Auto-Spa Group based in Wroclaw builds, sells and manages automatic touchless car washes in Poland and in Central and Eastern Europe.
Many of Company's car washes are located at commercial locations, including the largest number near TESCO stores - as the Tesco is a strategic partner cooperating with the Group, as well as near other hyper- and supermarkets. Apart from such locations, Auto-Spa car washes are located in attractive places such as fuel stations (including PKN Orlen stations), housing estates, car parks, etc.
High profitability of a single car wash and scalability of the business have been a justification for creating an international network of car washes in Poland and in Central and Eastern Europe.
Currently, the Auto-Spa network has a total number of 246 active wash bays (in 65 operating car washes), including:
- 138 own wash bays (36 own car washes)
- 108 wash bays run by partners (29 car washes run by partners): 9 car washes in Poland (total number of 30 wash bays), 17 car washes in the Czech Republic (with 58 wash bays), 2 car washes in Ukraine (10 wash bays) and 1 car wash in Russia (10 wash bays).
Currently, construction of 10 wash bays (3 car washes) in Czech Republic is in progress.
Structure of the Auto-Spa Group:
- § Auto–Spa S.A. - accumulating the value
- § Auto–Spa PL - owner and operator of car washes
- § Auto–Spa CZ - selling car washes in Czech Republic and in Slovakia
- § Auto–Spa UA - car wash operator in Ukraine
Auto – Spa S.A. is a company listed on the NewConnect market
AUTO-SPA THE MANAGEMENT BOARD
|
Name and surname |
Function |
Start of term |
|
Dariusz Ilski |
President of the Management Board |
Since August 28, 2012 |
DARIUSZ ILSKI, President of the Management Board
Dariusz Ilski is a successfull polish entrepreneur who co-founded and then successfully sold to Aviva PLC one of the largest financial intermediation companies in Poland.
Beside of developing Auto-Spa he is or was involved as an investors in various companies such as AerFinance SE, Sprint Air SA,
Indata Software S.A, Time Asset Management S.A. and in Delta Property Sp. z o.o. S.K.
Mr Dariusz Ilski is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.
Dariusz graduated at the University of Insurance and Banking of Warsaw and holds an MBA from University of North West in New York.
AUTO-SPA SUPERVISORY BOARD
|
Name and surname |
Function |
Start of term |
End of term |
|
Lech Dworaczyński |
Chairman |
30.06.2016 |
30.06.2021 |
|
Artur Kwaśniewski |
Vice-Chairman |
30.06.2016 |
30.06.2021 |
|
Wiktor Blumes |
Member |
11.04.2018 |
30.06.2018 |
|
Bartłomiej Paszkiewicz |
Member |
30.06.2016 |
30.06.2021 |
|
Anna Panasiuk |
Member |
30.06.2016 |
30.06.2021 |
Lech Dworaczyński, Chairman of the Supervisiry Board
University education, graduate of Poznań University of Technology.
Mr Lech Dworaczyński began his professional career in 1983, studying Industrial Control Engineering where he worked as a production specialist until 1991. Between 1991 and 1995, he performed the function of President of the Management Board of ELDRUK Company, Safe Invest-Poland Company as well as Insurance Service Company. Between 1993 and 1999, he was involved in his own business activity, i.e. Life Insurance Agency CLP, from 1999 to 2010, Mr Dworaczyński held an executive position in CUP TUŻ S.A., while between 2005 and 2012, he was associated with Inwestycje.pl S.A. as a member of the Management Board as well as the Supervisory Board. From 1992 to present, Mr Dworaczyński has been running his own business, i.e. Dworaczyński Consulting. Moreover, since 2006, he has been a vice-chairman/president of the company Ubezpieczenia online Ltd, while since 2010, he has been the vice-chairman/president of Directinfo Supervisory Board, as well as the of the Supervisory Board of Insale Company.
Mr Lech Dworaczyński neither has been convicted of any acts of fraud, nor has received a court ban on acting as a member of management or supervisory bodies in commercial law companies. He has not performed a function of a member of the management or supervisory boards in any company in a state of bankruptcy, receivership or forced liquidation. Moreover, Mr Lech Dworaczyński is not engaged in competitive activities against Emitenta nor is he a partner in a competitive company or civil partnership. He is not a member of the board of any corporation or enterprise, nor is he a member of the board of any competitive legal entities.
Mr Lech Dworaczyński is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.
Artur Kwaśniewski, ViceChairman of The Supervisiry Board
With a Masters degree In mathematics, a graduate of the Faculty of Mathematics and Mechanics at Warsaw University, Mr Kwaśniewski also graduated with distinction from the International MBA program and postgraduate studies in Agribusiness Management at the Faculty of Economics at the University of Life Sciences, and postgraduate studies in Business Psychology for Managers at Koźminski University.
