NoHo Partners Oyj

Interim / Quarterly Report • Nov 8, 2022

Interim Report

Q1–Q3 2022

The restaurant summer of all time – profitability continued record high

JULY–SEPTEMBER 2022 IN BRIEF		JANUARY–SEPTEMBER 2022 IN BRIEF
• • • • • •	Turnover increased by 39.0% and was MEUR 86.0 (61.9). EBIT increased by 112.2% and was MEUR 8.4 (3.9). EBIT margin was 9.7% (6.4%) The result for the period decreased by 309.0% and was MEUR -2.8 (1.3). The result adjusted by a fair value impairment of MEUR 6.7 due to the market value of Eezy Plc shares, classified as assets held for sale, was MEUR 3.9. Earnings per share decreased by 574.9% and were EUR -0.19 (0.04). Earnings per share adjusted by entries related to Eezy Plc shares was EUR 0.14. Operational EBITDA increased by 42.2% to MEUR 10.7 (7.5).	• • • • • •	Turnover increased by 92.8% and was MEUR 224.7 (116.5). EBIT increased by 404.9% and was MEUR 23.2 (-7.6). EBIT margin was 10.3% (-6.5%) The result for the period increased by 130.5% and was MEUR 4.2 (-13.7). The result adjusted by a fair value impairment of MEUR 7.5 due to the market value of Eezy Plc shares, classified as assets held for sale, was MEUR 11.6. Earnings per share increased by 112.7% and were EUR 0.08 (-0.63). Earnings per share adjusted by entries related to Eezy Plc shares was EUR 0.43. Operational EBITDA increased by 1881.4% to MEUR 30.1 (1.5).

Unless otherwise stated, figures in parentheses refer to the corresponding period last year.

KEY FIGURES

MEUR	Q3 2022	Q3 2021	Change, %	Q1–Q3 2022	Q1–Q3 2021	Change, %	Q1–Q4 2021
Turnover	86.0	61.9	39.0	224.7	116.5	92.8	186.1
Operational EBITDA	10.7	7.5	42.2	30.1	1.5	1,881.4	11.3
EBIT	8.4	3.9	112.2	23.2	-7.6	404.9	-0.9
EBIT, %	9.7	6.4		10.3	-6.5		-0.5
Result of the financial period	-2.8	1.3	-309.0	4.2	-13.7	130.5	-10.3
Earning per share for the review period attributable to the owners of the company, EUR	-0.19	0.04	-574.9	0.08	-0.63	112.7	-0.55
Interest-bearing net liabilities excluding IFRS 16 impact				127.4	159.2	-20.0	151.9
Gearing ratio excluding IFRS 16 impact, %				141.3	223.7		203.1
Adjusted equity ratio, %				29.1	22.5		24.0
Material margin, %	74.9	74.1		74.8	73.5		74.4
Personnel expenses, %	32.4	32.1		33.4	36.4		36.0

* The company has taken into use a new key figure, adjusted equity ratio. The calculation formulas for this and other key figures are presented on page 29 of the Interim Report.

FUTURE OUTLOOK

PROFIT GUIDANCE (3 OCTOBER 2022):

NoHo Partners estimates that, during the financial year 2022, it will achieve total turnover of over MEUR 300 and an EBIT margin of over 8,5% in the restaurant business.

The Group's long-term guidance remains unchanged: The Group aims to achieve turnover of approximately MEUR 400 and an EBIT margin of approximately 10% during 2024. The company aims for the ratio of net debt to operational EBITDA, adjusted for IFRS 16 lease liability, to be under 3 and for dividends to be paid during the strategy period 2022–2024.

PREVIOUS PROFIT GUIDANCE (22 JUNE 2022):

NoHo Partners estimates that, during the financial period 2022, it will achieve total turnover of approximately MEUR 300 and an EBIT margin of over 8% in the restaurant business.

The Group's long-term guidance remains unchanged: The Group aims to achieve turnover of approximately MEUR 400 and an EBIT margin of approximately 10% during 2024. The company aims for the ratio of net debt to operational EBITDA, adjusted for IFRS 16 lease liability, to be under 3 and for dividends to be paid during the strategy period 2022–2024.

THE MARKET

The Covid-19 pandemic has had a significant impact on the company's business operations, market and the restaurant industry as a whole. In the first quarter of 2022, the company operated in a highly restricted or closed business environment in all of its operating countries. Following the lifting of the restrictions, private consumption in restaurants recovered rapidly and demand has been strong as the market normalised. Corporate sales and event sales have been at a good level in the third quarter of 2022.

The business outlook for the tourism and restaurant sector has improved from recent years to a pre-pandemic level, but the outlook and consumer confidence continue to be weakened by the uncertain geopolitical climate, consumers' purchasing power and the general rise in costs. The company continues to take active measures to prepare for potentially rapid changes in the market situation by actively monitoring operational efficiency and pricing points, using centralised procurement agreements and engaging in regular dialogue with suppliers and other partners. Despite continued uncertainty in the market, customer demand is estimated to continue at a good level during the rest of the year.

In a normal operating environment in the restaurant business, most of the profits are made during the second half of the year due to the seasonal nature of the business. The demand for restaurant services is usually less susceptible to cyclical fluctuations compared to other service and retail industries. The company's size and large portfolio protect it from the strongest fluctuations.

CEO REVIEW

Strong profit performance continued in the third quarter of the year with an EBIT margin of 9.7%. This is about two percentage points higher than in the pre-pandemic year of 2019. An EBIT margin continuing at its current level going into the traditionally best season of the year, proves that the strategic target of a profitability level of 10% is realistic.

Behind a profitability that is better than the industry average is the company's business model. The model combines scale benefits gained from growth and size together with an entrepreneurial operational model and an up-to-date data-driven management approach. The profitability level correction is driven by changes implemented during the Covid-19 pandemic in the restaurant portfolio, which is in better shape than ever.

In addition to developing the restaurant portfolio, the company has learned from the international markets what type of business leads to better return on investment. The analysis of successful growth investments in the past years indicate that the company can reach a return on investment of over 20%. At its best, the return expectations when scaling brand concepts, such as Friends & Brgrs, Campingen and Hook, are over 20%. Creating new restaurant concepts, on the other hand, the risks are greater. As the cost of capital rises, lessons learned and careful deliberation will increasingly drive the focus areas of the growth strategy towards steady cash flow targets. An activated M&A market in the restaurant industry supports growth through acquisitions.

Profit performance helps strengthening the balance sheet to the levels targeted in the strategy. The target of the ratio of net debt to operational EBITDA, adjusted for IFRS 16 lease liability, being under three will, according to the company's estimate, be reached already by the end of the year. Historically, excluding the Covid-19 years, the company has operated at this level, which it can manage with its current profitability and cash flow, even in a changing interest rate environment. As the balance sheet recovers and with a renewed financing agreement signed after the reporting period, the company's financial position stabilised essentially to the state prior to the Covid-19 crisis. The renewed financing agreement enables growth investments during the strategy period.

The outlook for the rest of the year is good with a booking situation exceeding the 2019 level. The company is prepared for the traditionally quieter season in the beginning of the year by keeping its operations efficient and costs proportional to demand. Our competitive advantages are the diversity of our portfolio, the flexible operational model mastered during the pandemic and committed employees.

Aku Vikström

CEO

" The strategic target of a profitability level of 10% is realistic."

NoHo Partners aims to achieve turnover of approximately MEUR 400 and an EBIT margin of approximately 10% during 2024. The company aims for the ratio of net debt to operational EBITDA, adjusted for IFRS 16 lease liability, to be under three and for dividends to be paid during the strategy period 2022–2024.

The company's strategy focuses on the following three key areas:

• Profitable growth in the Norwegian restaurant market through acquisitions
• Scaling up the Friends & Brgrs chain to a national level
• Large and profitable urban projects

The company has continued implementing its strategy through acquisitions. In the third quarter, two transactions were completed in Norway and in Finland the Sea Horse restaurant was acquired. In Finland, the scaling up of the fast food -business continued, among others through new openings within the Friends & Burger and Hook restaurant chains. In addition, Pizzadog, the first restaurant concept operating only through home delivery by Wolt, was launched during the third quarter. Following a conceptual upgrade, a Hanko Sushi chain pilot restaurant opened its doors after the reporting period in November. The construction of Helsingin Kulttuurikasarmi, the main urban project currently ongoing, started in September. NoHo Partners' offering in this recreational centre to be completed at the turn of year 2023-2024 includes several restaurants, bars and terrace areas.

TURNOVER AND INCOME

In July–September, turnover increased by 39.0% to MEUR 86.0 (61.9) supported by customer demand. Compared to the corresponding period in 2019 prior to the Covid-19 pandemic, the increase was of 12.1%. In January–September, turnover increased by 92.8% to MEUR 224.7 (116.5). Despite the restricted business environment due to the Covid-19 pandemic in the first months of 2022, turnover increased by 13.7%, compared to the corresponding period in 2019.

In July–September, operational EBITDA increased by 42.2% to MEUR 10.7 (7.5). In January–September, operational EBITDA increased by 1881.4% compared to the corresponding period in the previous year and was MEUR 30.1 (1.5).

