Annual Report • Feb 19, 2018
Annual Report
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| Report by the Board of Directors 2017 | 2 |
|---|---|
| Group key figures and calculation of financial ratios | 14 |
| Shares and share capital | 17 |
| Financial statements | |
| Consolidated financial statements (IFRS) | |
| Consolidated income statement | 19 |
| Consolidated statement of financial position | 20 |
| Consolidated statement of cash flows | 21 |
| Consolidated statement of changes in equity | 22 |
| Notes to the consolidated financial statements | |
| Accounting policies for the consolidated financial statements | 23 |
| Notes to the consolidated income statement | 31 |
| Notes to the consolidated statement of financial position | 33 |
| Management of financial risks | 44 |
| Related party transactions | 48 |
| Other notes | 49 |
| Parent company's financial statements (FAS) | |
| Parent company's income statement | 50 |
| Parent company's balance sheet | 51 |
| Parent company's cash flow statement | 52 |
| Notes to the parent company's financial statements | 53 |
| Signing of Report by the Board of Directors and the financial statements | 58 |
| Auditor's report | 59 |
The principal line of business of Tokmanni Group Corporation is to sell administrative services to the other companies in the Tokmanni Group. These companies include Retail Leasing Oy, whose line of business is to own and lease property, plant and equipment to the other Group companies. Retail Leasing Oy is also the parent of Nordic Disco AB (Sweden) which, in turn, is the parent of Tokmanni Oy. Tokmanni Oy engages in wholesale, retail and speciality goods trade in collaboration with its subsidiary, Tarjousmaxi Oy. Tarjousmaxi Oy was merged with its parent company on August 31, 2017. Taitomanni Oy is a company owned by Tokmanni Oy, whose business is to provide Group companies with personnel rental and support services in the retail sector. The Group also includes Retail Property Investment Ltd, which carries out a real estate business by investing in own real estate companies that build store premises for Group company use. During the financial year Retail Property Investment Oy sold its real estate company, Kiinteistö Oy Tokmanni Närpiö, owned by the company during the financial year.
Tokmanni's revenue for 2017 grew by 2.7% to EUR 796.5 million (775.8) and comparable EBITDA was EUR 55.0 million. (62.8), representing 6.9% of revenue (8.1%). Comparable operating profit was EUR 40.6 million. (47.7), 5.1% of revenue (6.1%).
In 2017 the Finnish economy improved significantly and GDP grew more than 3%, significantly faster than what was expected at the beginning of the year. Nonetheless, the uncertainty in the non-grocery market continued throughout the year. Competition continued harsh and many retailers suffered from market weakness, intense competition, and the growth in popularity of online stores.
In 2017 Tokmanni opened six new stores and a record high amount of new stores, a total of 13 new and 2 relocated stores during 2017. Thereby, Tokmanni increased its selling space by approximately 24,000 square meters.
Tokmanni is Finland's leading discount retailer. We are the only discount retailer with a nationwide store network. At the end of 2017 Tokmanni had 175 stores around Finland and an online store. We offer our customers an interesting and wide assortment at affordable prices combined with a good customer experience. We want to offer our customers an inspirational shopping experience in all our sales channels. We have a wide range of products at low prices in six product categories: Groceries, Home cleaning and personal care, Clothing, Tools and electrical equipment, Home, decoration and garden, Leisure and home electronics. Our assortment consists of leading international brands, our private labels and non-branded products.
Tokmanni's offering is broad and covers six product categories, which is why the company's target market is large and the competitive field is fragmented.
Tokmanni is the market leader in Finland in the discount retail market. In this market Tokmanni's competitors are several smaller regional companies and Tokmanni is the only discount retailer with a nationwide store network. In addition to its low perceived price image, Tokmanni has focused on its store concept and the continuous development of the customer experience in order to distinguish itself from other discount retailers.
Hypermarkets carry a large product assortment, from fresh food to consumer goods. They are mostly located in the suburbs of the main cities and benefit from repeated visits thanks to their fresh food offering. Tokmanni also has a wide range of non-grocery goods, and its low perceived price image provides it with a competitive advantage over hypermarkets.
Specialty discount retailers with affordable prices and a strong assortment of private label goods offer a comprehensive assortment in individual product groups, such as sports products or home electronics. Tokmanni's primary competitive advantage compared to specialty retailers is its considerably wider assortment and a nationwide store network.
In the centers of large cities, Tokmanni also competes with department stores, such as Sokos and Stockmann. Department stores offer a wide assortment of consumer goods but because their perceived price image is higher, their sales have decreased in recent years.
In recent years, the importance of international online stores has also increased in Finland. Competition has increased especially in the product categories of clothing and home electronics, and online stores are expected to further grow over coming years. Tokmanni continuously develops its digital services to meet the changing needs of its customers and to develop the holistic customer experience.
In 2017 the Finnish economy improved significantly and GDP grew more than 3%, significantly faster than what was expected at the beginning of the year. Nonetheless, the uncertainty in the non-grocery market continued throughout the year. Competition continued harsh and many retailers, such as Erätukku and Seppälä, suffered from market weakness, intense competition, and the growth in popularity of online stores.
According to the Finnish Grocery Trade Association's FGTA (www.pty.fi) statistics the total sales of the non-grocery market, the market closest comparable to Tokmanni, decreased by -6.1% during the year 2017. Department stores and hypermarket chain sales decreased by -0.5% in the same period according to the statistics. According to Tokmanni's estimate, the non-grocery market decreased by -0.7% and the total sales of department stores and hypermarket chains grew 1.6% during the review period January-December 2017 when Anttila's estimated sales is adjusted from the 2016 comparable numbers.
FGTA member department stores and hypermarket chains are K-Citymarket, Prisma, Sokos, Stockmann, Tokmanni and Minimani. In addition, Anttila is included in the comparable numbers. It is important to note that the FGTA statistics only partially covers Tokmanni's addressable market. Tokmanni's target is to develop its market coverage to be able to provide a more detailed picture of the development. However, the challenges of access to topical quarterly information will limit the possibility to provide a complete picture.
Based on efficient roll-out and short ramp up, opening new stores is one of the drivers for Tokmanni's revenue and earnings growth. At the end of the fourth quarter Tokmanni had 175 (162) stores across Finland.
In 2017 Tokmanni opened a record high amount of new stores, a total of 13 new and 2 relocated stores during 2017. Thereby, Tokmanni increased its selling space by approximately 24,000 square meters.
To date, Tokmanni has agreed to open two new stores and two relocated stores in 2018. In addition, the company will expand three stores during 2018. The selling space of these stores will increase by more than 30% and they will therefore be included in new stores according to Tokmanni's definition. To improve the efficiency of the selling space, the selling space of two existing stores is planned to be reduced, which may affect the 2018 net space increase. No final decision regarding these reductions has yet been taken. During 2018, the company's selling space is estimated to grow by approximately 8,000 square meters depending on the store reductions.
