Quarterly Report • Mar 19, 2018
Quarterly Report
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Lehto Group Plc | Financial Statements 2017
| Consolidated statement of comprehensive income, IFRS ����������������������������� |
2 |
|---|---|
| Consolidated balance sheet, IFRS������������������������������������������������������������������� | 3 |
| Consolidated cash flow statement, IFRS �������������������������������������������������������� |
4 |
| Consolidated statement of changes in equity, IFRS��������������������������������������� | 5 |
| Notes to the consolidated financial statements�������������������������������������������� | 6 |
| Income statement for parent company, FAS ����������������������������������������������� |
29 |
| Balance sheet for the parent company, FAS������������������������������������������������ | 30 |
| Cash flow statement for the parent company, FAS ������������������������������������� |
31 |
| Notes to the Financial Statements for the parent company ����������������������� |
31 |
| Board of Directors' proposal for the distribution of profits������������������������� | 35 |
| Signatures to the Annual Report and Financial Statements������������������������ | 35 |
| The Auditor's Note���������������������������������������������������������������������������������������� | 35 |
| Group key figures�������������������������������������������������������������������������������������������� | 36 |
| Shares and shareholders��������������������������������������������������������������������������������� | 38 |
| Auditor's Report���������������������������������������������������������������������������������������������� | 39 |
| Note | 1 Jan – 31 Dec 2017 |
1 Jan – 31 Dec 2016 |
|
|---|---|---|---|
| Net sales | 2 | 594 139 | 361 789 |
| Other operating income | 3 | 1 480 | 387 |
| Changes in inventories of finished goods and | |||
| work in progress | 45 355 | 23 921 | |
| Capitalised production | 796 | ||
| Raw materials and consumables used | -245 074 | -133 137 | |
| External services | -251 406 | -162 146 | |
| Employee benefit expenses | 4 | -61 268 | -36 921 |
| Depreciation and amortisation | 5 | -3 161 | -2 167 |
| Other operating expenses | 6 | -19 320 | -11 375 |
| Operating profit | 61 541 | 40 351 | |
| Financial income | 7 | 307 | 233 |
| Financial expenses | 7 | -710 | -442 |
| Share of associated company profits (losses) | 13 | 24 | 3 |
| Profit before taxes | 61 162 | 40 146 | |
| Income taxes | 8, 16 | -11 983 | -8 243 |
| Profit for the financial year | 49 179 | 31 904 | |
| Profit attributable to | |||
| Equity holders of the parent company | 49 217 | 31 903 | |
| Non-controlling interest | -38 | 1 | |
| 49 179 | 31 904 | ||
| Earnings per share calculated from the profit attributable to equity holders of the parent company, EUR per share |
9 | ||
| Earnings per share, basic | 0,84 | 0,59 | |
| Earnings per share, diluted | 0,84 | 0,59 |
| ASSETS | Note | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|---|
| Non-current assets | |||
| Goodwill | 10 | 4 624 | 4 624 |
| Other intangible assets | 10 | 2 132 | 3 398 |
| Property, plant and equipment | 11 | 10 621 | 8 001 |
| Investment properties | 12 | 757 | 777 |
| Investments in associated companies | 13 | 820 | 796 |
| Other financial assets | 14 | 199 | 199 |
| Receivables | 15 | 1 006 | 1 050 |
| Deferred tax assets | 16 | 4 325 | 2 688 |
| Non-current assets total | 24 483 | 21 534 | |
| Current assets | |||
| Inventories | 17 | 119 855 | 77 460 |
| Trade and other receivables | 18 | 127 066 | 91 689 |
| Current tax assets | 18 | 3 | 317 |
| Financial assets at fair value through profit or loss |
19 | 23 269 | 30 120 |
| Cash and cash equivalents | 20 | 44 739 | 37 570 |
| Current assets total | 314 932 | 237 155 | |
| TOTAL ASSETS | 339 415 | 258 689 |
| EQUITY AND LIABILITIES | Note | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|---|
| Equity | |||
| Share capital | 100 | 100 | |
| Invested non-restricted equity reserve | 69 155 | 69 155 | |
| Translation adjustment | -79 | 1 | |
| Retained earnings | 34 346 | 14 398 | |
| Profit for the financial year | 49 217 | 31 903 | |
| Capital attributable to equity holders of the parent company |
152 740 | 115 557 | |
| Non-controlling interest | 271 | 3 | |
| Equity, total | 21 | 153 011 | 115 560 |
| Non-current liabilities | |||
| Deferred tax liabilities | 16 | 427 | 432 |
| Provisions | 22 | 4 098 | 3 044 |
| Financial liabilities | 23 | 11 109 | 4 093 |
| Other non-current liabilities | 24 | 2 485 | 3 634 |
| Non-current assets, total | 18 119 | 11 203 | |
| Current liabilities | |||
| Advances received | 24 | 69 237 | 67 287 |
| Trade and other payables | 24 | 72 510 | 49 418 |
| Current income tax liabilities | 24 | 700 | 2 681 |
| Financial liabilities | 23 | 25 840 | 12 540 |
| Current assets, total | 168 285 | 131 927 | |
| Liabilities, total | 186 404 | 143 129 | |
| TOTAL EQUITY AND LIABILITIES | 339 415 | 258 689 |
| Note | 31 Dec 2017 | 31 Dec 2016 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit for the financial year | 49 179 | 31 904 | |
| Adjustments: | |||
| Non-cash items | 22 | 707 | 1 783 |
| Depreciation and amortisation | 3 161 | 2 167 | |
| Share of associated company profits (losses) |
-24 | -3 | |
| Financial income and expenses | 403 | 224 | |
| Capital gains | -4 | -71 | |
| Dividends received | -1 | -16 | |
| Income taxes | 11 983 | 8 243 | |
| Changes in working capital: | |||
| Change in trade and other receivables | -40 616 | -32 850 | |
| Change in inventories | -42 396 | -25 316 | |
| Change in trade and other payables | 30 579 | 30 345 | |
| Interest paid and other financial expenses | -764 | -441 | |
| Financial income received | 307 | 214 | |
| Income taxes paid | -15 292 | -7 878 | |
| Net cash from operating activities | -2 777 | 8 304 | |
| Cash flow from investments | |||
| Investments in property, plant and equip | |||
| ment | -4 082 | -7 413 | |
| Investments in intangible assets | -412 | -144 | |
| Acquisition of subsidiaries 1) | -1 053 | -4 490 | |
| Proceeds from sale of property, plant and equipment and intangible assets |
4 | 53 | |
| Purchases of available-for-sale financial | |||
| assets and proceeds | 0 | 91 | |
| Repayments of loan receivables | 6 216 | 65 | |
| Loans granted | -933 | -2 311 | |
| Dividends received | 1 | 16 | |
| Net cash from investments | -259 | -14 133 |
| Note | 31 Dec 2017 | 31 Dec 2016 | |
|---|---|---|---|
| Cash flow from financing | |||
| Loans drawn | 23 | 51 673 | 9 130 |
| Loans repaid | 23 | -34 870 | -8 992 |
| Equity loans interest paid | -174 | ||
| Acquisition of non-controlling interest 1) | -939 | -921 | |
| Dividends paid | -12 815 | -7 929 | |
| Share issue | 306 | 60 505 | |
| Direct cost related to paid share issue | -2 714 | ||
| Net cash used in financing activities | 3 354 | 48 903 | |
| Change in cash and cash equivalents (+/-) | 318 | 43 074 | |
| Effects of exchange rate change | -1 | ||
| Cash and cash equivalents at the beginning | |||
| of the financial year | 67 690 | 24 616 | |
| Cash and cash equivalents at the end of | |||
| the financial year | 19, 20 | 68 008 | 67 690 |
1) The acquisition of non-controlling interest is due to the additional purchase prices paid to the sellers of non-controlling interest acquired in previous financial periods.
| Invested non-restricted |
Retained | Capital attributable to equity holders of the parent |
Non-controlling | ||||
|---|---|---|---|---|---|---|---|
| Share capital | equity reserve | Equity loan | earnings | company | interest | Equity, total | |
| Equity at 1 January 2016 | 100 | 5 830 | 4 992 | 22 432 | 33 354 | 38 | 33 391 |
| Comprehensive income | |||||||
| Profit or loss for the financial period | 31 903 | 31 903 | 1 | 31 904 | |||
| Total comprehensive income | 31 903 | 31 903 | 1 | 31 904 | |||
| Transactions with equity holders | |||||||
| Distribution of dividends | -7 929 | -7 929 | -7 929 | ||||
| Share issue | 65 497 | -4 992 | 60 505 | 60 505 | |||
| Direct expenses related to share issue | -2 172 | -2 172 | -2 172 | ||||
| Share-based compensation | 33 | 33 | 33 | ||||
| Equity loan interest | -138 | -138 | -138 | ||||
| Other changes | 1 | 1 | -35 | -34 | |||
| Transactions with equity holders, total | 63 325 | -4 992 | -8 033 | 50 300 | -35 | 50 265 | |
| Equity at 31 December 2016 | 100 | 69 155 | 46 301 | 115 557 | 3 | 115 560 | |
| Equity at 1 January 2017 | 100 | 69 155 | 46 301 | 115 557 | 3 | 115 560 | |
| Comprehensive income | |||||||
| Profit or loss for the financial period | 49 217 | 49 217 | -38 | 49 179 | |||
| Total comprehensive income | 49 217 | 49 217 | -38 | 49 179 | |||
| Transactions with equity holders | |||||||
| Distribution of dividends | -12 815 | -12 815 | -12 815 | ||||
| Share-based compensation | 858 | 858 | 858 | ||||
| Other changes | -76 | -76 | 306 | 230 | |||
| Transactions with equity holders, total | -12 034 | -12 034 | 306 | -11 728 | |||
| Equity at 31 December 2017 | 100 | 69 155 | 83 485 | 152 740 | 271 | 153 011 |
Lehto Group is a construction and real estate group. The parent company is Lehto Group Plc and its business operations are organised for its subsidiaries. The parent company is domiciled in Kempele. The registered address is Voimatie 6 B, 90440 Kempele, Finland.
Copies of the consolidated financial statements are available from the parent company headquarters at the address Voimatie 6 B, 90440 Kempele, Finland. Lehto Group Plc's Board of Directors approved the financial statements on 14 February 2018. Pursuant to the Finnish Companies Act, shareholders have a possibility to approve or reject the financial statements in a general meeting of shareholders to be held after the publication. The general meeting of shareholders also has a possibility to make a decision on amending the financial statements.
The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) by applying IAS and IFRS standards and their SIC and IFRIC interpretations, which were in force as at 31 December 2017. International Financial Reporting Standards refer to the standards, their interpretations, approved for application in the EU in accordance with the procedures in the EU regulation (EC) No. 1606/2002 and embodied in Finnish accounting legislation and the statutes enacted under it. The notes to the consolidated financial statements also comply with the Finnish accounting and corporate legislation, complementing the IFRS regulations.
The Group adopted the IFRS in the financial reporting on 1 January 2013 and applied in this connection IFRS 1 First-time Adoption of International Financial Reporting Standards. The date of transition was 1 January 2012.
The consolidated financial statements are prepared on historical cost basis except for available-for-sale financial assets which are measured at fair value. The financial information is presented in thousands of euro.
The consolidated financial statements include the parent company Lehto Group Plc and all subsidiaries in which the parent company directly or indirectly holds more than 50% of the voting rights or in which the Group otherwise has control. The criteria for control are fulfilled when the Group is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the entity. Subsidiaries acquired are consolidated from the date when the Group obtains control. Mutual holdings are eliminated using the acquisition method. All intra-Group transactions and internal profits, receivables and liabilities are eliminated in the consolidated financial statements. The number of shareholders' equity attributable to non-controlling shareholders is shown as a separate item under shareholders' equity.
