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City Service SE — Interim / Quarterly Report 2016
Feb 28, 2017
5564_rns_2017-02-28_00a581b1-ace9-456f-b0f1-dc66ae3830e9.pdf
Interim / Quarterly Report
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CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER, 2016 (UNAUDITED)
City Service SE
CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER, 2016 (UNAUDITED)
Beginning of the reporting period 1 January 2016 End of the reporting period 31 December 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 9 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS 10 | |
| NOTES TO THE FINANCIAL STATEMENTS 12 | |
| 1. GENERAL INFORMATION 12 | |
| 1.1. ACTIVITIES 12 | |
| 1.2. SHARE CAPITAL OF THE COMPANY 12 | |
| 1.3. SHAREHOLDERS OF THE COMPANY 13 | |
| 1.4. CITY SERVICE GROUP 14 | |
| 1.5. COMPANY'S SUPERVISORY BOARD 18 | |
| 1.6. GROUP'S MANAGEMENT 19 | |
| 1.7. ACTIVITY AND SEGMENT INFORMATION 21 | |
| 2. ACCOUNTING POLICIES 23 | |
| 3. GOODWILL 23 | |
| 4. OTHER INTANGIBLE ASSETS 28 | |
| 5. PROPERTY, PLAND AND EQUIPMENT 29 | |
| 6. TRADE RECEIVABLES 30 | |
| 7. BORROWINGS 30 | |
| 8. COST OF SALES 31 | |
| 9. GENERAL AND ADMINISTRATIVE EXPENSES 31 | |
| 10. OTHER OPERATING INCOME (EXPENSES) 32 | |
| 11. FINANCE INCOME AND (EXPENSES) 32 | |
| 12. DIVIDENDS PER SHARE 32 | |
| 13. RELATED PARTY TRANSACTIONS 33 | |
| 14. SUBSEQUENT EVENTS 34 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | As of 31 December 2016 |
As of 31 December 2015 |
|
|---|---|---|---|
| Assets | |||
| NON-CURRENT ASSETS | |||
| Goodwill | 3 | 11,307 | 9,391 |
| Other intangible assets | 4 | 26,098 | 19,045 |
| Property, plant and equipment | 5 | 18,589 | 18,575 |
| Investment property | 160 | 479 | |
| Investments into associates | 238 | 238 | |
| Non-current receivables | 6 | 5,121 | 17,384 |
| Deferred income tax asset | 2,703 | 5,155 | |
| Total non-current assets | 64,216 | 70,267 | |
| CURRENT ASSETS | |||
| Inventories | 1,619 | 1,510 | |
| Prepayments | 1,251 | 1,495 | |
| Trade receivables | 6 | 35,336 | 40,823 |
| Receivables from related parties | 13 | 135 | 106 |
| Other receivables and current assets | 5,522 | 5,160 | |
| Cash and cash equivalents | 30,419 | 16,858 | |
| Total current assets | 74,282 | 65,952 | |
| Total assets | 138,498 | 136,219 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (cont'd)
| As of 31 | As of 31 | ||
|---|---|---|---|
| Notes | December 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 | 236 | (226) | |
| Retained earnings (deficit) | 38,070 | 39,811 | |
| 68,856 | 70,135 | ||
| Non-controlling interests | 312 | 434 | |
| TOTAL EQUITY | 69,168 | 70,569 | |
| Liabilities | |||
| Non-current liabilities | |||
| Non-current borrowings | 7 | 17,998 | 13,055 |
| Financial lease obligations | 2,055 | 1,661 | |
| Deferred income tax liabilities | 4,022 | 2,755 | |
| Non-current payables | 2,275 | 857 | |
| TOTAL NON-CURRENT LIABILITIES | 26,350 | 18,328 | |
| Current liabilities | |||
| Current portion of non-current borrowings | 7 | 2,989 | 3,738 |
| Current portion of financial lease obligations | 969 | 1,067 | |
| Short-term loans | 7 | 334 | 2,739 |
| Trade payables | 17,237 | 15,717 | |
| Payables to related parties | 13 | 1,112 | 818 |
| Advances received | 6,048 | 7,981 | |
| Other current liabilities | 14,291 | 15,262 | |
| TOTAL CURRENT LIABILITIES | 42,980 | 47,322 | |
| Total liabilities | 69,330 | 65,650 | |
| Total equity and liabilities | 138,498 | 136,219 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (for the period 1 January – 31
December)
| Notes | 2016 | 2015 | |
|---|---|---|---|
| Continued operations | |||
| Sales | 1.7 | 173,767 | 167,188 |
| Cost of sales | 8 | (141,797) | (132,603) |
| Gross profit (loss) | 31,970 | 34,585 | |
| General and administrative expenses | 9 | (26,225) | (28,858) |
| Other operating income, net | 10 | (284) | 156 |
| Profit (loss) from operations | 5,461 | 5,883 | |
| Finance income | 11 | 1,481 | 3,139 |
| Finance expenses | 11 | (1,249) | (1,552) |
| Share profit of associates | 11 | 67 | |
| Profit (loss) before tax | 5,704 | 7,537 | |
| Income tax | (4,378) | (1,353) | |
| Net profit (loss) from continued operations | 1,326 | 6,184 | |
| Discontinued operations | |||
| Net profit (loss) from discontinued operations | - | 1,549 | |
| Net profit (loss) | 1,326 | 7,733 | |
| Other comprehensive income | |||
| Exchange differences on translation of foreign operations | 432 | (223) | |
| Total comprehensive income | 1,758 | 7,510 | |
