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City Service SE — Interim / Quarterly Report 2018
Nov 30, 2018
5564_rns_2018-11-30_30e99dbd-26d2-40b3-89ad-656b017b7ec0.pdf
Interim / Quarterly Report
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CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER, 2018 (UNAUDITED)
City Service SE
CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS PERIOD ENDED 30 SEPTEMBER, 2018 (UNAUDITED)
Beginning of the reporting period 1 January 2018 End of the reporting period 30 September 2018
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 | |
| STATEMENTS OF COMPREHENSIVE INCOME8 | |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 9 | |
| CONSOLIDATED STATEMENT OF CASH FLOWS 10 | |
| NOTES TO THE FINANCIAL STATEMENTS 11 | |
| 1.GENERAL INFORMATION 11 | |
| 1.1. ACTIVITIES 11 |
|
| 1.2. SHARE CAPITAL OF THE COMPANY 12 |
|
| 1.3. SHAREHOLDERS OF THE COMPANY 12 |
|
| 1.4. CITY SERVICE GROUP 13 |
|
| 1.5. COMPANY'S SUPERVISORY BOARD 17 |
|
| 1.6. COMPANY'S MANAGEMENT BOARD 18 |
|
| 1.8. ACTIVITY AND SEGMENT INFORMATION 21 |
|
| 2.ACCOUNTING POLICIES 23 | |
| 3.GOODWILL 23 | |
| 4.SIGNIFICANT EVENTS 25 | |
| 5.OTHER INTANGIBLE ASSETS 27 | |
| 6.PROPERTY, PLANT AND EQUIPMENT 28 | |
| 7.TRADE RECEIVABLES 29 | |
| 8.BORROWINGS 29 | |
| 9.COST OF SALES 30 | |
| GENERAL AND ADMINISTRATIVE EXPENSES 30 | |
| OTHER OPERATING INCOME (EXPENSES) 31 | |
| FINANCE INCOME AND (EXPENSES) 31 | |
| DIVIDENDS PER SHARE 31 | |
| RELATED PARTY TRANSACTIONS 32 | |
Declaration of the management
According to Management Board Regulations of City Service SE, Chairman of the Management Board hereby declares and confirms that according to his best knowledge, the financial statements, prepared according to the accounting standards in force, present a correct and fair view of the assets, liabilities, financial situation and loss or profit of the issuer and the undertakings involved in the consolidation as a whole, and the management report gives a correct and fair view of the development and results of the business activities and financial status of the issuer and the undertakings involved in the consolidation as a whole and contains a description of the main risks and doubts.
Chairman of the Management Board Artūras Gudelis
30 November 2018
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| As of 30 | As of 31 | ||
|---|---|---|---|
| Notes | September 2018 | December 2017 | |
| Assets | |||
| NON-CURRENT ASSETS | |||
| Goodwill | 3 | 14,346 | 11,597 |
| Other intangible assets | 5 | 28,374 | 27,870 |
| Property, plant and equipment | 6 | 19,239 | 18,463 |
| Investment property | 72 | 81 | |
| Investments into associates | 162 | 162 | |
| Non-current receivables | 7 | 6,035 | 5,791 |
| Deferred income tax asset | 3,007 | 2,693 | |
| Total non-current assets | 71,235 | 66,657 | |
| CURRENT ASSETS | |||
| Inventories | 2,080 | 1,493 | |
| Prepayments | 2,475 | 1,703 | |
| Trade receivables | 7 | 29,796 | 30,657 |
| Receivables from related parties | 14 | 475 | 169 |
| Other receivables and current assets | 5,519 | 5,324 | |
| Cash and cash equivalents | 4,785 | 7,797 | |
| Total current assets | 45,130 | 47,143 | |
| Total assets | 116,365 | 113,800 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (cont'd)
| As of 30 | As of 31 | ||
|---|---|---|---|
| Notes | September 2018 | December 2017 | |
| Equity and liabilities | |||
| Equity attributable to equity holders of the Company | |||
| Share capital | 9,483 | 9,483 | |
| Other reserves | 948 | 2,689 | |
| Share premium | 21,067 | 21,067 | |
| Foreign currency translation reserve | (2,850) | (2,499) | |
| Retained earnings (deficit) | 20,845 | 24,554 | |
| 49,493 | 55,294 | ||
| Non-controlling interests | 433 | 354 | |
| TOTAL EQUITY | 49,926 | 55,648 | |
| Liabilities | |||
| Non-current liabilities | |||
| Non-current borrowings | 8 | 16,730 | 14,611 |
| Financial lease obligations | 3,752 | 2,717 | |
| Deferred income tax liabilities | 3,539 | 3,747 | |
| Non-current payables | 1,929 | 2,272 | |
| TOTAL NON-CURRENT LIABILITIES | 25,950 | 23,347 | |
| Current liabilities | |||
| Current portion of non-current borrowings | 8 | 2,727 | 3,290 |
| Current portion of financial lease obligations | 541 | 995 | |
| Short-term loans | 8 | 8,381 | - |
| Trade payables | 10,634 | 13,951 | |
| Payables to related parties | 14 | 608 | 959 |
| Advances received | 5,170 | 5,275 | |
| Other current liabilities | 12,428 | 10,335 | |
| TOTAL CURRENT LIABILITIES | 40,489 | 34,805 | |
| Total liabilities | 66,439 | 58,152 | |
| Total equity and liabilities | 116,365 | 113,800 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (for the period 1 January – 30 September)
| Notes | 2018 Q3 | 2017 Q3 | |
|---|---|---|---|
| Sales | 1.8 | 116,760 | 118,110 |
| Cost of sales | 9 | (84,996) | (90,342) |
| Gross profit (loss) | 31,764 | 27,768 | |
| General and administrative expenses | 10 | (25,418) | (21,374) |
| Other operating activity, net | 11 | (258) | (366) |
| Profit (loss) from operations | 6,088 | 6,028 | |
| Finance income | 12 | 505 | 625 |
| Finance expenses | 12 | (1,074) | (985) |
| Profit (loss) before tax | 5,519 | 5,668 | |
| Income tax | (1,091) | (1,243) | |
| Net profit (loss) | 4,428 | 4,425 | |
| Other comprehensive income | |||
| Exchange differences on translation of foreign operations | (354) | (145) | |
| Total comprehensive income | 4,074 | 4,280 | |
| Attributable to: | |||
| The shareholders of the Company | 4,349 | 4,446 | |
| Non-controlling interests | 79 | (21) | |
