 December 2016 |
|
|---|---|---|---|
| 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 | 353 | 263 | |
| Retained earnings (deficit) | 39,842 | 38,002 | |
| 70,745 | 68,815 | ||
| Non-controlling interests | 346 | 317 | |
| TOTAL EQUITY | 71,091 | 69,132 | |
| Liabilities | |||
| Non-current liabilities | |||
| Non-current borrowings Financial lease obligations |
7 | 17,353 2,051 |
17,998 2,027 |
| Deferred income tax liabilities | 4,010 | 3,815 | |
| Non-current payables | 2,303 | 1,990 | |
| TOTAL NON-CURRENT LIABILITIES | 25,717 | 25,830 | |
| Current liabilities | |||
| Current portion of non-current borrowings | 7 | 3,144 | 2,989 |
| Current portion of financial lease obligations | 732 | 998 | |
| Short-term loans | 7 | - | 334 |
| Trade payables | 16,095 | 17,288 | |
| Payables to related parties | 13 | 1,219 | 1,112 |
| Advances received | 5,697 | 5,850 | |
| Other current liabilities | 17,909 | 14,401 | |
| TOTAL CURRENT LIABILITIES | 44,796 | 42,972 | |
| Total liabilities | 70,513 | 68,802 | |
| Total equity and liabilities | 141,604 | 137,934 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (for the period 1 January – 31 March)
| Notes | 2017 Q1 | 2016 Q1 | |
|---|---|---|---|
| Sales | 1.7 | 45,950 | 42,735 |
| Cost of sales | 8 | (36,937) | (34,739) |
| Gross profit (loss) | 9,013 | 7,996 | |
| General and administrative expenses | 9 | (7,391) | (6,382) |
| Other operating income, net | 10 | 87 | 29 |
| Profit (loss) from operations | 1,709 | 1,643 | |
| Finance income | 11 | 753 | 384 |
| Finance expenses | 11 | (156) | (158) |
| Profit (loss) before tax | 2,306 | 1,869 | |
| Income tax | (437) | (439) | |
| Net profit (loss) | 1,869 | 1,430 | |
| Other comprehensive income | |||
| Exchange differences on translation of foreign operations | 90 | 134 | |
| Total comprehensive income | 1,959 | 1,564 | |
| Attributable to: | |||
| The shareholders of the Company | 1,840 | 1,458 | |
| Non-controlling interests | 29 | (28) | |
| 1,869 | 1,430 | ||
| Total comprehensive income attributable to: | |||
| The shareholders of the Company | 1,930 | 1,592 | |
| Non-controlling interests | 29 | (28) | |
| 1,959 | 1,564 | ||
| Basic and diluted earnings per share (EUR) | 0.06 | 0.05 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| No tes |
Share capital |
Share premium |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Total | Non controlling interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| 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 | |
| Balance as of 1 January 2017 |
9,483 | 21,067 | (2,426) | 2,689 | 38,002 | 68,815 | 317 | 69,132 | |
| Net profit | - | - | - | - | 1,840 | 1,840 | 29 | 1,869 | |
| Other comprehensive income |
- | - | 90 | - | - | 90 | - | 90 | |
| Total comprehensive income |
- | - | 90 | - | 1,840 | 1,930 | 29 | 1,959 | |
| Balance as of 31 March 2017 |
9,483 | 21,067 | (2,336) | 2,689 | 39,842 | 70,745 | 346 | 71,091 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| Cash flows from (to) operating activities Net profit 1,869 1,430 Adjustments for non-cash items: Income tax expenses 437 439 Depreciation and amortisation 4,5 1,087 1,029 Impairment and discounting of accounts receivable 221 399 Loss on impairment and disposal of property plant and equipment 10 19 7 Result on remeasuring of assets and liabilities to liquidation value (subsidiary Concentra, see Note 1.7) (936) - Other financial activity, net (546) (140) 2,151 3,164 Changes in working capital: Decrease in inventories 85 102 (Increase) in receivables and other current assets (595) (4,575) (Increase) in prepayments (596) (115) Increase in trade payables and payables to related parties 342 626 Income tax (paid) (585) (277) Increase in advances received and other current liabilities 3,258 2,290 Net cash flows from (to) operating activities 4,060 1,215 Cash flows from (to) investing activities (Acquisition) of non-current assets (except investments) 4,5 (522) (318) Proceeds from sale of non-current assets 71 12 (Acquisition) of investments in subsidiaries (net of cash acquired in the Group) (9) - Interest received 72 223 Prepayment for investment - (3,153) Net cash flows from (to) investing activities (388) (3,236) Cash flows from (to) financing activities (Repayment) proceeds of loans (827) 1,569 (Repayment) of financial lease liabilities (398) (342) Interest (paid) (105) (161) Net cash flows (to) from financial activities (1,330) 1,066 Net increase (decrease) in cash and cash equivalents 2,342 (955) Foreign exchange difference (13) 57 Cash and cash equivalents at the beginning of the period 30,271 16,858 Cash and cash equivalents at the end of the period 32,600 15,960 |
Notes | 2017 Q1 | 2016 Q1 |
|---|---|---|---|
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 in the course of reorganization 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 the city of St. Petersburg 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 40.3 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. On 23 February 2017 Concentra Servicios y Mantenimiento, S.A., a Spanish subsidiary operating in commercial building administration segment, filled a petition for bankruptcy. In 2016 Concentra operations constituted 22% of the Group's total revenue.