| Attributable to: | |||
| The shareholders of the Company | 1,450 | 8,100 | |
| Non-controlling interests | (124) | (367) | |
| 1,326 | 7,733 | ||
| Total comprehensive income attributable to: | |||
| The shareholders of the Company | 1,882 | 7,877 | |
| Non-controlling interests | (124) | (367) | |
| 1,758 | 7,510 | ||
| Basic and diluted earnings per share (EUR) | |||
| From continued operations | 0.05 | 0.21 | |
| From discontinued operations | - | 0.05 |
STATEMENTS OF COMPREHENSIVE INCOME (for the period 1 October – 31 December)
| 2016 Q4 | 2015 Q4 | |
|---|---|---|
| Continued operations | ||
| Sales | 50,005 | 45,932 |
| Cost of sales | (41,299) | (36,646) |
| Gross profit (loss) | 8,706 | 9.286 |
| General and administrative expenses | (6,363) | (7,063) |
| Other operating income, net | (245) | (703) |
| Profit (loss) from operations | 2,098 | 1,520 |
| Finance income | 701 | 847 |
| Finance expenses | (600) | (869) |
| Share profit of associates | 11 | 12 |
| Profit (loss) before tax | 2,210 | 1,510 |
| Income tax | (3,363) | (425) |
| Net profit (loss) from continued operations |
(1,153) | 1,085 |
| Discontinued operations | ||
| Net profit from discontinued operations | - | (151) |
| Net profit | (1,153) | 934 |
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 | - | - | - | - | 8,100 | - | 8,100 | (367) | 7,733 | |
| Other comprehensive income |
- | - | (223) | - | - | - | (223) | - | (223) | |
| Total comprehensive income |
- | - | (223) | - | 8,100 | - | 7,877 | (367) | 7,510 | |
| Dividends declared | 12 | - | - | - | - | (948) | - | (948) | - | (948) |
| Increase in share capital |
316 | (316) | - | - | - | - | - | - | - | |
| Effect of Euro adoption to share capital |
12 | - | - | - | (12) | - | - | - | - | |
| Disposal of subsidiaries |
- | - | (1,745) | - | - | 343 | (1,402) | 201 | (1,201) | |
| Balance as of 31 December 2015 |
9,483 | 21,067 | (2,882) | 2,656 | 39,811 | - | 70,135 | 434 | 70,569 | |
| Balance as of 1 January 2016 |
9,483 | 21,067 | (2,882) | 2,656 | 39,811 | - | 70,135 | 434 | 70,569 | |
| Net profit | - | - | - | - | 1,450 | - | 1,450 | (124) | 1,326 | |
| Other comprehensive income |
- | - | 432 | - | - | - | 432 | - | 432 | |
| Total comprehensive income |
- | - | 432 | - | 1,450 | - | 1,882 | (124) | 1,758 | |
| Dividends declared | 12 | - | - | - | - | (3,161) | - | (3,161) | - | (3,161) |
| Acquisition of non controlling interest |
- | - | - | - | - | - | - | 2 | 2 | |
| Transfer to legal reserve |
- | - | - | 30 | (30) | - | - | - | - | |
| Balance as of 31 December 2016 |
9,483 | 21,067 | (2,450) | 2,686 | 38,070 | - | 68,856 | 312 | 69,168 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| Notes | 2016 | 2015 * | |
|---|---|---|---|
| Cash flows from (to) operating activities | |||
| Net profit from continued operations | 1,326 | 6,184 | |
| Net profit from discontinued operations | - | 1,549 | |
| Adjustments for non-cash items: | |||
| Income tax expenses | 4,378 | 1,401 | |
| Depreciation and amortisation | 4,5 | 4,301 | 4,155 |
| Impairment and discounting of accounts receivable | 301 | 1,147 | |
| Loss on impairment and disposal of property plant and | |||
| equipment | 9,10 | 680 | 28 |
| Result on revaluation of accounts receivable and payables to | |||
| liquidation value (associated with subsidiary Concentra) | (4,017) | - | |
| (Gain) from sale of investments | - | (3,712) | |
| Other financial activity, net | 290 | (338) | |
| 7,259 | 10,414 | ||
| Changes in working capital: | |||
| (Increase) in inventories | (23) | (425) | |
| Decrease (increase) in receivables and other current assets | 16,424 | (508) | |
| Decrease (increase) in prepayments | 198 | (721) | |
| Increase (decrease) in trade payables and payables to related | 5,538 | (1,876) | |
| parties | |||
| Income tax (paid) | (1,706) | (2,078) | |
| (Decrease) increase in advances received and other current liabilities |
(426) | 2,634 | |
| Net cash flows from (to) operating activities | 27,264 | 7,440 | |
| Cash flows from (to) investing activities | |||
| (Acquisition) of non-current assets (except investments) | 4,5 | (3,503) | (2,731) |
| Proceeds from sale of non-current assets | 143 | 1,447 | |
| (Acquisition) of investments in subsidiaries (net of cash | |||
| acquired in the Group) | (7,244) | (2,068) | |
| Disposal of investments in subsidiaries and associates | - | 3,535 | |
| Dividends and interest received | 778 | 1,099 | |
| Net cash flows from (to) investing activities | (9,826) | 1,282 | |
| Cash flows from (to) financing activities | |||
