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City Service SE — Interim / Quarterly Report 2017
Feb 28, 2018
5564_rns_2018-02-28_c2254b45-bff9-48b1-aaab-dd67bcca7092.pdf
Interim / Quarterly Report
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CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER, 2017 (UNAUDITED)
City Service SE
CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE TWELVE MONTHS PERIOD ENDED 31 DECEMBER, 2017 (UNAUDITED)
Beginning of the reporting period 1 January 2017 End of the reporting period 31 December 2017
Business name City Service SE Registration number 12827710 Telephone +370 5 239 49 00 Fax +370 5 239 48 48 E-mail [email protected] Auditor Ernst & Young Baltic AS
Legal address Narva mnt. 5, 10117 Tallinn, the Republic of Estonia Website http://www.cityservice.eu
| 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 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 |
|
| 1.7. GROUP'S MANAGEMENT 20 |
|
| 1.8. ACTIVITY AND SEGMENT INFORMATION 21 |
|
| 2.ACCOUNTING POLICIES 23 | |
| 3.GOODWILL 23 | |
| 4.SIGNIFICANT EVENTS 25 | |
| 5.OTHER INTANGIBLE ASSETS 28 | |
| 6.PROPERTY, PLANT AND EQUIPMENT 29 | |
| 7.TRADE RECEIVABLES 30 | |
| 8.BORROWINGS 30 | |
| 9.COST OF SALES 31 | |
| GENERAL AND ADMINISTRATIVE EXPENSES 31 | |
| OTHER OPERATING INCOME (EXPENSES) 32 | |
| FINANCE INCOME AND (EXPENSES) 32 | |
| DIVIDENDS PER SHARE 32 | |
| RELATED PARTY TRANSACTIONS 33 | |
| SUBSEQUENT EVENTS 34 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Notes | As of 31 | As of 31 | |
|---|---|---|---|
| December 2017 | December 2016 | ||
| Assets | |||
| NON-CURRENT ASSETS | |||
| Goodwill | 3 | 11,925 | 11,532 |
| Other intangible assets | 5 | 27,443 | 26,092 |
| Property, plant and equipment | 6 | 18,463 | 18,606 |
| Investment property | 81 | 160 | |
| Investments into associates | 185 | 184 | |
| Non-current receivables | 7 | 5,669 | 5,419 |
| Deferred income tax asset | 2,634 | 2,474 | |
| Total non-current assets | 66,400 | 64,467 | |
| CURRENT ASSETS | |||
| Inventories | 1,493 | 1,607 | |
| Prepayments | 1,718 | 1,125 | |
| Trade receivables | 7 | 31,017 | 34,718 |
| Receivables from related parties | 14 | 169 | 135 |
| Other receivables and current assets | 5,242 | 5,611 | |
| Cash and cash equivalents | 7,871 | 30,271 | |
| Total current assets | 47,510 | 73,467 | |
| Total assets | 113,910 | 137,934 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (cont'd)
| As of 31 | As of 31 | ||
|---|---|---|---|
| Notes | December 2017 | December 2016 | |
| Equity and liabilities | |||
| Equity attributable to equity holders of the Company | |||
| Share capital | 9,483 | 9,483 | |
| Reserves and share premium | 21,067 | 21,067 | |
| Other reserves | 213 | 263 | |
| Retained earnings (deficit) | 25,193 | 38,002 | |
| 55,956 | 68,815 | ||
| Non-controlling interests | 354 | 317 | |
| TOTAL EQUITY | 56,310 | 69,132 | |
| Liabilities | |||
| Non-current liabilities | |||
| Non-current borrowings | 8 | 14,611 | 17,998 |
| Financial lease obligations | 2,710 | 2,027 | |
| Deferred income tax liabilities | 3,751 | 3,815 | |
| Non-current payables | 1,833 | 1,990 | |
| TOTAL NON-CURRENT LIABILITIES | 22,905 | 25,830 | |
| Current liabilities | |||
| Current portion of non-current borrowings | 8 | 3,290 | 2,989 |
| Current portion of financial lease obligations | 1,002 | 998 | |
| Short-term loans | 8 | - | 334 |
| Trade payables | 13,827 | 17,288 | |
| Payables to related parties | 14 | 959 | 1,112 |
| Advances received | 5,324 | 5,850 | |
| Other current liabilities | 10,293 | 14,401 | |
| TOTAL CURRENT LIABILITIES | 34,695 | 42,972 | |
| Total liabilities | 57,600 | 68,802 | |
| Total equity and liabilities | 113,910 | 137,934 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(for the period 1 January – 31 December)
| Notes | 2017 Q4 | 2016 Q4 | |
|---|---|---|---|
| Sales | 1.8 | 161,057 | 174,267 |
| Cost of sales | 9 | (121,866) | (141,636) |
| Gross profit (loss) | 39,191 | 32,631 | |
| General and administrative expenses | 10 | (29,922) | (26,721) |
| Other operating activity, net | 11 | (573) | (557) |
| Profit (loss) from operations | 8,696 | 5,353 | |
| Finance income | 12 | 1,001 | 1,497 |
| Finance expenses | 12 | (994) | (1,269) |
| Share profit of associates | 1 | (54) | |
| Profit (loss) before tax | 8,704 | 5,527 | |
| Income tax | (1,914) | (4,261) | |
| Net profit (loss) | 6,790 | 1,266 | |
| Other comprehensive income | |||
| Exchange differences on translation of foreign operations | (66) | 456 | |
| Total comprehensive income | 6,724 | 1,722 | |
| Attributable to: | |||
| The shareholders of the Company | 6,789 | 1,385 | |