Property, plant and equipment are measured at the original acquisition price less accumulated depreciation and impairments. They are depreciated during their estimated useful lives. The Group's property, plant and equipment include machinery and equipment, factory property in own use as well as other tangible assets, which mainly consist of capitalised renovation expenses for rental apartments. The residual value, useful lives and method of depreciation of property, plant and equipment are reassessed at the end of each financial year and, as necessary, adjusted to reflect the changes in the expected economic benefit.
Goodwill arising in business combinations is measured as the excess of the total of the consideration transferred, the non-controlling interest in the acquiree and the previously held interest over the fair value of the acquired net assets.
The Group has applied a relief in accordance with IFRS 1 from applying IFRS 3 on business transactions before the transition date; therefore, the deemed cost of goodwill is measured at carrying amount in accordance with previous GAAP.
Goodwill is tested for impairment annually and whenever there is any indication that an asset may be impaired. For this purpose, goodwill is allocated to cash-generating units. Goodwill is recognised at cost less accumulated impairment losses.
An intangible asset is recognised in the balance sheet at the original acquisition cost if its acquisition cost can be determined reliably and it is likely that an expected economic benefit will flow to the Group from it.
Intangible rights are software and licenses as well as customer relationships based on agreements acquired through business combinations. Customer relationships based on agreements acquired in business combinations are recognised at the fair value at the acquisition date. Their useful lives are finite, so they are recognised in the balance sheet at acquisition cost less accumulated amortisation. The group's intangible assets have finite useful lives and they are amortised in straight-line instalments during their estimated useful lives.
The amortisation period for intangible rights and other intangible assets is 3–5 years. The residual value, useful lives and method of amortisation are reassessed at the end of each financial year and, as necessary, adjusted to reflect the changes in the expected economic benefit.
Investment properties are properties which the Group holds in order to obtain rental income or appreciation in value or both. At inception investment properties are recognised at acquisition cost, which includes transaction costs. Investment properties are subsequently valued at the original acquisition price less accumulated depreciation and impairments. Investment properties are depreciated in straight-line instalments during their estimated useful lives. Land areas are not depreciated. Investment properties are business and residential properties and the estimated useful life of buildings and structures on these properties is 20 years. The residual value, useful lives and method of depreciation of investment properties are reassessed at the end of each financial year and, as necessary, adjusted to reflect the changes in the expected economic benefit.
The fair values of investment properties are disclosed in the notes to the financial statements. Rental income obtained from investment properties is recorded on a straight-line basis over the period of the lease.
At the end of each reporting period the Group assesses whether there is any indication that an asset may be impaired. If any such indication exists, the recoverable amount from the asset item is estimated. Goodwill's recoverable amount is estimated annually regardless of whether there is any indication of impairment. Goodwill is also tested for impairment whenever there is any indication that the value of a unit may be impaired. Goodwill is tested for impairment at the level of individual cash-generating units, which is the lowest unit level mainly independent of other units and the cash flows of which are separable and mainly independent of cash flows of other corresponding units. A cash-generating unit is the lowest level within the Group at which goodwill is monitored for the purposes of internal management.
Recoverable amount is the higher of a unit's fair value less costs of disposal and its value in use. Value in use is the estimated discounted future net cash flows expected to be derived from the cash-generating unit. The discount rates used are pre-tax and reflect current market assessments of the time value of money and specific risks relating to the relevant asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is recognised as an expense. An impairment loss on a cash-generating unit is first allocated to reduce the carrying amount of any goodwill allocated to the cashgenerating unit and then to reduce the carrying amounts of the other assets of the unit pro rata. At recognition of the impairment loss, the useful life of the depreciated assets is reassessed. Impairment loss of other assets than goodwill is reversed in the case that a change has occurred in the estimates used in measuring the recoverable amount of the asset. A reversal of an impairment loss shall not exceed the carrying amount that would have been determined had no impairment loss been recognised in prior years. Impairment losses on goodwill are never reversed.
Associated companies are companies over which the Group has significant influence. Significant influence exists when the Group owns more than 20% of the company's voting power or when it otherwise has significant influence but not control. Associated companies have been consolidated using the equity method of accounting.
A joint arrangement is an arrangement of which two or more parties have joint control. There are two types of joint arrangements: joint operations and joint ventures. Joint ventures arise where the Group has rights to the net assets of the arrangement, whereas joint operations arise where the Group has rights to the assets and obligations relating to the liabilities of the arrangement. Joint ventures are consolidated using the equity method of accounting. The Group has no such companies. The Groups interest in joint operations are consolidated in proportion to holding. Each item of assets, liabilities, income and expenses of jointly controlled entities are consolidated line by line into corresponding assets in the consolidated financial statement in proportion to holding.
Inventories are valued at the lower of acquisition cost and expected net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Inventories are comprised of sites under construction, completed sites intended for sale and raw materials and supplies used in the operations. The acquisition cost of these comprises the value of the plot and other raw materials, borrowing costs, planning costs, direct costs of labour and other direct and indirect costs relating to the construction projects.
The Group has classified its financial assets into the following categories: loans and other receivables and available-for-sale financial assets. Financial assets are classified according to their purpose when acquired and at the time of acquisition. Transaction costs have been included in the original carrying amount. Purchases and sales of financial assets and liabilities are recognised on the trade date at fair value. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and which are not held for sale or not specifically classified as available-for-sale at the time of original recognition. Their valuation is based on the amortised cost using the effective interest method. These are included in the balance sheet according to their nature in current or, if they mature in more than 12 months, in non-current assets.
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless management intends to dispose of them within 12 months of the end of the reporting period, whereby they are included in current assets. Available-for-sale financial assets may comprise shares and interest-bearing investments. Change in fair value is recognised in other comprehensive income and presented under shareholder's equity within the fair value reserve included in the item Other reserves, net of tax.
Financial assets at fair value through profit or loss include held-at-call fund units, which are short-term and highly liquid investments. However, investments are subject to a greater risk of change in value than cash and cash equivalents.
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. Items included in cash and cash equivalents have original maturities of three months or less.
Financial liabilities are recognised initially at fair value. Transaction costs are included in the original carrying amount of financial liabilities at periodised acquisition cost. Financial liabilities are subsequently carried at amortised cost using the effective interest method. Financial liabilities are classified as non-current or current. The latter group comprises all those financial liabilities for which the Group does not have an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.
Derivatives are originally carried at fair value at the trade date and are subsequently measured at fair value. The Group does not apply hedge accounting on derivatives. At the balance sheet date, the Group had no derivatives.
Borrowing costs directly arising as a result of the acquisition, construction or manufacturing of a qualifying asset are capitalised as part of the acquisition cost of the asset in question. A qualifying asset is one that takes a substantial period of time to complete for its intended purpose. Capitalisation commences when the company first incurs expenditures for a qualifying asset giving rise to borrowing costs, and when it undertakes activities that are necessary for preparation of the asset for its intended use or for sale. Capitalisation ceases when all activities necessary to complete the asset for its intended use or sale have been carried out. In developer contracting housing projects, borrowing costs are capitalised in construction stage and recorded above operating profit as project cost upon delivery.
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. The Group's provisions are guarantee provisions based on estimated supplementary work expenses of completed contracts. The amount of a guarantee provision is estimated on the basis of experience of the materialisation of such guarantee expenses. If guarantee provisions materialise in an amount greater than estimated, the portion in excess is recorded as expense at the same time. If the provision is deemed excessive after the end of the guarantee period, the provision is released through profit or loss.
10-year liabilities in own building developments are presented as provisions to the extent their realisation is deemed probable and the amount of liability arising from them can be estimated reliably.
Provision is made for onerous contracts when the amount of expenditure required by the agreement to fulfil the obligations exceeds the benefits that may be derived from it. A contingent liability is disclosed when there is a possible obligation that arises from past events and whose existence is only confirmed by one or more uncertain future events not wholly within the control of the group or when there is an obligation that is not recognised as a liability or provision because it is not probable that on outflow of resources will be required or the amount of the obligation cannot be reliably estimated. Contingent liabilities are not recognised, but disclosed in the notes to the financial statements. At the balance sheet date, the Group had no contingent liabilities.
Property, plant and equipment leases in which a significant portion of the risks and rewards of ownership are transferred to the Group are classified as finance leases. Lease agreements concerning assets in which the Group holds a material share of the risks and benefits of ownership are treated as other lease agreements. Rents paid on other lease agreements are expensed in even instalments in the income statement over the duration of the rental period. All of the Group's lease agreements are classified as other lease agreements.
Income from a construction project is recognised according to the stage of completion of the project if the project meets the criteria for a construction contract and its outcome can be estimated reliably. Construction contract projects are especially negotiated agreements and the buyer can influence on project features before construction start-up or during construction. If the outcome of the project cannot be reliably estimated, income is recognised only to the extent the amount corresponding to actually occurred costs are probably recoverable and expenses are recognised during the financial year they occur. The stage of completion is determined mainly as the ratio of actually incurred costs to estimated total costs if it does not materially differ from the physical degree of completion of construction. If physical stage of completion is applied in revenue recognition, the stage of completion is based on a stage of completion certificate issued by a third party. If it is likely that the total costs of project completion exceed the total income from the project, the expected loss is recorded entirely as an expense.
Income from property construction projects where the buyer has no right to influence the main features of the property is recognised upon completion in accordance with revenue recognition principles for sale of goods when risks and benefits related to the property have been transferred to the buyer. For apartments sold in construction phase, risks and benefits are deemed to have transferred upon completion, and for completed apartments, upon sale.
Income from sales of real-estate properties and goods is recorded when the significant risks and benefits associated with the ownership of the goods have transferred to the buyer. This mainly refers to the point of time when the product is delivered to the customer in accordance with the agreed terms and conditions. Net sales include income recorded at fair value, adjusted with indirect taxes and any discounts granted.
Interest income is recognised using the effective interest method. Dividends are recorded when the right to receive payment is established.
IAS 1 Presentation of Financial Statements does not define the concept of operating profit. The Group has defined it as follows: operating profit is the net sum which is formed by adding other operating income to net sales and then deducting changes in the inventory of finished goods and work in progress, raw materials and consumables used, external services, cost of employee benefits, depreciation, amortisation and possible impairment losses and other operating expenses. All other items of income statement are presented below operating profit.
Group companies have pension plans. The plans are classified as either defined benefit plans or defined contribution plans. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all the pension benefits. All arrangements that do not meet these criteria are defined benefit plans. Payments made to the defined contribution plans are recognised in the income statement in the period in which they were incurred. All of the Group's pension plans are defined contribution plans.
The company has two share-based incentive plans in place. Rewards are paid under the incentive plan partly in the form of shares and partly in the form of cash. The portion that is paid in shares is recognised at fair value at the grant date. The expense recognised for the incentive plan is based on the Group's estimate on the number of shares that eventually vest at the end of the vesting period. The costs of share-based rewards are recognised as employee benefit expenses and in equity over the vesting period. The costs of cash rewards are recognised as employee benefit expenses and liabilities over the vesting period. The liability is revalued at each balance sheet date.
The Group's related parties include Group companies, members of the Board of Directors and the Group's top managements as well as entities on which related parties have influence through ownership or management. Related parties also include associated companies and joint ventures. Transactions with related parties are disclosed in Note "Related party transactions".