Mr Kwaśniewski began his professional career in 1985. He is an individual investor and performs the function of Interim Manager in investment and consulting projects related to optimization, innovation and change management. Among others, he has held the title of Director of the Information Technology Office of Industrial Development Agency S.A. He was associated with Orange / Polish Telecom S.A., where he performed the function of: Director of the Central Department of Information Technology, Head of IT in the Strategy and Standards Department and Chief Lead Specialist in the Finance and Information Technology Divisions. He was also a consultant and co-owner of consulting companies.
Mr Kwaśniewski has neither been convicted any occurrence of fraud, nor has he ever received a court ban on acting as a member of management or supervisory bodies in commercial enterprises. He has not performed the function of member of the management or supervisory boards in any company which entered bankruptcy, receivership or forced liquidation. Moreover, Mr. Kwaśniewski neither is engaged in competitive activities against Emitenta nor is he a partner in any competitive enterprise or civil partnership. He is not a member of the board of any corporations or a member of the board of any competitive commercial entities.
Artur Kwaśniewski is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.
Wiktor Blumes, The Member of Supervisory Board
Mr Wiktor Blumes is a graduate of the Faculty of Law at the University of Wroclaw. In 1997, he completed a court apprenticeship at the District Court in Wroclaw and in 1999, he completed the legal adviser training at the District Chamber of Legal Advisers in Wroclaw, with the best result. Since 2000, he has been running a law firm providing comprehensive legal services for business entities - first on an individual basis, then also as part of a private partnership of legal advisers „Blumes, Skuza, Świderski”. Mr Blumes is a specialist in the fields of debt recovery through legal process, investment processes and commercial law. He holds 2 shares in a limited liability company ABC Invest based in Wroclaw.
In the last five years, Mr Wiktor Blumes has not been convicted by a final judgment of offences referred to in Art. 18 § 2 of the Code of Commercial Companies or offences specified in the Act on Trading, Act on Offering, or Act of October 26, 2000 on Commodity Exchanges, or of analogous offences as defined by foreign law, and in the last five years he has not been a subject of a court decision prohibiting him to act as a member of management or supervisory bodies in commercial law companies. Over at least the previous five years, Mr Wiktor Blumes was a member of the Supervisory Board of Auto-Spa - a limited liability company, T1 - a limited joint-stock partnership based in Wrocław, and he did not act as a member of the management or supervisory body in the entities subject to bankruptcy, restructuring, receivership or liquidation. Mr Blumes does not run any activity competitive to Auto-Spa S.A., he is not a member of bodies of competitive entities. Mr Wiktor Blumes does not have a record in the Register of Insolvent Debtors.
Bartłomiej Paszkiewicz, The Member of Supervisory Board
University education; Graduate of Wroclaw University of Economics and the University of Wrocław.
Mr Bartłomiej Paszkiewicz has a long standing experience in the management of financial and operational risks gained in leading IT and/or consulting companies (Deloitte). He has held managerial positions in companies such as Wolters Kluwer Financial Services Poland Ltd. and Life Flow Ltd. Currently he is on the board well as a shareholder in the following companies: Vratis Ltd., MicroscopelIT Ltd., Graphene Capital Ltd.
Mr Bartłomiej Paszkiewicz has neither been convicted any occurrence of fraud, nor has he ever received a court ban on acting as a member of management or supervisory bodies in commercial enterprises. He has not performed the function of member of the management or supervisory boards in any company which entered bankruptcy, receivership or forced liquidation. Moreover, Mr Bartłomiej Paszkiewicz neither is engaged in competitive activities against Emitenta nor is he a partner in any competitive enterprise or civil partnership. He is not a member of the board of any corporations or a member of the board of any competitive commercial entities.
Mr Bartłomiej Paszkiewicz is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.
Anna Panasiuk, The Member of Supervisory Board
A Doctor of Jurisprudence, graduate of the College of Law and Administration at the University of Gdańsk, and of the School of American Law at the Jagielloński University in Warsaw.
Ms Anna Panasiuk began her professional career in 1997, at the Association of Europan Law Students, where she held the function of vice-chairman of academic activity until 1998. Between 2001 and 2003, she performed the function of director in OCRA Consulting Company Ltd. Between 2003 and 2012, she served as a member of the board in ITCI Ltd. Since 2013, she has been engaged in her own Panasiuk legal firm.
Ms Anna Panasiuk has neither been convicted any occurrence of fraud, nor has he ever received a court ban on acting as a member of management or supervisory bodies in commercial enterprises. He has not performed the function of member of the management or supervisory boards in any company which entered bankruptcy, receivership or forced liquidation. Moreover, Ms Anna Panasiuk neither is engaged in competitive activities against Emitenta nor is he a partner in any competitive enterprise or civil partnership. He is not a member of the board of any corporations or a member of the board of any competitive commercial entities.