| 4,428 | 4,425 | ||
| Total comprehensive income attributable to: | |||
| The shareholders of the Company | 3,995 | 4,301 | |
| Non-controlling interests | 79 | (21) | |
| 4,074 | 4,280 | ||
| Basic and diluted earnings per share (EUR) | 0.14 | 0.14 |
STATEMENTS OF COMPREHENSIVE INCOME (for the period 1 July – 30 September)
| 2018 Q3 | 2017 Q3 | |
|---|---|---|
| Sales | 35,815 | 33,703 |
| Cost of sales | (25,480) | (23,804) |
| Gross profit (loss) | 10,335 | 9,899 |
| General and administrative expenses | (8,366) | (7,578) |
| Other operating income, net | (113) | (652) |
| Profit (loss) from operations | 1,856 | 1,669 |
| Finance activity result, net | 130 | (254) |
| Profit (loss) before tax | 1,986 | 1,415 |
| Income tax | (328) | (372) |
| Net profit | 1,658 | 1,043 |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Notes | Share capital |
Share premium |
Foreign currency translation reserve |
Other reserves |
Retained earnings |
Total | Non controlling interest |
Total | |
|---|---|---|---|---|---|---|---|---|---|
| Balance as of 1 January 2017 |
9,483 | 21,067 | (2,426) | 2,689 | 38,002 | 68,815 | 317 | 69,132 | |
| Net profit | - | - | - | - | 4,446 | 4,446 | (21) | 4,425 | |
| Other comprehensive Income |
- | - | (145) | - | - | (145) | - | (145) | |
| Total comprehensive Income |
- | - | (145) | - | 4,446 | 4,301 | (21) | 4,280 | |
| Dividends declared | 13 | - | - | - | - | (19,598) | (19,598) | - | (19,598) |
| Disposal of subsidiaries | - | - | 17 | - | - | 17 | - | 17 | |
| Acquisition of non controling interest |
- | - | - | - | - | - | 35 | 35 | |
| Balance as of 30 September 2017 |
9,483 | 21,067 | (2,554) | 2,689 | 22,850 | 53,535 | 331 | 53,866 | |
| Balance as of 1 January 2018 |
9,483 | 21,067 | (2,499) | 2,689 | 24,554 | 55,294 | 354 | 55,648 | |
| Net profit | - | - | - | - | 4,349 | 4,349 | 79 | 4,428 | |
| Other comprehensive Income |
- | - | (354) | - | - | (354) | - | (354) | |
| Total comprehensive Income |
- | - | (354) | - | 4,349 | 3,995 | 79 | 4,074 | |
| Dividends declared | 13 | - | - | - | - | (9,799) | (9,799) | - | (9,799) |
| Transfer of other reserves | - | - | - | (1,741) | 1,741 | - | - | - | |
| Disposal of subsidiaries | - | - | 3 | - | - | 3 | - | 3 | |
| Balance as of 30 September 2018 |
9,483 | 21,067 | (2,850) | 948 | 20,845 | 49,493 | 433 | 49,926 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| Notes | 2018 Q3 | 2017 Q3 | |
|---|---|---|---|
| Cash flows from (to) operating activities | |||
| Net profit | 4,428 | 4,425 | |
| Adjustments for non-cash items: | |||
| Income tax expenses | 1,091 | 1,243 | |
| Depreciation and amortisation | 5,6 | 3,623 | 3,254 |
| Impairment and discounting of accounts receivable | 685 | 474 | |
| (Gain) loss on disposal of property, plant and equipment | 11 | (2) | 650 |
| Loss from sales of investments | 80 | 433 | |
| Result on remeasuring of assets and liabilities to liquidation value (subsidiary Concentra) |
- | (2,025) | |
| Other financial activity, net | 490 | (124) | |
| 10,395 | 8,330 | ||
| Changes in working capital: | |||
| (Increase) decrease in inventories | (387) | 104 | |
| (Increase) in receivables and other current assets | (146) | (2,883) | |
| (Increase) in prepayments | (977) | (957) | |
| (Decrease) increase in trade payables and payables to related parties |
(3,219) | 918 | |
| Income tax (paid) | (1,865) | (2,100) | |
| Increase in advances received and other current liabilities | 1,686 | 3,595 | |
| Net cash flows from operating activities | 5,487 | 7,007 | |
| Cash flows from (to) investing activities | |||
| (Acquisition) of non-current assets (except investments) | 5,6 | (3,996) | (3,367) |
| Proceeds from sale of non-current assets | 301 | 1,161 | |
| (Acquisition) of investments in subsidiaries (net of cash acquired in the Group) |
(3,127) | 13 | |
| Disposal of investments in subsidiaries | 4 | (422) | |
| Prepayment for investments | - | (166) | |
| Interest received | 115 | 299 | |
| Net cash flows (to) investing activities | (6,703) | (2,482) | |
| Cash flows from (to) financing activities | |||
| Dividends (paid) | (9,799) | (19,598) | |
| Proceeds of loans | 30,754 | 42 | |
| (Repayment) of loans | (21,348) | (2,317) | |
| (Repayment) of financial lease liabilities | (917) | (1,094) | |
| Interest (paid) | (326) | (307) | |
| Net cash flows (to) financial activities | (1,636) | (23,274) | |
| Net (decrease) in cash and cash equivalents | (2,852) | (18,749) | |
| Foreign exchange difference | (160) | 180 | |
| Cash and cash equivalents at the beginning of the period | 7,797 | 30,271 | |
| Cash and cash equivalents at the end of the period | 4,785 | 11,702 |
10
NOTES TO THE FINANCIAL STATEMENTS
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.
1.1. ACTIVITIES
City Service group provides facility management; maintenance and repair of engineering systems; management and renovation of energy resources; technical and energy audit of buildings; maintenance and cleaning of territories and premises; marketplaces administration; security services, catering services, maintenance and construction of gas stations.
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 35.3 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.
1.2. SHARE CAPITAL OF THE COMPANY
The share capital of the Company is EUR 9,483 thousand as of 30 September 2018. 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 30 September 2018 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
As of 30 September 2018 the total number of shareholders of the Company was 257.