1.2. SHARE CAPITAL OF THE COMPANY
The share capital of the Company is EUR 9,483 thousand as of 31 March 2017. 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 2017 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 2017 the total number of shareholders of the Company was 282.
Company's shares distribution among shareholders who have more than 5% shares of the Company as of 31 March 2017 was the following:
| Number of shares held |
Owned percentage of the share capital and votes, % |
|
|---|---|---|
| UAB ICOR, 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 2017 the City Service group consists of City Service SE and the following subsidiaries (hereinafter referred to as "the Group"):
| Company | Region | Share of the stock held by the Group as of 31 March 2017 |
Share of the stock held by the Group as of 31 March 2016 |
Main activities |
|---|---|---|---|---|
| UAB Alytaus bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Alytaus namǐ valda | Lithuania | 76% | 76% | Dormant |
| UAB Antakalnio bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Apkaba | Lithuania | - | 100% | Administration of dwelling-houses |
| UAB Aukštaitijos bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Baltijos bnjsto priežinjra | Lithuania | 100% | 100% | Dormant |
| UAB Baltijos NT valdymas | Lithuania | 100% | 100% | Real estate management |
| UAB Baltijos transporto valdymas |
Lithuania | 100% | 100% | Asset management |
| UAB Baltijos turto valdymas | Lithuania | 100% | 100% | Dormant |
| UAB Birštono bnjstas | Lithuania | 100% | 100% | Dormant |
| UAB Dainavos bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Danơs bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Economus | Lithuania | 100% | 100% | Administration of buildings |
| UAB Grindos bnjstas | Lithuania | 100% | - | Dormant |
| UAB Justiniškiǐ bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Jnjros bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Karoliniškiǐ bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Karoliniškiǐ turgus | Lithuania | 100% | 100% | Marketplace administration services |
| UAB Kauno centro bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Konarskio turgelis | Lithuania | 100% | 100% | Marketplace administration services |
| UAB Klaipơdos bnjstas LT | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Lazdynǐ butǐ njkis | Lithuania | 100% | 100% | Administration of dwelling-houses |
|---|---|---|---|---|
| UAB Lazdynǐ bnjstas | 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 Bnjstas | Lithuania | 100% | 100% | Commercial real estate management and building maintenance |
| UAB Mano Bnjsto Sauga | Lithuania | 100% | - | Security services |
| UAB Mano Sauga | Lithuania | 100% | 99.27% | Security services |
| UAB Mano sauga LT | Lithuania | 100% | 100% | Security services |
| UAB Nacionalinis renovacijos fondas |
Lithuania | 100% | - | Dormant |
| UAB Namǐ priežinjros centras | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Naujamiesþio bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Naujosios Vilnios turgavietơ |
Lithuania | 100% | 100% | Marketplace administration services |
| UAB Nemuno bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Nemuno bnjsto priežinjra | Lithuania | - | 100% | Dormant |
| UAB Tauragơs bnjstas | Lithuania | 100% | - | Dormant |
| UAB Pastatǐ priežinjra | Lithuania | 100% | 100% | Building maintenance |
| UAB Pašilaiþiǐ bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Pempininkǐ bnjstas | Lithuania | - | 100% | Administration of dwelling-houses |
| UAB Pietinis bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Radviliškio bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Skolos LT | Lithuania | 100% | 100% | Debt collection services |
| UAB Šilalơs bnjstas | Lithuania | 100% | - | Administration of dwelling-houses |
| UAB Šiauliǐ bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Šilutơs bnjstas | Lithuania | 99.84% | 99.84% | Administration of dwelling-houses |