In July–September, EBIT was MEUR 8.4 (3.9) with an EBIT margin of 9.7% (6.4). The result for July–September was MEUR -2.8 (1.3). In January–September, EBIT was MEUR 23.2 (-7.6) with an EBIT margin of 10.3 (-6.5). The result for the review period was MEUR 4.2 (-13.7), which was negatively affected by a fair value impairment of MEUR 7.5 recognised in financial items due to the market value of Eezy Plc shares, classified as held for sale, falling below the book value.

The company was able to balance the effects of inflation on its business through centralised purchasing agreements and price increases, and the general rise in prices has not significantly affected the material margin for the time being. In spite of the labour shortages

in the industry, the company also performed well in recruitment and resource allocation, and the growth in turnover as well as operational efficiency has kept personnel expenses at a good level.

BUSINESS SEGMENTS

As of 1 January 2022, NoHo Partners' business consists of two business segments, which are reported separately:

• Finnish operations
• International business

The business segments are further divided into business areas for which turnover is reported. The Finnish operations include three business areas: restaurants, entertainment venues and fast food restaurants. The international business includes two business areas: Norway and Denmark.

FINNISH OPERATIONS

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Turnover	69.7	51.9	179.9	101.8	158.1
Operational EBITDA	9.1	6.4	24.2	2.2	9.3
EBIT	7.7	3.6	19.9	-4.2	1.0
EBIT, %	11.0	6.9	11.1	-4.1	0.6
Material margin, %	74.8	73.7	74.6	73.4	74.6
Personnel expenses, %	32.4	31.1	32.9	34.5	34.7

In July–September, the turnover of Finnish operations increased by 34.2% to MEUR 69.7 (51.9) compared to the previous year and by 8.7% compared to the corresponding period in 2019. In January–September, turnover increased by 76.7% to MEUR 179.9 (101.8) compared to the previous year. Compared to the corresponding period in 2019 turnover increased by 6.1%. In Finland, Covid-19 pandemic-related restrictions were lifted in March 2022. The strong turnover in the Finnish operations was due to good sales during the holiday season and the better-than-expected demand that has continued after the summer. Turnover from all three business areas grew.

EBIT in the Finnish operations in July–September was MEUR 7.7 (3.6) with an 11.0% (6.9) EBIT margin. In January–September, EBIT was MEUR 19.9 (-4.2) with a 11.1% (-4.1) EBIT margin. The Finnish operations reached the targeted level during the strategy period of an EBIT margin exceeding 10%. The strong EBIT was a consequence of successful development work of the restaurant portfolio and better relative profitability.

In Finnish operations, in a normal operating environment, most of the profits are made during the second half of the year due to the seasonal nature of the business.

Changes in the restaurant portfolio in July–September 2022

• Friends & Brgrs, Itis shopping centre, Helsinki, Finland (new)
• Pizzadog, Helsinki, Finland (new)
• Sea Horse, Helsinki, Finland (new)
• Bucket Bar, Tampere, Finland (concept change)
• Lulu's, Helsinki, Finland (concept change)
• Taqueria El Rey Vuorimiehenkatu, Helsinki, Finland (closed)

INTERNATIONAL BUSINESS

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Turnover	16.3	10.0	44.9	14.7	28.0
Operational EBITDA	1.6	1.1	5.9	-0.7	2.0
EBIT	0.7	0.4	3.3	-3.4	-1.9
EBIT, %	4.1	3.5	7.3	-23.0	-6.6
Material margin, %	75.4	76.7	75.5	74.6	73.4
Personnel expenses, %	32.4	37.4	35.4	49.1	43.7

In July–September, turnover in the international business increased by 64.0% from the previous year to MEUR 16.3 (10.0) and by 29.4% compared to the corresponding period in 2019. In January–September, turnover was MEUR 44.9 (14.7) and increased by 204.7% compared to the previous year and by 58.8% compared to the corresponding period in 2019. In Norway and Denmark, the restrictions related to the Covid-19 pandemic were lifted in February 2022, after which both demand and turnover have remained at a good level.

EBIT in the international business in July–September was MEUR 0.7 (0.4) with a 4.1% (3.5) EBIT margin. In January–September MEUR 3.3 EBIT was MEUR (-3.4) with a 7.3% (-23.0) EBIT margin. EBIT was slightly behind compared to the level in the second quarter due to lower turnover, which in Norway is seasonally weaker during the summer. In Denmark, profitability continued at a good level following the turnaround program.

Seasonal fluctuations in the international business are more even compared to the Finnish operations.

Changes in the restaurant portfolio in July–September 2022

• Postkontoret, Oslo, Norway (new)
• Laboratoriet Skøyen, Oslo, Norway (new)

TURNOVER BY BUSINESS AREA

In accordance with the reorganisation measures announced on 9 June 2022, the company now uses the term "fast food business" for the business that was previously referred to as the "fast casual" business. The allocation of units to the business area has been adjusted in accordance with the new structure, and this has also been taken into account in the comparison figures.

FINNISH OPERATIONS	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Restaurants
Turnover, MEUR	29.3	24.4	78.7	45.4	72.7
Share of total turnover, %	34.1	39.4	35.0	39.0	39.1
Change in turnover, %	20.2	-	73.2	-	-
Units at the end of period, number	91	85	91	85	96
Entertainment venues
Turnover, MEUR	29.5	18.1	70.8	31.0	50.6
Share of total turnover, %	34.3	29.3	31.5	26.6	27.2
Change in turnover, %	62.7	-	128.1	-	-
Units at the end of period, number	71	63	71	63	72
Fast food -restaurants
Turnover, MEUR	10.9	9.4	30.3	25.3	34.8
Share of total turnover, %	12.6	15.2	13.5	21.7	18.7
Change in turnover, %	15.5	-	19.7	-	-
Units at the end of period, number	50	43	50	43	45
Total, MEUR	69.7	51.9	179.9	101.8	158.1

INTERNATIONAL BUSINESS	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Norway
Turnover, MEUR	10.0	5.8	29.0	8.0	16.8
Share of total turnover, %	11.6	9.3	12.9	6.9	9.0
Change in turnover, %	73.6	-	261.1	-	-
Units at the end of period, number	23	21	23	21	21
Denmark
Turnover, MEUR	6.3	4.2	15.9	6.7	11.2
Share of total turnover, %	7.4	6.8	7.1	5.7	6.0
Change in turnover, %	50.8	-	137.2	-	-
Units at the end of period, number	19	18	19	18	19
Total, MEUR	16.3	10.0	44.9	14.7	28.0

THE IMPACT OF THE COVID-19 PANDEMIC ON THE GROUP'S BUSINESS

The Covid-19 pandemic has had a significant impact on the Group's business since March 2020. The restrictions imposed on the restaurant industry by governments to mitigate the pandemic and the impacts on customer demand have had a highly negative effect on NoHo Partners' business operations and financial results. The Group has taken determined action to reduce the pandemic's impacts, uncertainties and risks and to secure the Group's financial position and sufficient financing.

In Finland, strict restrictions on restaurants were in place in January and continued until 14 February 2022, after which alcohol service ended at 11 p.m. and opening hours ended at midnight for all restaurants. At the same time, restrictions on assembly were lifted. The restaurant restrictions in Finland were lifted completely on 1 March 2022.

In Denmark, restaurants had to close at 11 p.m. in January, with alcohol service ending at 10 p.m. Customer capacity was restricted to half of normal and nightclubs were closed. All restaurant restrictions were lifted on 1 February 2022.

In Norway, the ban on the sale of alcohol lasted one month and ended on 14 January 2022, after which all restaurants were allowed to serve alcohol until 11 p.m. and stay open until

midnight. Customer capacity was restricted to half of normal and table service was required. The restaurant restrictions, with the exception of the prohibition of dancing and the requirement to maintain safe distances of one metre, were lifted on 1 February 2022, and the remaining restrictions were lifted on 12 February 2022.

A report on the impacts of the pandemic and changes in restaurant restrictions for the comparison period 2021 is presented in the Financial Statements Release 2021, Note 1. Accounting principles on page 25.

GOVERNMENT ASSISTANCE DURING THE STATE OF EMERGENCY

NoHo Partners received no support related to the Covid-19 pandemic during the third quarter of 2022. Government assistance received by the Group during the first half of 2022 totalled approximately MEUR 6.9.

A more detailed account of government assistance and the distribution thereof is presented on page 21.

CASH FLOW, INVESTMENTS AND FINANCING

The Group's operating net cash flow in January–September was MEUR 46.9 (26.3). Cash flow before change in working capital was MEUR 56.7 and changes in working capital MEUR 0.6. Both receivables and payables included in the working capital have increased along with turnover but the total change in working capital during the review period is not material.

The investment net cash flow in January–September was MEUR -9.1 (-0.5) The investments in January-September in Finland included for example the opening of four new Friends & Brgrs restaurants, the acquisition of the restaurant Sea Horse and the business acquisition of restaurant Origo. In Norway the Group acquired businesses of Postkontoret and Laboratoriet Skøyen. The investment net cash flow includes also MEUR 4.2 of positive cash flow from the sale of Eezy Plc's shares, which were classified as held for sale.