| Non-controlling interests | 1 | (119) | |
| 6,790 | 1,266 | ||
| Total comprehensive income attributable to: | |||
| The shareholders of the Company | 6,723 | 1,841 | |
| Non-controlling interests | 1 | (119) | |
| 6,724 | 1,722 | ||
| Basic and diluted earnings per share (EUR) | 0.21 | 0.04 |
STATEMENTS OF COMPREHENSIVE INCOME
(for the period 1 October – 31 December)
| 2017 Q4 | 2016 Q4 | |
|---|---|---|
| Sales | 42,947 | 49,780 |
| Cost of sales | (31,524) | (40,413) |
| Gross profit (loss) | 11,423 | 9,367 |
| General and administrative expenses | (8,548) | (6,859) |
| Other operating income, net | (207) | (518) |
| Profit (loss) from operations | 2,668 | 1,990 |
| Finance activity result, net | 367 | 97 |
| Share profit of associates | 1 | (54) |
| Profit (loss) before tax | 3,036 | 2,033 |
| Income tax | (671) | (3,799) |
| Net profit | 2,365 | (1,766) |
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 2016 |
9,483 | 21,067 | (2,882) | 2,656 | 39,811 | 70,135 | 434 | 70,569 | |
| Net profit | - | - | - | - | 1,385 | 1,385 | (119) | 1,266 | |
| Other comprehensive income |
- | - | 456 | - | - | 456 | - | 456 | |
| Total comprehensive income |
- | - | 456 | - | 1,385 | 1,841 | (119) | 1,722 | |
| Dividends declared | 13 | - | - | - | - | (3,161) | (3,161) | - | (3,161) |
| Acquisition of non-controlling interest |
- | - | - | - | - | - | 2 | 2 | |
| Transfer to legal reserve | - | - | - | 33 | (33) | - | - | - | |
| Balance as of 31 December 2016 |
9,483 | 21,067 | (2,426) | 2,689 | 38,002 | 68,815 | 317 | 69,132 | |
| Balance as of 1 January 2017 |
9,483 | 21,067 | (2,426) | 2,689 | 38,002 | 68,815 | 317 | 69,132 | |
| Net profit | - | - | - | - | 6,789 | 6,789 | 1 | 6,790 | |
| Other comprehensive income |
- | - | (66) | - | - | (66) | - | (66) | |
| Total comprehensive income |
- | - | (66) | - | 6,789 | 6,723 | 1 | 6,724 | |
| Dividends declared | 13 | - | - | - | - | (19,598) | (19,598) | - | (19,598) |
| Disposal of subsidiaries | - | - | 16 | - | - | 16 | - | 16 | |
| Acquisition of non-controlling interest |
- | - | - | - | - | - | 36 | 36 | |
| Balance as of 31 December 2017 |
9,483 | 21,067 | (2,476) | 2,689 | 25,193 | 55,956 | 354 | 56,310 |
CONSOLIDATED STATEMENT OF CASH FLOWS
| Notes | 2017 Q4 | 2016 Q4 | |
|---|---|---|---|
| Cash flows from (to) operating activities | |||
| Net profit | 6,790 | 1,266 | |
| Adjustments for non-cash items: | - | - | |
| Income tax expenses | 1,914 | 4,261 | |
| Depreciation and amortisation | 5,6 | 4,389 | 4,326 |
| Impairment and discounting of accounts receivable | 862 | 692 | |
| Loss from sale of investments | 12 | 421 | - |
| Loss (gain) on disposal of property plant and equipment | 11 | 728 | (10) |
| Result on remeasuring of assets and liabilities to liquidation value | (2,025) | (3,318) | |
| (subsidiary Concentra, see Note 1.8) Provisions for potential obligations from guarantees provided for |
|||
| subsidiary Concentra customers | - | 1,253 | |
| Other financial activity, net | (474) | 323 | |
| 12,605 | 8,793 | ||
| Changes in working capital: | |||
| Decrease (increase) in inventories | 20 | (14) | |
| (Increase) decrease in receivables and other current assets | (3,403) | 16,347 | |
| (Increase) decrease in prepayments | (980) | 279 | |
| (Decrease) increase in trade payables and payables to related parties |
(913) | 4,907 | |
| Income tax (paid) | (2,595) | (1,701) | |
| Increase (decrease) in advances received and other current liabilities | 2,029 | (1,580) | |
| Net cash flows from operating activities | 6,763 | 27,031 | |
| Cash flows from (to) investing activities | |||
| (Acquisition) of non-current assets (except investments) | 5,6 | (4,242) | (3,555) |
| Proceeds from sale of non-current assets (Acquisition) of investments in subsidiaries (net of cash acquired in |
995 | 199 | |
| the Group) | (406) | (7,185) | |
| Disposal of investments in subsidiaries and associates | (422) | - | |
| Interest received | 384 | 793 | |
| Net cash flows (to) investing activities | (3,691) | (9,748) | |
| Cash flows from (to) financing activities | |||
| Dividends (paid) | (19,598) | (3,161) | |
| (Repayment) proceeds of loans | (3,427) | 964 | |
| (Repayment) of financial lease liabilities | (1,820) | (1,213) | |
| Interest (paid) | (441) | (774) | |
| Net cash flows (to) financial activities | (25,286) | (4,184) | |
| Net (decrease) increase in cash and cash equivalents | (22,214) | 13,099 | |
| Foreign exchange difference | (186) | 314 | |
| Cash and cash equivalents at the beginning of the period | 30,271 | 16,858 | |
| Cash and cash equivalents at the end of the period | 7,871 | 30,271 |
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.