| UAB Toirenta | Lithuania | 100% | - | Rental of bio toilets and sewage disposal services |
| UAB Vơtrungơs bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Vilkpơdơs bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
|---|---|---|---|---|
| UAB Vilniaus turgus | Lithuania | 100% | 100% | Dormant |
| UAB Vingio bnjstas | Lithuania | - | 100% | Administration of dwelling-houses |
| UAB Viršuliškiǐ bnjstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Visos apsaugos paslaugos | Lithuania | 100% | - | Dormant |
| UAB Žirmnjnǐ bnjstas | 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 |
| Aresi Euroinmo, S.L. | Spain | 100% | - | Dormant |
| Aresi Gestion Residencial, S.L. | 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% | 100% | Administration of dwelling-houses |
| Grupo Aresi de Inversiones, S.L. |
Spain | 100% | - | Holding company |
| Vetell dos iberica, S.L. | Spain | 100% | - | Administration of dwelling-houses |
| SIA CS | Latvia | 100% | 100% | Dormant |
| SIA Namu serviss APSE | Latvia | 100% | 100% | Administration of dwelling-houses |
| SIA City Service | Latvia | 100% | 100% | Commercial real estate management and building maintenance |
| SIA Latvijas Namsaimnieks | Latvia | 100% | - | Administration of dwelling-houses |
| SIA L-Namsaimnieks | Latvia | 100% | - | Administration of dwelling-houses |
| SIA Namserviss | Latvia | 100% | - | Dormant |
| Atrium 21 sp. z o.o. | Poland | 100% | - | Administration of dwelling-houses |
| 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 |
| Concierge - Zarządzanie NieruchomoĞciami sp. z o.o. |
Poland | 100% | - | Administration of dwelling-houses |
|---|---|---|---|---|
| Dom Best sp. z o.o. | Poland | 100% | - | Administration of dwelling-houses |
| EnergiaOK sp. z o.o. | Poland | 100% | 100% | Sale of electricity |
| Famix sp. z o.o. | Poland | 100% | 100% | Administration of dwelling-houses |
| Gerente - Serwis NieruchomoĞci sp. z o.o. |
Poland | 100% | - | Commercial real estate management and building maintenance |
| Grupa Techniczna 24 sp. z o.o. | Poland | 100% | 100% | Dormant |
| Home Rent sp. z o.o. | Poland | 50% | - | Administration of dwelling-houses |
| Hoone - Usługi Budowlane sp. z o.o. |
Poland | 100% | - | Construction and engineering |
| Parama Blue sp. z o.o. | Poland | 100% | - | Dormant |
| Parama Group sp. z o.o. | Poland | 100% | - | Holding company |
| Parama Red sp. z o.o. | Poland | 100% | - | Dormant |
| Parama Yellow sp. z o.o. | Poland | 100% | - | Dormant |
| Parama White sp. z o.o. | Poland | 100% | - | Dormant |
| Progresline sp. z o.o. | Poland | 100% | 100% | Administration of dwelling-houses |
| Santer Zarządzanie NieruchomoĞciami sp. z o.o. |
Poland | 100% | 100% | Administration of dwelling-houses |
| Skydas - Przeglądy Budowlane sp. z o.o. |
Poland | 100% | - | Construction and engineering |
| TED sp. z o.o. | Poland | 100% | - | Real estate management |
| Zespół Zarządców NieruchomoĞci sp. z o.o. |
Poland | 100% | 100% | Administration of dwelling-houses |
| ZZN Inwestycje sp. z o.o. | Poland | 100% | - | Dormant |
| OAO Cɢɬɢ ɋɟɪɜɢɫ / ɈȺɈ City service |
St. Petersburg |
100% | 100% | Administration of dwelling-houses |
| ɁAO Cɢɬɢ ɋɟɪɜɢɫ / ZAO City service |
St. Petersburg |
100% | 100% | Administration of dwelling-houses |
| OAO ɋɩɟɰɢɚɥɢɡɢ-ɪɨɜɚɧɧɨɟ ɪɟɦɨɧɬɧɨ-ɧɚɥɚɞɨɱɧɨɟ |
St. Petersburg |
100% | 100% | Construction and engineering |
| ɈɈɈ Ɇɇ Ƚɪɭɩɩ | St. Petersburg |
100% | 100% | Country holding company |
| ɈɈɈ ɀɢɥɤɨɦɫɟɪɜɢɫ ʋ 3 Ɏɪɭɧɡɟɧɫɤɨɝɨ ɪɚɣɨɧɚ |
St. Petersburg |
80% | 80% | Administration of dwelling-houses |
| ɈɈɈ ɑɢɫɬɵɣ ɞɨɦ | St. Petersburg |
100% | 100% | Maintenance and cleaning of territories |
| ɈɈɈ ɉɨɞɴɟɦɧɵɟ ɦɟɯɚɧɢɡɦɵ | St. Petersburg |
100% | 100% | Elevator installing & tech. support |
The Group's investment in an associate as of 31 March 2017 included an investment in Marijampolơs butǐ njkis UAB (34% of the share capital).