Financial net cash flow amounted to MEUR -39.8 (-18.1), including MEUR 15.0 in amortisation of financial institution loans. Financial cash flow also includes the repayment of a loan of MEUR 1.8 related to the Tesi arrangement.

The Group's interest-bearing net liabilities excluding the impact of IFRS 16 liabilities decreased during the review period by MEUR 24.6 and amounted to MEUR 127.4. The decrease was attributable to the strong profit performance and the Tesi convertible loan arrangement carried out in May, which reduced net debt by over MEUR 10. The Group's gearing ratio excluding the impact of IFRS 16 liabilities decreased from 203.1% at the beginning of the financial period to 141.3%.

Adjusted net finance costs in January–September were MEUR 16.7 (9.5), which included expense of 7.5 MEUR due to decrease of the market value of Eezy Plc shares classified as assets held for sale. IFRS 16 interest expenses in January-September were MEUR 5.5 (4.3).

SIGNIFICANT EVENTS DURING THE REPORTING PERIOD

DIRECTED SHARE ISSUE AS PART OF THE ACQUISITION OF THE ENTIRE SHARE CAPITAL OF SEA HORSE OY

On 1 July 2022, NoHo Partners announced it would acquire the entire share capital of Sea Horse Oy. As part of the acquisition, a share issue was directed to Fonda Oy as the seller of Sea Horse Oy. Sea Horse Oy owns the restaurant Sea Horse, which operates in Helsinki. After the transaction, Sea Horse Oy is fully owned by NoHo Partners. The purchase price for all of the shares in Sea Horse Oy was approximately EUR 2,000,000, of which approximately EUR 620,000 was paid in cash. The remaining part of the purchase price was paid with the new shares. Additionally, the seller is entitled to an earn-out purchase price

payable in cash subject to the fulfilment of certain turnover-related criteria as stipulated by the share purchase agreement.

The subscription price of the new shares was EUR 8.083 per share, corresponding to the average volume-weighted trading price of the NoHo Partners share on the official list of Nasdaq Helsinki Ltd during the preceding three months (1 April–30 June 2022). The new shares were registered in the Trade Register on 7 July 2022 and trading began on 8 July 2022. As a result of the share issue, the total number of NoHo Partners shares increased to 20,699,801.

EVENTS AFTER THE REPORTING PERIOD

THE COMPANY ISSUED A PROFIT WARNING

On 3 October 2022, NoHo Partners announced it increased its guidance concerning turnover and EBIT margin for the year 2022. The company estimates full-year turnover to be over MEUR 300 and EBIT margin for the restaurant business to be over 8.5% due to betterthan-expected demand that has continued after the summer, the company's own profitability development and good booking situation for the rest of the year. Despite continued uncertainty in the market, the company estimates customer demand to continue at a good level during the rest of the year.

NEW NOHO EVENTS BUSINESS UNIT AND CHANGES IN THE EXECUTIVE TEAM

On 13 October 2022, NoHo Partners announced it is establishing a new business unit focused on events and experiences, targeting a leading position in the Nordics. As of 1 November 2022, Maria Koivula was appointed Director of the new NoHo Events business and member of NoHo Partners Plc's Executive Team in Finland.

RENEWED FINANCING AGREEMENT

On 4 November 2022, the company renewed its financing agreement, through which the company's financial position essentially stabilised to the state prior to the Covid-19 crisis. The renewed financing agreement enables growth investments during the strategy period.

RESTAURANT OPENINGS

• Café Savoy, Helsinki, Finland (new)
• Friends & Brgrs, Kuopio, Finland (new)
• Hook, Lahti, Finland (new)
• Piste Ski lodge & Taproom, Ruka, Finland (concept change)

PERSONNEL

During January–September 2022, NoHo Partners Group employed on average 1,424 (851) full-time employees and 700 (569) part-time employees converted into full-time employees as well as 372 (216) rented employees converted into full-time employees.

Depending on the season, some 2,100 people converted into full-time employees work at the Group at the same time under normal circumstances.

NEAR-TERM RISKS AND UNCERTAINTIES

The near-term risks and uncertainties described in this section can potentially have a significant impact on NoHo Partners' business, financial results and future outlook over the next 12 months. The table describes the risks as well as measures to prepare for them and minimise them.

Geopolitical situation	The uncertain geopolitical situation may have an impact on the company's market environment. For the time being, the company does not see
	a significant impact on demand in its operating countries.
	The rise in the general cost level caused by the prevailing global situation has an impact on the company's business. To mitigate the impact, the company has prepared for rising raw material prices, for example, through the centralisation of purchase and sales agreements as well as price increases.
The Covid-19 pandemic	The restaurant industry is a cyclically sensitive sector that reacts quickly to economic cycles, seasonal variation and external disruptions. The Covid-19 pandemic is a good example of an external factor that significantly impacts the industry and its development.
	The Covid-19 pandemic has had a significant impact on the business operations of NoHo Partners in all of the countries in which it operates. The key risks caused by the pandemic have been related to the health and safety of the Group's employees and customers as well as loss of turnover, cash flow, liquidity, solvency and profit. The prolongation of the Covid-19 pandemic and its impacts on the market, customer behaviour, the demand for restaurant services, the national economy and the financial markets are all factors that increase uncertainty in the near term and the longer term.
	For the financial period 2022, a significant risk is related to the negative business impacts of the pandemic due to possible emergence of new virus variants and potential resulting business restrictions. The potential deterioration of the pandemic situation, restrictions imposed by the authorities and related news coverage may have a significant impact on consumer behaviour. The protection provided by vaccine has a significant impact on the recovery of the restaurant industry in the company's operating countries.
	If the restrictions were to be further tightened by the Finnish Government due to a deteriorating pandemic situation or if the Finnish Government decides to again declare a state of emergency and orders restaurants to close, leading to the sudden stoppage of business operations, working capital could eat into cash assets due to the resulting demand shock. Possible restriction measures can lead to a deterioration of the cash position and impaired equity of the company due to lower profitability. The Group has prepared for these risks with the

	financing package it negotiated, by steering its operations with a focus on the cash flow, by reassessing the amount and timing of future investments and other financing arrangements.
	The cumulative cash flow of operations as well as existing liquid assets and available limits cover working capital required by the Group. The Group's financing package, which was renewed in November 2022, secures the Group's long-term financial position and enables growth investments during the strategy period.
General financial situation and changes in customer demand	The sales and profitability of restaurant services are affected by the financial situation of households and the development of purchasing power and corporate sales. The business outlook for the tourism and restaurant sector and consumer confidence have been weakened by the uncertain geopolitical climate and the general rise in costs. Since the beginning of 2022, consumer confidence has declined to a historically low level. So far, demand for services has, however, remained at a good level.
	Inflation and weakening consumer purchasing power and confidence constitute a risk to the development of NoHo Partners' turnover and cash flow. The adaptation of operating costs and the ability to mount an agile response to changes in customer demand are key ways for the Group to influence the development of turnover and EBIT.
Liquidity risk	NoHo Partners aims to ensure adequate financial assets to meet its business and financing needs. When the Covid-19 pandemic hit, the Group shifted from profit-oriented decision-making to cash flow-oriented decision-making. As the pandemic eased and the market opened up, the company returned from cash flow-oriented decision-making to profit-oriented decision-making. The Group's financing needs will be covered by optimising working capital and through external financing arrangements so that the Group has sufficient liquidity or unwithdrawn committed credit arrangements at its disposal. The operational monitoring and management of liquidity risk are centralised in the Group's finance department, where the sufficiency of financing is managed based on rolling forecasts.
	However, unexpected legislative amendments, such as the temporary implementation of the Emergency Powers Act and lockdown, might have a negative effect on the company's liquidity. According to the present view of the Group's management, the Group's current financing arrangements together with the cumulative cash flow of operations as well as existing liquid assets and available limits cover the Group's working capital requirements for the next 12 months, in spite of the potential prolongation of the uncertain market situation caused by the pandemic.
Financial risks	The Group strives to assess and track the amount of funding required by the business during the exceptional circumstances, for example by performing a weekly analysis of the utilisation rate of the restaurants and the development of sales, in order to ensure that the Group has sufficient working capital and liquid assets to fund the operations and repay loans that fall due. The aim is to ensure the availability and flexibility of Group financing through sufficient credit limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well as using several financial institutions and forms of financing, when necessary.
	Changes in the macroeconomic environment or the general financing market situation may negatively affect the company's liquidity as well as the availability, price and other terms and conditions of financing.
Amendments to legislation	Changes in regulations governing the restaurant business in the Group's various markets may have a negative impact on the Group's operations. Regulatory changes concerning, for example, alcohol, food and labour laws and value-added taxation may affect the company's business.

INTERIM REPORT Q1–Q3 2022

Rent level development	Business premises expenses constitute a significant share of NoHo Partners' operating expenses. The Group's business premises are primarily leased, so the development of the general level of rents has a significant impact on the Group's operations.
Labour market situation and labour supply	Due to the pandemic, the labour market situation in the Group's operating countries is challenging, which may also influence NoHo Partners' operations in the future. There is a labour shortage in the restaurant industry, and the future availability of labour can be seen as one uncertainty factor.
Goodwill write-off risk	The Group has a significant amount of goodwill on the consolidated balance sheet, which is subject to a write-off risk in the event that the Group's expected future cash flows decline permanently due to the pandemic or other internal or external factors.