| Dividends (paid) | (3,161) | (948) | |
| Proceeds (repayment) of loans | 964 | (2,047) | |
| (Repayment) of financial lease liabilities | (1,213) | (1,121) | |
| Interest (paid) | (773) | (931) | |
| Net cash flows (to) from financial activities | (4,183) | (5,047) | |
| Net increase (decrease) in cash and cash equivalents | 13,255 | 3,675 | |
| Foreign exchange difference | 306 | (236) |
* Group cash flows for 2015 comprise total consolidated Group, including discontinued operations.
CONSOLIDATED STATEMENT OF CASH FLOWS (cont'd)
| Notes | 2016 | 2015 * | |
|---|---|---|---|
| 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) | 30,419 | 16,858 | |
| Cash and cash equivalents at the end of the period | |||
| (discontinued operations) | - | - |
* 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 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 41.7 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 December 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 December 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 December 2016 the total number of shareholders of the Company was 297.
Company's shares distribution among shareholders who have more than 5% shares of the Company as of 31 December 2016 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 December 2016 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 December 2016 |
Share of the stock held by the Group as of 31 December 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% | Asset management |
| UAB Baltijos turto valdymas | Lithuania | 100% | 100% | Dormant |
| UAB Birštono būstas | 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 buildings |
| UAB Justiniškių būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Jūros būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| 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 Klaipėdos būstas LT | Lithuania | 100% | 100% | Administration of dwelling-houses |
| 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 Būsto Sauga | Lithuania | 100% | - | Security services |
| UAB Mano Sauga | Lithuania | 100% | 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% | 100% | Marketplace administration services |
| UAB Nemuno būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Nemuno būsto priežiūra | Lithuania | - | 100% | Dormant |
| UAB Neries būstas | Lithuania | 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% | Administration of dwelling-houses |
| UAB Pietinis būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Radviliškio būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Skolos LT | Lithuania | 100% | 100% | Debt collection services |
| UAB Šilalės butų ūkis | Lithuania | 100% | - | Administration of dwelling-houses |
| UAB Šilalės būstas | Lithuania | 100% | - | Dormant |
| UAB Šiaulių būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Šilutės būstas | Lithuania | 99.84% | 99.84% | Administration of dwelling-houses |
| UAB Toirenta | Lithuania | 100% | - | Rental of bio toilets and sewage disposal services |
| 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% | Administration of dwelling-houses |
| UAB Viršuliškių 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 |
| Grupo Aresi de Inversiones s. l. | Spain | 100% | - | Country holding company |
| 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 Nieruchomościami 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 Nieruchomości 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 Nieruchomościami 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 Nieruchomości sp. z o.o. |
Poland | 100% | 100% | Administration of dwelling-houses |
| ZZN Inwestycje sp. z o.o. | Poland | 100% | - | Dormant |
| OAO Cити Сервис / ОАО City service |
St. Petersburg |
100% | 100% | Administration of dwelling-houses |
| ЗAO Cити Сервис / ZAO City service |
St. Petersburg |
100% | 100% | Administration of dwelling-houses |
| OAO Специализи-рованное ремонтно-наладочное |
St. Petersburg |
100% | 100% | Construction and engineering |
| ООО МН Групп | St. Petersburg |
100% | 100% | Country holding company |
| ООО Жилкомсервис № 3 Фрунзенского района |
St. Petersburg |
80% | 80% | Administration of dwelling-houses |
| ООО Чистый дом | St. Petersburg |
100% | 100% | Maintenance and cleaning of territories |
| ООО Подъемные механизмы | St. Petersburg |
100% | 99% | Elevator installing & tech. support |
The Group's investment in an associate as of 31 December 2016 included an investment in Marijampolės butų ūkis UAB (34% of the share capital).