1.5. COMPANY'S SUPERVISORY BOARD
As of 31 March 2017, 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 Jaugielaviþius | Member of the Supervisory Board |
April 8, 2015 | April 9, 2019 |
| Artnjras 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 until 2015 the Chairman of the Board). He holds a Master's degree in Law. He works as a consultant for UAB ICOR and is the Chairman of the Board of UAB ICOR (since 2004).
Gintautas Jaugielaviþius
Gintautas Jaugielaviþius (born in 1971) is a Member of the Supervisory Board of City Service SE (since 2005 until 2015 a Member of the Board). He holds a Bachelor's degree in Economics. At present, he works as a consultant for UAB ICOR and is a Member of the Board of UAB ICOR (since 2004).
Artnjras Gudelis
Artnjras Gudelis (born in 1977) is a Member of the Supervisory Board of City Service SE (since 2015). He holds Bachelor's degree in economics and Master's degree in business management.
1.6. GROUP'S MANAGEMENT
As of 31 March 2017 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 Group | Start of employment |
|---|---|---|
| Tomas Kleiva | Member of the Management Board and acting CEO | 2006 |
| Edvinas Paulauskas | Executive Manager | 2005 |
| Vytautas Turonis | Head of Group's companies, operating in Lithuania | 2004 |
| Algơ Jablonskienơ | HR Director of City Service SE | 2017 |
| Anna Górecka – Kolasa | Head of the Group's companies, operating in Poland | 2013 |
| Vytautas Juneviþius | Chairman of the Board of Group's companies in St. Petersburg |
2006 |
| Tomas Gulbinas | Head of the Group's companies, operating in Spain (residential building administration) |
2009 |
They do not control any shares of the Company.
Tomas Kleiva
Tomas Kleiva (b. 1979) is the Financial Manager of City Service SE (since 2016). Prior to that, T. Kleiva was Financial Manager and Executive Manager of the Group's subsidiaries operating in St. Petersburg (2009 – 2016). He started to work in the Group as a Project Manager (2006 – 2009). T. Kleiva has a Master's degree in environmental engineering.
Tomas Kleiva is responsible for the activity of the Group's financial departments as well as Group's activities in St. Petersburg.
Since 23 February 2017 Tomas Kleiva acts as Member of the Board and acting CEO instead of J. Janukơnas until extraordinary meeting of shareholders of the company.
Edvinas Paulauskas
Edvinas Paulauskas (b. 1976) is the Executive Manager at City Service SE (since 2015). Previously he worked as the Commercial director (2008 – 2015). Edvinas Paulauskas started working in the Company as the Project Manager (2005 – 2006). He holds a Bachelor's degree in environmental engineering.
Edvinas Paulauskas is responsible for the Group's activities in Poland and Spain.
Vytautas Turonis
Vytautas Turonis (b. 1972) is the General Manager at Mano Bnjstas. 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.
1.6. GROUP'S MANAGEMENT (cont'd)
Algơ Jablonskienơ
Algơ Jablonskienơ (b. 1971) is the HR Director of City Service SE (since 2017). She has a Master's Degree (MA) in Psychology and an Executive Master of Business Administration Degree (EMBA). Previously Mrs. Jablonskienơ was working as the HR and Administration Director within international and local companies. She also brings nearly 10 years' experience as a business consultant.
Mrs. Jablonskienơ is responsible for guiding and managing the overall provision of Human Resources services, policies and programs within all City Service companies.
Anna Górecka – Kolasa
Anna Górecka – Kolasa (b. 1975) is the Head of the Group companies, operating in Poland. A. Górecka – Kolasa has been working for the Group since 2013, prior to that she held positions of Management and Control Director, Chief Analysis Specialist and Deputy Accountant General (2004 – 2013). A. Górecka-Kolasa has a higher education in the area of management and marketing.
A. Górecka-Kolasa is responsible for the Group's day-to-day activities in Poland.
Vytautas Juneviþius
Vytautas Juneviþius (b. 1965) has been the Chairman of the Board for the City Service Group companies, operating in St. Petersburg, since 2014. Mr. Juneviþius commenced his activities in the Group as the Head of Kaunas subsidiary (2007 – 2014). V. Juneviþius has a Bachelor's degree in management.
V. Juneviþius is responsible for the Group's activities in St. Petersburg.
Tomas Gulbinas
Tomas Gulbinas (b. 1966) has been Chairman of the Board of Grupo Aresi De Inversiones S.L, operating in residential buildings administration segment in Spain, since 2016. Previously Mr. Gulbinas was responsible for Group's company, operating in Stavropol (2011 – 2015). He started to work in Group as Šiauliai region manager of City Service (2009 – 2011). Mr. Gulbinas has Bachelor's degree in electronics engineering.