Tax expenses on the consolidated income statement include taxes of the Group companies based on taxable profit for the period, together with tax adjustments for previous periods and the change in deferred tax liabilities and assets. Tax consequences relating to items recognised directly in equity are similarly recognised as equity.
Changes in deferred taxes are calculated on temporary differences between the carrying amount and taxable value on the basis of the tax rate in force at the balance sheet date or confirmed tax rates entering into force subsequently. Deferred tax assets have been recognised to the extent that it is probable that taxable income against
which the temporary difference can be applied will materialise in the future. The most significant temporary differences arise from unused taxable losses, revenue recognised for construction contracts by stage of completion and capitalisation of and financial expenses.
Tax-deductible losses have been taken into account as deferred tax assets to the extent that it is probable that the company can use them in the near future. No deferred taxes are calculated on goodwill that is not deductible in taxation.
When financial statements are prepared, the management must make estimates and exercise judgement in the application of the accounting policies. These estimates and decisions have an effect on the amounts of assets, liabilities, income and expenses and contingent liabilities recorded for the reporting period. The estimates and assumptions are based on historical experience and other justifiable assumptions deemed reasonable in the conditions where items entered in the financial statements have been estimated.
Management has exercised judgement in determining the economic lives of intangible assets and property, plant and equipment and investment properties. The most significant estimates at the balance sheet date and assumptions about the future relating to stage of completion revenue recognition, inventories, provisions and impairment testing. Below are presented the most significant items of the financial statements where management judgement and estimates were required.
In construction contracts recognised using the stage of completion method revenue is based generally on the contract and revenue projections for the projects are estimated on a regular basis. Project total costs are based on the management's best estimate of the trend in total cost of project completion. The actual income and costs incurred and the estimated result are monitored regularly on a monthly basis.
The Group assess the valuing of inventory and possible decrease in value on its best estimate on a regular basis. The value of finished, unsold sites included in inventories is the lower of their acquisition cost and the probable selling price. When estimating the probable selling price, the management takes into account the market situation and possible demand for the site.
Provisions mainly consist of guarantee provisions typical for the industry. The amount is estimated on the basis of experience of the materialisation of such guarantee expenses.
Goodwill is tested for impairment annually. Recoverable amounts of cash-generating units have been determined based on value-in-use calculations. The cash flows in valuein-use calculations are based on the management's best estimate of profit and market development. Estimates used in goodwill testing are disclosed in Note 10.
The Group has applied the following new and amended standards as from 1 January 2017:
New or amended standards have no significant impact on the financial statements. Due amendments to IAS 7 minor changes has been made to presentation of financial statements.
The following new and amended standards relating to preparing consolidated financial statements must be applied on financial periods starting on 1 January 2017 or thereafter:
New or amended standards mentioned above have no significant impact on the financial statements or the affect only requirements for the notes to financial statements.
The Group is still assessing the impacts of the following new standards:
The entry into force of the IFRS 15 Revenue from Contracts with Customers standard does not have a material impact on the consolidated financial statements apart from changing disclosure requirements. The Company's contracts with customers are generally less than 12 months in duration; hence, the final impact can only be assessed closer to the time of application. Based on our initial analysis, we have identified sections in our customer contracts that may be affected by the standard to a minor degree. These include the combination of customer contracts, the recognition of revenue from additional work not part of the contracts and the treatment of variable consideration. The long-term projects that are recognised using the percentage-of-completion method in accordance with the current standards mostly meet the IFRS 15 criteria for revenue recognition over time. Therefore, the time of revenue recognition for projects is not expected to significantly change. Developer contracting revenue will continue to be recognised when control is passed, i.e. at a certain point in time, if it does not meet the criteria for recognition over time. Based on our analysis, the Company does not expect the time of revenue recognition for projects to significantly change. The new standard will be applied in the financial year beginning on 1 January 2018. The Group will apply
the new standard retroactively from 1 January 2018 in accordance with IAS 8, and will present adjusted comparative data for 2017. The impact on the company's net sales for 2017 is minor.
IFRS 16 Leases will replace the IAS 17 standard. Most of the company's lease agreements are for office premises and small machinery and equipment. These can be terminated at short notice. The Company estimates that the new standard will not have a material impact on the consolidated financial statements, at least with regard to the current leases. However, as the lessee, the company has a long-term business-premises leasing contract, which will begin in 2018. The liabilities related to this contract are presented under business-premises leasing liabilities, and classified as assets and liabilities in accordance with IFRS 16.
IFRS 9 Financial Instruments will bring major changes to the classification and measurement of financial instruments, liabilities and investments as well as to the recognition of credit losses and hedge accounting. The new standard primarily applies to banks, but it also affects businesses in other sectors. The Group estimates that the new standard will not have a material impact except for changing disclosure requirements. For the purpose of determining the impairment of financial assets, a simplified model based on expected credit losses will apply from January 1, 2018, when impairment losses on trade receivables are recognised at an amount equal to the expected credit losses for the entire term of validity.
IFRS 2 Share-based payments in light of the standard's amendment The Group's share plans are fully accounted for as shares to be settled as plans, when they were previously treated as shares to be settled in cash. As of 1 January 2018, the portion of the plan previously recognised as a liability in the application of the standard's amendment will be recognised in equity. However, the amendment will have no material impact on the consolidated financial statements.
The Group has one operating segment, Building Services. The company operates geographically mainly in Finland only. The Group Management Team is the chief operating decision-making body responsible for estimating the profitability of the operating segment and for resourcing decisions. Group management reporting is based on financial statements prepared in accordance with the IFRS standards.
| Profit or loss | 2017 | 2016 |
|---|---|---|
| Net sales | 594 139 | 361 789 |
| Other operating income | 1 480 | 387 |
| Other operating expenses | -530 917 | -319 658 |
| Depreciation and amortisation | -3 161 | -2 167 |
| Operating profit | 61 541 | 40 351 |
| Interest income | 307 | 233 |
| Interest costs | -710 | -442 |
| Shares of associated company results | 24 | 3 |
| Segment's profit/loss before income taxes | 61 162 | 40 146 |
| Assets | ||
| Segment's assets | 339 415 | 258 689 |
| Investments in associated companies | 820 | 796 |
Investments 4 493 4 493
Segment's liabilities 186 404 143 129
Revenue of the Building Services segment from the three largest customers was a total of EUR 42.5 million in 2017 (EUR 40.3 million in 2016), corresponding to approx. 7% (11%) of the segment's net sales. In 2017, the share of net sales of the largest individual customer was 3% (3% in 2016).
| 2017 | 2016 | |
|---|---|---|
| Long-term construction contracts and service agreements |
459 041 | 225 613 |
| Revenue from housing units recognised upon delivery | 134 414 | 135 961 |
| Rental income | 684 | 215 |
| Total | 594 139 | 361 789 |
Rental income shown in net sales relates to items that form the company's actual business. Rental income relates to items that the company has itself built.
By the end of the financial year, costs incurred and recognised profits (net of losses) for construction contracts in progress amounted to EUR 239.1 million (EUR 196.9 million in 2016) and receivables to EUR 55.0 million (EUR 41.7 million) and advances received to EUR 11.4 million (EUR 24.2 million).
Liabilities
| 2017 | 2016 | |
|---|---|---|
| Rental income | 100 | 147 |
| Subsidies | 2 | 4 |
| Damages | 27 | 165 |
| Capital gains | 4 | 71 |
| Change in estimated additional purchase price liabilities from acquired business |
1 326 | |
| Other income | 22 | 0 |
| Total | 1 480 | 387 |
Rental income shown in other operating income relates to items that doesn't arise from the company's actual business. Capital gains consist of the gain on sales of share investments.
| 2017 | 2016 | |
|---|---|---|
| Salaries and wages | 48 296 | 29 558 |
| Share-based incentives, portion to be paid out in cash | 758 | 42 |
| Share-based incentives, to be paid out in shares | 858 | 33 |
| Pension costs– defined contribution plans | 8 900 | 6 541 |
| Other personnel costs | 2 455 | 748 |
| Total | 61 268 | 36 921 |
More detailed description of share-based incentive plans is in note "Equity".
| Number of personnel in average during the year, | ||
|---|---|---|
| Group | 2017 | 2016 |
| Salaried employees | 512 | 296 |
| Workers | 501 | 270 |
| Total | 1 013 | 566 |
| Number of personnel at the end of the financial year, Group |
2017 | 2016 |
| Salaried employees | 579 | 392 |
| Workers | 605 | 355 |
| Total | 1 184 | 747 |
| Depreciation of property, plant and equipment | 2017 | 2016 |
|---|---|---|
| Machinery and equipment | 995 | 493 |
| Other tangible assets | 90 | 8 |
| Total | 1 085 | 501 |
| Amortisation of intangible assets | 2017 | 2016 |
| Customer relationships | 1 218 | 993 |
| Other intangible assets | 460 | 321 |
| Total | 1 678 | 1 314 |
| Depreciation of investment properties | 2017 | 2016 |
|---|---|---|
| Properties in own use | 377 | 350 |
| Buildings and structures | 20 | 3 |
| Total | 397 | 353 |
| Depreciation and amortisation, total | 3 161 | 2 167 |
| 2017 | 2016 | |
|---|---|---|
| Voluntary personnel expenses | 2 346 | 1 442 |
| Business premises expenses | 2 361 | 1 600 |
| Equipment expenses | 3 140 | 1 627 |
| Travel expenses | 2 840 | 2 120 |
| Product development expenses | 509 | 217 |
| Office expenses | 966 | 530 |
| Marketing expenses | 2 157 | 1 302 |
| Administrative services | 1 721 | 1 367 |
| Other operating expenses | 3 281 | 1 170 |
| Total | 19 320 | 11 375 |
| Fees paid to auditor: | 2017 | 2016 |
|---|---|---|
| Audit fees | 192 | 142 |
| Professional services related to share issue | 238 | |
| Certificates and statements | 20 | 9 |
| Other services | 28 | 52 |
| Total | 240 | 441 |
| Financial income | 2017 | 2016 |
|---|---|---|
| Dividend income from available-for-sale financial assets | 1 | 16 |
| Other financial income | 307 | 218 |
| Total | 307 | 233 |
| Financial expenses | 2017 | 2016 |
|---|---|---|
| Interest costs | 804 | 718 |
| Capitalised interest costs | -468 | -586 |
| Other financial expenses | 373 | 310 |
| Total | 710 | 442 |
| Financial income and expenses, total | -403 | -208 |
| 2017 | 2016 | |
|---|---|---|
| Current income tax | -13 627 | -8 121 |
| Change deferred tax assets | 1 640 | -87 |
| Change deferred tax liabilities | 5 | -34 |
| Total | -11 983 | -8 243 |
| domicile country | 2017 | 2016 |
|---|---|---|
| Tax rate | 20.0% | 20.0% |
| Profit before taxes | 61 162 | 40 146 |
| Taxes calculated at the tax rate of the domicile country | 12 232 | 8 029 |
| Tax-exempt income | -592 | -27 |
| Non-deductible expenses | 361 | 250 |
| Taxes for the previous financial years | -11 | -10 |
| Other items | -7 | |
| Total | 11 983 | 8 243 |
| 2017 | 2016 | |
|---|---|---|
| Profit for the financial year attributable to equity holders of the parent company |
49 217 | 31 903 |
| Issue-adjusted average number of shares during the year, basic |
58,250,752 | 54,067,297 |
| Earnings per share, basic, EUR/share | 0.84 | 0.59 |
| Issue-adjusted average number of shares during the year, diluted |
58,432,315 | 54,073,804 |
| Earnings per share, diluted, EUR/share | 0.84 | 0.59 |
| Issue-adjusted average number of shares at the end of year |
58,250,752 | 58,250,752 |
| Equity / share | 2.63 | 1.98 |
| Dividend / share | 0.34*) | 0.22 |
| *) Dividend proposal |
| Customer relation |
Other intangible |
|||
|---|---|---|---|---|
| Intangible assets 2017 | Goodwill | ships | assets | Total |
| Acquisition cost at 1 Jan. 2017 | 4 624 | 4 282 | 1 616 | 10 521 |
| Increases | 412 | 412 | ||
| Acquisition cost at 31 Dec. 2017 | 4 624 | 4 282 | 2 027 | 10 933 |
| Accumulated depreciation and amortisation at 1 Jan. 2017 |
-1 758 | -741 | -2 499 | |
| Amortisation | -198 | -198 | ||
| Depreciation | -1 218 | -262 | -1 480 | |
| Accumulated depreciation and amortisation at 31 Dec. 2017 |
-2 976 | -1 202 | -4 178 | |
| Carrying amount at 1 Jan. 2017 | 4 624 | 2 524 | 874 | 8 022 |
| Carrying amount at 31 Dec. 2017 | 4 624 | 1 306 | 826 | 6 755 |
| Customer relation |
Other intangible |
|||
|---|---|---|---|---|
| Intangible assets 2016 | Goodwill | ships | assets | Total |
| Acquisition cost at 1 Jan. 2016 | 1 682 | 2 782 | 961 | 5 425 |
| Increases | 2 942 | 1 500 | 654 | 5 096 |
| Acquisition cost at 31 Dec. 2016 | 4 624 | 4 282 | 1 616 | 10 521 |
| Accumulated depreciation and amortisation at 1 Jan. 2016 |
-765 | -421 | -1 186 | |
| Depreciation | -993 | -321 | -1 314 | |
| Accumulated depreciation and amortisation at 31 Dec. 2016 |
-1 758 | -741 | -2 499 | |
| Carrying amount at 1 Jan. 2016 | 1 682 | 2 017 | 540 | 4 239 |
| Carrying amount at 31 Dec. 2016 | 4 624 | 2 524 | 874 | 8 022 |
| Cash-generating unit: Building Services | 2017 | 2016 |
|---|---|---|
| Goodwill | 4 624 | 4 624 |
There was no indication of impairment within the Group.