1.5. COMPANY'S SUPERVISORY BOARD
As of 31 December 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 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 Jaugielavičius
Gintautas Jaugielavičius (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).
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 December 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 Group | Start of employment |
|---|---|---|
| Jonas Janukėnas | A former Member of the Management Board (CEO) (until 23 Februrary 2017) |
2007 |
| Vytautas Turonis | Executive Manager for Lithuania | 2004 |
| Edvinas Paulauskas | Executive Manager | 2005 |
| Tomas Kleiva | Financial Director (since 23 Februrary – Member of the Management Board and acting CEO) |
2006 |
| Anna Górecka – Kolasa | Head of the Group companies, operating in Poland | 2013 |
| Vytautas Junevičius | Chairman of the Board of group companies in St. Petersburg | 2006 |
| Jonas Šimkevičius | Member of the Board of Group company, operating in Latvia | 2005 |
| Tomas Gulbinas | Head of the Group companies, operating in Spain (residential building administration) |
2009 |
They do not control any shares of the Company.
Jonas Janukėnas
Jonas Janukėnas (b. 1976) was a Member of the Board of City Service SE (2015 – 2017) and acted as a CEO of the Group. Since 2013 Mr Janukėnas was the General Manager, since 2007 – Financial and Administrative Manager. Mr Janukėnas was also the Chairman of the Board at UAB Mano Būstas (2012 – 2017). 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).
Jonas Janukėnas left the Group on 23 February 2017.
Vytautas Turonis
Vytautas Turonis (b. 1972) 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 (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 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 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.
Since 23 February 2017 Tomas Kleiva acts as Member of the Board and acting CEO instead of J. Janukėnas until extraordinary meeting of shareholders of the company.
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 activities in Poland.
Jonas Šimkevičius
Jonas Šimkevičius (b. 1980) is a Member of the Board of the company SIA 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) has been the Chairman of the Board for the City Service Group companies, operating in St. Petersburg, 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 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:
| 2016 | Baltic states |
St. Petersburg | Poland | Spain | Stavropol, discontinued operations |
Total |
|---|---|---|---|---|---|---|
| Revenue: Total revenue |
74,178 | 33,972 | 26,794 | 38,823 | - | 173,767 173,767 |
| Segment results Unallocated expenses Profit from operations Net financial income Profit before income tax Income tax expenses Net profit for the year |
6,808 | 3981 | (721)2 | (319)3 | - | 6,166 (705) 5,461 243 5,704 (4,378)4 1,326 |
| Other segment information Capital expenditure |
1,974 | 74 | 1,436 | 1,503 | - | 4,987 |
1 Includes EUR 670 thousand negative effect of regulatory changes to resale of utilities.
2 Includes EUR 323 thousand costs related with acquisition of new subsidiaries as well as EUR 474 thousand loss arising from development of technical services activities.
3 Includes operating loss for the year of commercial property administration activity amounting to EUR 3,375 thousand as well as positive effect of accounts payable and receivable revaluation for EUR 4,017 thousand and long-term assets impairment for amount of EUR 699 thousand.
4 Includes deferred tax asset impairment of EUR 3,127 thousand related with commercial property administration business in Spain.
| 2015 | Baltic states |
St. Petersburg | Poland | Spain | Stavropol, discontinued operations |
Total |
|---|---|---|---|---|---|---|
| Revenue: Total revenue |
68,400 | 32,447 | 24,918 | 41,423 | 7,650 | 174,838 174,838 |
| Segment results Unallocated expenses Profit from operations Net financial income Profit before income tax Income tax expenses Net profit for the year |
7,516 | 609 | (247)5 | (1,054)6 | (667) | 6,157 (941) 5,216 3,918 9,134 (1,401) 7,733 |