T. Gulbinas is responsible for the Group's residential buildings administration activities in Spain.
1.7. ACTIVITY AND SEGMENT INFORMATION
Information on main Group's geographical segments:
| 4 | Baltic states |
St. Petersburg | Poland | Spain | Total |
|---|---|---|---|---|---|
| Revenue: Total revenue |
18,751 | 13,746 | 7,529 | 5,924 | 45,950 45,950 |
| Segment results Unallocated expenses Profit from operations Net financial income Profit before income tax Income tax expenses Net profit for the year |
1,613 | 444 | 220 | (303)* | 1,974 (265) 1,709 597 2,306 (437) 1,869 |
| Other segment information Capital expenditure |
280 | 38 | 210 | 118 | 646 |
* Includes operating loss for three months of commercial property administration activity amounting to EUR 1,094 thousand as well as the positive effect of write-off of liabilities exceeding total assets at liquidation value available to satisfy claims of the creditors of EUR 936 thousand.
| 4 | Baltic states |
St. Petersburg | Poland | Spain | Total |
|---|---|---|---|---|---|
| Revenue: Total revenue |
17,221 | 9,542 | 6,645 | 9,327 | 42,735 42,735 |
| Segment results Unallocated expenses Profit from operations Net financial income Profit before income tax Income tax expenses Net profit for the year |
2,007 | (94) | 219 | (272) | 1,860 (217) 1,643 226 1,869 (439) 1,430 |
| Other segment information Capital expenditure |
302 | 6 | 229 | 107 | 644 |
1.7. ACTIVITY AND SEGMENT INFORMATION (cont'd)
On 23 February 2017 Concentra Servicios y Mantenimiento, S.A. has submitted a petition for bankruptcy to official institutions in Spain, authorized to initiate the bankruptcy procedure. The decision to ask for initiation of bankruptcy of Concentra has been made after evaluation of commercial property administration and cleaning sector prospects in Spain. The revenue of Concentra in 2016 amounted to EUR 38.1 million. In 2016 Concentra operations constituted 22% of the Group's total revenue. Direct effect of bankruptcy of Concentra on City Service SE stand-alone data resulted in impairment of loans provided and investment in a subsidiary amounting to EUR 4.8 million in 2016. Furthermore, in 2016 EUR 1.25 million accrual was made for City Service SE guarantees provided to Concentra which may be realized.
Information on main Group's geographical segments:
| Baltic states |
St. Petersburg | Poland | Spain | Total | |
|---|---|---|---|---|---|
| Sales to external customers |
|||||
| 2017 Q1 | 18,751 | 13,746 | 7,529 | 5,924 | 45,950 |
| 2016 Q1 | 17,221 | 9,542 | 6,645 | 9,327 | 42,735 |
| Baltic states |
St. Petersburg | Poland | Spain | Total | |
|---|---|---|---|---|---|
| Segment non-current assets As of 31 March 2017 |
42,004 | 2,205 | 17,647 | 3,074 | 64,930 |
| As of 31 March 2016 | 46,326 | 2,697 | 16,682 | 6,643 | 72,348 |
Main activity indicators for the Group:
| 2017 Q1 | 2016 Q1 | Change (%) | |
|---|---|---|---|
| Area of residential apartment buildings under administration (million square meters) |
30.3 | 25.9 | 17.0% |
| Area of public, commercial building and atypical properties under administration (million square meters) |
10.0 | 13.7 | (27.0%) |
| Number of employees | 4,964 | 5,382 | (7.8%) |
| Sales for the period | 45,950 | 42,735 | 7.5% |
| Sales (main activity) Gross margin |
30,461 29.6% |
36,047 22.2% |
(15.5%) 33.4% |
| EBITDA margin* | 9.2% | 7.4% | 23.8% |
| EBIT margin* | 5.6% | 4.6% | 23.1% |
| Net margin* | 6.1% | 4.0% | 54.7% |
| Number of shares (thousand) | 31,610 | 31,610 | 0.0% |
| Return on equity | 2.6% | 2.0% | 32.6% |
| Return on assets | 1.3% | 1.0% | 32.1% |
| Financial Net Debt to equity** | (17.0%) | 7.1% | (338.6%) |
* Calculated by reducing sales for the resale of utility services.
** Interest bearing debt (net of cash balance) to Shareholders' equity.
- 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 2017 by responsible persons listed in the confirmation, which is attached to the Interim Financial Statements.