According to Tokmanni's definition a store is considered a new or relocated store in its opening year and in the following calendar year. On average a new store is profitable in approximately 12 months and reaches full capacity in approximately 24 months.
Tokmanni's January-December 2017 revenue amounted to EUR 796.5 million (775.8), a growth of 2.7%. Like-for-Like revenue decreased by 1.3 %. This was mainly due to the weak beginning of the year, stronger competition especially in groceries, and the impact from some new stores and store size reductions on Like-for-Like sales. The strong competition brought on by online stores and specialty discount retailers could be seen especially in the clothing and tools product categories. The Like-for-Like sales improved considerably during the second half of the year, -0.2 % year on year compared to -2.7% during the first half of the year. This signals that measures taken to improve Like-for-Like sales, such as the continuous development of the assortment and the store concept, are beginning to make a difference. When analyzing the numbers, it is also good to keep in mind that 2017 had one selling day less than the previous year. The share of sales of the continuous assortment was 74% (72%), seasonal products 21% (22%) and stock lots 5% (6%). In the review period January-December 2017 the revenue from Tokmanni's online sales was more than EUR 3 million and its share of Group revenue approximately 0.5%. The online sales is also seasonal and as a result, the first quarter is usually the weakest and the last quarter is the strongest. As of 2018 the online sales will be included in Like-for-Like revenue. The number of baskets grew 3.6% to 46.4 million but the average basket size decreased slightly by 0.9% to 17.2 euros.
January-December 2017 gross profit totaled EUR 267.1 million (268.4), a gross margin of 33.5% (34.6%). Comparable gross profit totaled EUR 268.1 million (267.9), corresponding to a gross margin of 33.7% (34.5%). The direct imports' share of revenue remained at last year's level 25% (25%). In 2017 Tokmanni has determinedly focused on developing sourcing efficiency and sourcing through its Shanghai office. 14% (13%) of products sold in 2017 was sourced through the Shanghai office. Tokmanni continues to increase the share of direct sourcing and private label products as a part of its profitability improvement strategy. In 2017 the share of private labels, licensed and non-branded products was 32% of revenue (34%). The decrease was mainly due to the sales mix with a higher amount of branded products, even though the share of private labels improved towards the end of the year and the fourth quarter in particular.
Operating expenses for January-December 2017 totaled EUR 217.8 million (207.4), 27.3% of revenue (26.7%). Comparable operating expenses were EUR 217.0 million (208.5), 27.2% of revenue (26.9%). The growth in operating expenses in 2017 was mainly due to the high number of new stores opened in 2017.
EBITDA for the review period totaled EUR 53.1 million (64.3), 6.7% of revenue (8.3%) and comparable EBITDA EUR 55.0 million (62.8), 6.9% of revenue (8.1%).
January-December 2017 operating profit (EBIT) totaled EUR 38.8 million (49.2), 4.9% of revenue (6.3%). Comparable EBIT totaled EUR 40.6 million (47.7), 5.1% of revenue (6.1%).
The financial expenses for the period January-December 2017 totaled EUR 5.9 million (15.3). In 2017, the financial structure of the Group was clearly lighter than in the previous year, as a result of which financial expenses declined significantly and net income was almost at the previous year's level.
January-December 2017 profit before taxes totaled EUR 32.9 million (34.0). Taxes for the period were EUR 6.6 million (6.8). The result for the period was close to last year's level EUR 26.3 million (27.2). Earnings per share were 0.45 euros (0.50). Return on Capital Employed (ROCE) was 11.4% (14.5%) and Return on Equity (ROE) 16.0% (18.1%).
Cash flow from operating activities 2017 amounted to EUR 27.1 million (62.5). Cash flow from operating activities, which was exceptionally strong in 2016, weakened during 2017 due to the growth in working capital. Cash and cash equivalent totaled EUR 42.5 million (57.6) at the end of the period.
At the end of December 2017 Tokmanni had a total of EUR 176.6 million (173.5) in interest bearing debt. Net debt/comparable EBITDA was 2.4 (1.8) at the end of the year. Tokmanni's target is that net debt/adjusted EBITDA is below 2.0. Tokmanni's equity ratio was 35.2% (36.3%).
Net capital expenditure for 2017 amounted to EUR 8.1 million (9.8). The capital expenditure is decreased by a repayment of EUR 2.9 million temporary financing related to the construction of the Närpiö store, which was returned as a result of a sales-and-leaseback arrangement.
In our investment program for 2018, we will invest more heavily in the maintenance of our store network than in the previous years, especially in updating our grocery stores, and in Tokmanni's digital services to support Like-for-Like sales. We will open approximately five new stores in 2018 in accordance with our targets. Capital expenditures are expected to be at the level of depreciation in 2018. In 2017 depreciation amounted to EUR 14.3 million (15.1).
Tokmanni's goal is to continue strengthening its position as the leading general discount retailer in Finland by leveraging its key competitive advantages: the strong perceived price image, an attractive and wide assortment and a good in-store customer experience.
Tokmanni aims to deliver stable and profitable growth over the long term by
The Board of Directors has adopted the following financial and other targets for Tokmanni:
During January-December 2017, Tokmanni continued to implement its strategy and to develop the company according to its targets.
Tokmanni continuously develops its customer-focused assortment and offers interesting products to its customers at attractive prices. To ensure a pleasant experience for customers Tokmanni continuously develops its store concept according to customer needs. During the review period, the reinforcement of Tokmanni's store concept continued. The company regularly analyzes the functionality of the concept, modifies solutions when needed and designs new elements to be embedded in the concept. The new elements of the store concept are tested in pilot stores and thereafter partially or completely implemented in stores. During the review period key components of the store concept development were space optimization, the development of easy to use and attractive "worlds" as well as increasing impulse shopping for example through the improvement of mass areas. During the review period, the company continued to improve its store efficiency. The aim of the project is to improve the store presentation work and releases sales staff time to better customer service.
Tokmanni's assortment consists of leading international brands, Tokmanni's own private labels and non-branded products. Tokmanni's most important profitability drivers are the increase in direct imports and the share of private labels. Tokmanni has been developing its operations decisively since 2013, when the company established a sourcing company in Shanghai with Norwegian discounter Europris. During the review period, the company continued to develop its portfolio of private labels and at the same time concentrating it. As a result, Tokmanni is now investing more and more in, among other things, the marketing of private labels and has, among other things, made private label focused marketing recruitments in 2017.
Tokmanni continued to sharpen the destination categories of its assortments as a part of its product category strategy.
Tokmanni's digital project proceeded as planned. In the first phase of the project, the company focuses on building a system platform to enable an omni-channel approach. The goal is to create new tools for reaching and serving customers as well as to develop sales digitally and building a new online store.