Goodwill is allocated to the cash-generating unit, Building Services. For the purposes of impairment testing, recoverable amounts at company level have been determined based on value-in-use calculations. Cash flow forecasts are based on forecasts accepted by the management, covering the time span of two years. Cash flows after the forecast period accepted by the management have been extrapolated at a constant growth factor of 2 per cent in the relevant units based on the estimate of future level of inflation. Key assumptions used in value-in-use calculation were the following:
| 2017 | 2016 | |
|---|---|---|
| Discount rate | 7.34% | 7.85% |
| Growth rate | 2.00% | 2.00% |
According to sensitivity analyses prepared by the management no reasonably possible change in any of the key assumptions used would result in a situation where the recoverable amounts of the units would fall below their carrying amounts.
| Properties | Machinery and |
Other tangible |
||
|---|---|---|---|---|
| Property, plant and equipment 2017 | in own use | equipment | assets | Total |
| Acquisition cost at 1 Jan. 2017 | 5 129 | 5 019 | 68 | 10 216 |
| Increases | 864 | 2 266 | 951 | 4 082 |
| Acquisition cost at 31 Dec. 2017 | 5 993 | 7 286 | 1 019 | 14 298 |
| Accumulated depreciation and amortisation at 1 Jan. 2017 |
-350 | -1 847 | -18 | -2 215 |
| Depreciation | -377 | -995 | -90 | -1 462 |
| Accumulated depreciation and amortisation at 31 Dec. 2017 |
-727 | -2 842 | -107 | -3 677 |
| Carrying amount at 1 Jan. 2017 | 4 779 | 3 172 | 50 | 8 001 |
| Carrying amount at 31 Dec. 2017 | 5 266 | 4 444 | 911 | 10 621 |
| Machinery | Other |
| Properties | and | tangible | ||
|---|---|---|---|---|
| Property, plant and equipment 2016 | in own use | equipment | assets | Total |
| Acquisition cost at 1 Jan. 2016 | 2 117 | 153 | 2 270 | |
| Increases | 5 129 | 2 902 | -85 | 7 946 |
| Acquisition cost at 31 Dec. 2016 | 5 129 | 5 019 | 68 | 10 216 |
| Accumulated depreciation and amortisation at 1 Jan. 2016 |
-1 354 | -10 | -1 364 | |
| Depreciation | -350 | -493 | -8 | -851 |
| Accumulated depreciation and amortisation at 31 Dec. 2016 |
-350 | -1 847 | -18 | -2 215 |
| Carrying amount at 1 Jan. 2016 | 763 | 143 | 906 | |
| Carrying amount at 31 Dec. 2016 | 4 779 | 3 172 | 50 | 8 001 |
| land | Properties | Total |
|---|---|---|
| 202 | 809 | 1 011 |
| 202 | 809 | 1 011 |
| -234 | -234 | |
| -20 | -20 | |
| -255 | -255 | |
| 202 | 575 | 777 |
| 202 | 554 | 757 |
| Undeveloped |
| Undeveloped | |||
|---|---|---|---|
| Investment properties 2016 | land | Properties | Total |
| Acquisition cost at 1 Jan. 2016 | 202 | 808 | 1 011 |
| Increases | 1 | 1 | |
| Acquisition cost at 31 Dec. 2016 | 202 | 809 | 1 011 |
| Accumulated depreciation and amortisation at 1 Jan. 2016 |
-231 | -231 | |
| Depreciation | -3 | -3 | |
| Accumulated depreciation and amortisation at 31 Dec. 2016 |
-234 | -234 | |
| Carrying amount at 1 Jan. 2016 | 202 | 577 | 779 |
| Carrying amount at 31 Dec. 2016 | 202 | 575 | 777 |
| Net rental income | 2017 | 2016 | |
| Rental income from investment properties | 85 | 74 | |
| Direct maintenance costs for investment properties | 30 | 25 | |
| 55 | 49 |
The Group's investment properties are properties available for rent. Investment properties are recognised using the acquisition cost method and they are not valued at fair value through profit and loss.
| Balance sheet values and fair values of investment properties |
Valuation method |
Balance sheet value 2017 |
Fair value 2017 |
Level |
|---|---|---|---|---|
| Business property | Acquisition cost |
554 | 611 | 3 |
| Land area | Acquisition cost |
202 | 202 | 3 |
| 757 | 813 |
The fair values of investment properties are determined by the company itself using the cash flow method. Fair values of level 3 asset items are based on input data concerning the asset item, which are not based on verifiable market information but are based substantially on management estimates and their use in generally accepted valuation models.
| 2017 | 2016 | |
|---|---|---|
| Investments in associated companies at 1 Jan. | 796 | 793 |
| Increases | 34 | |
| Elimination of Group's internal profit | -34 | |
| Share of profit or loss for the financial year | 24 | 3 |
| Investments in associated companies at 31 Dec. | 820 | 796 |
| Associated companies 2017 | Koy Zemppi | Koy Limingan Arvo kiinteistöt |
Koy Hauki putaan Arvo kiinteistöt |
|---|---|---|---|
| Holding | 33.33% | 38.10% | 29.41% |
| Assets | 9 552 | 4 035 | 4 309 |
| Liabilities | 9 452 | 1 897 | 4 290 |
| Net sales | 0 | 416 | 397 |
| Profit/loss for the financial year | 0 | 50 | 16 |
Associated companies owned by the Group are immaterial investments from the Group's viewpoint, when considered separately.
| Available-for-sale financial assets | 2017 | 2016 |
|---|---|---|
| Available-for-sale financial assets at 1 Jan. | 199 | 277 |
| Decreases | -78 | |
| Available-for-sale financial assets at 31 Dec. | 199 | 199 |
Available-for-sale financial assets are unlisted share investments and housing-company shares in the Group's own use or in rental use. The shares are recognised at acquisition cost because there is no quoted price for fully similar instruments in active market. Available-for-sale financial assets are classified at level 3 in the hierarchy.
| 2017 | 2016 | |
|---|---|---|
| Receivables from associated companies | 475 | 485 |
| Loan receivables | 363 | 388 |
| Other receivables | 169 | 178 |
| Total | 1 006 | 1 050 |
| Recognised in income |
||||
|---|---|---|---|---|
| Deferred tax assets 2017 | 1 Jan 2017 | Increases | statement | 31 Dec 2017 |
| Inventory item internal margin | 81 | -81 | 0 | |
| Fixed assets internal margin | 28 | 28 | ||
| Confirmed losses | 375 | -38 | 337 | |
| Temporary differences from stage-of-completion revenue recognition and depreciation and amortisation |
2 224 | 1 737 | 3 961 | |
| Other temporary differences | 8 | -8 | ||
| Exchange rate difference in opening balance |
-1 | 3 | -1 | |
| Total | 2 688 | 1 640 | 4 325 | |
| Deferred tax liabilities 2017 | ||||
| Temporary differences from capitalisation of |
||||
| financial expenses | 33 | -16 | 17 | |
| Other temporary differences | 399 | 11 | 410 | |
| Total | 432 | -5 | 427 |
| Recognised in income |
||||
|---|---|---|---|---|
| Deferred tax assets 2016 | 1 Jan 2016 | Increases | statement | 31 Dec 2016 |
| Inventory item internal margin | 23 | 59 | 81 | |
| Confirmed losses | 797 | -422 | 375 | |
| Temporary differences from stage-of-completion revenue recognition and depreciation and amortisation |
1 956 | 268 | 2 224 | |
| Other temporary differences | 8 | 8 | ||
| Exchange rate difference in opening balance |
-1 | |||
| Total | 2 776 | -87 | 2 688 | |
| Deferred tax liabilities 2016 | ||||
| Temporary differences from capitalisation of financial |
||||
| expenses | 34 | -1 | 33 | |
| Other temporary differences | 64 | 300 | 36 | 399 |
| Total | 97 | 300 | 34 | 432 |
| 2017 | 2016 | |
|---|---|---|
| Materials and supplies | 2 845 | 697 |
| Work in progress | 105 729 | 64 194 |
| Completed products | 9 336 | 4 939 |
| Inventory shares | 1 109 | 6 115 |
| Other inventories | 835 | 1 514 |
| Total | 119 855 | 77 460 |
| 2017 | 2016 | |
|---|---|---|
| Trade receivables | 65 932 | 40 189 |
| Loan receivables | 1 812 | 7 060 |
| Current tax assets | 3 | 317 |
| Other receivables | 3 311 | 2 341 |
| Receivables from customers for constructing contracts | 54 966 | 41 742 |
| Adjusting entries for assets | 1 046 | 357 |
| Total | 127 069 | 92 005 |
| Ageing analysis of trade receivables | 2017 | 2016 |
|---|---|---|
| Not yet due | 60 071 | 30 049 |
| Due for | ||
| less than 30 days | 3 833 | 4 045 |
| 30–60 days | 507 | 2 011 |
| 61–90 days | 919 | 650 |
| more than 90 days | 602 | 3 434 |
| Total | 65 932 | 40 189 |
No significant concentrations of credit risk are associated with the receivables. The balance sheet values equal reasonably to fair values.
| 2017 | 2016 | |
|---|---|---|
| Financial assets at fair value through profit or loss | 23 269 | 30 120 |
| Total | 23 269 | 30 120 |
Financial assets at fair value through profit or loss include held-at-call fund units, which are short-term and highly liquid investments. The fair value of the investment is determined using the buying rate of the counterparty at the end of the reporting period.