- GOODWILL
COST:
| Balance as of 1 January 2016 | 9,475 |
|---|---|
| Additions | 2,053 |
| Exchange differences | 88 |
| Balance as of 31 December 2016 | 11,616 |
| Exchange differences | 48 |
| Balance as of 31 March 2017 | 11,664 |
| IMPAIRMENT | |
| Balance as of 1 January 2016 | 84 |
| Balance as of 31 December 2016 | 84 |
| Balance as of 31 March 2017 | 84 |
| Net book value as of 31 March 2017 | 11,580 |
| Net book value as of 31 December 2016 | 11,532 |
3. GOODWILL (cont'd)
Investments and other changes during the three months of the year 2017
On 12 January 2017 the Company, through its Lithuanian subsidiary, established new company UAB Nacionalinis Renovacijos fondas (share capital EUR 2.5 thousand).
On 13 January 2017 UAB Neries bnjstas company title was changed into UAB Tauragơs bnjstas. Director and other contact details did not change.
On 20 January 2017 the Company, through its Lithuanian subsidiary, established new company UAB Grindos bnjstas (share capital EUR 2.5 thousand).
On 24 January 2017 the Company, through its Spanish subsidiary, established new company Vetell dos ibérica, S.L. (share capital EUR 3 thousand) which manages facilities in Spain.
On 27 January 2017 the Company, through its Lithuanian subsidiary, acquired company UAB Visos apsaugos paslaugos (acquisition price EUR 12 thousand).
On 30 January 2017 SIA Latio Namsaimnieks company title was changed into SIA Latvijas Namsaimnieks. Director and other contact details did not change.
On 30 January 2017 SIA Latvijas Namsaimnieks company title was changed into SIA L-Namsaimnieks. Director and other contact details did not change.
On 30 January 2017 the Company, through its Spanish subsidiary, established two new companies Aresi Gestion Residencial, S.L. and Aresi Euroinmo, S.L.
On 23 February 2017 Concentra Servicios y Mantenimiento, S.A. has submitted a petition for bankruptcy to official institutions in Spain, authorized to initiate the bankruptcy procedure. The decision to ask for initiation of bankruptcy of Concentra has been made after evaluation of commercial property administration and cleaning sector prospects in Spain.
On 23 February 2017 the Management Board Member Jonas Janukơnas, acting as CEO, left the Company, following petition for bankruptcy of Concentra. Financial Director Tomas Kleiva acts as Member of the Board instead of J. Janukơnas until extraordinary meeting of shareholders of the company.
On 16 March 2017 reorganization of the companies UAB Šilalơs butǐ njkis and UAB Šilalơs bnjstas was completed. After the process of reorganization UAB Šilalơs bnjstas was incorporated into UAB Šilalơs butǐ njkis with all the assets, rights and obligations. UAB Šilalơs bnjstas ceased operations and was deregistered. After reorganization UAB Šilalơs butǐ njkis title was changed in to UAB Šilalơs bnjstas, director and other contact details did not change.
4. OTHER INTANGIBLE ASSETS
Movement of other intangible assets in 2017 Q1 and 2016 is presented below:
| COST: | |
|---|---|
| Balance as of 1 January 2016 | 22,959 |
| Additions arising from acquisitions of subsidiaries | 6,664 |
| Additions | 1,759 |
| Exchange differences | 21 |
| Retirements | (73) |
| Reclassifications | 9 |
| Balance as of 31 December 2016 | 31,339 |
| Additions | 157 |
| Exchange differences | 522 |
| Retirements | (47) |
| Balance as of 31 March 2017 | 31,971 |
| ACCUMULATED AMORTISATION: | |
| Balance as of 1 January 2016 | 3,914 |
| Charge for the year | 1,130 |
| Impairment | 289 |
| Exchange differences | (13) |
| Retirements | (73) |
| Balance as of 31 December 2016 | 5,247 |
| Charge for the period | 300 |
| Exchange differences | 33 |
| Retirements | (18) |
| Balance as of 31 March 2017 | 5,562 |
| Net book value as of 31 March 2017 | 26,409 |
|---|---|
| Net book value as of 31 December 2016 | 26,092 |
5. PROPERTY, PLAND AND EQUIPMENT
Movement of fixed assets in 2017 Q1 and 2016 is presented below:
| Buildings | Vehicles | Other property, plant and equipment |
Constru ction in progress* |
Total | |
|---|---|---|---|---|---|
| COST: | |||||
| Balance as of 1 January 2016 | 9,498 | 6,867 | 10,413 | 39 | 26,817 |
| Additions arising from acquisitions of subsidiaries | 3 | 18 | 245 | - | 266 |
| Additions | 334 | 1,030 | 1,381 | 536 | 3,281 |
| Disposals | (63) | (148) | (15) | - | (226) |
| Exchange differences | (62) | 122 | (127) | (5) | (72) |
| Retirements | - | - | (257) | - | (257) |
| Reclassifications | 449 | 47 | (3) | (88) | 405 |
| Balance as of 31 December 2016 | 10,159 | 7,936 | 11,637 | 482 | 30,214 |
| Additions | 49 | 154 | 190 | 96 | 489 |
| Disposals | (29) | (49) | (9) | (3) | (90) |