Tampere, 8 November 2022

NOHO PARTNERS PLC

Board of Directors

For more information, please contact:

Aku Vikström, CEO, tel. +358 44 235 7817 Jarno Suominen, Deputy CEO, tel. +358 40 721 5655 Jarno Vilponen, CFO, tel. +358 40 721 9376

NoHo Partners Oyj Hatanpään valtatie 1 B FI-33100 Tampere, Finland

Consolidated statement of profit or loss and other comprehensive income

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Turnover	86.0	61.9	224.7	116.5	186.1
Other operating income	1.5	2.5	11.3	12.6	17.5
Raw materials and supplies	-29.7	-21.6	-77.1	-40.7	-63.8
Employee benefits	-20.3	-14.8	-56.0	-33.9	-52.7
Other operating expenses	-17.3	-11.8	-44.6	-27.3	-41.1
Depreciation, amortisation and impairment losses	-11.8	-12.2	-35.1	-35.1	-47.1
Share of profit of associated company	0.0	0.0	0.0	0.2	0.3
EBIT	8.4	3.9	23.2	-7.6	-0.9
Financial income	0.1	0.2	1.2	0.6	1.1
Interest expenses on financial liabilities	-1.1	-1.6	-3.9	-4.5	-6.0
Interest expenses for right-of-use assets	-1.9	-1.4	-5.5	-4.3	-5.9
Other finance costs	-6.8	-0.2	-8.1	-1.0	-1.1
Net finance costs	-9.8	-3.1	-16.2	-9.1	-11.9
Result before taxes	-1.4	0.9	7.0	-16.7	-12.8
Tax based on the taxable income from the financial period	-1.1	-0.5	-3.3	-0.5	-1.2
Change in deferred taxes	-0.3	1.0	0.5	3.6	3.7
Income taxes	-1.4	0.5	-2.8	3.1	2.4
Result of the financial period	-2.8	1.3	4.2	-13.7	-10.3
Result of the financial period attributable to
Owners of the Company	-3.8	0.7	1.6	-12.2	-10.6
Non-contorolling interests	1.0	0.6	2.5	-1.5	0.3
Total	-2.8	1.3	4.2	-13.7	-10.3

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Earnings per share calculated from the result of the review period for owners of the Company
Basic earnings per share (EUR)	-0.19	0.04	0.08	-0.63	-0.55
Diluted earnings per share (EUR)	-0.19	0.04	0.08	-0.63	-0.55
Consolidated statement of comprehensive income
Result of the financial period	-2.8	1.3	4.2	-13.7	-10.3
Other comprehensive income items (after tax)
Foreign currency translation differences, foreign operations	-0.5	0.1	-1.3	0.0	-0.2
Other comprehensive income items that may be subsequently reclassified to profit or loss, total	-0.5	0.1	-1.3	0.0	-0.2
Total comprehensive income for the period	-3.3	1.4	2.9	-13.6	-10.5
Distribution of the comprehensive income for the financial period
Owners of the Company	-4.3	0.8	0.4	-12.2	-10.8
Non-contorolling interests	1.0	0.6	2.5	-1.5	0.3
Total	-3.3	1.4	2.9	-13.6	-10.5

Non-recurring items for the financial period 1 January – 30 September 2022

The capital gain of MEUR 0.4 arising from the sale of Eezy Plc shares during 1 January–31 March 2022 is included in other operating income. Effective from 1 April 2022, the company has changed the classification of its shareholding in Eezy Plc from a business- related asset to an investment asset. Consequently, items related to Eezy Plc are presented in financial items going forward. Since the classification, an impairment of MEUR 7,5 has been recognised under other finance costs in the income statement. More information on the treatment of Eezy Plc shares in the income statement is presented in the notes on page 19.

Consolidated Balance Sheet

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
ASSETS
Non-current assets
Goodwill	139.7	135.8	137.1
Intangible assets	38.1	41.6	40.4
Property, plant and equipment	48.9	45.7	47.2
Right-of-use assets	163.6	152.5	162.2
Shares in associated companies and joint ventures	0.0	0.3	0.0
Other investments	0.3	0.3	0.3
Loan receivables	0.2	0.1	0.6
Other receivables	2.7	3.0	2.7
Deferred tax assets	14.9	12.8	10.3
Total non-current assets	408.4	392.3	400.8
Current assets
Inventories	6.0	4.3	5.0
Loan receivables	0.8	0.9	0.8
Trade and other receivables	20.0	15.0	16.2
Cash and cash equivalents	4.5	10.9	6.4
Total current assets	31.2	31.0	28.4
Total non-current assets held for sale	18.9	30.4	30.1
TOTAL ASSETS	458.5	453.7	459.3

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
EQUITY AND LIABILITIES
Equity
Share capital	0.2	0.2	0.2
Invested unrestricted equity fund	70.2	58.4	58.4
Retained earnings	6.3	4.6	5.8
Total equity attributable to owners of the Company	76.7	63.2	64.4
Non-controlling interests	6.5	2.9	5.0
Total equity	83.2	66.1	69.4
Non-current liabilities
Deferred tax liabilities	9.7	7.9	5.3
Financial liabilities	93.0	123.5	113.2
Liabilities for right-of-use assets	141.7	130.6	139.6
Other payables	2.4	4.2	3.6
Total non-current liabilities	246.7	266.3	261.8
Current liabilities
Financial liabilities	39.9	47.9	46.4
Provisions	0.0	0.0	0.1
Liabilities for right-of-use assets	30.4	28.3	29.4
Income tax liability	3.4	1.7	2.3
Trade and other payables	54.8	43.5	49.9
Total current liabilities	128.5	121.3	128.1
Total liabilities	375.3	387.6	389.9
TOTAL EQUITY AND LIABILITIES	458.5	453.7	459.3

Consolidated Statement of Changes in Equity

		Equity attributable to owners of the Company
2022 MEUR	Share capital	Invested unrestricted equity fund	Translation difference	Retained earnings	TOTAL	Non-controlling interests	TOTAL EQUITY
Equity at 1 January	0.2	58.4	-0.1	5.9	64.4	5.0	69.4
Total comprehensive income for the period
Result of the financial period				1.6	1.6	2.5	4.2
Other comprehensive income items (after tax)
Foreign currency translation differences, foreign operations			-1.3		-1.3	0.0	-1.4
Total comprehensive income for the period	0.0	0.0	-1.3	1.6	0.3	2.5	2.9
Transactions with shareholder
Contributions and distributions
Dividend distribution					0.0	-0.7	-0.7
Issue of ordinary shares		1.7			1.7		1.7
Convertible bond conversion		10.2			10.2		10.2
Share-based payments				1.0	1.0		1.0
TOTAL	0.0	11.8	0.0	1.0	12.8	-0.7	12.2
Changes in ownership interests
No change in control				-0.8	-0.8	-0.3	-1.1
Change in control					0.0		0.0
TOTAL	0.0	0.0	0.0	-0.8	-0.8	-0.3	-1.1
Total transactions with owners of the Company	0.0	11.8	0.0	0.2	12.0	-0.9	11.1
EQUITY AT 30 SEPTEMBER	0.2	70.2	-1.4	7.7	76.7	6.5	83.2

		Equity attributable to owners of the Company
2021 MEUR	Share capital	Invested unrestricted equity fund	Translation difference	Retained earnings	TOTAL	Non-controlling interests	TOTAL EQUITY
Equity at 1 January	0.2	58.4	0.0	17.5	76.1	4.8	81.0
Total comprehensive income for the period
Result of the financial period				-12.2	-12.2	-1.5	-13.7
Other comprehensive income items (after tax)
Foreign currency translation differences, foreign operations			0.0		0.0	0.0	0.0
Total comprehensive income for the period	0.0	0.0	0.0	-12.2	-12.2	-1.5	-13.6
Transactions with shareholder
Contributions and distributions
Dividend distribution					0.0	-0.6	-0.6
Issue of ordinary shares					0.0		0.0
Convertible bond conversion
Share-based payments					0.0		0.0
TOTAL	0.0	0.0	0.0	0.0	0.0	-0.6	-0.6
Changes in ownership interests
No change in control				-0.8	-0.8	-0.1	-0.9
Change in control					0.0	0.2	0.2
TOTAL	0.0	0.0	0.0	-0.8	-0.8	0.1	-0.6
Total transactions with owners of the Company	0.0	0.0	0.0	-0.8	-0.8	-0.5	-1.3
EQUITY AT 30 SEPTEMBER	0.2	58.4	0.1	4.5	63.2	2.9	66.1