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 35.8 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. On 10 May 2017, Concentra received court decision, stating that bankruptcy administrator was appointed and from this date the Group ceased to consolidate it in its Financial statements. 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 2017. It is divided into 31,610 thousand ordinary shares with the nominal value of EUR 0.30 each. All shares of the Company are paid up.
The Company does not have any other classes of shares than ordinary shares mentioned above, there are no 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 2017 all 31,610 thousand ordinary shares of the Company are included into the Parallel Market of Warsaw Stock Exchange (ISIN Code of the shares is EE3100126368). Trading Code of the shares on Warsaw Stock Exchange is CTS.
1.3. SHAREHOLDERS OF THE COMPANY
As of 31 December 2017 the total number of shareholders of the Company was 269.
COMPANY'S SHARES DISTRIBUTION AMONG SHAREHOLDERS WHO HAVE MORE THAN 5% SHARES OF THE COMPANY AS OF 29 DECEMBER 2017 (THE LAST OPERATING DAY IN DECEMBER 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 31 DECEMBER 2017 THE CITY SERVICE GROUP CONSISTS OF CITY SERVICE SE AND THE FOLLOWING SUBSIDIARIES (HEREINAFTER REFERRED TO AS "THE GROUP"):
| Company | Region | Share of the stock held by the Group as of 31 December 2017 |
Share of the stock held by the Group as of 31 December 2016 |
Main activities |
|---|---|---|---|---|
| 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% | - | Administration of dwelling-houses |
| UAB City Service Engineering | Lithuania | 100% | - | Commercial real estate management and building maintenance |
| 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 Grindos būstas | Lithuania | 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 sauga LT | Lithuania | 100% | 100% | Security services |
| UAB Nacionalinis renovacijos fondas |
Lithuania | 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 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% | - | 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 butų ūkis | Lithuania | - | 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 Tauragės būstas | Lithuania | 100% | 100% | Administration of dwelling-houses |
| UAB Toirenta | Lithuania | 100% | 100% | Rental of bio toilets and sewage disposal services |
| 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 Žirmūnų būstas | Lithuania | 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 |
| Administración de Fincas Jimenez, S.L. |
Spain | 100% | - | Administration of dwelling-houses |
| Aresi administracion de fincas S. L. |
Spain | 100% | 100% | Administration of dwelling-houses |
| Aresi Euroinmo, S.L. | Spain | 100% | - | Dormant |
| Aresi Gestion residencial, S.L. | Spain | 100% | - | Administration of dwelling-houses |
| Concentra Servicios y Mantenimiento, S.A.(Note 1.8) |
Spain | 100% | 100% | Commercial real estate management and building maintenance |
| Elche administracion de fincas, S.L.U. |
Spain | 100% | 100% | Administration of dwelling-houses |
| Eurodrauda Correguria de Seguros, S.L.U. |
Spain | 100% | - | Dormant |
| Euronamas Gestion de Fincas Madr, S.L. |
Spain | 100% | - | Dormant |
| Euronamas Gestion de Fincas Mrc, S.L. |
Spain | 100% | - | Dormant |
| Grupo Aresi de Inversiones, S.L. | Spain | 100% | 100% | Holding company |
| Interlift Mantenimiento y Ascensores, S.L. |
Spain | 100% | - | Dormant |
| Vetell dos iberica, S.L. | Spain | 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% | - | Building maintenance |
| SIA Laba Enerģija | Latvia | 100% | - | Sale of electricity |
| SIA Latvijas Namsaimnieks | Latvia | 100% | 100% | Administration of dwelling-houses |
| SIA L-Namsaimnieks | Latvia | - | 100% | Administration of dwelling-houses |
| SIA Namserviss | Latvia | - | 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 Grupa Techniczna sp. z o.o. |
Poland | - | 100% | Building maintenance |
| City Service Poland sp. z o.o. | Poland | 100% | 100% | Dormant |
| City Service Polska sp. z o.o. | Poland | 100% | 100% | Country holding company |
| 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% | 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% | 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 |
| 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 |
| OAO 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% | - | Dormant |
The Group's investment in an associate as of 31 December 2017 included an investment in Marijampolės butų ūkis UAB (34% of the share capital).