COMPANY'S SHARES DISTRIBUTION AMONG SHAREHOLDERS WHO HAVE MORE THAN 5% SHARES OF THE COMPANY AS OF 28 SEPTEMBER 2018 (THE LAST OPERATING DAY IN SEPTEMBER OF ESTONIAN CENTRAL SECURITIES DEPOSITORY) WAS THE FOLLOWING:
| Number of shares held | Owned percentage of the share capital and votes, % |
|
|---|---|---|
| UAB ICOR, legal entity code 300021944, address: Ozo str. 12A, 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
AS OF 30 SEPTEMBER 2018 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 30 September 2018 |
Share of the stock held by the Group as of 30 September 2017 |
Main activities | |
|---|---|---|---|---|---|
| UAB Acta iuventus | Lithuania | 100% | - | Security services | |
| UAB Alytaus būstas | Lithuania | 100% | 100% | Administration of dwelling-houses | |
| UAB Alytaus namų valda | Lithuania | 76% | 76% | Dormant | |
| UAB Antakalnio būstas | Lithuania | 100% | 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 Biržų butų ūkis | Lithuania | 57.71% | 57.71% | Administration of dwelling-houses | |
| UAB Būsto mokėjimai | Lithuania | 100% | - | Dormant | |
| UAB Citenga | Lithuania | 100% | - | Dormant | |
| UAB City Service | Lithuania | 100% | - | Dormant | |
| UAB City Service Cleaning | Lithuania | 100% | - | Dormant | |
| UAB City Service Engineering | Lithuania | 100% | 100% | Commercial real estate management and building maintenance |
|
| UAB Connecto Pay | Lithuania | 100% | - | Dormant | |
| UAB CSG IT | Lithuania | 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 Energijos taupymo paslaugos |
Lithuania | 100% | - | Dormant | |
| UAB Energijos efektyvumo paslaugos |
Lithuania | 100% | - | Dormant | |
| UAB Grindos būstas | Lithuania | 100% | 100% | Dormant | |
| 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% | 100% | Administration of dwelling-houses | |
| UAB Klaipėdos būstas LT | Lithuania | 100% | 100% | Administration of dwelling-houses | |
| UAB Konarskio turgelis | Lithuania | 100% | 100% | Marketplace administration services | |
| UAB Lazdynų butų ūkis | Lithuania | 100% | 100% | Administration of dwelling-houses | |
| UAB Lazdynų būstas | Lithuania | 100% | 100% | Dormant |
| UAB Mano aplinka | Lithuania | 100% | 100% | Maintenance and cleaning of territories and premises |
|---|---|---|---|---|
| UAB Mano aplinka plius | Lithuania | 100% | 100% | Maintenance and cleaning of territories and premises |
| UAB Mano Būstas | Lithuania | 100% | 100% | Building maintenance |
| UAB Mano Būsto Sauga | Lithuania | 100% | 100% | Security services |
| UAB Mano būsto valdymas | Lithuania | 100% | - | Dormant |
| UAB Mano sauga LT | Lithuania | 100% | 100% | Security services |
| UAB Merlangas | Lithuania | 100% | - | Administration of dwelling-houses |
| UAB Nacionalinis renovacijos fondas |
Lithuania | 100% | 100% | Dormant |
| 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 Pastatų priežiūra | Lithuania | 100% | 100% | Building maintenance |
| UAB Pastatų valdymas | Lithuania | 100% | - | Administration of dwelling-houses |
| UAB Pašilaičių būstas | Lithuania | 100% | 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 Rinkų vystymas | Lithuania | 100% | 100% | Dormant |
| UAB Saugos projektų valdymas* | Lithuania | 100% | 100% | Security services |
| UAB Skolos LT | Lithuania | 100% | 100% | Debt collection services |
| UAB Šiaulių būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Šilalės būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Šilutės būstas | Lithuania | 99.84% | 99.84% | Administration of dwelling-houses |
| UAB Šiaulių NT valdymas | Lithuania | 100% | - | Dormant |
| UAB Tauragės būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Toirenta | Lithuania | 100% | 100% | Rental of bio toilets and sewage disposal services |
| UAB Unitechna | Lithuania | 100% | - | Maintenance and construction of gas stations |
| UAB Vaizdo stebėjimo sprendimai |
Lithuania | 100% | - | Dormant |
| 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 Viršuliškių būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Voverės | Lithuania | 100% | - | Catering services |
| UAB Žirmūnų būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| Administracion Urbana y Rural Chorro, S.L.U. |
Spain | 100% | 100% | Administration of dwelling-houses |
| Afinem administración de finques, S.L.U. |
Spain | 100% | 100% | Administration of dwelling-houses |
| Aresi administracion de fincas S. L. |
Spain | 100% | 100% | Administration of dwelling-houses |
| Aresi Euroinmo, S.L. | Spain | 100% | 100% | Dormant |
|---|---|---|---|---|
| Aresi Gestion residencial, S.L. | 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 |
| Eurobroker Advisors Sorreduria de Seguros, S.L. |
Spain | 100% | 100% | Insurance services |
| Euronamas Gestion de Fincas Madr, S.L. |
Spain | 100% | 100% | Administration of dwelling-houses |
| Euronamas Gestion de Fincas Mrc, S.L. |
Spain | 100% | 100% | Administration of dwelling-houses |
| Euronamas gestion de fincas Madrid, S.L. |
Spain | 100% | - | Administration of dwelling-houses |
| Grupo Aresi de Inversiones, S.L. | Spain | 100% | 100% | Holding company |
| Interlift Mantenimiento y Ascensores, S.L. |
Spain | 100% | 100% | Dormant |
| Vetell dos iberica, S.L.** | Spain | 100% | 100% | Administration of dwelling-houses |
| SIA City Service | Latvia | 100% | 100% | Holding company |
| SIA City Service Engineering | Latvia | 100% | 100% | Commercial real estate management and building maintenance |
| SIA Ēku pārvaldīšanas serviss | Latvia | 100% | 100% | Building maintenance |
| SIA Laba Enerģija | Latvia | 100% | 100% | Sale of electricity |
| SIA Latvijas Namsaimnieks | Latvia | 100% | 100% | Administration of dwelling-houses |
| SIA Namu serviss APSE | Latvia | 100% | 100% | Administration of dwelling-houses |
| Atrium 21 sp. z o.o. | Poland | 100% | 100% | Administration of dwelling-houses |
| City Service Poland sp. z o.o. | Poland | - | 100% | Dormant |
| City Service Polska sp. z o.o. | Poland | 100% | 100% | Country holding company |
| Certus-Serwis Sp. z o. o. | Poland | 100% | - | Administration of dwelling-houses |
| Concierge - Zarządzanie Nieruchomościami sp. z o.o. |
Poland | 100% | 100% | Administration of dwelling-houses |
| Dom Best sp. z o.o. | Poland | 100% | 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% | 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% | 100% | Dormant |
| Parama Group sp. z o.o. | Poland | 100% | 100% | Holding company |
| Parama Yellow sp. z o.o. | Poland | 100% | 100% | Dormant |
| Parama Red sp. z o.o. | Poland | 100% | 100% | Dormant |
| Parama White sp. z o.o. | Poland | 100% | 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% | 100% | Construction and engineering |
| TED sp. z o.o. | Poland | 100% | 100% | Real estate management |
| Tumieszkamy sp. z o. o. | Poland | 100% | - | Dormant |
| Wolska Aparthotel sp. z o. o. | Poland | 100% | - | Accommodation services |
| Zespół Zarządców Nieruchomości sp. z o.o. |
Poland | 100% | 100% | Administration of dwelling-houses |
| ZZN Inwestycje sp. z o.o. | Poland | 100% | 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 |
| OOO Специализи-рованное ремонтно-наладочное управление |
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% | 100% | Elevator installing & tech. support |
| OOO Территория комфорта | St. Petersburg | 100% | 100% | Dormant |
The Group's investment in an associate as of 30 September 2018 included an investment in Marijampolės butų ūkis UAB (34% of the share capital).