Consolidated statement of cash flows

MEUR	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Cash flows from operating activities
Result of the financial period	4.2	-13.7	-10.3
Adjustments to the result of the reporting period
Non-cash transactions	-1.5	-1.0	-1.8
Depreciation, amortisation and impairment losses	35.1	35.1	47.1
Net finance costs	16.2	9.1	11.9
Income taxes	2.8	-3.1	-2.4
Share of profit of associated company	0.0	-0.2	-0.3
Cash flow before change in working capital	56.7	26.3	44.1
Changes in working capital
Trade and other receivables	-3.4	-1.2	-1.9
Inventories	-0.9	-0.6	-1.3
Trade and other payables	5.0	9.5	15.7
Changes in working capital	0.6	7.7	12.5
Dividend income	0.5	0.6	0.9
Interest paid and other finance costs	-9.8	-8.2	-11.2
Interest received and other finance income	0.1	0.0	0.1
Income taxes paid	-1.2	-0.3	-1.3
Net cash from operating activities	46.9	26.3	45.0
Cash flows from investing activities
Acquisition of tangible and intangible assets	-9.5	-5.9	-9.2
Change in other non-current receivables	0.1	0.3	-0.2
Acquisition of subsidiaries with time-of- acquisition liquid assets deducted	-2.7	-3.1	-3.5
Business acquisitions	-1.6	-0.7	-1.1
Business divestment	0.4	0.3	0.3
Sales of shares of associated companies	4.2	8.7	9.0
Net cash from investing activities	-9.1	-0.5	-4.7

MEUR	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Cash flows from financing activities
Proceeds from non-current loans and borrowings	0.0	7.0	7.0
Payment of non-current loans and borrowings	-18.0	0.0	-12.1
Proceeds from/ repayments of current loans and borrowings	1.6	-3.8	-4.2
Current commercial papers repaid	0.0	-0.5	-0.5
Acquisition of non-controlling interests	-0.5	-0.6	-0.6
Payment of liabilities for right-of-use assets	-22.2	-19.5	-25.9
Dividend distribution	-0.7	-0.6	-0.7
Cash flows from financing activities	-39.8	-18.1	-37.1
Change in cash and cash equivalents	-2.0	7.7	3.3
Cash and cash equivalents at the beginning of the financial period	6.4	3.1	3.1
Cash and cash equivalents at the end of the reporting period	4.5	10.9	6.4
Change in cash and cash equivalents	-2.0	7.7	3.3

Notes

1. ACCOUNTING PRINCIPLES

This unaudited half-year report has been prepared observing the IAS 34 Interim Financial Reporting standard. The half-year report should be read together with the 2021 IFRS consolidated financial statements. The half-year report has been prepared by observing the same accounting principles as with the 2021 IFRS consolidated financial statements, with the exception of the new amendments to the IFRS standards effective as of 1 January 2022. The changes are described in the 2021 IFRS consolidated financial statements.

Preparing the consolidated financial statements under the IFRS requires the use of the management's estimates and assumptions, which affects the amounts of assets and liabilities as well as revenue and costs on the balance sheet. Although the assessments are based on the management's best perception at the moment, it is possible that realisations may deviate from the original assessments and presumptions. Due to uncertainty caused by the Covid-19 pandemic, the management has to exercise more discretion in assessing certain estimated items and the going concern status.

Effective from 1 April 2022, the company classified intra-group loans as net investments for which no repayment period has been defined. Starting from the date of classification, exchange rate differences related to the loans are recognised in translation differences in equity.

All figures are presented as millions of euros (MEUR) and have been rounded to the nearest 0.1 million euros; thus, the sum of individual figures may deviate from the total sum presented.

Segment information

NoHo Partners has begun to disclose restaurant business figures broken down into the business in Finland and the international business. Segment-specific information is presented in Note 3 on page 20.

Going concern assumption

In the two previous years, NoHo Partners has taken purposeful action to reduce the Covid-19 pandemic's impacts, uncertainties and risks and to secure the Group's financial position and sufficient financing.

In February 2021, the Group negotiated a financing agreement with its financing providers, securing the Group's financial position for the coming years and facilitating measures to be taken in the rebuilding phase. As the ultimate duration and overall impacts of the pandemic are difficult to predict, its effects on NoHo Partners' future turnover, result, cash flow and financial position may deviate from the current estimates and assumptions of the management.

On 13 May 2022, the company issued a release regarding an arrangement whereby the management and domestic investors of NoHo Partners Plc acquired a majority of the convertible capital loan granted to the company by Finnish Industry Investment Ltd (Tesi) and converted their purchase into new shares in the company. The company repaid the remaining portion of the loan principal and interest, approximately one-sixth, to Tesi using its cash assets. As a result of the arrangement, the company's equity was strengthened, and its net debt decreased by over MEUR 10. The arrangement provided the company with financial flexibility, which will drive the implementation of future growth projects as part of the company's strategy for profitable growth. The company issued a total of 1,266,300 new shares in connection with the arrangement.

Starting from the beginning of March, the company has operated in an unrestricted business environment in all of its operating countries, and its operations have been significantly cash flow positive since that time.

According to the management, the cumulative cash flow of operations, the funding agreement negotiated in 2021 as well as existing liquid assets and available limits cover the Group's working capital requirements for the next 12 months. In addition, the Group has a shareholding in Eezy Plc that has a market value of approximately MEUR 19 and is classified as an asset held for sale. Through the gradual reduction of its shareholding and the positive cash flow produced by the Group, the Group aims to finance the growth targets for the strategy period 2022–2024 and simultaneously strengthen the Group's balance sheet position. The view of the Group management is that there are grounds for assuming that the business operations of NoHo Partners Group will continue.

If, going forward, the restaurant operations are restricted significantly and for a long time, due to the pandemic or another similar external factor by the government, and the Group is not able to secure adequate additional financing or support from the government, and cannot renegotiate loan amortisation plans or receive sufficient additional debt or equity financing or support for its operations from the market, there may be significant uncertainty concerning the continuity of the Group's operations.

Valuation of the associated company Eezy Plc and change of its classification from a business-related asset to an investment asset

On 11 June 2021, the Group published its updated strategy and financial targets for the strategy period 2022–2024. In connection with this, the Group decided to classify its shareholding in Eezy Plc as an asset held for sale. The Group plans to gradually reduce its shareholdings in Eezy to finance future growth projects and, if necessary, strengthen its balance sheet position.

Non-current assets are classified as held for sale if the amount equivalent to their carrying amount will primarily accumulate from the sale of the assets rather than their continued use. The prerequisites for classification as held for sale are considered to be met when the sale is highly probable and the asset item can be immediately sold in its present condition using common terms, and when the management is committed to the sale and the sale is expected to take place within one year from the classification.

Immediately before the classification, the asset items classified as held for sale are measured according to the applicable IFRS standards. Starting from the moment of classification, the asset items held for sale are measured at carrying amount or fair value less the costs of selling, whichever is lower. Depreciation on these asset items is discontinued and the share of the associated company's result is no longer recognised after the classification. Assets held for sale are presented separately from other assets on the balance sheet.

After the classification, the company's shareholding in Eezy Plc has decreased from 25.3% to 20.5% and the company's representation on the Board of Directors of Eezy Plc decreased from two members to one member in the second quarter of 2022. Taking into account the classification of the shareholding as an asset held for sale, the decrease in the shareholding and the change in the number of the company's representatives on the Board of Directors of Eezy Plc, the company has changed the treatment of Eezy Plc from a business-related asset to an investment asset effective from 12 April 2022. As a result of the change in classification, items related to Eezy Plc will be recognised in financial items, below EBIT, going forward.

On 30 September 2022, NoHo Partners owned 5,139,745 shares in Eezy Plc, corresponding to a holding of approximately 20.5%. The book value of the shares on NoHo Partners Plc's balance sheet is MEUR 18,9, corresponding to EUR 3.68 per share at the end of the review period. The balance sheet value of the shareholding in Eezy Plc was EUR 5.14 per share on NoHo Partners Plc's balance sheet on 31 March 2022. Due to the change in the balance sheet value in the second and third quarter, the company has recognised impairment of MEUR 7.5 in finance costs, under other financial items in the income statement. If the fair value of Eezy Plc returns to its original book value, the recognised impairment will be reversed up to the original value (EUR 5.14/share).

2. TURNOVER

DISTRIBUTION OF TURNOVER BETWEEN GOODS AND SERVICES

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Sales of goods	78.5	56.5	205.0	108.1	170.7
Sales of services	7.6	5.4	19.7	8.4	15.3
Total	86.0	61.9	224.7	116.5	186.1

DISTRIBUTION OF TURNOVER BY BUSINESS AREA

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Restaurants	29.3	24.4	78.7	45.4	72.7
Entertainment venues	29.5	18.1	70.8	31.0	50.6
Fast food restaurants	10.9	9.4	30.3	25.3	34.8
Restaurants in Norway	10.0	5.8	29.0	8.0	16.8
Restaurants in Denmark	6.3	4.2	15.9	6.7	11.2
Total	86.0	61.9	224.7	116.5	186.1

The sale of goods primarily comprises food and beverage sales by restaurant operations to private and corporate customers. The services include restaurants' service sales and marketing support payments received. The Group has sales in Finland, Denmark and Norway.

In accordance with the reorganisation measures announced on 9 June 2022, the company now uses the term "fast food business" for the business that was previously referred to as the "fast casual" business. The allocation of units to the business area has been adjusted in accordance with the new structure, and this has also been taken into account in the comparison figures.