1.5. COMPANY'S SUPERVISORY BOARD
AS OF 31 DECEMBER 2017, THE SUPERVISORY BOARD OF THE COMPANY COMPRISES OF THE FOLLOWING
PERSONS:
| Name and surname | Position | Start of term | End of term |
|---|---|---|---|
| Andrius Janukonis | Chairman of the Supervisory Board |
April 8, 2015 | April 9, 2019 |
| Gintautas 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 31 DECEMBER 2017, 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 Member of the Board and acting CEO instead of Jonas Janukėnas until was approved new management structure of City Service SE (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's 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's 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's 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's 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 and accountable for the Group's information technology policy and enforcement, e-commerce and legal issues in countries, where active activities are taking place.
1.7. GROUP'S MANAGEMENT
AS OF 31 DECEMBER 2017 AND AS OF DATE OF SUBMISSION OF THIS REPORT, THE KEY MANAGERS OF THE COMPANY AND OF THE GROUP ARE AS FOLLOWS:
| Name and surname | Position within the Group | Start of employment |
|---|---|---|
| Anna Górecka – Kolasa | Head of the Group's companies, operating in Poland | 2013 |
| Larijus Lapinskas | Chairman of the Board of the Group's companies, operating in St. Petersburg |
2017 |
| Evgenij Grachiov | Head of the Group's 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) has been 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) has been 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). Evgenij 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:
| 2017 Q4 | Baltic states | St. Petersburg | Poland | Spain | Total |
|---|---|---|---|---|---|
| Revenue: | 83,155 | 42,776 | 26,032 | 9,094 | 161,057 |
| Total revenue | 161,057 | ||||
| Segment results | 8,182 | 1,721 | 54 | (495) | 9,462 |
| Unallocated expenses | (766) | ||||
| Profit from operations | 8,696 | ||||
| Net financial income | 8 | ||||
| Profit before income tax | 8,704 | ||||
| Income tax expenses | (1,914) | ||||
| Net profit for the year | 6,790 | ||||
| OTHER SEGMENT INFORMATION |
|||||
| Capital expenditure | 3,336 | 118 | 1,290 | 1,976 | 6,720 |
| 2016 Q4 | Baltic states | St. Petersburg | Poland | Spain | Total |
|---|---|---|---|---|---|
| Revenue: | 74,211 | 34,439 | 26,794 | 38,823 | 174,267 |
| Total revenue | 174,267 | ||||
| Segment results | 2,811 | 526 | (1,091) | 3,8121 | 6,058 |
| Unallocated expenses | (705) | ||||
| Profit from operations | 5,353 | ||||
| Net financial income | 174 | ||||
| Profit before income tax | 5,527 | ||||
| Income tax expenses | (4,261) | ||||
| Net profit for the year | 1,266 | ||||
| OTHER SEGMENT INFORMATION |
|||||
| Capital expenditure | 1,971 | 74 | 1,432 | 1,563 | 5,040 |
1 Includes operating loss for the year of commercial property administration activity amounting to EUR 3,375 thousand as well as positive effect of write-off of liabilities exceeding total assets at liquidation value available to satisfy claims of the creditors of EUR 3,318 thousand.
1.8. 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. On 10 May 2017, Concentra received court decision, stating that bankruptcy administrator was appointed and from this date the Group ceased to consolidate this subsidiary in its Financial statements as from that date the Group has lost its effective control to it. Concentra is still presented in the Group's structure (Note 1.4) as City Service SE remains shareholder of the subsidiary until the end of bankruptcy process.
INFORMATION ON MAIN GROUP'S GEOGRAPHICAL SEGMENTS:
| Baltic states | St. Petersburg | Poland | Spain | Total | |
|---|---|---|---|---|---|
| Sales to external | |||||
| customers | |||||
| 2017 Q4 | 83,155 | 42,776 | 26,032 | 9,094 | 161,057 |
| 2016 Q4 | 74,211 | 34,439 | 26,794 | 38,823 | 174,267 |
| Baltic states | St. Petersburg | Poland | Spain | Total | |
|---|---|---|---|---|---|
| Segment non-current assets | |||||
| As of 31 December 2017 | 41,396 | 2,337 | 17,440 | 5,227 | 66,400 |
| As of 31 December 2016 | 41,416 | 2,617 | 17,244 | 3,190 | 64,467 |
MAIN ACTIVITY INDICATORS FOR THE GROUP:
| 2017 Q4 | 2016 Q4 | Change (%) | |
|---|---|---|---|
| Area of residential apartment buildings under administration (million square meters) |
31.6 | 29.3 | 7.8% |
| Area of public, commercial building and atypical properties under administration (million square meters) |
4.2 | 12.4 | (66.1%) |
| Number of employees | 4,202 | 5,559 | (24.4%) |
| Sales for the period | 161,057 | 174,267 | (7.6%) |
| Sales (main activity)* | 135,899 | 153,663 | (11.6%) |
| Gross margin* | 28.8% | 20.9% | 37.8% |
| EBITDA margin* | 9.6% | 6.4% | 50.0% |
| EBIT margin* | 6.4% | 3.6% | 77.8% |
| Net margin* | 5.0% | 0.9% | 455.6% |
| Number of shares (thousand) | 31,610 | 31,610 | - |
| Return on equity | 12.1% | 1.9% | 536.8% |
| Return on assets | 6.0% | 1.0% | 500.0% |
| Financial Net Debt to equity** | 17.8% | (13.2%) | (235.4%) |
* 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 28 February 2018 by responsible persons listed in the confirmation, which is attached to the Interim Financial Statements.