* The Group ceased to consolidate UAB Saugos projektų valdymas in its Financial statements after bankruptcy administrator was appointed on 24 July 2017, as from that date the Group has lost its control.
** The Group ceased to consolidate Concentra Servicios y Mantenimiento, S.A. (including sub-consolidated subsidiary Vetell dos iberica, S.L.) in its Financial statements after bankruptcy administrator was appointed on 10 May 2017, as from that date the Group has lost its control.
1.5. COMPANY'S SUPERVISORY BOARD
AS OF 30 SEPTEMBER 2018, 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 |
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).
1.6. COMPANY'S MANAGEMENT BOARD
AS OF 30 SEPTEMBER 2018, THE MANAGEMENT BOARD OF THE COMPANY COMPRISES OF THE FOLLOWING PERSONS:
| Name and surname | Position within the Group | Start of term | End of term |
|---|---|---|---|
| Artūras Gudelis | Chairman of the Management Board | June 26, 2017 | June 26, 2021 |
| Tomas Kleiva | Member of the Management Board | June 26, 2017 | June 26, 2021 |
| Edvinas Paulauskas | Member of the Management Board | June 26, 2017 | June 26, 2021 |
| Vytautas Turonis | Member of the Management Board | June 26, 2017 | June 26, 2021 |
| Algė Jablonskienė | Member of the Management Board | June 26, 2017 | June 26, 2021 |
| Ignas Krasauskas | Member of the Management Board | October 17, 2017 | October 17, 2021 |
They do not control any shares of the Company.
Artūras Gudelis
Artūras Gudelis (born in 1977) is a Chairman of the Management Board of City Service SE (since 2017). Artūras Gudelis was a Member of the Supervisory Board of City Service SE (2015 – 2017). He holds Bachelor's degree in Economics and Master's degree in Business Management.
Artūras Gudelis is responsible for carrying the formal functions of the chairman of the Management Board as well as for signing of the consolidated financial statements, representing the Company in the stock exchanges, securities depositories and in relations with the investors, as well as in all other general matters related to the Company.
Tomas Kleiva
Tomas Kleiva (born in 1979) is a Member of the Management Board of City Service SE (since 2017). Tomas Kleiva was acting CEO until new management structure of City Service SE was approved (23 February 2017 – 26 June 2017).
Prior to that, Tomas Kleiva was the Financial Manager of City Service SE (2016 - 2017) and 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). Tomas Kleiva has a Master's degree in Environmental Engineering.
Tomas Kleiva is responsible and accountable for any and all financial matters and operations within the Group in all the jurisdictions and carries functions of Group's CFO, except for Lithuania, Latvia and Estonia. Tomas Kleiva is also responsible for the organization and supervision of Group activities in Russia.
1.6. COMPANY'S MANAGEMENT BOARD (cont'd)
Edvinas Paulauskas
Edvinas Paulauskas (born in 1976) is a Member of the Management Board of City Service SE (since 2017). Previously he worked as the Executive Manager at City Service SE (2015 - 2017), Commercial director (2008 – 2015). Edvinas Paulauskas started working in the Company as the Project Manager (2005 – 2006). He holds a Bachelor's degree in an Environment Engineering.
Edvinas Paulauskas is responsible and accountable for the organization and supervision of Group activities (except for financial and HR matters) in Poland and Spain.
Vytautas Turonis
Vytautas Turonis (born in 1972) is a Member of the Management Board of City Service SE (since 2017). Vytautas Turonis woks as the General Manager at UAB Mano Būstas. 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 and accountable for the organization and supervision of Group activities (including the financial but except for HR matters) in Lithuania, Latvia and Estonia.
Algė Jablonskienė
Algė Jablonskienė (born in 1971) is a Member of the Management Board of City Service SE (since 2017). Previously she worked as the HR Director of City Service SE (2017). She has a Master's degree in Psychology and an Executive Master's degree in Business Administration. Previously Mrs. Jablonskienė was working as the Human Resources and Administration Director within international and local companies. She also brings nearly 10 years experience as a business consultant.
Mrs. Jablonskienė is responsible and accountable for human resources matters within the Group in all jurisdictions.
Ignas Krasauskas
Ignas Krasauskas (born in 1983) is a member of the Management Board of City Service SE (since 2017). He also is an Executive manager at Mano Būstas (since 2016). Mr. Krasauskas works in City Service SE since year 2007. Previously he worked as the director of Legal department at City Service SE (2007-2013) and the director of Administration and legal department at Mano Būstas (2013-2016). Mr. Krasauskas holds a Bachelors degree in Economics and a Masters degree in Law.
Ignas Krasauskas is responsible for the Group's information technology policy and enforcement, ecommerce and legal issues in countries.