In addition to increasing Like-for-Like sales, Tokmanni is seeking growth by opening new stores. During 2017 Tokmanni opened 13 new and 2 relocated stores net.
Tokmanni is a significant employer in Finland and the company had 3,255 (3,224) employees at the end of the year 2017. On average Tokmanni had 3,232 (3,209) employees during the year. Out of the total number of employees 86.0% (86.0%) worked in the stores, 6.4% (6.4%) in the warehouse and 7.6% (7.6%) in support functions. In the fourth quarter Tokmanni Oy and Administer Partner Oy entered into a contract for the transfer of Tokmanni's accounting services to the Administer. As a result of the agreement, ten Tokmanni employees were transferred to Administer as old employees at their Mäntsälä branch office. Personnel expenses for the financial year were EUR 97.9 million. (96.4), 12.3% of net sales.
At the end of 2017 Tokmanni Group Corporation had 58,868,752 shares. During the review period 63,315,286 Tokmanni Group Corporation shares were traded on Nasdaq Helsinki and the value of the shares traded was EUR 520.8 million.
At the end of the year the biggest shareholders were Rockers Tukku Oy 17.00%, Elo Pension Company 8.07%, Varma Mutual Pension Insurance Company 7.38%, Nordea Pro Finland Fund 4.54% and OP-Finland Value Fund 3.18%. At the end of the year Tokmanni Group Corporation had approximately 14,000 shareholders.
Tokmanni Group Corporation has one share series and all shares carry equal voting rights at the general meeting. The share has no nominal value. Corporation does not hold any of its own shares.
Governance at Tokmanni Group Corporation is based on the Articles of Association approved by the General Meeting of Shareholders, the Finnish Limited Liability Companies Act and the rules and regulations issued by Nasdaq Helsinki Ltd with regard to listed companies. Tokmanni complies with the Finnish Corporate Governance Code for listed companies issued by the Securities Market Association in 2015.
Tokmanni publishes a separate corporate governance and remuneration report for 2017 in accordance with the Finnish Corporate Governance Code. The report will be released in week 8 on Tokmanni's website.
Tokmanni Group Corporation's annual general meeting, which was held on 24 March 2017, approved the 2016 financial statements, and discharged the members of the Board of Directors and the company's CEO from liability.
The general meeting approved the proposal to pay a dividend of EUR 0.51 per share, for the accounting period that ended on 31 December 2016.
The general meeting decided the number of Board members to be six. The meeting elected Harri Sivula, Therese Cedercreutz, Christian Gylling, Kati Hagros, Sven-Olof Kulldorff and Seppo Saastamoinen as members of the Board of Directors. Harri Sivula was re-elected as Chairman of the Board of Directors.
The general meeting decided that the auditor is paid remuneration in accordance with a reasonable invoice. The authorized public accountants KPMG Oy Ab were reappointed as the company's auditor until the Annual general meeting 2018.
The general meeting resolved to establish a Shareholders' Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors to the general meetings. The Shareholders' Nomination Board replaces the Nomination Committee nominated by the Board of Directors.
The general meeting authorized the Board of Directors to decide on repurchase or accepting as pledge, using the company's non-restricted equity, a maximum of 2,943,000 own shares, which corresponds to approximately 5 per cent of the company's total shares at the time of convening the meeting. The authorization is effective until the annual general meeting held in 2018. The authorization was not exercised during the review period.
The general meeting authorized the Board of Directors to decide on the issuance of at most 2,943,000 new shares or shares held by the company in one or more tranches through a share issue and/or by issuing options or other special rights entitling to shares as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act.The authorization is effective until 23 March 2022. The authorization was not exercised during the review period.
At Tokmanni Group Corporation's constitutive meeting following the annual general meeting, the Board resolved to elect as members of the Finance and Audit Committee: Christian Gylling, Kati Hagros and Harri Sivula.
M.Sc. (Econ.) Mathias Kivikoski took up the position as sales director and member of the Executive Group and M.Sc. (Econ.) Hanna Nikoskelainen as business director and member of the Executive Group in January 2017.
M.Sc. (Econ.) Markku Pirskanen was appointed Tokmanni's CFO and member of the Executive Group as of May 2017. Pirskanen is the successor to Tokmanni's former CFO Sixten Hjort. Hjort retired from the company at the end of June.
Tokmanni Group Corporation's Board of Directors appointed Chairman of the Board Harri Sivula interim CEO as of 15 June 2017 when CEO Heikki Väänänen left the company. At the same time, the Board of Directors appointed CFO Markku Pirskanen deputy to the CEO.
In July Tokmanni's Board of Directors appointed M.Sc. (Econ.) Mika Rautiainen as new CEO of Tokmanni Group Corporation. He will take up his position in June 2018.
Tokmanni Group Corporation's risk management is guided by its risk management policy confirmed by the Board of Directors. The objective of Tokmanni's risk management is to support the company's values, strategy and business continuity by anticipating and managing potential risks involved in the activities. The aim is to assess the risks systematically in order to promote the in-depth planning and decision-making process.
The responsibility for the practical implementation of risk management lies with Group management. Risks are assessed on a regular basis and managed holistically. Tokmanni Group Corporation's risks are discussed in Tokmanni's Board of Directors' Finance and Audit Committee annually.
The chairman of the Finance and Audit Committee regularly reports on risk management to the Board. The most significant risks and uncertainty factors are disclosed to the market in the report by the Board of Directors and any material changes to these risks in the business reviews and half year financial reports.
Tokmanni's business performance and profitability are exposed to consumer behavior in the Finnish retail market. New international market powers are changing market dynamics, create market pressure and further tighten the competitive situation. If Tokmanni failed to understand the direction of market development and the need for change required, this could have a negative impact on Tokmanni's business. To manage market risks Tokmanni monitors the market as part of the company's everyday business operations, effectively adapts its business processes and services, adapts sales promotion measures and pricing strategies as a response to changing market conditions.
Failures in Tokmanni's product safety control or quality assurance of the supply chain may result in financial losses and loss of customer confidence. Different aspects of responsibility, manufacturing of products, responsible sourcing, the importance of fair and equal treatment of employees is becoming even more pronounced to customers. Possible failures in implementing the responsibility aspects would cause negative publicity and affect the company's reputation. The aforementioned quality and reputation risks are managed, among others through quality and sustainability audits, through compliance requirements regarding amfori BSCI and Tokmanni's Code of Conduct, through internal audit measures as well as a rigorous internal compliance program.
Dependence on information systems, telecommunications and external service providers has grown also at Tokmanni. Also the integration of networks, outsourcing services as well as online and mobile retail have reduced the possibility for effective information security control. Extended malfunctions in information systems, payment systems or in other parts of the supply chain can cause major losses in sales. Tokmanni focuses even more on identifying the risks associated with data security and in increasing data security capabilities.