| Exchange differences | 100 | 141 | 343 | 17 | 601 |
| Retirements | (1) | - | (44) | - | (45) |
| Reclassifications | - | - | 1 | (1) | - |
| Balance as of 31 March 2017 | 10,278 | 8,182 | 12,118 | 591 | 31,169 |
| ACCUMULATED DEPRECIATION: | |||||
| Balance as of 1 January 2016 | 1,859 | 3,446 | 2,937 | - | 8,242 |
| Charge for the year | 391 | 1,182 | 1,575 | - | 3,148 |
| Impairment | - | - | 410 | - | 410 |
| Disposals | (14) | (135) | (4) | - | (153) |
| Exchange differences | - | 103 | (3) | - | 100 |
| Retirements | - | - | (225) | - | (225) |
| Reclassifications | 87 | 20 | (21) | - | 86 |
| Balance as of 31 December 2016 | 2,323 | 4,616 | 4,669 | - | 11,608 |
| Charge for the period | 116 | 277 | 395 | - | 788 |
| Disposals | (11) | (17) | (2) | - | (30) |
| Impairment | - | - | (9) | - | (9) |
| Exchange differences | 18 | 58 | 113 | - | 189 |
| Retirements | - | - | (28) | - | (28) |
| Balance as of 31 March 2017 | 2,446 | 4,934 | 5,138 | - | 12,518 |
| Net book value as of 31 March 2017 | 7,832 | 3,248 | 6,980 | 591 | 18,651 |
| Net book value as of 31 December 2016 | 7,836 | 3,320 | 6,968 | 482 | 18,606 |
* Includes prepayments for tangible and intangible assets.
6. TRADE RECEIVABLES
Trade receivables of the Group as of 31 March 2017 and 31 December 2016 were as follows:
| Balance as of 31 March 2017 |
Balance as of 31 December 2016 |
|
|---|---|---|
| Trade receivables, gross | 49,278 | 46,593 |
| Less: allowance for doubtful trade receivables | (9,452) | (9,107) |
| Less: remeasurement of trade receivables to liquidation value | (3,875) | (2,768) |
| Trade receivables, net | 35,951 | 34,718 |
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 March 2017 and 31 December 2016 were as follows:
| Creditor | Currency | Balance as of 31 March 2017 |
Balance as of 31 December 2016 |
|---|---|---|---|
| SHORT TERM LOANS | |||
| Bank loans | EUR | - | 110 |
| Bank loans | PLN | - | 224 |
| SHORT TERM LOANS BALANCE | - | 334 | |
| LONG TERM LOANS | |||
| Bank loans | EUR | 20,497 | 20,987 |
| Minus: long term loans of the current year | (3,144) | (2,989) | |
| LONG TERM LOANS BALANCE | 17,353 | 17,998 |
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 Bnjstas are pledged to Nordea Bank as well.
8. COST OF SALES
| 2017 Q1 | 2016 Q1 | |
|---|---|---|
| Services of subcontractors and materials used | 21,632 | 20,065 |
| Wages and salaries and social security | 13,617 | 14,382 |
| Depreciation | 293 | 292 |
| Other | 1,395 | - |
| Total cost of sales | 36,937 | 34,739 |
9. GENERAL AND ADMINISTRATIVE EXPENSES
| 2017 Q1 | 2016 Q1 | |
|---|---|---|
| Wages and salaries and social security | 4,463 | 3,078 |
| Depreciation and amortisation | 790 | 725 |
| Consulting and similar expenses | 701 | 225 |
| Rent of premises and other assets | 408 | 276 |
| Allowance for and write-off of receivables | 229 | 336 |
| Commissions for collection of payments | 182 | 181 |
| Computer software maintenance | 133 | 119 |
| Fuel expenses | 131 | 72 |
| Taxes other than income tax | 124 | 141 |
| Communication expenses | 111 | 71 |
| Insurance | 100 | 89 |
| Utilities | 96 | 71 |
| Representational costs | 75 | 67 |
| Transportation | 68 | 82 |
| Advertising | 66 | 73 |
| Business trips and training | 58 | 57 |
| Bank payments | 37 | 32 |
| Charity and support | 15 | 14 |
| Consulting and tax expenses related with acquisitions, disposals and reorganisation |
7 | 200 |
| Impairment of fixed assets | (41) | - |
| Result on remeasuring of assets and liabilities to liquidation value (subsidiary Concentra, see Note 1.7) |
(936) | - |
| Other | 574 | 473 |
| Total general and administrative expenses | 7,391 | 6,382 |
10. OTHER OPERATING INCOME (EXPENSES), NET
| 2017 Q1 | 2016 Q1 | |
|---|---|---|
| Income from rent | 55 | 52 |
| (Loss) gain on disposal of property, plant and equipment | (19) | 7 |
| Depreciation of rented assets | (4) | (12) |
| Other income, net | 55 | (18) |
| Total other operating activity | 87 | 29 |
11. FINANCE INCOME AND (EXPENSES), NET
| 2017 Q1 | 2016 Q1 | |
|---|---|---|
| Interest income | 120 | 303 |
| Gain on sale of investments | 633 | 69 |
| Other financial income | - | 12 |
| Total finance income | 753 | 384 |
| Interest (expenses) | (131) | (158) |
| Foreign currency exchange (loss) | (25) | - |
| Total finance (expenses) | (156) | (158) |
| Financial activity, net | 597 | 226 |
12. DIVIDENDS PER SHARE
| 2017 Q1 | 2016 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 1.4);
- T. Kleiva, E. Paulauskas, V. Turonis, A. Jablonskienơ͕A. Górecka Kolasa, V. Juneviþius, T. Gulbinas (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 2017 were sold in accordance of arm's length principle.