19
1.7. GROUP'S MANAGEMENT
AS OF 30 SEPTEMBER 2018 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 |
|---|---|---|
| Anna Górecka – Kolasa | Head of the Group's companies, operating in Poland | 2013 |
| Larijus Lapinskas | Chairman of the Board of the Group companies operating in St. Petersburg |
2017 |
| Evgejij Grachiov | Head of the Group companies, operating in Spain (residential building administration) |
2012 |
They do not control any shares of the Company.
Anna Górecka – Kolasa
Anna Górecka - Kolasa (born 1975) is the Head of the Group companies, operating in Poland. Anna 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). Anna Górecka-Kolasa has a higher education in the area of management and marketing.
Anna Górecka-Kolasa is responsible for the Group's day-to-day activities in Poland.
Larijus Lapinskas
Larijus Lapinskas (born 1972) is the Chairman of the Board for the City Service Group companies, operating in St. Petersburg, since 2017. Larijus Lapinskas has a Bachelor's degree in Information Technology.
Larijus Lapinskas is responsible for the Group's activities in St. Petersburg.
Evgenij Grachiov
Evgenij Grachiov (born 1985) is the Chairman of the Board of Grupo Aresi De Inversiones S.L, operating in residential buildings administration segment in Spain, since 2017. Evgenij Grachiov works in Company since year 2012. Previously he worked as LEAN projects manager at City Service SE (2012 - 2017). E. Grachiov holds a Master's degree in an Industry Engineering and Management.
Evgenij Grachiov is responsible for the Group's residential buildings administration activities in Spain.
1.8. ACTIVITY AND SEGMENT INFORMATION
INFORMATION ON MAIN GROUP'S GEOGRAPHICAL SEGMENTS:
| 2018 Q3 | Baltic states | St. Petersburg | Poland | Spain | Total |
|---|---|---|---|---|---|
| Revenue: | 65,597 | 30,052 | 18,320 | 2,791 | 116,760 |
| Total revenue | 116,760 | ||||
| Segment results | 5,037 | 1,658 | 328 | 53 | 7,076 |
| Unallocated expenses | (988) | ||||
| Profit from operations | 6,088 | ||||
| Net financial income | (569) | ||||
| Profit before income tax | 5,519 | ||||
| Income tax expenses | (1,091) | ||||
| Net profit for the year | 4,428 | ||||
| OTHER SEGMENT INFORMATION |
|||||
| Capital expenditure | 3,056 | 369 | 476 | 1,448 | 5,349 |
| 2017 Q3 | Baltic states | St. Petersburg | Poland | Spain | Total |
|---|---|---|---|---|---|
| Revenue: | 60,526 | 30,129 | 19,157 | 8,298 | 118,110 |
| Total revenue | 118,110 | ||||
| Segment results | 5,661 | 1,196 | 25 | (270) | 6,612 |
| Unallocated expenses | (584) | ||||
| Profit from operations | 6,028 | ||||
| Net financial income | (360) | ||||
| Profit before income tax | 5,668 | ||||
| Income tax expenses | (1,243) | ||||
| Net profit for the year | 4,425 | ||||
| OTHER SEGMENT INFORMATION |
|||||
| Capital expenditure | 2,275 | 73 | 1,169 | 946 | 4,463 |
1.8. ACTIVITY AND SEGMENT INFORMATION (cont'd)
INFORMATION ON MAIN GROUP'S GEOGRAPHICAL SEGMENTS:
| Baltic states | St. Petersburg | Poland | Spain | Total | |
|---|---|---|---|---|---|
| Sales to external | |||||
| customers | |||||
| 2018 Q3 | 65,597 | 30,052 | 18,320 | 2,791 | 116,760 |
| 2017 Q3 |
60,526 | 30,129 | 19,157 | 8,298 | 118,110 |
| Baltic states | St. Petersburg | Poland | Spain | Total | |
|---|---|---|---|---|---|
| Segment non-current assets | |||||
| As of 30 September 2018 |
40,425 | 2,248 | 21,720 | 6,842 | 71,235 |
| As of 30 September 2017 |
39,779 | 2,622 | 17,099 | 4,013 | 63,513 |
MAIN ACTIVITY INDICATORS FOR THE GROUP:
| 2018 Q3 | 2017 Q3 | Change (%) | |
|---|---|---|---|
| Area of residential apartment buildings under administration (million square meters) |
31.3 | 30.2 | 3.6% |
| Area of public, commercial building and atypical properties under administration (million square meters) |
4.0 | 4.1 | (2.4%) |
| Number of employees | 4,280 | 4,162 | 2.8% |
| Sales for the period | 116,760 | 118,110 | (1.1%) |
| Sales (main activity)* | 99,848 | 100,698 | (0.8%) |
| Gross margin* | 31.8% | 27.6% | 15.2% |
| EBITDA margin* | 9.7% | 9.2% | 5.4% |
| EBIT margin* | 6.1% | 6.0% | 1.7% |
| Net margin* | 4.4% | 4.4% | - |
| Number of shares (thousand) | 31,610 | 31,610 | - |
| Return on equity | 8.9% | 8.2% | 8.5% |
| Return on assets | 3.8% | 4.0% | (5.0%) |
| Financial Net Debt to equity** | 46.2% | 13.6% | 239.7% |
* Calculated by reducing sales for the resale of utility services.
** Interest bearing debt (net of cash balance) to Shareholders' equity.
2. ACCOUNTING POLICIES
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union.
In the Interim Financial Statements same accounting policies and methods of computation are followed as compared with the most recent annual financial statements.
Interim Financial Statements are prepared in compliance with International Accounting Standard (IAS) 34 Interim financial reporting.
These Interim Financial Statements were authorised for issue on 30 November 2018 by responsible persons listed in the confirmation, which is attached to the Interim Financial Statements.