Tokmanni increases the number of private label products in all product categories as part of its target to improve profitability. Tokmanni's private label products generally have a low price image and have higher margins than branded products. Tokmanni is also focusing on direct sourcing, leaving the middlemen out and doing business directly with the suppliers. Increasing direct sourcing can increase risks related to the availability of products, the need for working capital, as well as product quality and safety-related business risks. Failure to increase Tokmanni's private labels and direct sourcing may also endanger the implementation of the strategic objectives, which can have a negative impact on Tokmanni's business and financial position. To manage the above mentioned risks, the group among others takes advantage of its sourcing joint venture established in Shanghai, continues to develop and optimize its sourcing model and conducts manufacturing audits.
Tokmanni strives to improve working capital management with better processes and tools in sourcing, supply chain management and category management. If the company fails to improve working capital management this can have a negative impact on the company's financial position and profitability. Tokmanni continuously monitors the inventory turnover, product life cycles and assortment management as part of the company's everyday business operations management and take corrective action if necessary.
Tokmanni's Like-for-Like revenue growth is largely dependent on its advertising and the effectiveness and efficiency of marketing programs. The success of the advertising and marketing program requires that Tokmanni manages advertising and marketing costs effectively to keep the marketing investment returns at an acceptable level and to increase the number of customers through improved awareness. To manage the marketing risk, Tokmanni monitors the market and measures marketing and advertising efficiency constantly. Tokmanni's marketing processes have been developed to be agile and flexible, allowing for a very rapid response to potential negative effects.
Tokmanni's strategy implementation and strategic changes require new kind of competencies and skilled personnel. Tokmanni's ongoing development and the need for specialized expertise will increase the risk of key employees and reliance on the competence of individual people. Tokmanni focuses on essential competencies in recruitment, competence development, learning on the job and training to reduce key employee risks.
Tokmanni is exposed to currency risk through its purchasing practices. Unfavorable changes in currency exchange rates may increase the cost of the products purchased in currencies other than in euros and Tokmanni may not be able to transfer all such costs to its customers. Tokmanni's main foreign currency is the US dollar. Of Tokmanni's products purchased during the review period ending December 31st, 2017 approximately 90 per cent were euro denominated and about 10 per cent US dollar denominated. Tokmanni hedges at least half of purchases made in USD for an average period of six months.
In 2017, the Finnish economy recovered and GDP grew over 3%, significantly more than what had been expected at the beginning of the year. The Finnish Ministry of Finance forecasts GDP growth of 2.4% in 2018 and 1.9% in 2019. Unemployment is projected to decrease to 8.1% and real disposable income to rise by more than 2%, as inflation only accelerates slightly.
Tokmanni expects the Finnish retail market to grow slightly, but the competition to continue to be fierce, especially in groceries. The share of E-commerce is expected to grow in all product categories, especially in home electronics and clothing. Specialty stores are also expected to continue strengthening their positions.
Although the weak economic situation has accelerated the growth of the share of discount retail stores in the Finnish retail market, growth is expected to continue as the economy recovers. As customers have taken discount retailers as regular shopping places, have become accustomed to discount stores and found the value for money of their products to be good, they are likely to remain regular customers even when the economy recovers. The long-standing global trend which emphasizes good value-for-money, is expected to continue.
Tokmanni's expects good revenue growth for 2018 based on the revenue from new stores opened in 2017 and stores to be opened in 2018 and low single digit Like-for Like revenue growth. As of 2018 Tokmanni's online revenue will be included in the Group's Like-for-Like revenue. Group profitability (adjusted EBITDA%) is expected to improve from the previous year.
The parent company's distributable funds total 112,878,460.17 euros, which includes 24,265,300.88 euro in profit for the year. The Board of Directors proposes that a dividend of 0.41 euro per share, in total 24,136,188.32 euros be paid for the financial period ending December 31st 2017. The dividend will be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the record date 16 March 2018. The dividend payment date proposed by the Board is 23 March 2018. The Group's liquidity is good and the proposed profit distribution does not endanger Tokmanni's solvency.
Pursuant to Section 2 of the Finnish Accounting Act 3a large companies with an average number of employees over 500 employees during the financial year must include a report on the non-financial information in the Board of Directors' report. The report must include at least the information on how the company handles: 1) environmental issues; 2) social and personnel matters; 3) respect for human rights; 4) combating corruption and bribery.
The statement below describes Tokmanni's responsibility through the group's four responsibility themes. The environmental issues of the group are dealt with in the "Efficient use of resources" section, social and personnel matters and respect for human rights are discussed in the section on "Fair treatment" and "Responsible sourcing and products" and corruption and bribery in the "Business integrity" section
Responsibility issues are thoroughly dealt with in Tokmanni's Responsibility Report. The report has been prepared in accordance with the GRI standards.
Responsibility is part of the daily work of every member of Tokmanni's personnel. Tokmanni has a responsibility program that includes the objectives and measures of corporate responsibility. The group aims to minimize business risks, make use of the opportunities associated with this, and produce added value for stakeholders. The materiality analysis has allowed Tokmanni to identify the responsibility themes most relevant to its stakeholders and business. Tokmanni's material corporate responsibility themes are business integrity, fair treatment, responsible sourcing and products and efficient use of resources. Tokmanni has evaluated its risks associated with its operations and business relations from a responsibility point of view and strives to minimize them. From a responsibility angle, the biggest challenges of the group's business are responsible purchasing and reducing climate impacts throughout the value chain.
Tokmanni is Finland's largest discount retailer shop. Through the 175 store network Tokmanni serves its customers from Hanko to Rovaniemi. In addition, the group serves its customers through its online store. Tokmanni has competitive sourcing and is therefore able to offer its customers interesting products at low prices. Products are purchased from Finnish and foreign suppliers directly and through agents. Tokmanni has a joint venture sourcing group in Shanghai with Norwegian Europris AS.
The group's target is to grow profitably and profitability improvement drivers are the increase of direct imports and increase the share of private labels brands of sales, by among other things, opportunities the Shanghai's sourcing group brings. Tokmanni's products are delivered to stores from its logistics center, located in Mäntsälä. The group's head office is also located in Mäntsälä. Tokmanni employs some 3,200 people, of whom 86% work in stores, 6% in warehouse and 8% in support functions.
The ethical guidelines govern our operations
Responsibility towards customers, employees, investors and other stakeholders is a core principle in our business operations. We observe the relevant legislative requirements and the principles of good governance in everything we do.