Pan Anna Panasiuk is not entered in the Register of Insolvent Debtors pursuant to the National Court Register Act.
For the car wash Auto-Spa focuses on accessibility and convenience of location, handy and
reliable high quality equipment and scalable additional services (locator, billing, invoices,
distribution of chemicals etc.), high ecological standards, and affordable prices.
We invest a lot of effort in the selection of convenient and optimal locations, as this is a key parameter in the number of wash transactions. Once a selected location is acquired, Auto-Spa delegates the building work to third parties and Hydropress installs the corresponding equipment.
Currently in Poland we rent most of our stations. The rental contracts have a 10-year term with unilateral cancelling options by Auto-Spa. This secures operations in line with the Auto-Spa standards and brand requirements. Auto-Spa delivers the chemicals, controls the operation, executes the billing and manages all aspects of brand marketing and promotion.
As Hydropress provides the maintenance services, all tenants benefit from the Auto-Spa network, experience, training, procedures, service reliability and brand effects. Hydropress
offers its products and services also to third parties, which results in certain economies of scale as well as higher flexibility.
The operational guidelines for both business lines is to subcontract a maximum of non-core
business-related tasks such a construction and cash transports to be able to constantly
optimise cost and to have a high level of flexibility with minimum fixed cost.
Our main strategic aim is to consolidate the market. This will be achieved by the implementation of loyalty programs and transactions by payment cards, with invoices being available on the spot.
That process, along with a nationwide branding campaign in Poland, will change the market standards, forcing other participants of the market to leave the grey market and causing their prices to adjust to market conditions.
Auto-Spa plans to have nearly 300 car washes in the future, thus becoming the largest private network of self-service jet car washes in the region.
All the facilities will be linked by an integrated sales-marketing platform and a uniform, high quality offer.
We have extensive experience in managing and developing a network of own car washes on the Polish market. Through established procedures, we accurately verify the potential of each new investment.
We operate on the car wash market offering high quality services while acting in a transparent manner, namely through transparent income settlements, documentary collection, documents confirming sale.
We implement contracts that enable further dynamic growth (PKN Orlen, Tesco, PoloMarket) for our company.
We implement the concept of development in the foreign markets through already signed contracts for building new car washes. We have a list of substantively and logistically prepared locations for new car washes.
The markets on which we have undertaken new activities should be treated as similar to the Polish market, but with a greater potential for profitability.
This enables us to effectively use their potential and build a strong market position based on know-how as well as territorial and cultural proximity.
We own and we implement our own car wash technology. A producer belonging to the Group contributes towards the development of the network in Poland and abroad. This company with a high degree of technological and quality development can tailor its products to customers’ and investors’ expectations. It has been manufacturing for 10 years, continuously developing and searching for innovative solutions.
Our company is transparent – we are listed at the NewConnect stock market. We regularly publish company stock reports compliant with the standards of the public market.
The Company focuses its business on Polish, Czech and Slovak markets. They are characterized by a very high growth potential due to the low saturation with car wash facilities. Given the saturation of western markets, e.g. German market - one car wash per 2,000 vehicles - a significant potential for development in Poland, but mainly in the Czech Republic and Slovakia, should be noted.
According to the Company’s estimates, that potential is approximately 4,700 – in Poland, 1,600 – in the Czech Republic and 700 – in Slovakia – subsequent car washes. Car washing services are still used by fewer customers in Poland, Czech Republic or Slovakia, compared to the western markets. In highly developed EU countries, the degree of market saturation with cars is much higher than on Polish, Czech or Slovak market. That provides great opportunities for selling new car washes.
The potential for market growth is also in reasonably anticipated future price increases. Car washing services in Poland are significantly cheaper compared to similar services in "old EU" countries. In turn, on Czech and Slovak markets, due to no competition at all, initial prices are very high, which gives a chance to high profitability of the services from newly built facilities.
Poland:
In the model currently functioning on Polish market, car washes are located primarily at TESCO stores, as the Tesco is a key partner cooperating closely with the Group.
Czech Republic:
Within the Czech market, a Company’s subsidiary conducts sales and investment process that includes performance of both individual orders and larger orders for institutional clients. Contracts portfolio allows confirming that by the end of this year (apart from four car washes existing already), several new car washes will be built.
Currently, advanced negotiations are in progress (including with Tesco CZ), indicating the potential for subsequent tens of projects to be executed within 2-3 years.
To cumulate the value created at different stages of business model, a Capital Group has been established.