- GOODWILL
| COST: | |
|---|---|
| Balance as of 1 January 2017 | 11,616 |
| Additions | 122 |
| Disposals | (13) |
| Exchange differences | (44) |
| Balance as of 31 December 2017 | 11,681 |
| Additions | 2,871 |
| Disposals | (35) |
| Exchange differences | (87) |
| Balance as of 30 September 2018 | 14,430 |
| IMPAIRMENT | |
| Balance as of 1 January 2017 | 84 |
| Balance as of 31 December 2017 | 84 |
| Balance as of 30 September 2018 | 84 |
| Net book value as of 30 September 2018 | 14,346 |
| Net book value as of 31 December 2017 | 11,597 |
3. GOODWILL (cont'd)
During reporting period the Company through its subsidiary acquired UAB Acta iuventus, UAB Merlangas, UAB Pastatų valdymas, UAB Voverės and UAB Unitechna. At the acquisition of these subsidiaries a goodwill of EUR 2.871 thousand has been accounted for.
| Fair value of assets, liabilities and contingent liabilities of acquired |
Acta iuventus | Merlangas | Pastatų | Voverės | Unitechna |
|---|---|---|---|---|---|
| subsidiaries | valdymas | ||||
| At the date of acquisition | 18 January | 5 July | 5 July | 25 July | 9 August |
| Intangible assets | 11 | - | - | 2 | - |
| Property, plant and equipment | 160 | - | 11 | 90 | 85 |
| Deferred tax assets | - | - | - | 5 | - |
| Trade receivables | 27 | 7 | 272 | 173 | 357 |
| Other current assets | 9 | 16 | 2 | 11 | 604 |
| Total assets | 207 | 23 | 285 | 281 | 1,046 |
| Long-term liabilities | 186 | 11 | - | 10 | - |
| Current portion of long-term liabilities | - | 162 | - | - | 339 |
| Trade payables | 20 | 28 | 4 | 48 | 138 |
| Other current liabilities | 24 | 44 | 5 | 98 | 104 |
| Total liabilities | 230 | 245 | 9 | 156 | 581 |
| Total identifiable net assets at fair value | (23) | (222) | 276 | 125 | 465 |
| Fair value of acquired assets, liabilities | (23) | (222) | 276 | 125 | 465 |
| and contingent liabilities | |||||
| Goodwill | 312 | 479 | 64 | 446 | 1,570 |
| Total purchase consideration | 289 | 257 | 340 | 571 | 2,035 |
| Cash acquired | 2 | - | 1 | 4 | 358 |
| Total purchase consideration, net of | |||||
| cash acquired | 287 | 257 | 339 | 567 | 1,677 |
At the date of acquisition, the fair value of the trade receivables was EUR 836 thousand. The gross amount of trade receivables was EUR 893 thousand. The difference between the fair value and the gross amount is allowance for doubtful trade receivables.
4. SIGNIFICANT EVENTS
Investments and other changes during the nine months of the year 2018
On 12 January 2018 the Group, through its Polish subsidiary, established new company Tumieszkamy sp. z o. o. (the share capital EUR 1.2 thousand).
On 18 January 2018 the Group, through its Lithuanian subsidiary, acquired 100% stake in UAB Acta iuventus (acquisition price EUR 289 thousand) which provides security services.
On 28 February 2018 reorganization of the companies City Service Poland sp. z.o.o. and City Service Polska sp. z.o.o. was completed. After the process of reorganization City Service Poland sp. z.o.o. was incorporated into City Service Polska sp. z.o.o. with all the assets, rights and obligations. City Service Poland sp. z.o.o. ceased operations and was deregistered. After reorganization City Service Polska sp. z.o.o. management and other contact details did not change.
On 16 March 2018 the Group, through its Lithuanian subsidiary, established a new company UAB Citenga (share capital EUR 2.5 thousand).
On 23 March 2018 the Group, through its Lithuanian subsidiary, established a new company UAB Šiaulių NT valdymas (share capital EUR 2.5 thousand).
On 9 April 2018 the Group, through its Lithuanian subsidiary, established a new company UAB Energijos taupymo paslaugos (share capital EUR 2.5 thousand).
On 25 May 2018 the Group, through its Lithuanian subsidiary, established a new company UAB Energinio efektyvumo paslaugos (share capital EUR 2.5 thousand).
On 11 June 2018 Eurodrauda Correguria de Seguros, S.L.U. company title was changed into Eurobroker Advisors Sorreduria de Seguros, S.L. Other contact details did not change.
On 28 June 2018 the Annual General Meeting of Shareholder of the Company has been held. The shareholders approved the set of consolidated annual financial statements of the Company for 2017 and distributed the Companies profit for the year 2017.
On 5 July 2018 the Group, through its Lithuanian subsidiary, acquired 100% stake in UAB Merlangas (acquisition price EUR 257 thousand) which manages residential facilities in Panevėžys.
On 5 July 2018 the Group, through its Lithuanian subsidiary, acquired 100% stake in UAB Pastatų valdymas (acquisition price EUR 340 thousand) which manages residential facilities in Panevėžys.
On 12 July 2018 the Group, through its Lithuanian subsidiary, established a new company UAB City Service (share capital EUR 2.5 thousand).
On 12 July 2018 the Group, through its Lithuanian subsidiary, established a new company UAB CSG IT (share capital EUR 2.5 thousand).
On 12 July 2018 the Group, through its Lithuanian subsidiary, established a new company UAB Būsto aplinka (share capital EUR 2.5 thousand).
On 19 July 2018 the Group, through its Lithuanian subsidiary, established a new company UAB City Service Cleaning (share capital EUR 2.5 thousand).
On 25 July 2018 the Group, through its Lithuanian subsidiary, acquired 100% stake in UAB Voverės (acquisition price EUR 571 thousand) which provides catering services.
On 27 July 2018 OAO Специализи-рованное ремонтно-наладочное управление legal form was reorganized into OOO Специализи-рованное ремонтно-наладочное управлениe.
On 31 July 2018 the Group, through its Polish subsidiary, sold 100% stake in Gerente - Serwis Nieruchomości sp. z o.o. which provided commercial real estate management and building maintenance services. Value of share sale – purchase agreement is PLN 80 thousand. Net assets of disposed subsidiary as of 30 September 2018 amounted to PLN 374 thousand.
On 31 July 2018 the Group, through its Polish subsidiary, sold 100% stake in Hoone - Usługi Budowlane sp. z o.o. which provided Construction and engineering services. Value of share sale – purchase agreement is PLN 40 thousand. Net assets of disposed subsidiary as of 30 September 2018 amounted to PLN (54) thousand.
On 1 August 2018 reorganization of Zespół Zarządców Nieruchomości sp. z o.o. was completed. Method of reorganization was separation. After separation of property, rights and responsibilities was established a new company Wolska Aparthotel sp. z o.o. After reorganization Zespół Zarządców Nieruchomości sp. z o.o. management and other contact details did not change.