Asset and debt items based on contracts with customers

Of asset items based on contracts, a total of MEUR 0.1 (-0.4) was recognised as credit losses and IFRS 9 credit loss provisions during the period 1 January–30 September 2022. The Group has no asset items recognised for the costs of obtaining or fulfilling contracts with customers. The Group's contracts with customers do not include restitution or repayment obligations or special warranty terms.

Restaurants sell gift cards, which are presented in current liabilities. Gift card revenue is recognised when the card is used. On 30 September 2022, the value of gift cards sold was EUR 2.6 million, and they are expected to be recognised as revenue during the next 12 months.

3. SEGMENT INFORMATION

During the Covid-19 pandemic, the Group has started to separately monitor the profitability figures of the Group's Finnish operations and its international business. With the restrictions related to the pandemic being lifted and the business returning to normal, the Group has made the decision to divide its operations into two operational reported segments: the Finnish operations and the international business. At the same time, NoHo Partners has begun to monitor the segments' business operations separately and they are managed as separate units. The Country Managers of the international business are responsible for their business areas and participate in the international business steering group work on their business areas. Selections, product pricing and marketing measures are decided at the country level.

Business management needs vary from segment to segment, as the maturity of the business operations is very different. The company's position in the Finnish market has stabilised, and in addition to managing daily operational activities, it focuses on seeking growth in accordance with its strategy, both from the scaling up of the Friends & Brgrs chain to the national level as well as from large and profitable urban projects. With regard to international business operations, the company focuses on the implementation of the Danish profitability programme and the acceleration of Norwegian growth through acquisitions.

The Group's supreme operational decision-maker, NoHo Partners' Executive Team, is responsible for resource allocation and income estimates. The segment information presented by the Group is based on the management's internal reporting that is prepared in accordance with the IFRS standards. The pricing between segments is based on a fair market price.

The Group's evaluation of profitability and decisions concerning the resources to be allocated to a segment are based on the segments' EBIT. It is the understanding of the management that this is the most suitable benchmark for comparing the profitability of the segments to other companies in their respective fields. Financial income and expenses are not monitored at the segment level, as the Group financing mainly manages the Group's liquid assets and financial liabilities.

SEGMENT REPORTING

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1– Q3 2021	Q1–Q4 2021
Turnover
Finland	69.7	51.9	179.9	101.8	158.1
International	16.3	10.0	44.9	14.7	28.0
Group	86.0	61.9	224.7	116.5	186.1
Other operating income
Finland	1.3	1.6	8.5	7.2	9.4
International	0.2	0.9	2.8	5.4	8.1
Group	1.5	2.5	11.3	12.6	17.5
Depreciation, amortisation and impairment losses
Finland	-9.0	-9.8	-26.8	-27.4	-36.4
International	-2.8	-2.5	-8.3	-7.7	-10.7
Group	-11.8	-12.2	-35.1	-35.1	-47.1
EBIT
Finland	7.7	3.6	19.9	-4.2	1.0
International	0.7	0.4	3.3	-3.4	-1.9
Group	8.4	3.9	23.2	-7.6	-0.9
Operational EBITDA
Finland	9.1	6.4	24.2	2.2	9.3
International	1.6	1.1	5.9	-0.7	2.0
Group	10.7	7.5	30.1	1.5	11.3
Assets
Finland			404.5	400.1	400.6
International			112.9	100.3	106.3
Eliminations			-58.4	-46.7	-47.6
Group			459.0	453.7	459.3
Liabilities
Finland			308.9	322.2	319.7
International			125.3	112.1	117.8
Eliminations			-58.4	-46.7	-47.6
Group			375.8	387.6	389.9

4. GOVERMENT GRANTS

The impacts of the Covid-19 pandemic on the Group's business operations are described on page 8 of this interim report.

Finland

During the second quarter, the company received MEUR 4.3 in compensation for uncovered fixed expenses from the Finnish state pursuant to the retrospectively confirmed Act on Support for Business Costs. The aid is intended primarily for medium-sized and large enterprises for the period from December 2021 to February 2022, during which business activities were restricted or completely blocked by government orders. As the business normalised during the second quarter all financial government support models have ended.

Norway

In January 2022, while the restrictions were in force, the Norwegian state covered up to 85 per cent of fixed expenses if turnover decreased by more than 30 per cent compared to the corresponding period in 2019. Waste was reimbursed at a rate of 100% and the turnover of cancelled events at a rate of 70%. The wage subsidy was 80 per cent (up to NOK 30,000 per month). In addition, in the second quarter, the municipality of Oslo paid additional support to companies whose turnover decreased due to the restrictions in effect at the beginning of the year. As the business normalised during the second quarter all financial government support models have ended.

Denmark

In Denmark, while the restrictions were in force in the first quarter, the state supported companies in the restaurant industry by covering 80 per cent of their fixed expenses, relative to the decline in turnover. In January 2022, in addition to this, the wage subsidy was 90 per cent of the wages of hourly paid workers and 75 per cent of the salaries of monthly wage earners. As the business normalised during the second quarter all financial government support models have ended.

SPECIFICATION OF GOVERNMENT GRANTS

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Finland
Compensation for restriction of operations/ closure compensation *	0.0	0.0	0.0	1.8	1.8
Business cost support/ compensation for fixed expenses **	0.0	0.0	4.3	2.0	2.5
Development grant/ General grant by the Ministry of Education and Culture	0.0	0.0	0.0	0.0	0.2
Norway
Compensation for fixed expenses	0.0	0.5	1.3	2.9	3.8
Compensation related to wage expenses	0.0	0.0	0.4	0.0	0.4
Denmark
Compensation for fixed expenses	0.0	0.2	0.6	1.6	2.5
Compensation related to wage expenses	0.0	0.0	0.2	0.9	1.1
Total	0.0	0.7	6.9	9.2	12.2

* Includes closure compensation for medium-sized and large companies in 2021 ** Includes compensation for uncovered fixed expenses in accordance with the 2021 EU state subsidy programme and business cost support

Government grants are recognised when it is reasonably certain that the related conditions are met and the grants will be received. The management estimates that the aforementioned conditions are satisfied for the grants recognised during the financial period. The Group has not received direct benefits from government support of any other type.

Government grants related to expenses are entered on the balance sheet as deferred income and recognised through profit or loss under other operating income for the periods corresponding to the expenses that they cover.

5. CHANGES IN GROUP STRUCTURE

ACQUIRED SUBSIDIARIES AND BUSINESSES

	Business acquired	Shareholding acquired	Transfer of the right of ownership and management	Location
Restaurant Origo	x		3.1.2022	Hanko
Sea Horse Oy		100	1.7.2022	Helsinki
Tøyen Kulturhus As		100	1.7.2022	Oslo
Restaurant Laboratoriet Skøyen	x		1.9.2022	Oslo

TOTAL VALUE OF THE ASSETS AND LIABILITIES ACQUIRED BY THE GROUP AT THE MOMENT OF TRANSFER OF CONTROL

MEUR	Finnish operations	International business	Total
Assets
Intangible assets	0.8	0.5	1.2
Property, plant and equipment	0.2	0.7	0.9
Current receivables	0.1	0.1	0.1
Inventories	0.0	0.1	0.1
Cash and cash equivalents	0.3	0.4	0.7
Assets in total	1.4	1.7	3.1
Liabilities
Deferred tax liabilities	0.1	0.1	0.2
Other payables	0.2	0.3	0.5
Liabilities in total	0.4	0.3	0.7
Net assets	1.1	1.3	2.4
Total purchase consideration at time of acquisition
Share of purchase consideration consisting of cash and cash equivalents	1.2	3.1	4.4
Share of equity of the purchase consideration	1.3	0.0	1.3
Contingent purchase consideration	0.3	0.0	0.3
Total purchase consideration	2.9	3.1	6.0
Generation of goodwill through acquisitions
Total purchase consideration	2.9	3.1	6.0
Net identifiable assets of the acquired entity	1.1	1.3	2.4
Goodwill	1.8	1.8	3.6

The acquisition cost calculations are preliminary. The acquisition does not involve material costs of external expert services.

IFRS 16 RIGHT-OF-USE ASSETS OF THE ACQUIRED BUSINESSES

MEUR	Total acquisitions
Finnish operations	1.6
International business	1.8

Determination of contingent transaction prices

The amount of the transaction price for Dubliners, DOD, MEO, Rådhuskroken, SFB and Complete Security, acquired in 2019, that was paid at the time of acquisition was MEUR 7.2. The contracts between NoHo Partners and Crea Diem AS include put and call options, due in 2023, for redeeming shares in non-controlling interests' possession. The company has estimated that the probability of exercising the options is high. The shareholding of noncontrolling interests, MEUR 1.3, is presented as a contingent additional transaction price under liabilities. According to the contracts, the fair value of the companies will be determined in 2023.

Of the transaction price for the acquisition of The Bird Mother ApS, acquired in 2018, a total of MEUR 1.4 was paid at the time of acquisition. The remainder of the transaction price will be determined according to the actual EBITDA for January–December 2022 and the multiplier stipulated by the acquisition agreement. The estimated earn-out amounts to MEUR 0.2.