The basis of corporate responsibility work at Tokmanni are the group's values and Code of Conduct, including the complementary principles, policies and instructions. Tokmanni's Code of Conduct and related principles have been approved by the Board of Directors. The policies and instructions have been approved by the Executive Group and the heads of department, respectively. The CEO is ultimately responsible
for Tokmanni's corporate responsibility matters. He reports these to the Board of Directors regularly. The Board of Directors deals with corporate responsibility matters if necessary, and the presentations and information produced by Tokmanni's responsibility experts serve as support for the decision making.
Our Code of Conduct includes among others the following the rules of the game: We treat everyone equally and without discrimination; We minimize accidents at work; We obey laws and regulations; We do not bribe; We protect sensitive business information and group assets; We respect privacy; We support fair competition; We minimize the environmental impact; We require responsible production of our products; Our communication is transparent and reliable.
| BUSINESS INTEGRITY | |||||
|---|---|---|---|---|---|
| Targets 2017 | Level | Targets 2018 | |||
| The group's Code of Conduct is trained to Tokmanni employees. |
Achieved | The group's Code of Conduct is trained to Tokmanni employees. All employees to renew the training in 2018. |
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| All messages sent to Tokmanni's grievance channel are managed properly. |
Achieved | All messages sent to Tokmanni's grievance channel are managed properly. |
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| Tokmanni has no cases of corruption. | Achieved | Tokmanni has no cases of corruption | |||
| Tokmanni has no privacy violations. | Achieved | Tokmanni has no privacy violations. |
Tokmanni generates enterprise value by engaging in responsible operations, utilizing the diversity of its personnel and enhancing their expertise. An open and fair corporate culture that respects all personnel is essential for conducting successful and sustainable business activities. With fair and effective personnel management Tokmanni is able to reduce its business risks, exploit business opportunities, increase its enterprise value and generate added value for its stakeholders. The group continuously monitors the standard of supervision, the implementation of good management practices and the quality of working atmosphere and equal treatment.
Tokmanni's aim is a diverse work community in which equal treatment is ensured for everyone from the recruitment phase onwards. Tokmanni aims to ensure diversity and equal treatment in all tasks and remuneration, and to guarantee non-discrimination in all of the group's workplaces. The group has established procedures for handling cases of inappropriate treatment and for preventing such occurrences. The guidelines state that intervention must be made immediately in cases of inappropriate treatment.
Tokmanni's aims to have motivated and committed personnel who value the customer, their colleagues, their own work, their employer and contribute responsibly to the group's performance. Tokmanni focuses on the systematic development of the expertise of its personnel. The objective is to ensure the personnel's skills and the group's competitiveness. Development opportunities and training are offered to the entire personnel. Tokmanni's in-house experts participate in the training development and improving personnel skills in collaboration with external training partners.
Tokmanni is successful when its healthy and satisfied personnel conduct their work tasks safely. The purpose of working capacity management is to ensure the health, working capacity and safety of personnel. The goal of Tokmanni's working capacity management is to anticipate the occupational health risks of personnel, improve job satisfaction and lengthen careers.
Tokmanni tracks employee satisfaction. The focus of the monitoring is on the development of equality, working atmosphere, supervisory and fair management development. Annual development areas are selected by organization, and they are regularly monitored.
At the end of 2017, Tokmanni had 3 255 employees, which is 31 more than at the end of 2016. Opening new stores was the main reason for the growth in the number of people. The average number of employees in Tokmanni in 2017 was 3 232 people. The number of employees reported also includes employees with absentee status (eg maternity, paternity, parental, care, study, and vacancy). The average number of absentees was 183 in the same period.
| Targets 2017 | Level | Targets 2018 |
|---|---|---|
| Tokmanni has an equality and diversity programme to monitor the development of a diverse work community. The programme ensures that personnel are treated equally and respectfully throughout their employment. |
Partially achieved | Personnel involvement in business development continues. New values and management principles have been created and implemented throughout the organization. |
| All employees receive the appropriate induction to their work and they are all ensured the coaching or training required for their duties. |
Partially achieved | Safety observations are made and reported more actively and the working environment becomes safer and healthier. Inclusion of staff |
| Tokmanni looks after the occupational wellbeing of its employees with coaching-based supervisory work and working capacity management based on common procedures.The aim is for work to be carried out safely at the workplace and to ensure that personnel are healthy when they reach retirement age. |
Achieved | Personnel related operational KPIs are renewed and knowledge management improved. |
Responsibility is a key element of Tokmanni's sourcing process. The process is supported by Tokmanni's principles and guidelines for responsible sourcing. As a member of the amfori Business Social Compliance Initiative (amfori BSCI), Tokmanni is committed to complying with the amfori BSCI's Code of Conduct. Tokmanni also requires its supplier factories to be committed to operating in accordance with the amfori BSCI Code of Conduct, and these suppliers must also demand the same from their own suppliers and producers.
The supervision of responsibility of sourcing focuses in particular on risk countries, which according to the World Bank's classification have the greatest risk of labour and human rights violations. The primary focus is on suppliers within Tokmanni's more immediate sphere of influence, i.e. private label and exclusive distribution product suppliers. Tokmanni requires factories manufacturing these products in risk countries to be audited in accordance with amfori BSCI or SA8000. Sourcing agreements with the factories of brand suppliers must also contain a commitment stating that production accords with the requirements of amfori BSCI. The assessment of responsibility already begins at the supplier tendering stage, as responsibility issues are taken into account in the competitive bidding. The responsibility of Tokmanni's sourcing is monitored and developed with amfori BSCI audits and Tokmanni's own audits. Tokmanni also accepts SA8000 auditing. In 2017, 102 own audits were carried out.
Responsible sourcing ensures the fundamental rights of employees. Human rights are the starting point for Tokmanni's responsibility work and its operations accord with the provisions of the UN's International Bill of Human Rights, the International Labor Organization's Declaration on Fundamental Principles and Rights at Work, and the UN Global Compact.
The UN Guiding Principles on Business and Human Rights guide Tokmanni in respecting human rights. In line with the due diligence principle, Tokmanni has evaluated the effects of its operations on human rights, monitors these effects, and takes if necessary corrective measures and communicates them as far as possible within its degree of participation, possibility and power of influence. Tokmanni has published its Human rights principles and a summary of its Human rights report 2016 on its website. Based on the evaluation, the salient potential human rights impacts in Tokmanni's operations relates to health and safety, safety of buildings, excessive overtime, lack of living wage, child labor and forced labor. The negative impacts identified can impact upon a range of human rights, including the right to work, the right to health, the right to life and the right to a family life. Several important human rights implications in the risk countries would be good professional organization and collective bargaining. They are a channel for, for example, to ensuring sufficient pay and reasonable working hours.
The most important measures for eliminating or mitigating human rights impact in Tokmanni's own operations are improving occupational health and safety, improving the safety of business travel and increasing flexibility of work.
Human rights impacts are constantly monitored, for example, through audits and communication with suppliers, and negative impacts are dealt with.