| Other segment information Capital expenditure |
2,299 | 125 | 1,492 | 332 | - | 4,248 |
5 Includes EUR 562 thousand loss, arising from the start of technical services activities.
6 Includes EUR 620 thousand redundancy costs.
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. Furthermore, 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 | Stavropol, discontinued operations |
Total | |
|---|---|---|---|---|---|---|
| Sales to external customers |
||||||
| 2016 | 74,178 | 33,972 | 26,794 | 38,823 | - | 173,767 |
| 2015 | 68,400 | 32,447 | 24,918 | 41,423 | 7,650 | 174,838 |
| Baltic states |
St. Petersburg | Poland | Spain | Total | |
|---|---|---|---|---|---|
| Segment non-current assets As of 31 December 2016 |
40,765 | 2,622 | 17,639 | 3,190 | 64,216 |
| As of 31 December 2015 | 48,553 | 2,372 | 12,740 | 6,602 | 70,267 |
Main activity indicators for the Group (continued operations):
| 2016 Q4 | 2015 Q4 | Change (%) | |
|---|---|---|---|
| Area of residential apartment buildings under administration (million square meters) |
29.3 | 25.4 | 15.4% |
| Area of public, commercial building and atypical properties under administration (million square meters) |
12.4 | 13.4 | (7.5%) |
| Number of employees | 5,559 | 5,291 | 5.1% |
| Sales for the period | 173,767 | 167,188 | 3.9% |
| Sales (main activity)* | 153,163 | 149,534 | 2.4% |
| Gross margin* | 20.9% | 23.1% | (9.8%) |
| EBITDA margin* | 6.4% | 6.7% | (4.8%) |
| EBIT margin* | 3.6% | 3.9% | (9.4%) |
| Net margin* | 0.9% | 4.1%*** | (79.1%) |
| Number of shares (thousand) | 31,610 | 31,610 | 0.0% |
| Return on equity | 1.9% | 11.0% | (82.5%) |
| Return on assets | 1.0% | 5.7% | (83.1%) |
| Financial Net Debt to equity** | (13.2%) | 3.8% | (447.1%) |
* 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 28 February 2017 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 |
| Acquisitions of subsidiaries | 1,808 |
| Exchange differences | 108 |
| Balance as of 31 December 2016 | 11,391 |
| 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 | 11,307 |
| Net book value as of 31 December 2015 | 9,391 |
3. GOODWILL (cont'd)
During reporting period the Company acquired Parama Group*, Dom Best sp. z o.o, TED sp. z o.o., UAB Toirenta, UAB Šilalės butų ūkis, SIA Latvijas Namsaimnieks** and SIA L-Namsaimnieks. At the acquisition of these subsidiaries a provisional goodwill of EUR 1,808 thousand has been accounted for. The goodwill appears due to expected synergies, which are expected to be derived from vertical expansion of business. The fair values of the identifiable assets and liabilities of Parama Group*, Dom Best sp. z o.o., TED sp. z o.o., UAB Toirenta, UAB Šilalės butų ūkis, SIA Latvijas Namsaimnieks** and SIA L-Namsaimnieks at the date of acquisition were:
| Fair value of assets, liabilities and contingent liabilities of acquired subsidiaries |
Parama Group* |
Dom Best | TED | Toirenta | Šilalės būtų ūkis |
Latvijas Namsaim nieks** |
L-Namsaim nieks |
|---|---|---|---|---|---|---|---|
| At the date of acquisition |
1 April | 2 June | 8 August 12 August | 13 September |
3 October | 28 November |
|
| Intangible assets | 2,446 | 575 | 201 | 169 | 232 | 2,799 | 180 |
| Property, plant and equipment*** |
7 | 6 | 5 | 136 | - | 118 | 12 |
| Other non-current assets |
- | - | - | 7 | - | 21 | 569 |
| Deferred tax asset | 10 | - | - | 5 | - | 135 | - |
| Trade receivables | 142 | 12 | 25 | 60 | 27 | 359 | 147 |
| Other current assets | 303 | 19 | 47 | 22 | 156 | 319 | 50 |
| Total assets | 2,908 | 612 | 278 | 399 | 415 | 3,751 | 958 |
| Long-term liabilities | - | - | - | - | - | - | 572 |
| Current portion of long term liabilities |
- | - | - | 21 | - | 10 | 68 |
| Deferred tax liability | 475 | 109 | 38 | 25 | 35 | 414 | 27 |
| Trade payables | 117 | - | 21 | 36 | 59 | 258 | 41 |
| Other current liabilities | 26 | 29 | 27 | 65 | 121 | 502 | 106 |
| Total liabilities | 618 | 138 | 86 | 147 | 215 | 1,184 | 814 |
| Total identifiable net assets at fair value |
2,290 | 474 | 192 | 252 | 200 | 2,567 | 144 |
| attributable to equity | |||||||
| holders of the parent | 2,288 | 474 | 192 | 252 | 200 | 2,567 | 144 |
| attributable to non |
* Parama Group owns these subsidiaries: Atrium 21 sp. z o.o., Concierge - Zarządzanie Nieruchomościami sp. z o.o., Gerente - Serwis Nieruchomości sp. z o.o., Home Rent sp. z o.o., Hoone - Usługi Budowlane sp. z o.o., Parama Blue sp. z o.o., Parama Red sp. z o.o., Parama Yellow sp. z o.o., Parama White sp. z o.o., Skydas - Przeglądy Budowlane sp. z o.o.