On 9 August 2018 City Service SE, through its Lithuanian subsidiary, acquired 100% stake in UAB "Unitechna"(acquisition price EUR 2,035 thousand). UAB "Unitehcna" provides gas station construction, equipment trading and technical maintenance services for the main gas stations operating in Lithuania.
On 20 August 2018 the Group, through its Lithuanian subsidiary, established a new company UAB Mano Būsto valdymas (share capital EUR 2.5 thousand).
On 28 August 2018 the Group, through its Lithuanian subsidiary, established a new company UAB Būsto mokėjimai (share capital EUR 2.5 thousand).
On 29 August 2018 UAB Būsto aplinka company title was changed into UAB Connecto Pay. Other contact details did not change.
On 4 September 2018 the Company signed a financing agreements with AB SEB bankas, enterprise code 112021238, which allows the Company to borrow up to EUR 42 million. The loan shall be used to finance active expansion of City Service group through acquisitions and to refinance existing loans.
5. OTHER INTANGIBLE ASSETS
Movement of other intangible assets in 2018 Q3 and 2017 is presented below:
| Total | |
|---|---|
| COST: | |
| Balance as of 1 January 2017 | 31,339 |
| Additions arising from acquisitions of subsidiaries | 478 |
| Additions through business acquisitions | 1,971 |
| Disposals of subsidiaries | (526) |
| Exchange differences | 422 |
| Retirements | (89) |
| Reclassifications | 175 |
| Balance as of 31 December 2017 | 33,770 |
| Additions arising from acquisitions of subsidiaries | 13 |
| Additions | 1,699 |
| Exchange differences | (343) |
| Retirements | (9) |
| Reclassifications | 27 |
| Balance as of 30 September 2018 | 35,157 |
| ACCUMULATED AMORTISATION: | |
| Balance as of 1 January 2017 | 5,247 |
| Charge for the year | 1,197 |
| Reversal of impairment | (34) |
| Disposals of subsidiaries | (511) |
| Exchange differences | 42 |
| Retirements | (41) |
| Balance as of 31 December 2017 | 5,900 |
| Charge for the period | 942 |
| Exchange differences | (50) |
| Retirements | (9) |
| Balance as of 30 September 2018 | 6,783 |
| Net book value as of 30 September 2018 | 28,374 |
| Net book value as of 31 December 2017 |
27,870 |
27
6. PROPERTY, PLANT AND EQUIPMENT
MOVEMENT OF FIXED ASSETS IN 2018 Q3 AND 2017 IS PRESENTED BELOW:
| Buildings | Vehicles | Other property, plant and equipment |
Construction in progress* |
Total | |
|---|---|---|---|---|---|
| COST: | |||||
| Balance as of 1 January 2017 | 10,159 | 7,936 | 11,637 | 482 | 30,214 |
| Additions arising from acquisitions of subsidiaries | 3 | 3 | 5 | - | 11 |
| Additions | 58 | 2,180 | 1,667 | 844 | 4,749 |
| Disposals of subsidiaries | - | (414) | (1,080) | - | (1,494) |
| Disposals | (1,432) | (76) | (50) | (3) | (1,561) |
| Exchange differences | 123 | 45 | 359 | 18 | 545 |
| Retirements | (116) | (50) | (298) | - | (464) |
| Reclassifications | 258 | 18 | 614 | (1,065) | (175) |
| Balance as of 31 December 2017 | 9,053 | 9,642 | 12,854 | 276 | 31,825 |
| Additions arising from acquisition of subsidiaries | - | 71 | 275 | - | 346 |
| Additions | 11 | 1,298 | 1,917 | 424 | 3,650 |
| Disposals | (306) | (85) | (28) | - | (419) |
| Exchange differences | (48) | (76) | (250) | (7) | (381) |
| Retirements | - | (27) | (360) | - | (387) |
| Reclassifications | 182 | - | (6) | (203) | (27) |
| Balance as of 30 September 2018 | 8,892 | 10,823 | 14,402 | 490 | 34,607 |
| ACCUMULATED DEPRECIATION: | |||||
| Balance as of 1 January 2017 | 2,323 | 4,616 | 4,669 | - | 11,608 |
| Charge for the year | 420 | 1,143 | 1,611 | - | 3,174 |
| Reversal of impairment | - | - | (39) | - | (39) |
| Disposals of subsidiaries | - | (167) | (925) | - | (1,092) |
| Disposals | (77) | (16) | (34) | - | (127) |
| Exchange differences | 17 | 12 | 93 | - | 122 |
| Retirements | (53) | (49) | (182) | - | (284) |
| Balance as of 31 December 2017 | 2,630 | 5,539 | 5,193 | - | 13,362 |
| Charge for the period | 308 | 972 | 1,394 | - | 2,674 |
| Disposals | (73) | (44) | (24) | - | (141) |
| Exchange differences | (3) | (47) | (110) | - | (160) |
| Retirements | - | (17) | (350) | - | (367) |
| Balance as of 30 September 2018 |
2,862 | 6,403 | 6,103 | - | 15,368 |
| Net book value as of 30 September 2018 | 6,030 | 4,420 | 8,299 | 490 | 19,239 |
| Net book value as of 31 December 2017 | 6,423 | 4,103 | 7,661 | 276 | 18,463 |
* Includes prepayments for tangible and intangible assets.
7. TRADE RECEIVABLES
TRADE RECEIVABLES OF THE GROUP AS OF 30 SEPTEMBER 2018 AND 31 DECEMBER 2017 WERE AS FOLLOWS:
| Balance as of | Balance as of | ||
|---|---|---|---|
| 30 September 2018 |
31 December 2017 | ||
| Trade receivables, gross | 39,566 | 39,973 | |
| Less: allowance for doubtful trade receivables | (9,770) | (9,316) | |
| Trade receivables, net | 29,796 | 30,657 |
Trade receivables and other receivables generally have 30 - 90 days payment terms.
Non-current receivables mainly comprise of long-term part of receivables for residential buildings' repair works performed.