Product safety is one of Tokmanni's main responsibility themes. Tokmanni aims to ensure that the products it sells are safe to use. The group ensures product safety, responsibility and duty of care by conducting self-supervision, visiting suppliers and by carrying out product testing itself or commissioning this from third parties.
The aim in 2017 has been to improve the product safety and product and quality of experience of private label products, licensed products and products imported by the group. The indicator used in this assessment is the number of instances of non-compliance for these product categories. The number of non-compliances in 2017 was 15. Most of the cases were due to the quality of the product in use deviating from the product specification. The number of cases decreased by 44 per cent compared with the previous year.
| Targets 2017 | Level 2017 | Targets 2018 |
|---|---|---|
| Over 95% of purchases come from factories that have joined the amfori BSCI initiative. |
Achieved | Tokmanni has piloted it grievance mechanism for the reporting of breaches of human rights violations in the supply chain. |
| No serious human rights violations have been found in Tokmanni's supply chain. |
Partially achieved | Tokmanni has confirmed more than 25% of BSCI auditing results in 2018 from active risk country factories through own factory visits. |
| No serious faults/accidents related to products sold by Tokmanni have been found. |
Partially achieved | No serious faults/accidents related to products sold by Tokmanni have been found. |
Tokmanni's most significant environmental issues are energy consumption and related emissions as well as waste and waste handling. Tokmanni implements a range of measures that aim to achieve more resource-efficient business. The group is constantly examining new opportunities to make use of alternative energy forms and energy-saving equipment, and it is working towards a more environmentally sound logistics system. The group also continuously monitors the amount of waste generated at its warehouse and in its stores, and is actively improving its waste recycling.
Mitigation of climate change and reduction of climate impacts are among the most important areas of corporate responsibility at Tokmanni. The main focus of Tokmanni's climate strategy is to reduce the energy consumption and carbon dioxide emissions of its properties. The target is to achieve carbon neutrality regarding its properties, air travel and leasing cars by 2030.
The majority of the climate impacts during the lifecycle of Tokmanni's products arise during the manufacturing and use of the products. The group has limited opportunities to affect these impacts and their measurement is challenging. This is also partly the case for transport.
During the next year, Tokmanni's climate strategy will focus on reducing energy consumption and carbon dioxide emissions in real estate. The target is achieved by reducing energy consumption, improving energy efficiency, using renewable energy, obtaining renewable energy certificates and compensating for air travel emissions.
Despite its growth and the expansion of its store network, Tokmanni is aiming to keep the greenhouse gas emissions from transport at the 2015 level in relation to net sales. Tokmanni strives to concentrate its transport needs with longterm contractors and, with these partners, looks for ways to reduce carbon dioxide emissions and other environmental impacts from transport.
Tokmanni seeks to minimize the amount of waste transferred to landfills by reducing waste, reusing and recycling. Excellent results have been achieved in waste recovery. In 2017 Tokmanni recycled more than 60 percent of its waste. The rest of the waste was directed to waste recovery, to energy among others. The goal is to raise the recycling rate to 70% in 2018.
| Targets 2017 | Level 2017 | Targets 2018 |
|---|---|---|
| Reduction of properties' location based carbon dioxide emissions (Scope 1 and 2) by eight per cent. |
Achieved | Reduction of properties' location based carbon dioxide emissions (Scope 1 and 2) by five per cent. |
| Greenhouse gas emissions from transport at 2015 level in relation to revenue. |
Partially achieved | Greenhouse gas emissions from transport at 2015 level in relation to revenue. |
| Increasing the waste recovery rate to 100 per cent. | Achieved | Keeping recycling rate at 34 per cent and increasing reuse to 62 per cent |
| Key figures | 1-12/2017 | 1-12/2016 | 1-12/2015 |
|---|---|---|---|
| Revenue, MEUR | 796.5 | 775.8 | 755.3 |
| Like-for-like revenue development, % | -1.3 | -0.1 | -0.6 |
| Number of baskets, M | 46.4 | 44.7 | 43.3 |
| Gross profit, MEUR | 267.1 | 268.4 | 257.5 |
| Gross margin, % | 33.5 | 34.6 | 34.1 |
| Comparable gross profit, MEUR | 268.1 | 267.9 | 258.1 |
| Comparable gross margin, % | 33.7 | 34.5 | 34.2 |
| Operating expenses | -217.8 | -207.4 | -207.7 |
| Comparable operating expenses | -217.0 | -208.5 | -203.7 |
| EBITDA, MEUR | 53.1 | 64.3 | 53.9 |
| EBITDA, % | 6.7 | 8.3 | 7.1 |
| Comparable EBITDA, MEUR | 55.0 | 62.8 | 58.5 |
| Comparable EBITDA, % | 6.9 | 8.1 | 7.7 |
| Operating profit (EBIT), MEUR | 38.8 | 49.2 | 39.1 |
| Operating profit margin EBIT, % | 4.9 | 6.3 | 5.2 |
| Comparable EBIT, MEUR | 40.6 | 47.7 | 43.7 |
| Comparable EBIT, % | 5.1 | 6.1 | 5.8 |
| Net financial items, MEUR | -5.8 | -15.2 | -20.9 |
| Net capital expenditure, MEUR | 8.1 | 9.8 | 9.0 |
| Net debt / adjusted EBITDA ** | 2.4 | 1.8 | 2.7 |
| Net cash from operating activities, MEUR | 27.1 | 62.5 | 35.0 |
| Return on capital employed, % | 11.4 | 14.5 | 11.6 |
| Return on equity, % | 16.0 | 18.1 | 12.0 |
| Personnel at the end of the period | 3 255 | 3 224 | 3 293 |
| Personnel on average in the period | 3 232 | 3 209 | 3 193 |
* The amount of shares 2015 and 2016 has been adjusted with the effects of the bonus issue ('share split') carried out 04/2016.
| Per-share data | 2017 | 2016 | 2015 |
|---|---|---|---|
| Earnings per share (EUR/share)* | 0.45 | 0.50 | 0.33 |
| Dividend per share | 0.41 ** | 0.51 | - |
| Equity per share /** | 2.77 | 3.08 | 3.02 |
| Share price at 31 December | 7.25 | 8.50 | - |
| Highest price during the period | 11.13 | 9.88 | - |
| Lowest price during the period | 6.66 | 6.26 | - |
| Average price during the period | 8.17 | 7.62 | - |
| Share turnover (thousands) | 63 315 | 51 668 | - |
| Share turnover, % | 107.6 | 87.77 | - |
| Market capitalization at 31 December (MEUR) | 426.8 | 500.38 | - |
| Number of shares at 31 December (thousands) | 58 869 | 58 869 | 22 274 |
| Number of shares, weighted average during the financial |
period (thousands)* 58 869 54 095 44 549 * The amount of shares 2016 and 2015 has been adjusted with the effects of the bonus issue ('share split') carried out 04/2016.