controlling interests 2 - - - - - -
** SIA Latvijas Namsaimnieks also owns SIA Namserviss.
*** Including investment property.
3. GOODWILL (cont'd)
| Purchase consideration | Parama Group* |
Dom Best | TED | Toirenta | Šilalės būtų ūkis |
Latvijas Namsaim nieks** |
L-Namsaim nieks |
|---|---|---|---|---|---|---|---|
| At the date of acquisition |
1 April | 2 June | 8 August 12 August | 13 September |
3 October | 28 November |
|
| Fair value of acquired assets, liabilities and contingent liabilities attributable to the Group |
2,288 | 474 | 192 | 252 | 200 | 2,567 | 144 |
| Non-controlling interests |
2 | - | - | - | - | - | - |
| Goodwill | 891 | 72 | 18 | 126 | 2 | 633 | 66 |
| Total purchase consideration |
3,181 | 546 | 210 | 378 | 202 | 3,200 | 210 |
| Cash acquired | 232 | 19 | 45 | 5 | 155 | 197 | 30 |
| Total purchase consideration, net of cash acquired |
2,949 | 527 | 165 | 373 | 47 | 3,003 | 180 |
At the date of the acquisition, the fair value of the trade receivables was EUR 627 thousand. The gross amount of trade receivables was EUR 1,555 thousand. The difference between the fair value and the gross amount is allowance for doubtful trade receivables.
*Parama Group owns these subsidiaries: Atrium 21 sp. z o.o., Concierge - Zarządzanie Nieruchomościami sp. z o.o., Gerente - Serwis Nieruchomości sp. z o.o., Home Rent sp. z o.o., Hoone - Usługi Budowlane sp. z o.o., Parama Blue sp. z o.o., Parama Red sp. z o.o., Parama Yellow sp. z o.o., Parama White sp. z o.o., Skydas - Przeglądy Budowlane sp. z o.o.
**SIA Latvijas Namsaimnieks also owns SIA Namserviss.
3. GOODWILL (cont'd)
Investments and other changes during the twelve 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 reorganization the name of UAB Žaidas was changed into UAB Kauno centro būstas.
On April 2016 the Company, 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.
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 continued 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 statements of the Company for 2015, distributed the Company's profit for the year 2015 and decided to grant a right to the Company to acquire own shares.
On 2 June 2016 the Company, through its Polish subsidiary, acquired Dom Best sp. z o.o., which manages residential facilities in Poland.
On 1 August 2016 the Company, through its Lithuanian subsidiary, established two new companies UAB Šilalės būstas and UAB Neries Būstas.
On 8 August 2016 the Company, through its Polish subsidiary, acquired company TED sp. z o.o., which manages residential facilities in Poland.
On 12 August 2016 the Company, through its Lithuanian subsidiary, acquired company UAB Toirenta, which provides bio toilets rent and sewage disposal services in Lithuania.
On 13 September 2016 the Company, through its Lithuanian subsidiary, acquired company UAB Šilalės butų ūkis, which manages residential facilities in Šilalė.
On 3 October 2016 the Company, through its Latvian subsidiary, acquired company SIA Latvijas Namsaimnieks (former SIA Latio Namsaimnieks), which manages 290 thousand sq. m. of residential facilities in Latvia. It also provides services to commercial objects, total 37 thousand sq. m.
3. GOODWILL (cont'd)
On 5 October 2016 the Company established new company in Spain Grupo Aresi De Inversiones S.L.
On 12 October 2016 the Company, through its Polish subsidiary, established new company ZZN Inwestycje sp. z o.o.
On 26 October 2016 the Company, through its Spanish subsidiary, bought two customer portfolios which administer 367 thousand sq. m. and 450 thousand sq. m. residential facilities in Spain respectively.
On 27 October 2016 reorganization of the company UAB Mano Sauga was completed and established new company UAB Mano Būsto Sauga. After the process of reorganization UAB Mano Sauga activity was separated into public and private sectors. Activity in private sector with all the assets, rights and obligations was transfered to newly established UAB Mano Būsto Sauga. UAB Mano Sauga will continue to provide services in public sector.
On 9 November 2016 reorganization of the companies UAB Žardės būstas, UAB Pempininkų būstas and UAB Vingio būstas was completed. After the process of reorganization UAB Pempininkų būstas and UAB Vingio būstas was incorporated into UAB Žardės būstas with all the assets, rights and obligations. UAB Pempininkų būstas and UAB Vingio būstas ceased operations and were deregistered. After reorganization UAB Žardės būstas director and other contact details did not change.