| 2017 | 2016 | |
|---|---|---|
| Cash in hand and at banks | 44 739 | 37 570 |
| Total | 44 739 | 37 570 |
| Number of shares |
Share capital |
Invested non restricted equity reserve |
Total | |
|---|---|---|---|---|
| 31 December 2015 | 22,655,202 | 100 | 5 830 | 5 930 |
| Share split 30 March 2016 | 22,655,202 | |||
| Directed share issue on 28 April 2016 |
11,874,705 | 58 333 | 58 333 | |
| Conversion of equity loan on 28 April 2016 |
1,065,643 | 4 992 | 4 992 | |
| 31 December 2016 | 58,250,752 | 100 | 69 155 | 69 255 |
| 31 December 2017 | 58,250,752 | 100 | 69 155 | 69 255 |
The Annual General Meeting held on 11 April 2017 decided to authorise the Board to decide on the purchase of the company's own shares as one or several items using assets belonging to the shareholders' equity, such that the maximum quantity purchased would be no more than 5,800,000 shares. The shares shall be purchased through public trading organised by NASDAQ OMX Helsinki in accordance with its rules or using another method. The consideration paid for the purchased shares shall be based on the market price. The authorisation also entitles the Board of Directors to decide on the purchase of shares other than in proportion to the shares owned by the shareholders (directed purchase). Then, there should be sound financial reasons for the company to purchase its own shares. Shares may be purchased to implement arrangements linked to the company's business operations, to implement the company's share-based incentive systems or otherwise to be transferred or cancelled. The shares purchase can also be stored by the company. The Board of Directors makes decisions on all other conditions and circumstances pertaining to the purchase of own shares. The purchase of own shares reduces the shareholders' surplus. The authorisation will remain valid until the 2018 Annual General Meeting.
The AGM decided to authorise the Board of Directors to decide on the issue of a maximum of 5,800,000 shares through a share issue or by granting rights of option or other special rights entitling to shares as one or several items. The authorisation includes the right to issue either new shares or own shares held by the company either against payment or as a bonus issue. In contrast to the company's shareholders' privilege, new shares can be directly issued and own shares held by the company directly transferred if there is a cogent financial reason for it from the point of view of the company or, in case of a bonus issue, a particularly cogent financial reason from the point of view of the company and the benefit of all its shareholders. The Board of Directors decides on all other conditions and circumstances pertaining to a share issue, to the granting of special rights entitling to shares, and to the transfer of shares.
At balance sheet date, the number of shares totalled 58,250,752. The share capital is EUR 100,000. The company has one series of shares and all shares are of the same class. Each share entitles its holder to one vote in the General Meeting of Shareholders and to an equal amount of dividend.
The invested non-restricted equity reserve contains equity investments and that part of the share subscription price that has not specifically been allocated to share capital. The funds received from the IPO, less total fees and expenses for the IOP, have been recorded to invested non-restricted equity reserve.
On 20 December 2016, The Board of Directors of Lehto Group Plc resolved to launch two new share-based incentive plans for the Group key employees. The aim of the plans is to combine the objectives of the shareholders and the key employees in order to increase the value of the Company in the long-term, to commit the key employees to the Company, and to offer them competitive reward plans based on earning the Company's shares.
The potential reward from the long-term incentive plan will be paid to the key employees after a two-year restriction period partly in the Company's shares and partly in cash. The cash proportion is meant for covering taxes and tax-related costs arising from the reward to the key employee.
The long-term incentive plan is directed to 70 key employees, in the maximum, including the members of the Group Management. The rewards to be paid on the basis of the performance periods 2016 and 2017 correspond to the value of an approximate maximum total of 1,000,000 Lehto Group Plc shares including also the proportion to be paid in cash, on the share price level on the date of the plan resolution, if all key employees belonging to the target group decide to convert their performance bonuses entirely into the shares.
After the earning period, the gross performance bonus entered for the participant in the performance bonus plan will be converted into shares. When converting the performance bonus into shares, the trade volume weighted average quotation on Nasdaq Helsinki Oy (conversion rate) will be the weighted trading rate of the 20 trading days following the date of release of the company's financial statement bulletin. For the earning period 2016, the performance bonus for members of the share plan was EUR 771,000, which was converted into 63,215 shares.
| Earning period | ||
|---|---|---|
| Arrangement | 2016 | 2017 |
| Nature of arrangement | Shares | Shares |
| Date of issue | 11 April 2017 | 11 April 2017 |
| Number of instruments issued | 63,215 | 118,348 (estimate) |
| Share price on grant date | 12.46 | 12.46 |
| Period of validity | 2 years | 3 years |
| Expected performance, % | 100% | 100% |
| Terms and conditions of conferral of right |
Variable terms based on the fulfilment of non-market, performance-based terms |
Variable terms based on the fulfilment of non-market, performance-based terms |
| Carried out | As shares | As shares |
For the 2016 and 2017 earnings periods, the earnings-based terms have been met in full. The final amount of the shares to be issued for 2017 will be adjusted according to the terms and conditions once the conversion rate (subscription price) has been established. The number of shares issued on the balance sheet date is based on an estimate.
The fair value of the shares is based on the quoted share price. EUR 800 thousand is recognised as a liability payable in cash. The amount recognised as an expense is presented under "Employee benefit expenses" in the Notes.
Furthermore, the Board of Directors resolved on the Group's new restricted share plan. The reward from the restricted share plan is based on a key employee's valid and continuing employment or service during the restriction period. The reward will be paid
after a restriction period lasting for one to three years, partly in the Company's shares and partly in cash. The cash proportion is meant for covering taxes and tax-related costs arising from the reward to the key employee.
The restricted share plan is directed to selected key employees only. The rewards to be paid on the basis of the restricted share plan correspond to the value of an approximate maximum total of 50,000 Lehto Group Plc shares including also the proportion to be paid in cash. No key personnel were covered by the restricted share plan in 2017.
| 2017 | 2016 | |
|---|---|---|
| Provisions at 1 Jan. | 3 044 | 1 265 |
| Increases | 2 753 | 2 757 |
| Decreases | -1 698 | -977 |
| Provisions at 31 Dec. | 4 098 | 3 044 |
The provisions for the financial year include estimated supplementary work expenses for construction projects completed during the financial year and actual supplementary work expenses incurred for construction projects completed during the previous financial year as a decrease. The provision is based on experience from previous years. Provisions are recorded as an expense in the item in which they are expected to materialise.
| 2017 | 2016 | |
|---|---|---|
| Non-current loans from financial institutions | 10 139 | 2 963 |
| Non-current instalment debts | 970 | 1 130 |
| Total | 11 109 | 4 093 |
| 2017 | 2016 | |
| Current loans from financial institutions | 18 283 | 8 516 |
| Current instalment debts | 288 | 267 |
| Debts on shares in unsold housing and real estate company shares in progress |
5 672 | 2 836 |
| Debts on shares in unsold housing and real estate company shares completed |
1 597 | 921 |
| Total | 25 840 | 12 540 |
| Financial liabilities, total | 36 948 | 16 633 |
Financial liabilities are mainly market loans with a floating rate and their carrying amounts correspond to their fair values.
| 1 Jan 2017 | Cash flows | 31 Dec 2017 | |
|---|---|---|---|
| Non-current financial liabilities | 4 093 | 7 016 | 11 109 |
| Current financial liabilities | 12 540 | 13 299 | 25 840 |
| Total | 16 633 | 20 315 | 36 948 |
| 1 Jan 2016 | Cash flows | 31 Dec 2016 | |
| Non-current financial liabilities | 8 244 | -4 151 | 4 093 |
| Current financial liabilities | 8 712 | 3 828 | 12 540 |
EUR 1,000
| Non-current non-interest-bearing liabilities | 2017 | 2016 |
|---|---|---|
| Estimated additional purchase prices from acquired business |
1 684 | 3 634 |
| Share-based incentives, portion to be paid out in cash | 800 | |
| Total | 2 485 | 3 634 |
| Current non-interest-bearing liabilities | 2017 | 2016 |
| Advances received | ||
| From customers for constructing contracts | 11 427 | 24 178 |
| For projects with revenue recognised upon delivery | 56 888 | 42 154 |
| Other advances received | 922 | 955 |
| Trade payables | 38 910 | 22 661 |
| Other liabilities | ||
| Liabilities paid to the Tax Administration | 14 535 | 12 772 |
| Other liabilities | 2 303 | 3 134 |
| Adjusting entries for liabilities | ||
| Accrued liabilities due to employee benefits | 12 637 | 8 580 |
| Income tax debt | 700 | 2 681 |
| Other adjusting entries for liabilities | 4 123 | 2 271 |
| Total | 142 446 | 119 386 |
The Group's principal capital resources consist of cash flow from normal business operations and project-based debt financing. In addition, the Company has revolving credit limits available. At the end of 2017, the cash and cash equivalents were EUR 68.0 million (EUR 67.7 million 31 December 2016). The credit limits were not in use at the end of 2017.
The Group has taken out so-called RS loans for it developer contracting projects. RS loans are provided by credit institutions under certain terms and condition for designated housing construction sites. Despite the growth of its housing business, the Group has not invested significant capital in housing construction sites such as land lots.
The Group is not active in international market and therefore the foreign exchange risk is currently minimal. The Group's income and expenses are mainly in euros. If an order is agreed on in a foreign currency, the method of hedging the exchange rate and the hedge ratio is determined separately in each case. Foreign exchange differences arising from hedging is recorded in the income statement under financial income and expenses. During the financial period and at balance sheet date the Group had no currency hedges.
The Group's functional currency is euro. At the balance sheet date, the Group had liabilities denominated in foreign currency EUR 737 thousand (EUR 494 thousand in 31 December 2016) and receivables denominated in foreign currency totalling EUR 198 thousand at 31 December 2017 (EUR 154 thousand in 2016).
Due to the relatively small amount of interest-bearing non-current liabilities, interest rate risk is not very significant for the Group. Interest rate risk is mainly included in interest-bearing liabilities on the balance sheet, which mainly consist of market loans with a floating rate. If necessary, the Group can convert the loans into fixed-rate loans of 2–10 years by rearranging its loan portfolio, with interest rate swaps or with other derivative instruments. The hedge ratio can vary between 0 and 100 per cent. The company monitors the interest rate risk of its loan portfolio and can change the interest rate duration as necessary.
| floating rates | 2017 | 2016 | ||
|---|---|---|---|---|
| Change, % | 1% | -1% | 1% | -1% |
| Impact on profit/loss after taxes | 89 | -89 | 27 | -27 |
The credit risk is managed by only granting customers regular payment terms. Payment terms applied in the Group currently range from 7 days to 30 days and the most typical payment term is 14 days. Furthermore, arrangements can be made in individual projects where the payment term for trade receivables is long and the payment is made as a oneoff payment at the end of the project.