** Proposal by the Board of Directors to the Annual General Meeting
*** Including shareholder loans in 2015
Tokmanni presents APMs because management uses APM to manage the underlying business performance and to enhance comparability, The items affecting comparability and APMs used by Tokmanni are defined below:
| MEUR | 1-12/2017 | 1-12/2016 | 1-12/2015 |
|---|---|---|---|
| Gross profit | 267.1 | 268.4 | 257.5 |
| Changes in fair value of currency derivatives | 1.0 | -0.5 | 0.6 |
| Comparable Gross Profit | 268.1 | 267.9 | 258.1 |
| Operating expenses | -217.8 | -207.4 | -207.7 |
| Changes in fair value of electricity derivatives | -0.4 | -1.1 | 0.3 |
| Brand harmonization costs | - | - | 3.5 |
| Loss on real estate sales | 1.2 | - | - |
| IPO costs | - | - | 0.2 |
| Comparable operating expenses | -217.0 | -208.5 | -203.7 |
| EBITDA | 53.1 | 64.3 | 53.9 |
| Operating profit (EBIT) | 38.8 | 49.2 | 39.1 |
| Changes in fair value of currency derivatives | 1.0 | -0.5 | 0.6 |
| Changes in fair value of electricity derivatives | -0.4 | -1.1 | 0.3 |
| Loss on real estate sales | 1.2 | - | - |
| Comparable EBITDA | 55.0 | 62.8 | 58.5 |
| Comparable operating profit (adj. EBIT) | 40.6 | 47.7 | 43.7 |
| Like-for-like revenue | = | Like-for like revenue growth: Like-for-like revenue growth is calculated by taking into account the revenue growth of stores that are not considered to be net new and relocated stores, as defined by Tokmanni to include: (i) new stores opened; (ii) store relocations where the store size changes by 30 percent or more and the assortment increases or is reduced substantially; (iii) store expansions where the store size changes by 30 percent or more; and (iv) closed stores. If the store falls in one of these categories, it is regarded as a net new or relocated store in its opening year and in the following calendar year. |
|---|---|---|
| Number of baskets | = | Number of customer transactions during the relevant period |
| Gross profit | = | Revenue - Materials and services |
| Adjusted gross profit | = | Gross profit - Changes in fair value of currency derivatives |
| Operating expenses | = | Employee benefits expenses + Other operating expenses |
| Adjusted operating expenses | = | Operating expenses - (Changes in fair value of electricity derivatives + Loss on real estate in 2017) |
| EBITDA | = | Operating profit + Depreciation |
| Adjusted EBITDA | = | EBITDA - (Changes in fair value of currency derivatives + Changes in fair value of electricity derivatives + Loss on real estate in 2017) |
| Adjusted EBIT | = | EBIT - (Changes in fair value of currency derivatives + Changes in fair value of electricity derivatives + Loss on real estate in 2017) |
| Net financial items | = | Financial income - Financial expenses |
| Net debt | = | Interest bearing debt - Cash and cash equivalents |
|---|---|---|
| Net debt / adjusted EBITDA | = | Net debt |
| Adjusted EBITDA | ||
| Net cash from operating activities |
= | Sum of changes in current non-interest bearing operating receivables, changes in inventories and changes in current non-interest bearing operating liabilities |
| Capital employed | = | Balance sheet total - Deferred tax liability and other non-interest-bearing liabilities |
| Return on capital employed, % | = | Profit before taxes + Interest and other financial expenses |
| Average capital employed | ||
| Return on equity, % | = | Net result for the financial period |
| Average equity | ||
| Number of personnel | = | Number of personnel at the end of the period |
| Number of personnel on average |
= | Number of personnel on average in the financial period |
| Equity ratio | = | Equity |
| Balance sheet total |
| Earnings Per Share | = | Net profit |
|---|---|---|
| Number of shares weighted average during the financial period | ||
| Equity per share | = | Equity |
| Number of shares at the end of the reporting period | ||
| Average price during the period | = | Share turnover in euro terms divided by the number of shares traded during the period |
| Share turnover | = | Number of shares traded during the period |
| Market capitalization at 31 December |
= | Number of shares x share price on the balance sheet date |
| Number of shares at 31 December |
= | Number of shares on the balance sheet date |
Tokmanni Group Oy had 22,274,436 shares at the beginning of 2016. The Group issued a bonus issue (a share split) in April 2016 where one new share was given to shareholders for each share (1:1). In total 22,274,436 shares were issued. In the IPO Tokmanni issued 14,319,880 new shares and consequently, Tokmanni had 58,868,752 shares at the end of the 2016 financial period. There were no changes in the amount of shares during the financial period 2017.
Tokmanni has one share series and all shares carry equal voting rights at the general meeting. The share has no nominal value. Tokmanni does not hold any of its own shares.