On 14 November 2016 UAB Žardės būstas company title was changed into UAB Klaipėdos būstas LT. Director and other contact details did not change.
On 17 November 2016 SIA City Service company title was changed into SIA CS. Director and other contact details did not change.
On 23 November 2016 SIA Riga City Service company title was changed into SIA City Service. Director and other contact details did not change.
On 28 November 2016 the Company, through its Latvian subsidiary, acquired company SIA L-Namsaimnieks (former SIA Latvijas Namsaimnieks), which manages manages 47 thousand sq. m. of residential facilities in Latvia.
On 19 December 2016 the Extraordinary General Meeting of the Shareholders of the Company has been held. The shareholders have decided to elect Ernst & Young Baltic AS, company code 10877299, as the audit company which shall perform the Company's and the Company's set of consolidated financial statements audit for the year 2016 and shall evaluate Company's consolidated annual report. Shareholders also have decided payment conditions for the audit services.
4. OTHER INTANGIBLE ASSETS
Movement of other intangible assets in 2016 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 arising from acquisitions of subsidiaries | 6,602 |
| Additions | 1,751 |
| Exchange differences | 96 |
| Retirements | (73) |
| Impairment | (289) |
| Reclassifications | 9 |
| Balance as of 31 December 2016 | 31,055 |
| ACCUMULATED AMORTISATION: | |
| Balance as of 1 January 2015 Charge for the year |
2,898 1,089 |
| Exchange differences | (67) |
| Retirements | (6) |
| Balance as of 31 December 2015 | 3,914 |
| Charge for the period | 1,130 |
| Exchange differences | (14) |
| Retirements | (73) |
| Balance as of 31 December 2016 | 4,957 |
| Net book value as of 31 December 2016 | 26,098 |
| Net book value as of 31 December 2015 | 19,045 |
5. PROPERTY, PLAND AND EQUIPMENT
Movement of fixed assets in 2016 and 2015 is presented below:
| 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 arising from acquisitions of subsidiaries | 3 | 18 | 210 | - | 231 |
| Additions | 334 | 1,030 | 1,380 | 537 | 3,281 |
| Disposals | (63) | (171) | (15) | - | (249) |
| Exchange differences | (64) | 128 | (94) | (3) | (33) |
| Retirements | - | - | (280) | - | (280) |
| Impairment | - | - | (410) | - | (410) |
| Reclassifications | 449 | 47 | (3) | (91) | 402 |
| Balance as of 31 December 2016 | 10,157 | 7,919 | 11,201 | 482 | 29,759 |
| 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 | 391 | 1,182 | 1,550 | - | 3,123 |
| Disposals | (15) | (140) | (4) | - | (159) |
| Exchange differences | - | 101 | 25 | - | 126 |
| Retirements | - | - | (248) | - | (248) |
| Reclassifications | 86 | 20 | (20) | - | 86 |
| Balance as of 31 December 2016 | 2,321 | 4,609 | 4,240 | - | 11,170 |
| Net book value as of 31 December 2016 | 7,836 | 3,310 | 6,961 | 482 | 18,589 |
| Net book value as of 31 December 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 December 2016 and 31 December 2015 were as follows:
| Balance as of 31 December 2016 |
Balance as of 31 December 2015 |
|
|---|---|---|
| Trade receivables, gross | 47,761 | 47,675 |
| Less: allowance for doubtful trade receivables | (12,425) | (6,852) |
| Trade receivables, net | 35,336 | 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 2016 and 31 December 2015 were as follows:
| Creditor | Currency | Balance as of 31 December 2016 |
Balance as of 31 December 2015 |
|---|---|---|---|
| SHORT TERM LOANS | |||
| Bank loans | EUR | 110 | 2,681 |
| Bank loans | PLN | 224 | 58 |
| SHORT TERM LOANS BALANCE | 334 | 2,739 | |
| LONG TERM LOANS | |||
| Bank loans | EUR | 20,987 | 16,793 |
| Minus: long term loans of the current year | (2,989) | (3,738) | |
| LONG TERM LOANS BALANCE | 17,998 | 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 | 2015 | |
|---|---|---|
| Services of subcontractors and materials used | 76,989 | 70,277 |
| Wages and salaries and social security | 60,436 | 56,893 |
| Depreciation | 1,143 | 1,306 |
| Cost of goods sold | 47 | 202 |
| Other | 3,182 | 3,925 |
| Total cost of sales | 141,797 | 132,603 |
9. GENERAL AND ADMINISTRATIVE EXPENSES (continued operations)
| 2016 | 2015 | |
|---|---|---|
| Wages and salaries and social security | 14,359 | 15,629 |
| Depreciation and amortisation | 3,110 | 2,748 |
| Consulting and similar expenses | 1,736 | 1,391 |