UAB Mano Bnjstas and Zespół Zarządców NieruchomoĞci sp. z o.o. have provided EUR 34.5 million guarantees each for City Service SE to Nordea Bank under credit agreement. Also, UAB Mano Bnjstas has provided EUR 5.75 million guarantee for City Service SE to Nordea Bank under bank account credit agreement. Shares of UAB Mano Bnjstas are pledged to Nordea Bank as well. City Service SE has provided EUR 1.25 million guarantees for Concentra to its clients.
| 2017 Q1 | Purchases | Sales | Receivables and prepayments |
Payables |
|---|---|---|---|---|
| UAB ICOR Subsidiaries of UAB ICOR: |
126 | 2 | 1 | 929 |
| AB Axis Industries | 72 | 73 | 83 | 197 |
| Other subsidiaries of UAB Lag&d | 7 | 100 | 148 | 93 |
| Total | 205 | 175 | 232 | 1,219 |
14. SUBSEQUENT EVENTS
On 5 April 2017 City Service SE sold Grupa Techniczna Sp. z o.o., enterprise code 122420503, a company active in Poland. The company was founded in 2014 and provided technical maintenance services to residential facilities and commercial facilities, managed by City Service group. City Service SE will continue investments in Poland in residential facility management market. Value of share sale – purchase agreement is EUR 46 thousand.
On 6 April 2017 the Company, through its Lithuanian subsidiary, acquired 57.71% stake in UAB Biržǐ butǐ njkis. Value of the share purchase amounts to EUR 48 thousand. At the moment of issuance of these financial statements Group's management was not able to obtain reliable financial information of the newly acquired company and evaluate fair value of net assets as at the acquistion.
On 13 April 2017 the Company, through its subsidiary operating in St. Peterburg, established new company OOO ȻȿɊɂɇȽ (share capital EUR 0.4 thousand). After establishment companies title was changed into OOO ''Ɍɟɪɪɢɬɨɪɢɹ ɤɨɦɮɨɪɬɚ".
On 21 April 2017 City Service received a lawsuit from Vilnius City municipality's administration and General Procurator's office. Quantum of the lawsuit is EUR 20.6 million. The Company is reasonably convinced that Vilnius City municipality's administration and General Procurator's office lawsuit on recovery of losses is without merit and legally unfounded. According to plaintiffs, losses might have arisen form public procurement agreement. Previously this agreement was investigated by Lithuanian courts and Supreme Court once and for all ruled that agreement is lawful, binding and, absolutely compliant with the laws. In spite of this, the term to file such kind of lawsuit to the court has long expired. As a result, the Company did not form any provisions related to this matter in the financial statements for the year 2017.
On 4 May 2017 the Extraordinary General Shareholders meeting of City Service SE has been held. The shareholders increased the number of members of the Management Board of the Company and provided that there may be 1 to 7 members of the Management Board and approved new wording of the Statutes.
On 10 May 2017 Concentra Servicios y Mantenimiento, S.A. received court decision, stating that bankruptcy administrator was appointed.
On 22 May 2017 the Annual General Meeting of Shareholders of the Company has been held. The shareholders approved the set of consolidated annual financial statements of the Company for 2016 and distributed the Company's profit for the year 2016.
City Service SE
Narva mnt. 5, 10117, Tallinn, the Republic of Estonia; address in Lithuania: Gynơjǐ str. 16, LT – 01109 Vilnius, Phone (+370 5) 2394900, fax (+370 5) 2394848, E-mail. [email protected] www.cityservice.eu
30
Consolidated interim financial statements for the three months period ended 31 March, 2017