3. GOODWILL
| COST: | |
|---|---|
| Balance as of 1 January 2016 | 9,475 |
| Additions | 2,053 |
| Exchange differences | 88 |
| Balance as of 31 December 2016 | 11,616 |
| Acquisition of subsidiaries | 449 |
| Disposals of subsidiaries | |
| Exchange differences | (56) |
| Balance as of 31 December 2017 | 12,009 |
| IMPAIRMENT | |
| Balance as of 1 January 2016 | 84 |
| Balance as of 31 December 2016 | 84 |
| Balance as of 31 December 2017 | 84 |
| Net book value as of 31 December 2017 | 11,925 |
| Net book value as of 31 December 2016 | 11,532 |
3. GOODWILL (cont'd)
During reporting period the Company through its subsidiaries acquired UAB Visos apsaugos paslaugos, UAB Biržų butų ūkis, SIA Laba Enerģija, Administracion de Fincas Jimenez and Certus-Serwis Sp. z.o.o. At the acquisition of these subsidiaries a provisional goodwill of EUR 449 thousand has been accounted for.
| Fair value of assets, liabilities and contingent liabilities of acquired subsidiaries |
Visos apsaugos paslaugos |
Biržų butų ūkis |
Laba Enerģija |
Jimenez | Certus - Serwis |
|---|---|---|---|---|---|
| At the date of acquisition | 27 January | 6 April | 16 June | 1 October | 12 December |
| Intangible assets | - | 51 | - | - | - |
| Property, plant and equipment | - | 9 | 2 | - | - |
| Trade receivables | - | 96 | - | 3 | 2 |
| Deferred tax asset | - | 3 | - | 2 | - |
| Other current assets | 3 | 63 | 8 | 51 | 2 |
| Total assets | 3 | 222 | 10 | 56 | 4 |
| Trade payables | - | 22 | - | - | - |
| Deferred tax liability | - | 8 | - | - | - |
| Other current liabilities | 1 | 116 | 10 | 17 | 2 |
| Total liabilities | 1 | 146 | 10 | 17 | 2 |
| Total identifiable net assets at fair value | 2 | 76 | - | 39 | 2 |
| Fair value of acquired assets, liabilities | 2 | 76 | - | 39 | 2 |
| and contingent liabilities | |||||
| Goodwill | 10 | 8 | - | 325 | 106 |
| Total purchase consideration | 12 | 48 | - | 364 | 108 |
| Fair value of non-controlling interest | - | 36 | - | - | - |
| acquired | |||||
| Cash acquired | 3 | 62 | 8 | 51 | 2 |
| Total purchase consideration, net of | |||||
| cash acquired | 9 | 22 | (8) | 313 | 106 |
At the date of acquisition, the fair value of the trade receivables was EUR 101 thousand. The gross amount of trade receivables was EUR 111 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 year 2017
On 12 January 2017 the Company, through its Lithuanian subsidiary, established new company UAB Nacionalinis renovacijos fondas (share capital EUR 2.5 thousand).
On 13 January 2017 UAB Neries 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 (share capital EUR 2.5 thousand).
On 24 January 2017 the Company, through its Spanish subsidiary, established new company Vetell dos ibérica, S.L. (share capital EUR 3 thousand) which manages facilities in Spain.
On 25 January 2017 Administraciones SantaPola S.L. company title was changed into Aresi administracion de fincas S. L. Governing body and other contact details did not change.
On 27 January 2017 the Company, through its Lithuanian subsidiary, acquired company UAB Visos apsaugos paslaugos (acquisition price EUR 12 thousand).
On 30 January 2017 SIA Latio Namsaimnieks company title was changed into SIA Latvijas Namsaimnieks. Director and other contact details did not change.
On 30 January 2017 SIA Latvijas Namsaimnieks company title was changed into SIA L-Namsaimnieks. Director and other contact details did not change.
On 30 January 2017 the Company, through its Spanish subsidiary, established two new companies Aresi Gestion Residencial, S.L. and Aresi Euroinmo, S.L.
On 23 February 2017 Concentra Servicios y Mantenimiento, S.A. has submitted a petition for bankruptcy to official institutions in Spain, authorized to initiate the bankruptcy procedure. The decision to ask for initiation of bankruptcy of Concentra has been made after evaluation of commercial property administration and cleaning sector prospects in Spain.
On 23 February 2017 the Management Board Member Jonas Janukėnas, acting as CEO, left the Company, following petition for bankruptcy of Concentra.
On 16 March 2017 reorganization of the companies UAB Šilalės butų ūkis and UAB Šilalės būstas was completed. After the process of reorganization UAB Šilalės būstas was incorporated into UAB Šilalės butų ūkis with all the assets, rights and obligations. UAB Šilalės būstas ceased operations and was deregistered. After reorganization UAB Šilalės butų ūkis title was changed in to UAB Šilalės būstas, director and other contact details did not change.