The liquidity risk in managed through adequate planning of financing, monitoring and cash flow management. To secure immediate liquidity the Group has credit and guarantee limits available, totalling EUR 219.7 million. The amount of credit and guarantee limits outstanding at 31 December 2017 was EUR 127.0 million (EUR 82.3 million in 2016).
| less than | |||
|---|---|---|---|
| 2017 | 31 Dec 2017 | 1 year | 1–5 years |
| Financial liabilities | 36 948 | 25 840 | 11 109 |
| Trade payables and other non-interest-bearing liabilities |
57 434 | 55 749 | 1 684 |
| 2016 | 31 Dec 2016 | less than 1 year |
1–5 years |
| Financial liabilities | 16 633 | 12 540 | 4 093 |
The objective of the Group's capital management is to support business operations through an optimal capital structure and to increase shareholder value with the objective of achieving the best possible return. Another aim with optimal capital structure is to guarantee smaller capital costs. The most significant covenant relating to bank loans are the amount of equity and the stability of holding.
| Net liabilities | 2017 | 2016 |
|---|---|---|
| Interest-bearing liabilities | 36 948 | 16 633 |
| Cash and cash equivalents and interest-bearing receivables |
-68 008 | -67 690 |
| -31 060 | -51 057 | |
| Equity, total | 153 011 | 115 560 |
| Gearing | 11.5% | 9.4% |
| Net gearing ratio | -20.3% | -44.2% |
The Group have a 50% holding in two joint operations, Työyhteenliittymä Kastelli-Optimikodit Kirkkonummen Aurinkopuisto and Työyhteenliittymä Rakennuskartio/Kastellitalot Oy. The joint operations are consolidated in proportion to holding. The joint operations had no actual activities during the financial year.
Assets, liabilities, expenses and revenue of joint operations included in the consolidated balance sheet and the comprehensive income statement were as follows:
| 2017 | 2016 | |
|---|---|---|
| Current assets | 20 | 39 |
| Current liabilities | 0 | 0 |
| Revenue | 34 | 29 |
| Expenses | 17 | 18 |
The Group has leased office premises and other premises necessary for business operations. Premises rent liabilities have increased significantly in 2017 due new longterm premises lease agreement that starts during 2018. In addition, the Group has leased some small machinery and equipment.
Minimum lease payments payable for non-cancellable other leases:
| 2017 | 2016 | |
|---|---|---|
| Within one year | ||
| Premises rents | 2 036 | 1 356 |
| Other rents | 491 | 422 |
| 1-5 years | ||
| Premises rents | 4 293 | |
| Other rents | 813 | 703 |
| More than 5 years | ||
| Premises rents | 693 | |
| Total | 8 326 | 2 481 |
Lease expenses for premises lease agreements were recorded in the income statement in 2017 to a total amount of EUR 1,436 thousand (EUR 1,297 thousand in 2016).
| Loans covered by pledges on assets | 2017 | 2016 |
|---|---|---|
| Loans from financial institutions | 28 204 | 11 227 |
| Debts on shares in unsold housing company shares | 7 269 | 3 757 |
| Instalment debts | 1 131 | 1 415 |
| Total | 36 605 | 16 398 |
| Guarantees | 2017 | 2016 |
| Corporate mortgages | 1 800 | 1 800 |
| Real-estate mortgages | 4 580 | 4 580 |
| Pledges | 12 910 | 5 658 |
| Absolute guarantees | 325 | 1 227 |
| Contract guarantees | 2017 | 2016 |
|---|---|---|
| Production guarantees | 33 793 | 21 734 |
| Warranty guarantees | 10 393 | 9 406 |
| RS guarantees | 29 256 | 19 496 |
| Payment guarantees | 14 214 | 15 410 |
| Rent guarantees | 1 | |
| Total | 87 656 | 66 047 |
| Liability to adjust value added tax (VAT) | ||
| on property investments | 2017 | 2016 |
The collateral for instalment debt is the financed equipment. Absolute guarantees include contract guarantees given on behalf of another Group company and loan guarantees for housing companies under construction. Pledges are inventory items and other financing assets pledged as collateral for financial institution loans and loans for housing companies under construction. Pledges are presented at carrying amount. Furthermore, a right of claim to a lease agreement entered into by the company was given as a collateral for a loan to a subsidiary.
Liability to adjust VAT 1 354 1 390
| Company | Country of domicile |
Holding, % | Share of votes, % |
|---|---|---|---|
| Parent company Lehto Group Plc: | |||
| Rakennusliike Lehto Oy | Finland | 100% | 100% |
| Rakennusliike Koivukoski Oy | Finland | 100% | 100% |
| Rakennuskartio Oy | Finland | 100% | 100% |
| OptimiKodit Oy | Finland | 100% | 100% |
| Takuuelementti Oy | Finland | 100% | 100% |
| Remonttipartio Oy | Finland | 100% | 100% |
| Insinööritoimisto Mäkeläinen Oy | Finland | 100% | 100% |
| Rakennus Oy Wareco | Finland | 100% | 100% |
| Kiinteistö Oy Ylivieskan Arvokiinteistö | Finland | 80% | 80% |
| Kiinteistö Oy Oulun Eteläkeskus | Finland | 100% | 100% |
| Lehto Bygg Ab | Sweden | 100% | 100% |
| Lehto Sverige Ab | Sweden | 88% | 88% |
During the comparison year, Lehto Group Plc acquired the entire share capital of Rakennus Oy Wareco. A more detailed description and acquisition calculation is presented in note "Acquired business".
After the end of the financial period, Lehto Group implemented the merger of six separate Group companies into three subsidiaries on 1 January 2018. The goal of the merger is to simplify the Group structure and reduce administrative work.
A list of associated companies is presented in note "Investments in associated companies" and a list of joint ventures is presented in note "Joint arrangements".
The Group has no subsidiaries with a substantial non-controlling interest.
The Group's related parties include Group companies, members of the Board of Director and the Group's top management as well as entities on which related parties have influence through ownership or management. Related parties also include associated companies and joint ventures.
| Sales 2017 |
Sales 2016 |
Purchases 2017 |
Purchases 2016 |
|
|---|---|---|---|---|
| Associated companies | 10 647 | 2 | 1 | |
| Key personnel and their controlled entities |
77 461 | 10 102 | 3 904 | 2 005 |
| Total | 77 461 | 20 750 | 3 906 | 2 006 |
| Receivables 31 Dec 2017 |
Receivables 31 Dec 2016 |
Liabilities 31 Dec 2017 |
Liabilities 31 Dec 2016 |
|
|---|---|---|---|---|
| Associated companies | 1 394 | 1 | 1 | |
| Key personnel and their controlled entities |
2 225 | 798 | 182 | 227 |
| Total | 2 225 | 2 192 | 183 | 228 |
A major part of related party transactions are connected with purchase of apartments and other premises from the company. The transactions are valued at the debt-free selling price of the completed site. Purchases are mainly equipment rents and other service purchases.
| Management employee benefits | 2017 | 2016 |
|---|---|---|
| Salaries and other short-term employee benefits | 936 | 357 |
| Total | 936 | 357 |
| Salaries and remuneration | 2017 | 2016 |
|---|---|---|
| Chief Executive Officer, CEO | ||
| Hannu Lehto | 126 | 110 |
| Members of the Board of Directors: | ||
| Pertti Huuskonen, chairman | 53 | 51 |
| Martti Karppinen | 29 | 28 |
| Mikko Räsänen | 31 | 29 |
| Päivi Timonen | 30 | 28 |
| Sakari Ahdekivi | 29 | 22 |
IFRS 3 is applied on business acquisitions, whereby identifiable assets, liabilities and contingent liabilities are valued at fair value on the acquisition date and all costs relating to the acquisition are recorded in the income statement.
There was no business acquisitions in 2017.
Lehto Group Plc acquired the entire share capital of Rakennus Oy Wareco on October 3, 2016. Wareco is a building renovation company operating in Finnish capital region, operating in real estate renovations, plumbing services of apartment house companies, renovation and modification projects for facades as well as accessory and complementary building.
Through the acquisition Lehto strengthens and expands its business in building renovation and gets more professional personnel for example for large renovation projects and plumbing renovations. Wareco employed almost 70 persons at the time of acquisition and its net sales in 2015 was EUR 28.7 million and the operating profit was EUR 0.7 million.
The purchase price of the shares on a debt and cash free basis was about EUR 2.6 million. Final purchase price paid was EUR 4.2 million. The final purchase price divergence from estimated because net working capital was higher than estimated. The purchase price was paid in cash from Lehto's cash reserves.
Lehto will also pay additional purchase price on the basis of the profit that Wareco will achieve in 2016, 2017 and 2018. The company has estimated additional purchase price to be about EUR 3.4 million.
For 2016, Lehto paid an additional purchase price of 0.8 million euros for the acquisition of Wareco's share capital. The company estimates that the remaining additional purchase prices amount to EUR 1.5 million. The effect of the estimated unrealised additional purchase price is presented in the notes to the section "Other operating income".
| Customer relationships | 1 500 |
|---|---|
| Other intangible assets | 55 |
| Property, plant and equipment | 533 |
| Inventories | 1 197 |
| Non-current receivables | 763 |
| Current receivables | 4 561 |
| Cash at bank and in hand | 49 |
| Assets, total | 8 658 |
| Acquired liabilities | |
| Deferred tax liabilities | 300 |
| Current liabilities | 3 688 |
| Liabilities, total | 3 988 |
| Consideration transferred | 7 612 |
|---|---|
| Identifiable net assets of the acquired business | 4 670 |
| Goodwill | 2 942 |
The acquisition resulted in goodwill of EUR 2.9 million, attributable to the synergy benefits from the acquired business upon the sale of the business operations. Goodwill is not deductible in taxation.
| Purchase price paid in cash | 4 219 |
|---|---|
| Contingent additional purchase price | 3 393 |
| Acquisition cost, total | 7 612 |
| Cash and cash equivalents of the acquired company | -49 |
| Effect on cash flow in acquisition | 4 170 |
| Effect on cash flow after the payment of the additional purchase price | 7 563 |
Direct costs from the acquisition, which are recorded in the income statement, totalled EUR 192 thousand
In June 2016 Optimikodit Oy, a Lehto Group company, bought the business operations of Dometalot Oy, comprising energy-efficient construction solutions. The sale of the business included the transfer of customary business contracts, immaterial rights and 13 employees to Lehto. Dometalot Oy's personnel continued at Lehto under their existing terms and conditions of employment. The net sales of the acquired business were approximately EUR 1.5 million in 2015. The acquisition had no significant impact on the Lehto Group's 2016 revenues, operating result or financial position.