| Acrruals related with potentially realizible guarantees provided for Spanish subsidiary Concentra |
1,253 | - |
| Rent of premises and other assets | 1,199 | 934 |
| Commissions for collection of payments | 698 | 661 |
| Impairment of fixed assets | 696 | - |
| Computer software maintenance | 603 | 553 |
| Taxes other than income tax | 581 | 773 |
| Advertising | 499 | 565 |
| Representational costs | 438 | 365 |
| Consulting and tax expenses related with acquisitions, disposals and reorganisation |
414 | 432 |
| Communication expenses | 376 | 331 |
| Insurance | 364 | 361 |
| Transportation | 360 | 404 |
| Fuel expenses | 352 | 399 |
| Allowance for and write-off of receivables | 293 | 1,084 |
| Business trips and training | 290 | 381 |
| Utilities | 242 | 200 |
| Bank payments | 143 | 148 |
| Charity and support | 76 | 44 |
| Result on revaluation of accounts receivable and payables to liquidation value (associated with subsidiary Concentra) |
(4,017) | - |
| Other | 2,160 | 1,455 |
| Total general and administrative expenses | 26,225 | 28,858 |
10. OTHER OPERATING INCOME (EXPENSES), NET (continued operations)
| 2016 | 2015 | |
|---|---|---|
| Income from rent | 191 | 232 |
| Gain on disposal of property, plant and equipment | 16 | 28 |
| Depreciation of rented assets | (48) | (75) |
| Other income, net | (443) | (29) |
| Total other operating activity | (284) | 156 |
11. FINANCE INCOME AND (EXPENSES), NET (continued operations)
| 2016 | 2015 | |
|---|---|---|
| Interest income | 780 | 1,282 |
| Gain on sale of investments | - | 1,435 |
| Foreign currency exchange gain | 215 | 359 |
| Other financial income | 486 | 63 |
| Total finance income | 1,481 | 3,139 |
| Interest (expenses) | (692) | (946) |
| Foreign currency exchange (loss) | (525) | (451) |
| Other financial (expenses) | (32) | (155) |
| Total finance (expenses) | (1,249) | (1,552) |
| Financial activity, net | 232 | 1,587 |
12. DIVIDENDS PER SHARE
| 2016 | 2015 | |
|---|---|---|
| Approved dividends | 3,161 | 948 |
| Number of shares (in thousand) | 31,610 | 31,610 |
| Approved dividends per share | 0.10 | 0.03 |
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);
- − Mr J. Janukėnas (until 23 February 2017), V. Turonis, E. Paulauskas, V. Junevičius, J. Šimkevičius, A. Górecka – Kolasa, T. Kleiva, 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 twelve 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.
UAB Mano Būstas and Zespół Zarządców Nieruchomości 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 Būstas has provided EUR 5.75 million guarantee for City Service SE to Nordea Bank under bank account credit agreement. Shares of UAB Mano Būstas are pledged to Nordea Bank as well. City Service SE has provided EUR 1.25 million guarantees for Concentra to its clients.
| 2016 | Purchases | Sales | Receivables and prepayments |
Payables |
|---|---|---|---|---|
| UAB ICOR Subsidiaries of UAB ICOR: |
501 | 11 | - | 857 |
| AB Axis Industries | 452 | 393 | 60 | 154 |
| Other subsidiaries of UAB Lag&d | 463 | 578 | 75 | 101 |
| Total | 1,416 | 982 | 135 | 1,112 |
14. SUBSEQUENT EVENTS
On 12 January 2017 the Company, through its Lithuanian subsidiary, established new company UAB Nacionalinis Renovacijos fondas.
On 13 January 2017 UAB Neries būstas company title was changed into UAB Tauragės būstas. Director and other contact details did not change.
On 20 January 2017 the Company, through its Lithuanian subsidiary, established new company UAB Grindos būstas.
On 24 Januray 2017 the Company, through its Spanish subsidiary, acquired company Vetell dos ibérica S.L. which manages facilities in Spain. 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 27 January 2017 the Company, through its Lithuanian subsidiary, acquired company UAB Visos apsaugos paslaugos. 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 30 Janurary 2017 SIA Latio Namsaimnieks company title was changed into SIA Latvijas Namsaimnieks. Director and other contact details did not change.
On 30 Janurary 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 Janukėnas, 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. Janukėnas until extraordinary meeting of shareholders of the company.
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
35
Consolidated interim financial statements for the twelve months period ended 31 December, 2016