- BORROWINGS
BORROWINGS OF THE GROUP AND THE COMPANY AS OF 30 SEPTEMBER 2018 AND 31 DECEMBER 2017 WERE AS FOLLOWS:
| Creditor | Currency | Balance as of 30 September 2018 |
Balance as of 31 December 2017 |
|---|---|---|---|
| SHORT-TERM LOANS | |||
| Bank loans | EUR | 7,972 | - |
| Bank loans | PLN | 409 | - |
| SHORT-TERM LOANS BALANCE | 8,381 | - | |
| LONG-TERM LOANS | |||
| Bank loans | EUR | 19,457 | 17,901 |
| Minus: long term loans of the current year | (2,727) | (3,290) | |
| LONG-TERM LOANS BALANCE | 16,730 | 14,611 |
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. Zespół Zarządców Nieruchomości sp. z o.o. also has pledged part of its fixed assets for overdraft agreement. Shares of UAB Mano Būstas and UAB City Service are pledged to AB SEB bankas as well.
9. COST OF SALES
| 2018 Q3 | 2017 Q3 | |
|---|---|---|
| Services of subcontractors and materials used | 54,305 | 54,777 |
| Wages and salaries and social security | 27,727 | 32,431 |
| Depreciation | 655 | 799 |
| Cost of goods sold | 155 | - |
| Other | 2,154 | 2,335 |
| Total cost of sales | 84,996 | 90,342 |
10. GENERAL AND ADMINISTRATIVE EXPENSES
| 2018 Q3 | 2017 Q3 | |
|---|---|---|
| Wages and salaries and social security | 13,474 | 12,937 |
| Depreciation and amortisation | 2,961 | 2,439 |
| Consulting and similar expenses | 1,390 | 1,482 |
| Rent of premises and other assets | 1,381 | 1,088 |
| Allowance for and write-off of receivables | 672 | 427 |
| Advertising | 518 | 319 |
| Commissions for collection of payments | 501 | 516 |
| Taxes other than income tax | 447 | 364 |
| Computer software maintenance | 423 | 375 |
| Representational costs | 375 | 252 |
| Insurance | 353 | 281 |
| Business trips and training | 345 | 253 |
| Fuel expenses | 301 | 332 |
| Utilities | 267 | 227 |
| Communication expenses | 262 | 280 |
| Bank payments | 142 | 116 |
| Transportation | 130 | 204 |
| Charity and support | 75 | 68 |
| Consulting and tax expenses related with acquisitions, disposals and reorganisation |
- | 51 |
| Result on remeasuring of assets and liabilities to liquidation value (associated with subsidiary Concentra) |
- | (2,025) |
| Other | 1,401 | 1,388 |
| Total general and administrative expenses | 25,418 | 21,374 |
11. OTHER OPERATING INCOME (EXPENSES)
| 2018 Q3 | 2017 Q3 | |
|---|---|---|
| Income from rent | 90 | 113 |
| Gain (loss) on disposal of property, plant and equipment | 2 | (650) |
| Depreciation of rented assets | (7) | (16) |
| Other (expenses) income, net | (343) | 187 |
| Total other operating activity | (258) | (366) |
12. FINANCE INCOME AND (EXPENSES)
| 2018 Q3 | 2017 Q3 | |
|---|---|---|
| Interest income | 162 | 424 |
| Foreign currency exchange gain | 343 | 201 |
| Total finance income | 505 | 625 |
| Interest (expenses) | (398) | (399) |
| Foreign currency exchange (loss) | (596) | (153) |
| Loss on sale of investments | (80) | (433) |
| Total finance (expenses) | (1,074) | (985) |
| Financial activity, net | (569) | (360) |
- DIVIDENDS PER SHARE
| 2018 Q3 | 2017 Q3 | |
|---|---|---|
| Approved dividends | 9,799 | 19,598 |
| Number of shares (in thousand) | 31,610 | 31,610 |
| Approved dividends per share | 0.31 | 0.62 |
14. 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 the ultimate parent of the company;
- UAB Lag&d controlled by the same ultimate parent;
- UAB ICOR the shareholder of the Company;
- Subsidiaries and associates of UAB ICOR (same ultimate controlling shareholder);
- Associates of City Service SE subsidiaries (for the list of the associates, see also Note 1.4);
- A. Gudelis, T. Kleiva, E. Paulauskas, V. Turonis, A. Jablonskienė, I. Krasauskas, A. Górecka Kolasa, L. Lapinskas, E. Grachiov (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.
UAB Mano būstas, Zespół Zarządców Nieruchomości sp. z o.o., SIA Latvijas Namsaimnieks and UAB City Service have provided surety for City Service SE to AB SEB bankas under credit agreement. Companies are liable to the extent of all its assets to the Bank with respect to the same amount as the City Service SE. Shares of UAB Mano Būstas and UAB City Service are pledged to AB SEB bankas as well.
Payables and receivables between related parties are non-interest bearing. Receivables and payables payment terms between the related parties are up to 15-30 days, except for the dividends and loans, which are repaid in accordance to the legal and contractual requirements, respectively.
| 2018 Q3 | Purchases | Sales | Receivables and prepayments |
Payables |
|---|---|---|---|---|
| UAB ICOR Subsidiaries of UAB ICOR: |
303 | 82 | 1 | 523 |
| AB Axis Industries | 16 | 51 | 17 | 3 |
| Other subsidiaries of UAB ICOR | 243 | 711 | 457 | 82 |
| Total | 562 | 844 | 475 | 608 |
15. SUBSEQUENT EVENTS
On 5 November 2018 the Group, through its Latvian subsidiary, established a new company SIA Connecto Pay (share capital EUR 2.8 thousand).
On 15 November 2018 City Service SE, through its Lithuanian subsidiary UAB Vaizdo stebėjimo sprendimai, acquired 100% stake in UAB ALGOS saugos tarnyba (acquisition price EUR 450 thousand). UAB ALGOS saugumo tarnyba provides security services. 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 16 November 2018 the Extraordinary General Meeting of Shareholder of the Company has been held. The shareholders elected Ernst & Young Baltic AS, as the audit company which shall perform the Company's and the Company's set of consolidated financial statements audit for the years 2018-2020 and shall evaluate Company's consolidated annual reports for the years 2018-2020. Shareholders also have set a renumeration for the audit listed above.
On 20 November 2018 UAB Grindos būstas company title was changed into UAB Neries būstas. Other contact details did not change.
City Service SE
Narva mnt. 5, 10117, Tallinn, the Republic of Estonia; address in Lithuania: Ozo str. 12A, LT – 08200 Vilnius, Phone (+370 5) 2394900, fax (+370 5) 2394848, E-mail. [email protected] www.cityservice.eu
Consolidated interim financial statements for the nine months period ended
30 September, 2018 (unaudited), thousand euros