The consolidated statement of income in comprehensive year includes post-acquisition net sales from the acquired business operations of EUR 4.6 million and an operating loss of EUR 0.3 million. Were the business acquisitions described above carried out at the beginning of the financial year, the Group's estimated net sales in 2016 would have been EUR 386.2 million and operating profit EUR 41.6 million.
| 1 Jan – 31 Dec 2017 |
1 Jan – 31 Dec 2016 |
|
|---|---|---|
| Net sales | 6 360 | 3 626 |
| Other operating income | 41 | 33 |
| Personnel expenses | ||
| Salaries and fees | -2 600 | -1 991 |
| Personnel expenses | ||
| Pension costs | -439 | -342 |
| Indirect employee costs | -92 | -80 |
| Depreciation according to plan and impairment | -291 | -302 |
| Other operating expenses | -3 254 | -2 283 |
| Operating loss | -275 | -1 339 |
| Financial income and expenses | ||
| Income from holdings in Group companies | 9 342 | 1 066 |
| Income from other investments held as non-current assets, from others |
15 | |
| Interest and other financial income | ||
| From Group companies | 536 | 236 |
| From others | 163 | 126 |
| Amortisation from other investments held as non-current assets |
-4 | |
| Interest and other financial expenses | ||
| To Group companies | -10 | -12 |
| To others | -94 | -2 763 |
| Financial income and expenses, total | 9 937 | -1 335 |
| Profit / loss before appropriations and taxes | 9 662 | -2 674 |
| Appropriations | ||
| Group contribution | 3 150 | 7 200 |
| Profit/loss before taxes | 12 812 | 4 526 |
| Taxes | -615 | |
| Profit for the financial year | 12 197 | 4 526 |
| ASSETS | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Non-current assets | ||
| Intangible assets | 450 | 232 |
| Machinery and equipment | 204 | 162 |
| Holdings in Group companies | 29 265 | 27 889 |
| Investments in associated companies | 781 | 781 |
| Other shares and investments | 1 | 1 |
| Non-current assets, total | 30 700 | 29 065 |
| Current assets | ||
| Inventories | 83 | 83 |
| Non-current receivables | ||
| Receivables from Group companies | 2 050 | 2 550 |
| Receivables from associated companies | 475 | 485 |
| Other receivables | 157 | 178 |
| Current receivables | ||
| Trade receivables | 18 | 9 |
| Receivables from Group companies | 21 474 | 22 335 |
| Other receivables | 25 | 21 |
| Adjusting entries for assets | 40 | 52 |
| Financial securities | 23 269 | 30 120 |
| Cash and cash equivalents | 39 274 | 34 380 |
| Current assets total | 86 864 | 90 213 |
| ASSETS TOTAL | 117 564 | 119 278 |
| EQUITY AND LIABILITIES | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| Equity | ||
| Share capital | 100 | 100 |
| Invested non-restricted equity reserve | 71 335 | 71 335 |
| Retained earnings | 3 405 | 11 694 |
| Profit for the financial year | 12 197 | 4 526 |
| Equity, total | 87 036 | 87 654 |
| Liabilities | ||
| Non-current liabilities | ||
| Loans from financial institutions | 250 | 450 |
| Other liabilities | 1 774 | 3 256 |
| Non-current liabilities, total | 2 024 | 3 706 |
| Current liabilities | ||
| Loans from financial institutions | 200 | 200 |
| Trade payables | 264 | 336 |
| Liabilities to Group companies | 26 589 | 24 388 |
| Other liabilities | 650 | 2 000 |
| Adjusting entries for liabilities | 801 | 994 |
| Current liabilities, total | 28 504 | 27 917 |
| Liabilities, total | 30 528 | 31 624 |
| EQUITY AND LIABILITIES TOTAL | 117 564 | 119 278 |
| 31 Dec 2017 | 31 Dec 2016 | |
|---|---|---|
| Cash flow from operating activities | ||
| Profit for the financial year | 9 662 | -2 674 |
| Adjustments: | ||
| Depreciation according to plan and impairment | 291 | 302 |
| Non-cash items | 4 | |
| Financial income and expenses | -9 937 | 1 331 |
| Changes in working capital: | ||
| Change in trade and other receivables | 1 164 | -260 |
| Change in trade and other payables | -705 | 922 |
| Interest paid and other financial expenses | -107 | -2 867 |
| Interests received from operations | 699 | 363 |
| Dividends received from operations | 9 342 | 1 066 |
| Income taxes paid | -612 | |
| Net cash from operating activities | 9 797 | -1 814 |
| Investointien rahavirta | ||
| Investments in intangible and tangible assets | -550 | -210 |
| Investments in other investments | -3 773 | -5 424 |
| Proceeds from sale of investments | 65 | |
| Repayment of loan receivables | 16 100 | |
| Loans granted | -8 300 | -8 940 |
| Dividends received | 15 | |
| Net cash from investments | 3 478 | -14 493 |
| Cash flow from financing | ||
| Loans repaid | -200 | -200 |
| Change in Group financing | -9 418 | 12 317 |
| Dividends paid | -12 815 | -7 929 |
| Group contribution | 7 200 | |
| Share issue paid | 60 505 | |
| Net cash used in financing activities | -15 233 | 64 693 |
| Change in cash and cash equivalents (+/-) | -1 958 | 48 386 |
| Cash and cash equivalents at 1 Jan. | 64 500 | 16 115 |
| Cash and cash equivalents at 31 Dec. | 62 542 | 64 500 |
Inventories are measured at variable cost by applying the FIFO principle and the lowest value principle pursuant to Chapter 5, Section 6(1) of the Finnish Accounting Act.
Depreciable fixed assets are measured at variable cost and depreciated according to plan.
| Machinery and equipment | 3 - 5 years straight-line depreciation |
|---|---|
| Intangible rights | 3 - 5 years straight-line depreciation |
| Other long-term expenditure | 3 years straight-line depreciation |
No changes in the bases of depreciation.
There are no items denominated in foreign currency.
| Net sales by business area | 2017 | 2016 |
|---|---|---|
| Group internal service charges | 6 008 | 3 494 |
| Other net sales, internal | 343 | 121 |
| Other net sales, external | 9 | 11 |
| Total | 6 360 | 3 626 |
| Auditors' fees | 2017 | 2016 |
| Statutory auditing | 55 | 56 |
| Tax services | 5 | 18 |
| Other services | 8 | 265 |
| Financial income and expenses | 2017 | 2016 |
|---|---|---|
| Dividend income from Group companies | 9 342 | 1 066 |
| Dividend income from others | 15 | |
| Interest income from Group companies | 536 | 236 |
| Interest income from others | 163 | 126 |
| Amortisation from other investments held as non-current assets |
-4 | |
| Interest costs on intra-Group liabilities | -10 | -12 |
| Interest costs to others | -33 | -113 |
| Other financial expenses | -61 | -2 650 |
| Total | 9 937 | -1 335 |
| Taxes | 2017 | 2016 |
|---|---|---|
| Current taxes | -615 | |
| Total | -615 |
| Intangible rights | 2017 | 2016 |
|---|---|---|
| Acquisition cost at 1 Jan. | 390 | 304 |
| Increases | 184 | 86 |
| Acquisition cost at 31 Dec. | 574 | 390 |
| Accumulated depreciation at 1 Jan. | -233 | -132 |
| Depreciation and amortisation | -108 | -101 |
| Accumulated depreciation at 31 Dec. | -341 | -233 |
| Book value at 1 Jan. | 157 | 172 |
| Book value at 31 Dec. | 233 | 157 |
| Other long-term expenditure | 2017 | 2016 |
|---|---|---|
| Acquisition cost at 1 Jan. | 358 | 358 |
| Increases | 217 | |
| Acquisition cost at 31 Dec. | 575 | 358 |
| Accumulated depreciation at 1 Jan. | -283 | -167 |
| Depreciation and amortisation | -76 | -116 |
| Accumulated depreciation at 31 Dec. | -359 | -283 |
| Book value at 1 Jan. | 75 | 191 |
| Book value at 31 Dec. | 216 | 75 |
| Machinery and equipment | 2017 | 2016 |
| Acquisition cost at 1 Jan. | 372 | 248 |
| Increases | 147 | 124 |
| Acquisition cost at 31 Dec. | 520 | 372 |
| Accumulated depreciation at 1 Jan. | -210 | -126 |
| Depreciation and amortisation | -107 | -84 |
| Accumulated depreciation at 31 Dec. | -317 | -210 |
| Book value at 1 Jan. | 162 | 123 |
| Book value at 31 Dec. | 202 | 162 |
| Other tangible assets | 2017 | 2016 |
| Increases | 1 | |
| Acquisition cost at 31 Dec. | 1 | |
| Amortisation | ||
| Accumulated amortisation at 31 Dec. | ||
| Book value at 1 Jan. | ||
| Book value at 31 Dec. | 1 |
| Investments | 2017 | 2016 |
|---|---|---|
| Acquisition cost at 1 Jan. | 28 765 | 21 063 |
| Increases | 2 504 | 7 804 |
| Decreases | -1 128 | -101 |
| Acquisition cost at 31 Dec. | 30 142 | 28 765 |
| Accumulated amortisation at 1 Jan. | -95 | -91 |
| Amortisation | -4 | |
| Accumulated amortisation at 31 Dec. | -95 | -95 |
| Book value at 1 Jan. | 28 670 | 20 972 |
| Book value at 31 Dec. | 30 047 | 28 670 |
| Non-current receivables from Group companies | 2017 | 2016 |
| Loan receivables | 2 050 | 2 550 |
| Total | 2 050 | 2 550 |
| Current receivables from Group companies | 2017 | 2016 |
| Trade receivables | 431 | 1 536 |
| Loan receivables | 724 | 8 024 |
| Other receivables | 3 468 | 7 545 |
| Group limit | 16 851 | 5 230 |
| Total | 21 474 | 22 335 |
| Essential items included in adjusting entries for | ||
| assets | 2017 | 2016 |
| Total | 40 | 52 |
| Yhteensä | 40 | 52 |
| 2017 | 2016 | |
|---|---|---|
| Share capital on 1 Jan. | 100 | 100 |
| Share capital on 31 Dec. | 100 | 100 |
| Invested non-restricted equity reserve at 1 Jan. | 71 335 | 5 830 |
| Changes during for the financial year | 65 505 | |
| Invested non-restricted equity reserve at 31 Dec. | 71 335 | 71 335 |
| Retained earnings at 1 Jan. | 11 694 | 11 610 |
| Retained earnings | 4 526 | 8 013 |
| Distribution of dividends | -12 815 | -7 929 |
| Retained earnings at 31 Dec. | 3 405 | 11 694 |
| Profit/loss for the financial year | 12 197 | 4 526 |
| Equity, total | 87 036 | 87 654 |
| Statement of distributable funds | 2017 | 2016 |
| Invested non-restricted equity reserve | 71 335 | 71 335 |
| Retained earnings | 3 405 | 11 694 |
| Profit/loss for the financial year | 12 197 | 4 526 |
| Total | 86 936 | 87 554 |
| Liabilities to Group companies | 2017 | 2016 |
| Trade payables | 2 | 4 |
| Group limit | 26 587 | 24 384 |
| Total | 26 589 | 24 388 |
| liabilities | 2017 | 2016 |
|---|---|---|
| Salary debt | 240 | 493 |
| Holiday pay debt with related costs | 309 | 165 |
| Non-wage labour cost debt | 249 | 213 |
| Tax debt | 2 | |
| Interest debt | 0 | 1 |
| Other liabilities | 122 | |
| Total | 801 | 994 |
| Loans covered by pledges on assets | 2017 | 2016 |
|---|---|---|
| Loans from financial institutions | 450 | 650 |
| Total | 450 | 650 |
| Guarantees | ||
| Absolute guarantees | 325 | 1 174 |
| Total | 325 | 1 174 |
| Amount of credit limits | ||
| Credit limits available | 2 009 | 2 005 |
| Credit limits in use | 364 | |
| Credit limits outstanding | 1 645 | 2 005 |
| Guarantee limits available | 204 729 | 130 000 |
| Guarantee limits in use | 86 579 | 63 434 |
| Guarantee limits outstanding | 118 149 | 66 566 |
| Guarantees given on behalf of other Group | ||
|---|---|---|
| companies | 2017 | 2016 |
| Guarantees given and other commitments | 103 892 | 35 476 |
| Leasing agreements not included in balance sheet | ||
| Expiring in 12 months | 51 | 11 |
| Expiring in more than 12 months | 87 | 23 |
| Total | 138 | 35 |
| Lease liabilities | ||
| Construction leases | 6 195 | 702 |
| Total | 6 195 | 702 |
| Average number of company personnel at the end of the financial year |
2017 | 2016 |
|---|---|---|
| Salaried employees | 44 | 26 |
| Total | 44 | 26 |
Remuneration of the CEO and members of the Board of Directors are specified in note "Related party transactions" to the consolidated financial statements.
The parent company's distributable funds are EUR 86,936,107.26, of which the profit for the year is EUR 12,196,949.29.