SOLD BUSINESS OPERATIONS

GROUP'S SHARES IN SUBSIDIARIES AND BUSINESSES SOLD DURING THE FINANCIAL PERIOD

Name	Business sold	Shareholding sold	Date of control transfer	Location
Restaurant business, Ravnsborggade 14	x		1.1.2022	Copen hagen
Restaurant business, Kuopio	x		1.1.2022	Kuopio
Restaurant business, Skatten	x		1.3.2022	Oslo

TOTAL VALUE OF THE ASSETS AND LIABILITIES SOLD BY THE GROUP AT THE MOMENT OF TRANSFER OF CONTROL

MEUR	Total
Goodwill	0.1
Right-of-use assets	1.0
Other asset items	0.1
Liabilities for right-of-use assets	-1.0
Net assets in total	0.1

Gains on disposal totalling MEUR 0.1 were recognised in the income statement.

6. INTANGIBLE AND TANGIBLE ASSETS

GOODWILL

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Book value at the beginning of the period	137.1	135.2	135.2
Business acquisitions	3.6	0.5	1.1
Deductions	-0.1	-0.2	-0.3
Translation differences	-0.8	0.4	0.6
Transfers between account types	0.0	0.0	0.4
Book value at the end of the review period	139.7	135.8	137.1

INTANGIBLE ASSETS

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Book value at the beginning of the period	40.4	44.6	44.6
Business acquisitions	1.2	0.5	0.8
Increase	0.1	0.0	0.1
Depreciation, amortisation and impairment losses	-3.4	-3.8	-5.0
Deductions	0.0	-0.1	-0.3
Translation differences	-0.2	0.4	0.2
Book value at the end of the review period	38.1	41.6	40.4

PROPERTY, PLANT AND EQUIPMENT

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Book value at the beginning of the period	47.2	48.5	48.5
Business acquisitions	0.9	0.2	0.7
Increase	9.0	5.9	10.2
Depreciation, amortisation and impairment losses	-7.2	-8.6	-11.8
Deductions	-0.3	-0.5	-0.8
Translation differences	-0.4	0.2	0.3
Transfers between account types	-0.3	0.0	0.0
Book value at the end of the review period	48.9	45.7	47.2

7. LEASE AGREEMENTS

During the review period, the Group's rent concessions amounted to approximately MEUR 0.5. Most of the rent concessions concern international businesses. The Group has applied the practical expedient stipulated by the amendment to not treat rent concessions granted due to the Covid-19 pandemic as changes in leases under IFRS 16. Starting from the fourth quarter of 2021, the Group has applied a practical relief to equipment leases, in accordance with which the Group combines leases with similar characteristics in the portfolio. The Group regularly assesses the size and composition of the portfolio of equipment leases. The incremental borrowing rate applied to new leases is 5.0%.

RIGHT-OF-USE ASSETS

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Book value at the beginning of the period	162.2	148.0	148.0
Increase	11.4	5.6	21.5
Reassessments and modifications	18.3	21.2	22.0
Depreciation, amortisation and impairment losses	-24.5	-22.8	-30.3
Deductions	-2.1	-0.3	-0.3
Translation differences	-1.8	0.8	1.3
Book value at the end of the review period	163.6	152.5	162.2

CHANGE IN LEASE LIABILITY

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Book value at the beginning of the period	169.0	153.2	153.2
Net increases	27.6	26.5	43.2
Rent payments	-27.7	-23.8	-31.8
Rent concessions, Covid-19	-0.5	-2.0	-2.8
Interest expenses	5.5	4.3	5.9
Translation differences	-1.8	0.8	1.3
Book value at the end of the review period	172.1	158.9	169.0

LEASE LIABILITY

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Non-current	141.7	130.6	139.6
Current	30.4	28.3	29.4
Total	172.1	158.9	169.0

LEASES IN THE INCOME STATEMENT

milj. euroa	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Rent concessions, Covid-19	0.0	0.4	0.5	2.0	2.8
Expenses related to short-term leases, leases for underlying assets of low value and variable leases	-3.3	-0.9	-7.8	-3.1	-4.9
Depreciation of right-of-use assets	-8.2	-7.6	-24.5	-22.8	-30.3
Interest expenses on lease liabilities	-1.9	-1.4	-5.5	-4.3	-5.9
Total	-13.4	-9.5	-37.4	-28.1	-38.3

8. IMPAIRMENT TESTING

The Group tests goodwill annually in order to identify any impairment. Furthermore, the Group tracks internal and external indications of any impairment of goodwill. The Covid-19 pandemic has had a significant negative impact on the business operations of NoHo Partners.

In June 2021, the Group updated its long-term financial targets for the strategy period 2022– 2024. Impairment testing was carried out on 31 December 2021 using the book values and calculations of future cash amounts valid at the time. On 31 December 2021, the recoverable cash flow based on value-in-use calculations exceeded the book value by more than MEUR 30. The impairment tests on 31 December 2021 did not indicate a need for impairment of goodwill or intangible rights with an indefinite useful life. The impairment testing is described in NoHo Partners' consolidated financial statements for 2021.

THE GROUP'S GOODWILL, BRANDS WITH AN INDEFINITE USEFUL LIFE, NAME-USE-RIGHTS, NON-COMPETITION AGREEMENTS AND LEASES

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Goodwill	139.7	135.8	137.1
Brands and name-use-rights	21.7	21.8	21.8
Non-competition agreements	0.1	0.1	0.1
Leases	2.7	2.7	2.7

The restrictions imposed by governments due to the Covid-19 pandemic were lifted as of the beginning of March 2022, and demand has recovered quickly after the restriction period in all of the countries where the Group operates. The Group's management has assessed that, on 30 September 2022, there were no indications of impairment that would create the need to update impairment testing compared to the situation on 31 December 2021.

9. FINANCIAL LIABILITIES

The implementation of NoHo Partners' strategy and the financing of its business growth is partly dependent on outside financing. The company continuously strives to assess and monitor the amount of financing required for business in order to have sufficient liquidity to finance operations and repay maturing loans. Changes in the macroeconomic environment or the general financing market situation may negatively affect the company's liquidity as well as the availability, price and other terms and conditions of financing. Changes in the availability of equity and credit capital financing and in the terms and conditions of available financing may affect the company's ability to invest in business development and growth in the future. The Covid-19 pandemic has had a significant negative impact on the business operations and liquidity of NoHo Partners.

The company negotiated a long-term financing package in February 2021.

On 13 May 2022, NoHo Partners issued a release regarding an arrangement whereby the management and domestic investors of NoHo Partners Plc acquired a majority of the convertible capital loan granted to the company by Finnish Industry Investment Ltd (Tesi) and converted their purchase into new shares in the company. The company repaid the remaining portion of the loan principal and interest, approximately one-sixth, to Tesi using its cash assets. As a result of the arrangement, the company's equity was strengthened and its net debt decreased by over MEUR 10. The arrangement provided the company with financial flexibility, which will drive the implementation of future growth projects as part of the company's strategy for profitable growth. The company issued a total of 1,266,300 new shares in connection with the arrangement.

During the review period, the Group extended its commercial paper programme at the amount of MEUR 4.0 until March 2023.

The next covenant review will take place on 31 December 2022.

MATURITY DISTRIBUTION OF FINANCIAL LIABILITIES

		<1 year
MEUR	Balance sheet value	Q4/2022	Q1/2023	Q2/2023	Q3/2023	1-2 years	2-5 years	>5 years
Commercial paper programme	4.0		4.0
Other loans	121.6	7.7	15.1	2.7	3.1	13.0	78.8	1.2
Total	125.6	7.7	19.1	2.7	3.1	13.0	78.8	1.2
Account limits in use *	7.3
Total	132.8

MATURITY DISTRIBUTION OF INTEREST ON FINANCIAL LIABILITIES

MEUR	<1 year	1-2 years	2-5 years	>5 years
Interest on financial liabilities	3.4	3.0	5.1	0.2

The Group has made interest payments on loans in accordance with the normal terms of the financing agreement.

MATURITY DISTRIBUTION ACCORDING TO RENEWED FINANCING AGREEMENT ON 4 NOVEMBER 2022

		<1 year
MEUR	Balance sheet value	Q4/2022	Q1/2023	Q2/2023	Q3/2023	1-2 years	2-5 years	>5 years
Commercial paper programme	4.0		4.0
Other loans	121.6	7.7	4.1	3.6	4.1	16.8	84.1	1.1
Total	125.6	7.7	8.1	3.6	4.1	16.8	84.1	1.1
Account limits in use *	7.3
Total	132.8

* The account limits in use are in effect indefinitely and no due date has been specified for them. The account limits are classified as current liabilities.

The table indicating the maturity dates of financial liabilities includes all interest-bearing financial liabilities as well as other liabilities classified as financial liabilities.

TRADE PAYABLES AND LIABILITIES FOR RIGHT-OF-USE ASSETS, MATURITY DISTRIBUTION

MEUR	Discounted balance sheet value	Undiscounted value	<1 year	1-2 years	2-5 years	>5 years
Transaction price liabilities	2.5	2.6	0.7	1.9
Trade payables	23.0	23.0	23.0
Liabilities for right-of-use assets	172.1	206.2	37.2	34.6	70.4	64.0
Total	197.6	231.8	60.9	36.5	70.4	64.0

The Group does not have material extended debt repayment periods in effect.