On 5 April 2017 City Service SE sold Grupa Techniczna Sp. z o.o., enterprise code 122420503, a company active in Poland. The company was founded in 2014 and provided technical maintenance services to residential facilities and commercial facilities, managed by City Service group. City Service SE will continue investments in Poland in residential facility management market. Value of share sale — purchase agreement is EUR 46 thousand. Net assets of disposed subsidiary as of 31 December 2016 amounted to EUR (2,883) thousand.
4. SIGNIFICANT EVENTS (cont'd)
On 6 April 2017 the Company, through its Lithuanian subsidiary, acquired 57.71% stake in UAB Biržų butų ūkis. Value of the share purchase amounts to EUR 48 thousand.
On 13 April 2017 the Company, through its subsidiary operating in St. Peterburg, established new company OOO БЕРИНГ (share capital EUR 0.4 thousand). After establishment companies title was changed into OOO Территория комфорта.
On 21 April 2017 City Service received a lawsuit from Vilnius City municipality's administration and General Procurator's office. Quantum of the lawsuit is EUR 20.6 million. The Company is reasonably convinced that Vilnius City municipality's administration and General Procurator's office lawsuit on recovery of losses is without merit and legally unfounded. According to plaintiffs, loses might have arisen from public procurement agreements. Previously those agreements were investigated by Lithuanian courts and Supreme Court once and for all ruled that agreements are lawful, binding and, absolutely compliant with the laws. In spite of this, the term to file such kind of lawsuit to the court has long expired. As a result, the Company did not form any provisions related to this matter in its financial statements. Curently the case is being examined in the first instance court.
On 3 May 2017 City Service SE through a subsidiary sold SIA Namserviss, a company active in Latvia. The company was managed by City Service group. City Service SE will continue investments in Latvia in residential facility management market. Value of share sale — purchase agreement is EUR 3 thousand. Net assets of disposed subsidiary as of 31 December 2016 amounted to EUR (6) thousand.
On 4 May 2017, the Extraordinary General Shareholders meeting of City Service SE has been held. The shareholders increased the number of members of the management board of the Company and provided that there might be 1 (one) to 7 (seven) members of the management board and approved new wording of the Statutes.
On 22 May 2017, the Annual General Meeting of Shareholders of the Company has been held. The shareholders approved the set of consolidated annual financial statements of the Company for 2016, distributed the Company's profit for the year 2016.
On 23 May 2017 SIA CS company title was changed into SIA City Service. Other contact details did not change.
On 23 May 2017 SIA City Service company title was changed into SIA City Service Engineering. Other contact details did not change.
On 16 June 2017 the Company, through its Latvian subsidiary, acquired 100% stake in SIA Laba Enerģija.
On 19 June 2017 the Company, through its Latvian subsidiary, established new company SIA Ēku pārvaldīšanas serviss.
On 23 June 2017 Supervisory Board member Artūras Gudelis resigned from the Supervisory Board.
On 26 June 2017 new management structure of City Service SE was approved. Management board consisted of 5 management board members including chairman of the management board.
On 11 July 2017 the Company, through its Spanish subsidiary, established new companies Euronamas Gestion de Fincas Mrc, S.L. (share capital EUR 3 thousand), Euronamas Gestion de Fincas Madr, S.L. (share capital EUR 3 thousand), Esibrok Correduria de Seguros, S.L. (share capital EUR 3 thousand) and Interlift Mantenimiento y Ascensores, S.L (share capital EUR 3 thousand).
4. SIGNIFICANT EVENTS (cont'd)
On 20 July 2017 UAB Mano Sauga company title was changed into UAB Saugos projektų valdymas. Director and other contact details did not change.
On 24 July 2017 was initiated bankruptcy procedure for UAB Saugos projektų valdymas after Court of appeal did not change the ruling by which first instance court adjudged EUR 141 thousand from UAB Saugos projektų valdymas. From this date the Group ceased to consolidate this subsidiary in its Financial statements as from that date the Group has lost its effective control to it. UAB Saugos projektų valdymas is still presented in the Group's structure (Note 1.4) as City Service SE remains indirect shareholder of the subsidiary until the end of bankruptcy process.
On 11 August 2017 reorganization of UAB Mano Būstas was finished. Method of reorganisation was separation. After separation of property, rights and responsibilities was established a new company UAB City Service Engineering. After reorganization UAB Mano Būstas management and other contact details did not change.
In September 2017 the subsidiary of the Company operating in Poland, Zespół Zarządców Nieruchomości sp. z o.o., received a claim for PLN 6 million on compensation of damages. The subsidiary is convinced that claim is not reasonable and brought a civil action.
On 12 September 2017 the Company, through its Lithuanian subsidiary, established new company UAB Rinkų vystymas (share capital EUR 2.5 thousand).
On 1 October 2017 the Company, through its Spanish subsidiary, acquired company Administración de Fincas Jimenez, S.L. The main companies activity is administration of dwelling-houses in Spain (acquisition price EUR 364 thousand).
On 11 October 2017 Esibrok Correduria de Seguros, S.L. company title was changed into Eurodrauda Correguria de Seguros, S.L.U. Other contact details did not change.
On 17 October 2017 the Supervisory Board of the Company elected Ignas Krasauskas as a new Management Board member. Management Board consists of 6 management board members including chairman of the Management Board.
On 1 November 2017 the Company, through its Spanish subsidiary, acquired Jenasa portfolio, providing administration services to Madrid's apartment building owners communities. The investment amounted to EUR 1,000 thousand.