The capital structure includes:
| Name (company) |
Description |
Share held |
Scope of activities |
| Auto-Spa S.A. |
Parent company |
|
Capital holding company |
| Auto-Spa Sp. z o.o. |
subsidiary |
100%* |
The entity responsible for implementing investment and development processes within the Group. The company is the operator of car washes and operates a network of car washes within the Group. The company has its own car washes. |
| Auto-Spa Sp. z o.o. T1 SKA |
subsidiary |
100%** |
The company holding 33.6% shares in the share capital of Auto-Spa Sp. z o.o. |
| Auto-Spa Sp. z o.o. 1 SKA |
subsidiary |
100% |
The company holding 14% shares in the share capital of Auto-Spa Sp. z o.o. |
| Auto-Spa CZ s.r.o. |
subsidiary |
80% |
The company focuses on the sale of automatic car washes produced by the Auto SPA Group in Czech Republic. Due to its designing potential and identified location possibilities, the company acquires customers on the Czech market. Additionally, it cooperates with the company Auto-Spa Network s.r.o. in expanding car wash network in Czech Republic. |
| Auto-Spa UA TzOW |
affiliate |
20% |
The purpose of the company is expansion and operation of the network of own car washes in Ukraine, under the brand name of Auto-Spa. |
* Total shares of Auto-Spa S.A., Auto-Spa Sp. z o.o. T1 SKA and Auto-Spa Sp. z o.o. 1 SKA
** Total shares of Auto-Spa S.A. and Auto-Spa Sp. z o.o.
|
SHAREHOLDER |
NUMBER OF SHARES |
% OF SHARE
CAPITAL |
NUMBER OF VOTES |
% OF
VOTES |
Dariusz Ilski
|
4 990 309 |
43,72% |
4 990 309 |
43,72% |
|
Soltano Management sp. z o.o. |
916 666 |
8,03% |
916 666 |
8,03% |
|
Jürg Winter |
1 206 046 |
10,57% |
1 206 046 |
10,57% |
|
Others |
4 302 137 |
37,69% |
4 302 137 |
37,69% |
|
TOTAL |
11 415 158 |
100,00% |
11 415 158 |
100,00% |
Selected data included in profit and loss account of Auto-Spa S.A. Group (in thousands PLN).
| SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands PLN) |
III QUARTER 2017 |
IV QUARTER 2016 |
IV QUARTER 2017
YTD |
IV QUARTER 2016
YTD |
| Revenues from sales |
1 650,04 |
2 992,51 |
5 967,42 |
7 282,27 |
| Profit (loss) on sales |
267,37 |
480,43 |
475,65 |
1 280,26 |
| Profit (loss) on operating activities |
92,79 |
213,01 |
538,61 |
867,95 |
| EBITDA* |
406,81 |
624,85 |
1 648,6 |
1 925,25 |
| Gross profit (loss) |
-141,78 |
-75,42 |
-268,45 |
1 925,25 |
| Net profit (loss) |
-141,78 |
-75,42 |
-268,45 |
-1 008,97 |
| Cash flows from operating activities |
-1 002,78 |
-2 123,10 |
-2 220,79 |
-2 049,26 |
| Cash flows from investment activities |
901,19 |
392,63 |
3 427,97 |
5 256,19 |
| Cash flows from financial activities |
200,16 |
1 731,83 |
-1 309,91 |
-3 518,07 |
* EBITDA has been calculated as operating profit plus amortisation and depreciation
Structure of assets and liabilities of the consolidated balance sheet, including in regard
to the Issuer's capital group liquidity (in thousands PLN).
| SELECTED CONSOLIDATED FINANCIAL DATA
(in thousands PLN) |
30.09.2017 |
30.09.2016 |
| Fixed assets |
21 440,72 |
25 723,36 |
| Current assets |
7 557,55 |
6 648,87 |
| Total assets |
28 998,27 |
6 648,87 |
| Short-term liabilities |
4 638,85 |
6 648,87 |
| Long-term liabilities |
8 987,82 |
7 774,51 |
| Equity |
14 884,91 |
16 503,17 |
| Cash and cash equivalents |
314,3 |
367,90 |
The presented consolidated data fully show financial position of the Issuer's Group in a reliable and complete manner.
In matters connected with the organisation of the General Meetings of Shareholders, please contact the Company via e-mail. All correspondence should be sent to the following e-mail address:
inwestorzy@auto-spa.pl
Series O shares issue schedule
January 22, 2015 – publication of Auto-Spa SA Information Memorandum
January 23, 2015 – opening of basic and additional subscription for the shares
February 9, 2015 – closure of the subscription
February 18, 2015 – allotment of the shares acquired in the range of basic and additional subscription
February 19 – 20, 2015 – subscription for the shares in the range of management board invitation
February 23, 2015 – allotment of the shares acquired in the range of management board invitation
Memorandum is available only in polish version