On 30 September 2022, the Group's cash and cash equivalents totalled MEUR 4.5 and the unwithdrawn loan and account limits available to the Group amounted to MEUR 5.4. In addition, on 30 September 2022, the Group owned 5,139,745 shares in the listed company Eezy Plc, corresponding to a holding of 20.5%. At the closing share price on 30 September 2022, the market value of this shareholding was approximately MEUR 19.

10. RELATED PARTY TRANSACTIONS

The Group's related parties are the parent company, subsidiaries, associated company and the key management personnel. Key management personnel include the members of the Board of Directors, the Group's Executive Team, the Chief Executive Officer and his/her deputy, as well as their close family members. Furthermore, related entities include any owners who can exercise control or significant influence in NoHo Partners, the companies where the said owners have a controlling interest, and companies where a person exercising control over NoHo Partners exercises significant influence or works in the management of the company or its parent company.

TRANSACTIONS WITH RELATED ENTITIES

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Sales	0.1	0.0	0.1
Lease costs	0.3	0.2	0.3
Purchases	13.4	7.7	13.5
Rent income	0.0	0.1	0.1
Receivables	0.9	0.7	0.8
Liabilities	2.1	1.2	2.1

EEZY PLC'S SHARE OF RELATED PARTY TRANSACTIONS

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Sales	0.1	0.0	0.0
Purchases	12.1	6.4	10.4
Liabilities	1.8	1.1	2.0

Transactions with related entities have been completed applying the same terms as transactions with independent parties.

SHARE-BASED INCENTIVE SCHEME FOR KEY PERSONNEL

On 30 November 2021, NoHo Partners Plc announced the extension of the share-based incentive scheme aimed at the company's key employees and the third earning period of the share-based remuneration scheme. According to the stock exchange release of 22 March 2022, the company's Board of Directors decided to extend the third earning period of the long-term share-based incentive scheme for key personnel due to the restaurant restrictions tightened in December 2021. The third earning period lasts 16 months and it started on 1 December 2021 and will end on 31 March 2023. The introduction of the share-based incentive scheme was announced on 30 November 2018.

The earning criteria for the third earning period are based on NoHo Partners Plc's relative EBIT. The share-based incentive scheme covers eight persons in the third earning period.

INTERIM REPORT Q1–Q3 2022

In accordance with the previous decision, a maximum of 281,828 NoHo Partners Plc shares may be paid to the key employees for the third earning period. According to the average rate of 21 March 2022, the value of the maximum remuneration would be approximately MEUR 2.3. The Board of Directors anticipates that if the reward for the third earning period was paid fully in shares, the maximum dilutive effect on the number of the company's registered shares would be 1.44%.

Costs from the share-based incentive plan are recognised as staff expenses over time and in equity under earnings. Based on the management's estimate, MEUR 2.0 of benefits paid in shares has been cumulatively recognised as expenses for the open earning period by 30 September 2022.

11. CONTINGENT ASSETS AND LIABILITIES AND COMMITMENTS

GUARANTEES AND CONTINGENT LIABILITIES

MEUR	30 Sep 2022	30 Sep 2021	31 Dec 2021
Liabilities with guarantees included on the balance sheet
Loans from financial institutions, non-current	89.8	123.9	101.9
Loans from financial institutions, current	33.8	37.3	29.4
Total	123.6	161.2	131.3
Guarantees given on behalf of the Group
Collateral notes secured by a mortgage	37.5	37.5	37.5
Real estate mortgage	5.1	4.3	4.3
Subsidiary shares	106.6	103.9	103.9
Other shares	18.9	39.6	35.1
Bank guarentees	9.8	9.6	9.6
Other guarantees	3.1	3.1	3.0
Total	181.0	198.0	193.3
Purchase commitments Eezy Plc	37.6	53.6	49.7
Contingent transactions prices	1.6	2.3	2.1

The Eezy Plc shares pledged as security for liabilities have been measured at market price.

12. KEY FIGURES

MEUR	Q3 2022	Q3 2021	Q1–Q3 2022	Q1–Q3 2021	Q1–Q4 2021
Earnings per share, EUR	-0.19	0.04	0.08	-0.63	-0.55
EBIT, %	9.7	6.4	10.3	-6.5	-0.5
Material margin, %	74.9	74.1	74.8	73.5	74.4
Personnel expenses, %	32.4	32.1	33.4	36.4	36.0
Average personnel
Registered personnel
Full-time personnel			1,424	851	951
Part-time personnel converted into full-time personnel			700	569	546
Rented workforce, converted to full-time equivalents			372	216	262
Return on equity, % (p.a.)			7.3	-24.8	-13.7
Return on investment % (p.a.)			8.3	-2.4	0.0
Equity ratio, %			18.2	14.6	15.1
Adjusted equity ratio, % *			29.1	22.5	24.0
Gearing ratio, %			359.8	481.6	462.4
Interest-bearing net liabilities			299.4	318.2	320.9
Adjusted net finance costs	9.8	3.1	16.7	9.5	12.5
Key figures excluding the IFRS 16 effect
Gearing ratio, %			141.3	223.7	203.1
Interest-bearing net liabilities			127.4	159.2	151.9
Operational EBITDA, bridge calculation
EBIT	8.4	3.9	23.2	-7.6	-0.9
Depreciation, amortisation and impairment losses	11.8	12.2	35.1	35.1	47.1
Share of profit of associated company	0.0	0.0	0.0	-0.2	-0.3
Translating IFRS 16 lease expenses to be cash flow based	-9.5	-8.7	-28.1	-25.8	-34.6
Operational EBITDA	10.7	7.5	30.1	1.5	11.3

* The company has taken into use a new key figure, adjusted equity ratio. The calculation formulas for key figures are presented on page 29.

CALCULATION FORMULAS OF KEY FIGURES

Key figures required by the IFRS standards

Earnings per share

Parent company owners' share of result of the financial

period Average number of shares

Earnings per share (diluted)

Parent company owners' share of result of the financial period Diluted average number of shares

Alternative performance measures

NoHo Partners presents certain comparable financial key figures (alternative performance measures) that are not included in the IFRS standards. The alternative performance measures presented by NoHo Partners should not be reviewed separately from the corresponding IFRS key figures and should be read together with the most closely corresponding IFRS key figures.

As of 1 July 2022, the company has taken into use a new key figure, adjusted equity ratio, which takes into account IFRS leases and gives, according to the company's view, a more accurate assessment on the company's financial standing.

Return on equity, %

Result of the financial period (result attributable to the owners of the parent + result attributable to NCIs)	*	100
Equity on average (attributable to owners of the company and NCIs)
Equity ratio, %
Equity (attributable to owners of the company and NCIs)	*	100
Total assets – advances received
Adjusted equity ratio, %
Equity (attributable to owners of the company and NCIs)	*	100
Total assets – advances received – liabilities according to IFRS 16
Return on investment, %
Result of the financial period before taxes + finance costs	*	100
Equity (attributable to owners of the company and NCIs) + interest-bearing financial liabilities on average

Interest-bearing net liabilities

Interest-bearing liabilities – non-current interest-bearing receivables – cash and cash equivalents

Interest-bearing net liabilities excluding IFRS 16

Interest-bearing liabilities without IFRS 16 liabilities – non-current interest-bearing receivables – cash and cash equivalents

Gearing ratio, %

Interest-bearing net liabilities	*	100
Equity (attributable to owners of the company and non
controlling interests)
Gearing ratio, % excluding IFRS 16
Interest-bearing net liabilities excluding IFRS 16	*	100
Equity (attributable to owners of the company and NCIs) – depreciations,
amortisations, lease costs and finance costs recorded in the income
statement with regard to IFRS 16
Personnel expenses, %
Employee benefits + leased labour	*	100

Turnover

Material margin, %

Turnover – raw materials and consumables	*	100
Turnover

Adjusted net finance costs

Financial income – finance costs (adjusted by acquisition-related entries in accordance with the IFRS standards and the exchange rate differences of financial items)

Operational EBITDA *

EBIT + depreciation and impairment – share of associated company's result – adjustment of IFRS 16 lease expenses to cash flow based

* The term "Operating cash flow" previously used by the company has been replaced with "Operational EBITDA". The content of the indicator has not changed.

NoHo Partners Plc is a Finnish group established in 1996, specialising in restaurant services. The company, which was listed on Nasdaq Helsinki in 2013 and became the first Finnish listed restaurant company, has continued to grow strongly throughout its history. The Group companies include some 250 restaurants in Finland, Denmark and Norway. The well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Sea Horse, Stefan's Steakhouse, Palace, Löyly, Hanko Sushi, Friends & Brgrs, Campingen and Cock's & Cows. Depending on the season, the Group employs approximately 2,100 people converted into full-time employees. The Group aims to achieve turnover of EUR 400 million by the end of 2024. The company's vision is to be the leading restaurant company in Northern Europe.

WWW.NOHO.FI/EN