On 11 December 2017 the Company, through its Lithuanian subsidiary, established new company UAB Vaizdo stebėjimo sprendimai (share capital EUR 2.5 thousand).
On 12 December 2017 the Company, through its Polish subsidiary, acquired 100% stake in Certus-Serwis Sp. z o. o (acquisition price EUR 108 thousand).
5. OTHER INTANGIBLE ASSETS
Movement of other intangible assets in 2017 and 2016 is presented below:
| Total | |
|---|---|
| COST: | |
| Balance as of 1 January 2016 | 22,959 |
| Additions arising from acquisitions of subsidiaries | 6,664 |
| Additions | 1,759 |
| Exchange differences | 21 |
| Retirements | (73) |
| Reclassifications | 9 |
| Balance as of 31 December 2016 | 31,339 |
| Additions arising from acquisitions of subsidiaries | 51 |
| Additions | 1,971 |
| Disposals of subsidiaries | (526) |
| Exchange differences | 422 |
| Retirements | (89) |
| Reclassifications | 175 |
| Balance as of 31 December 2017 | 33,343 |
| ACCUMULATED AMORTISATION: | |
| Balance as of 1 January 2016 | 3,914 |
| Charge for the year | 1,130 |
| Impairment | 289 |
| Exchange differences | (13) |
| Retirements | (73) |
| Balance as of 31 December 2016 | 5,247 |
| Charge for the period | 1,197 |
| Disposals of subsiadiaries | (511) |
| Impairment | (34) |
| Exchange differences Retirements |
42 (41) |
| Balance as of 31 December 2017 | 5,900 |
| Net book value as of 31 December 2017 | 27,443 |
| Net book value as of 31 December 2016 | 26,092 |
6. PROPERTY, PLANT AND EQUIPMENT
MOVEMENT OF FIXED ASSETS IN 2017 AND 2016 IS PRESENTED BELOW:
| Buildings and land |
Vehicles | Other property, plant and equipment |
Construction in progress* |
Total | |
|---|---|---|---|---|---|
| COST: | |||||
| Balance as of 1 January 2016 | 9,498 | 6,867 | 10,413 | 39 | 26,817 |
| Additions arising from acquisitions of subsidiaries | 3 | 18 | 245 | - | 266 |
| Additions | 334 | 1,030 | 1,381 | 536 | 3,281 |
| Disposals | (63) | (148) | (15) | - | (226) |
| Exchange differences | (62) | 122 | (127) | (5) | (72) |
| Retirements | - | - | (257) | - | (257) |
| Reclassifications | 449 | 47 | (3) | (88) | 405 |
| Balance as of 31 December 2016 | 10,159 | 7,936 | 11,637 | 482 | 30,214 |
| Additions arising from acquisition 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 |
| ACCUMULATED DEPRECIATION: | |||||
| Balance as of 1 January 2016 | 1,859 | 3,446 | 2,937 | - | 8,242 |
| Charge for the year | 391 | 1,182 | 1,575 | - | 3,148 |
| Impairment | - | - | 410 | - | 410 |
| Disposals | (14) | (135) | (4) | - | (153) |
| Exchange differences | - | 103 | (3) | - | 100 |
| Retirements | - | - | (225) | - | (225) |
| Reclassifications | 87 | 20 | (21) | - | 86 |
| Balance as of 31 December 2016 | 2,323 | 4,616 | 4,669 | - | 11,608 |
| Charge for the period | 420 | 1,143 | 1,611 | - | 3,174 |
| Disposals of subsidiaries | - | (167) | (925) | - | (1,092) |
| Disposals | (77) | (16) | (34) | - | (127) |
| Impairment | - | - | (39) | - | (39) |
| 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 |
| Net book value as of 31 December 2017 | 6,423 | 4,103 | 7,661 | 276 | 18,463 |
| Net book value as of 31 December 2016 | 7,836 | 3,320 | 6,968 | 482 | 18,606 |
* Includes prepayments for tangible and intangible assets.
7. TRADE RECEIVABLES
TRADE RECEIVABLES OF THE GROUP AS OF 31 DECEMBER 2017 AND 31 DECEMBER 2016 WERE AS FOLLOWS:
| Balance as of 31 December 2017 |
Balance as of 31 December 2016 |
|
|---|---|---|
| Trade receivables, gross | 40,026 | 46,593 |
| Less: allowance for doubtful trade receivables | (9,009) | (9,107) |
| Less: remeasurement of trade receivables to liquidation value | - | (2,768) |
| Trade receivables, net | 31,017 | 34,718 |
Trade receivables and other receivables generally have 30 - 90 days payment terms.
Non-current receivables mainly comprise of long-term part of receivables for residential buildings' repair works performed.