The Board of Directors proposes to the Annual General Meeting that the dividend payable for the financial year 1 January–31 December 2017 would be EUR 0.34 per share, or 19,805,255.68 euros.
No significant changes occurred in the company's financial position after the end of the financial year.
The company's liquidity is good, and in the Board of Directors' opinion, the proposed distribution of profits does not compromise the company liquidity.
Martti Karppinen
Päivi Timonen
Hannu Lehto
CEO
Member of the Board of Directors
Member of the Board of Directors
Vantaa, 14 February 2018
Pertti Huuskonen Chairman of the Board of Directors
Mikko Räsänen Member of the Board of Directors
Sakari Ahdekivi Member of the Board of Directors
A report on the audit performed has been issued today.
Vantaa, 14 February 2018
KPMG Oy Ab Audit firm
Tapio Raappana APA
| Group key figures | |||||
|---|---|---|---|---|---|
| 2017 | 2016 | 2015 | 2014 | 2013 | |
| Net sales, EUR million | 594.1 | 361.8 | 275.6 | 171.1 | 113.4 |
| Net sales, change from the previous year % | 64.2% | 31.3% | 61.1% | 50.8% | -0.4% |
| Operating profit, EUR million | 61.5 | 40.4 | 27.2 | 5.8 | 9.2 |
| Operating profit, as % of net sales | 10.4% | 11.2% | 9.9% | 3.4% | 8.1% |
| Profit or loss for the financial year, EUR million | 49.2 | 31.9 | 21.2 | 4.1 | 6.7 |
| Profit or loss for the financial year, as % of net sales | 8.3% | 8.8% | 7.7% | 2.4% | 5.9% |
| Return on investments (ROE), % | 36.6% | 42.8% | 85.1% | 25.6% | 51.7% |
| Return on equity (ROI), % | 38.4% | 44.5% | 66.5% | 21.6% | 49.0% |
| Equity ratio, % | 56.6% | 60.4% | 37.2% | 27.3% | 40.7% |
| Gearing, % | 11.5% | 9.4% | 32.6% | 48.8% | 26.7% |
| Net gearing ratio, % | -20.3% | -44.2% | -22.9% | 50.9% | -16.2% |
| Gross expenditure on assets, EUR million | 4.5 | 7.6 | 1.1 | 0.8 | 2.3 |
| Personnel during the period, average | 1,013 | 566 | 402 | 312 | 246 |
| Personnel at Dec 31 | 1,184 | 747 | 423 | 326 | 287 |
| Equity / share | 2.63 | 1.98 | 0.74 | 0.41 | 0.38 |
| Earnings per share, EUR, basic 1) | 0.84 | 0.59 | 0.52 | 0.07 | 0.13 |
| Earnings per share, EUR, diluted 1) | 0.84 | 0.59 | 0.52 | 0.07 | 0.13 |
| Average number of shares during the year, basic 1) | 58,250,752 | 54,067,297 | 41,062,559 | 40,000,000 | 40,000,000 |
| Average number of shares during the year, diluted 1) | 58,432,315 | 54,073,804 | 41,062,559 | 40,000,000 | 40,000,000 |
| Number of shares at the end of the year 1) | 58,250,752 | 58,250,752 | 45,310,404 | 40,000,000 | 40,000,000 |
| Market value of share on Dec 31, EUR million | 737.5 | 593.6 | - | - | - |
| Share turnover, shares | 16,334,696 | 11,912,330 | - | - | - |
| Share turnover out of average number of shares, % | 28.0% | 22.0% | - | - | - |
| Share prices, EUR | |||||
| Highest price, EUR | 14.26 | 10.19 | - | - | - |
| Lowest price, EUR | 9.79 | 5.52 | - | - | - |
| Average price, EUR | 12.25 | 8.03 | - | - | - |
| Price at Dec 31, EUR | 12.66 | 10.19 | - | - | - |
| Dividend / share, EUR 1) 2) | 0.34 | 0.22 | 0.18 | 0.13 | 0.04 |
| Dividend payout ratio, % 1) 2) | 40.2% | 37.3% | 33.8% | 184.9% | 25.9% |
| Effective dividend yield % 2) | 2.7% | 2.2% | - | - | - |
| Price / Earnings | 15.03 | 17.27 | - | - | - |
1) Years 2013-2015 adjusted for share issue (split) in March 30, 2016 2) Year 2017 dividend proposal
| Profit for the financial year | |||
|---|---|---|---|
| Earnings per share | Issue-adjusted average number of shares during the year |
||
| Equity | |||
| Equity / share | Issue-adjusted average number of shares at the end of year |
||
| Dividend | |||
| Dividend / share | Issue-adjusted number of shares on Dec 31 |
The company has taken into consideration new guidelines of the European Securities and Markets Authority (ESMA) regarding Alternative Performance Measures that were entered into force on July 3, 2016. Key figures used by the company are well-known figures, which are mainly derived from the result and balance sheet. Alternative performance measures may not be considered as a substitute for measures of performance in accordance with the IFRS.
| Profit for the financial year | |||
|---|---|---|---|
| Return on equity (ROE), % 100 x |
Equity (average) | ||
| Return on investments (ROI), % 100 x |
Profit before taxes + Interest and other financial expenses |
||
| Balance sheet total - Non-interest bearing liabilities (average) |
|||
| Equity ratio, % | 100 x | Equity Balance sheet total - Advances received |
| Gearing, % 100 x |
Non-current liabilities | ||
|---|---|---|---|
| Equity + Provisions | |||
| Net gearing ratio, % | 100 x | Interest-bearing liabilities - Cash and cash equivalents and financial securities Equity |
|
| Dividend payout ratio, % | 100 x | Dividend per share Earnings per share |
|
| Effective dividend yield, % | 100 x | Dividend per share Share price on Dec 31 |
|
| Price / Earnings (P/E) | Issue-adjusted share price on Dec 31 Earnings per share |
||
At balance sheet date, the number of shares is 58,250,752. The share capital is EUR 100,000. The company has one share class and all shares are of the same class. The company's shares have no par value, and the Articles of Association do not specify the minimum or maximum value of shares or share capital. Each share entitles its holder to one vote and to an equal amount of dividend. The company held no own shares.
| Number of shares |
% | |
|---|---|---|
| Lehto Invest Oy | 21,635,216 | 37.1% |
| Myllymäki Asko | 4,837,562 | 8.3% |
| Kinnunen Mikko | 1,936,368 | 3.3% |
| OP-Suomi Arvo | 1,665,339 | 2.9% |
| Winduo Oy | 1,293,925 | 2.2% |
| Koivukoski Tomi | 1,223,643 | 2.1% |
| Saartoala Ari | 942,243 | 1.6% |
| Fondita Nordic Micro Cap Placeringsf | 660,000 | 1.1% |
| Heikkilä Jaakko | 640,000 | 1.1% |
| Sr Danske Invest Suomi Yhteisöosake | 617,163 | 1.1% |
| 10 LARGEST SHAREHOLDERS | 35,451,459 | 60.9% |
| Nominee-registered | 8,254,959 | 14.2% |
| Other shareholders | 14,544,334 | 25.0% |
| TOTAL | 58,250,752 | 100.0% |
| Number | ||||
|---|---|---|---|---|
| Number | of share | |||
| Shares | of shares | % | holders | % |
| 1 – 100 shares | 146,045 | 0.3% | 2,736 | 30.5% |
| 101 – 1,000 shares | 1,980,431 | 3.4% | 5,414 | 60.3% |
| 1,001 – 10,000 shares | 1,798,672 | 3.1% | 710 | 7.9% |
| 10,001 – 100,000 shares | 2,520,657 | 4.3% | 75 | 0.8% |
| 100,001 – 1,000,000 shares | 11,155,644 | 19.2% | 33 | 0.4% |
| over 1,000,000 shares | 40,649,303 | 69.8% | 8 | 0.1% |
| TOTAL | 58,250,752 | 100.0% | 8,976 | 100.0% |
| where of Nominee registered |
8,254,959 | 14.2% | 9 | 10.0% |
| Number of shares |
% | Number of share holders |
% | |
|---|---|---|---|---|
| Companies | 25,500,268 | 43.8% | 412 | 4.6% |
| Financial and insurance | ||||
| institutions | 14,292,694 | 24.5% | 24 | 0.3% |
| Public sector organizations | 1,239,115 | 2.1% | 9 | 0.1% |
| Households | 16,857,434 | 28.9% | 8,462 | 94.3% |
| Non-profit organizations | 170,559 | 0.3% | 44 | 0.5% |
| Foreign countries | 190,682 | 0.3% | 16 | 0.2% |
| TOTAL | 58,250,752 | 100.0% | 8,967 | 100.0% |
| where of Nominee | ||||
| registered | 8,254,959 | 14.2% | 9 | 0.1% |
Lehto Group Plc | Auditor's Report 2017
This document is an English translation of the Finnish auditor's report. Only the Finnish version of the report is legally binding.
To the Annual General Meeting of Lehto Group Plc
We have audited the financial statements of Lehto Group Plc (business identity code 2235443-2) for the year ended 31 December 2017. The financial statements comprise the consolidated balance sheet, statement of comprehensive income, statement of changes in equity, cash flow statement and notes, including a summary of significant accounting policies, as well as the parent company's balance sheet, income statement, cash flow statement and notes.
Our opinion is consistent with the additional report submitted to the Audit Committee.
We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 6 to the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
The scope of our audit was influenced by our application of materiality. The materiality is determined based on our professional judgement and is used to determine the nature, timing and extent of our audit procedures and to evaluate the effect of identified misstatements on the financial statements as a whole. The level of materiality we set is based on our assessment of the magnitude of misstatements that, individually or in aggregate, could reasonably be expected to have influence on the economic decisions of the users of the financial statements. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for qualitative reasons for the users of the financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The significant risks of material misstatement referred to in the EU Regulation No 537/2014 point (c) of Article 10(2) are included in the description of key audit matters below.
We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud.
(Refer to Accounting principles for the consolidated financial statements, section "Revenue recognition principles" and notes 2, 18 and 24 to the consolidated financial statements)
contracts in relation to both Group accounting principles applied in the preparation of consolidated financial statements as well as to provisions governing the preparation of financial statements.
• In regard to invoicing and revenue recognition, we evaluated the accuracy of entries recorded in the Group's enterprise resource planning system. We performed projectbased substantive audit procedures on the project revenue calculations with the objective of assessing the accuracy of both the said calculations and profit margin recognized as well as the balances of receivables and received advance payments arising from long-term contracts presented in the financial statements.
(Refer to Accounting principles for the consolidated financial statements, section "Inventories" and note 17 to the consolidated financial statements)
The Board of Directors and the CEO are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International
Financial Reporting Standards (IFRS) as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the CEO are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the CEO are responsible for assessing the parent company's and the group's ability to continue as going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate
with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
We were first appointed as auditors by the Annual General Meeting for the financial year ended 31 December 2013 and our appointment represents a total period of uninterrupted engagement of 5 years. Lehto Group Plc became a public interest entity on 28 April 2016. We have been acting as the auditors of the company for the entirety of the duration that it has been a public interest entity.
The Board of Directors and the CEO are responsible for the other information. The other information comprises information included in the report of the Board of Directors and in the Annual Report, but does not include the financial statements and our auditor's report thereon. We obtained the report of the Board of Directors prior to the date of this auditor's report, and the Annual Report is expected to be made available to us after that date. Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to the report of the Board of Directors, our responsibility also includes considering
whether the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in accordance with the applicable laws and regulations.
If, based on the work we have performed on the report of the Board of Directors, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Vantaa, 14 February 2018
KPMG Oy Ab
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