- BORROWINGS
BORROWINGS OF THE GROUP AND THE COMPANY AS OF 31 DECEMBER 2017 AND 31 DECEMBER 2016 WERE AS FOLLOWS:
| Creditor | Currency | Balance as of 31 December 2017 |
Balance as of 31 December 2016 |
|---|---|---|---|
| SHORT-TERM LOANS | |||
| Bank loans | EUR | - | 110 |
| Bank loans | PLN | - | 224 |
| SHORT-TERM LOANS BALANCE | - | 334 | |
| LONG-TERM LOANS | |||
| Bank loans | EUR | 17,901 | 20,987 |
| Minus: long term loans of the current year | (3,290) | (2,989) | |
| LONG-TERM LOANS BALANCE | 14,611 | 17,998 |
For the loans and overdraft the Company and its subsidiaries have pledged to the bank real estate and bank accounts of the Company and its subsidiaries in Lithuania. Shares of UAB Mano Būstas are pledged to Luminor Bank AB as well.
9. COST OF SALES
| 2017 Q4 | 2016 Q4 | |
|---|---|---|
| Services of subcontractors and materials used | 76,133 | 77,000 |
| Wages and salaries and social security | 41,199 | 60,352 |
| Depreciation | 1,050 | 1,140 |
| Cost of goods sold | 150 | 47 |
| Other | 3,334 | 3,097 |
| Total cost of sales | 121,866 | 141,636 |
10. GENERAL AND ADMINISTRATIVE EXPENSES
| 2017 Q4 | 2016 Q4 | |
|---|---|---|
| Wages and salaries and social security | 17,156 | 14,495 |
| Depreciation and amortisation | 3,311 | 3,120 |
| Consulting and similar expenses | 1,912 | 1,733 |
| Rent of premises and other assets | 1,579 | 1,199 |
| Commissions for collection of payments | 659 | 698 |
| Allowance for and write-off of receivables | 619 | 628 |
| Taxes other than income tax | 568 | 583 |
| Computer software maintenance | 542 | 604 |
| Representational costs | 517 | 438 |
| Advertising | 471 | 499 |
| Fuel expenses | 449 | 352 |
| Communication expenses | 397 | 375 |
| Insurance | 375 | 365 |
| Business trips and training | 333 | 290 |
| Utilities | 286 | 242 |
| Transportation | 272 | 360 |
| Bank payments | 168 | 143 |
| Consulting and tax expenses related with acquisitions, disposals and reorganisation |
131 | 414 |
| Charity and support | 85 | 76 |
| Impairment of fixed assets | (73) | - |
| Result on revaluation of accounts receivable and payables to liquidation value (associated with subsidiary Concentra) |
(1,952) | (3,318) |
| Acrruals related with potentially realizable guarantees provided for Spanish subsidiary Concentra |
- | 1,253 |
| Other | 2,117 | 2,172 |
| Total general and administrative expenses | 29,922 | 26,721 |
11. OTHER OPERATING INCOME (EXPENSES)
| 2017 Q4 | 2016 Q4 | |
|---|---|---|
| Income from rent | 118 | 191 |
| (Loss) gain on disposal of property, plant and equipment | (728) | 10 |
| Depreciation of rented assets | (28) | (66) |
| Other income (expenses), net | 65 | (692) |
| Total other operating activity | (573) | (557) |
12. FINANCE INCOME AND (EXPENSES)
| 2017 Q4 | 2016 Q4 | |
|---|---|---|
| Interest income | 540 | 786 |
| Foreign currency exchange gain | 461 | 233 |
| Other financial income | - | 478 |
| Total finance income | 1,001 | 1,497 |
| Interest (expenses) | (539) | (692) |
| Foreign currency exchange (loss) | (34) | (544) |
| (Loss) on disposal of investments | (421) | - |
| Other financial (loss) | - | (33) |
| Total finance (expenses) | (994) | (1,269) |
| Financial activity, net | 7 | 228 |
13. DIVIDENDS PER SHARE
| 2017 Q4 | 2016 Q4 | |
|---|---|---|
| Approved dividends | 19,598 | 3,161 |
| Number of shares (in thousand) | 31,610 | 31,610 |
| Approved dividends per share | 0.62 | 0.10 |
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 (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);
- − 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. Property, plant and equipment to related parties during the 2017 were sold in accordance of arm's length principle.
UAB Mano Būstas and Zespół Zarządców Nieruchomości sp. z o.o. have provided EUR 34.5 million guarantees each for City Service SE to Luminor Bank AB under credit agreement. Also, UAB Mano Būstas has provided EUR 5.75 million guarantee for City Service SE to Luminor Bank AB under bank account credit agreement. Shares of UAB Mano Būstas are pledged to Luminor Bank AB as well. City Service SE has an accrual EUR 1.25 million for possible loss arrising from guarantees for Concentra to its clients.
| 2017 Q4 | Purchases | Sales | Receivables and prepayments |
Payables |
|---|---|---|---|---|
| UAB ICOR Subsidiaries of UAB ICOR: |
460 | 37 | - | 386 |
| AB Axis Industries | 328 | 324 | 67 | - |
| Other subsidiaries of UAB ICOR | 472 | 463 | 102 | 573 |
| Total | 1,260 | 824 | 169 | 959 |
15. SUBSEQUENT EVENTS
On 12 January 2018 the Company, through its Polish subsidiary, established new company Tumieszkamy Sp. z o. o (share capital EUR 1.2 thousand).
On 18 January 2018 the Company, through its Lithuanian subsidiary, acquired 100% stake in UAB Acta iuventus (acquisition price EUR 305 thousand) which 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.
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 twelve months period ended