| 2017 | |
|---|---|
| Turnover, EUR | 520 767 219 |
| Volume | 63 315 286 |
| High | 11.13 |
| Low | 6.66 |
| WVAP | 8.17 |
| Last | 7.25 |
| Market cap 31.12.2017 | 426 798 452 |
| Number of shares | Shareholders | Shares | Votes | ||||
|---|---|---|---|---|---|---|---|
| Number | % | Number | % | Number | % | ||
| 1-100 | 4 314 | 30.11 | 242 731 | 0.41 | 242 731 | 0.41 | |
| 101-500 | 5 936 | 41.42 | 1 654 017 | 2.81 | 1 654 017 | 2.81 | |
| 501-1000 | 2 173 | 15.16 | 1 707 081 | 2.90 | 1 707 081 | 2.90 | |
| 1001-5000 | 1 611 | 11.24 | 3 386 086 | 5.75 | 3 386 086 | 5.75 | |
| 5001-10000 | 138 | 0.96 | 1 006 474 | 1.71 | 1 006 474 | 1.71 | |
| 10001-50000 | 99 | 0.69 | 2 162 935 | 3.67 | 2 162 935 | 3.67 | |
| 50001-100000 | 22 | 0.15 | 1 644 297 | 2.79 | 1 644 297 | 2.79 | |
| 100001-500000 | 15 | 0.11 | 4 169 450 | 7.08 | 4 169 450 | 7.08 | |
| 500001-999999999 | 21 | 0.15 | 42 895 681 | 72.86 | 42 895 681 | 72.86 | |
| Total | 14 329 | 100.00 | 58 868 752 | 100.00 | 58 868 752 | 100.00 | |
| Out of which nominee registered | 908 243 | 1.54 | 908 243 | 1.54 |
| Nr of | ||||
|---|---|---|---|---|
| Group | Shareholders | % | Nr of Shares | % |
| Private Corporations | 678 | 4.77 | 14 363 292 | 24.40 |
| Banks amd insurance | ||||
| companies | 40 | 0.28 | 21 417 976 | 36.38 |
| Public sector entities | 13 | 0.09 | 12 399 852 | 21.06 |
| Households | 13 444 | 94.64 | 8 864 332 | 15.06 |
| Outside Finland | 31 | 0.22 | 915 057 | 1.55 |
| Out of which nominee registered | 908 243 | 1.54 | ||
| Total | 14 206 | 100.00 | 58 868 752 | 100.00 |
| Shareholders | Shares | % of shares | |
|---|---|---|---|
| 1 | Rockers Tukku Oy | 10 007 688 | 17.00 |
| 2 | Elo Pension Company | 4 750 000 | 8.07 |
| 3 | Varma Mutual Pension Insurance Company | 4 343 252 | 7.38 |
| 4 | Nordea Pro Finland Fund | 2 670 267 | 4.54 |
| 5 | OP-Finland Value Fund | 1 870 606 | 3.18 |
| 6 | Nordea Nordic Small Cap Fund | 1 442 137 | 2.45 |
| 7 | Ilmarinen Mutual Pension Insurance Company | 915 000 | 1.55 |
| 8 | Fondita Nordic Small Cap Investment Fund | 880 000 | 1.49 |
| 9 | OP-Finland Small Firms Fund | 802 936 | 1.36 |
| 10 | Veritas Pension Insurance Company Ltd. | 766 333 | 1.30 |
| 11 | Nordea Fennia Fund | 709 240 | 1.20 |
| 12 | Ålandsbanken Premium 100 | 700 000 | 1.19 |
| 13 | Säästöpankki Kotimaa | 676 527 | 1.15 |
| 14 | Etera Mutual Pension Insurance Company | 675 000 | 1.15 |
| 15 | Säästöpankki Pienyhtiöt | 629 474 | 1.07 |
| 16 | Säästöpankki Korko Plus-Sijoitusrahasto | 607 641 | 1.03 |
| 17 | Savings Bank Europe Fund | 550 000 | 0.93 |
| 18 | Evli Finnish Small Cap Fund | 527 892 | 0.90 |
| 19 | OP Life Assurance Company Ltd | 517 360 | 0.88 |
| 20 | Mandatum Life Unit-Linked | 477 362 | 0.81 |
| Consolidated income statement MEUR |
Note | 1 Jan - 31 Dec 2017 |
1 Jan - 31 Dec 2016 |
|---|---|---|---|
| Revenue | 796.5 | 775.8 | |
| Other operating income | 3 | 3.9 | 3.4 |
| Materials and services | -529.4 | -507.4 | |
| Employee benefits expenses | 6, 25 | -97.9 | -96.4 |
| Depreciation | 5 | -14.3 | -15.1 |
| Other operating expenses | 4 | -119.9 | -111.1 |
| Share of profit (loss) in joint ventures | 0.0 | 0.0 | |
| OPERATING PROFIT | 38.8 | 49.2 | |
| Financial income | 7 | 0.0 | 0.1 |
| Financial expenses | 7 | -5.9 | -15.3 |
| PROFIT/LOSS BEFORE TAX | 32.9 | 34.0 | |
| Income taxes | 8, 13 | -6.6 | -6.8 |
| Net result for the financial period | 26.3 | 27.2 | |
| Profit for the year attributable to | |||
| Equity holders of the parent company | 26.3 | 27.2 | |
| Consolidated statement of comprehensive income |
|||
| Net result for the financial period | 26.3 | 27.2 | |
| Other comprehensive income | |||
| Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations |
0.0 | 0.0 | |
| Comprehensive income for the financial period, net of tax | 0.0 | 0.0 | |
| Comprehensive income for the financial period | 26.3 | 27.2 | |
| Comprehensive income for the financial period attributable to Equity holders of the parent company |
26.3 | 27.2 | |
| Earnings per share Equity holders of the parent company |
2017 26.3 |
2016 27.2 |
|
| Number of shares, weighted avarage during the financial period | |||
| (thousands) Undiluted earnings per share (EUR/share) |
58 869 0.45 |
54 095 0.50 |
|
* The amount of shares 2016 has been adjusted with the effects of the bonus issue ('share split') carried out 04/2016.
| Consolidated statement of financial position MEUR |
Note | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|---|
| ASSETS | |||
| NON-CURRENT ASSETS | |||
| Property, plant and equipment Goodwill Other intangible assets Non-current receivables Investments in joint ventures and other financial assets Deferred tax asset NON-CURRENT ASSETS, TOTAL |
9 10 10 12, 18 11 13 |
88.6 128.6 4.8 0.2 0.2 5.1 227.5 |
90.7 128.6 3.6 0.1 0.2 5.0 228.1 |
| CURRENT ASSETS Inventories Trade and other receivables Income tax receivables Cash and cash equivalents CURRENT ASSETS, TOTAL ASSETS, TOTAL |
14 15, 18 16 |
170.2 18.4 3.8 42.5 235.0 462.5 |
155.2 17.0 0.7 57.6 230.5 458.6 |
| EQUITY AND LIABILITIES | |||
| Equity attributable to the equity holders of the parent company Share capital Reserve for invested unrestricted equity Translation differences Retained earnings EQUITY, TOTAL |
17 17 |
0.1 109.9 0.0 52.9 162.8 |
0.1 110.0 0.0 56.5 166.6 |
| NON-CURRENT LIABILITIES Deferred tax liabilities Non-current interest-bearing liabilities Non-current non-interest-bearing liabilities NON-CURRENT LIABILITIES, TOTAL |
13 18, 19, 22 18, 21, 22 |
5.1 173.0 7.4 185.4 |
5.3 170.3 8.1 183.6 |
| CURRENT LIABILITIES Current interest-bearing liabilities Trade payables and other current liabilities Income tax liabilities CURRENT LIABILITIES, TOTAL |
18, 19, 22 18, 21, 22 21 |
3.6 107.3 3.3 114.2 |
3.2 103.5 1.7 108.4 |
EQUITY AND LIABILITIES, TOTAL 462.5 458.6
| Consolidated statement of cash flows MEUR |
Note | 1 Jan - 31 Dec 2017 |
1 Jan - 31 Dec 2016 |
|---|---|---|---|
| Cash flows from operating activities Net result for the financial period Adjustments: |
26.3 | 27.2 | |
| Depreciation | 5 | 14.3 | 15.1 |
| Capital gains and losses on non-current assets | 1.3 | 0.0 | |
| Financial income and expenses | 7 | 5.8 | 15.2 |
| Income taxes | 8 | 6.6 | 6.8 |
| Other adjustments | -0.2 | -1.9 | |
| Change in working capital: | |||
| Change in current non-interest-bearing receivables | -2.4 | -2.4 | |
| Change in inventories | -14.7 | 4.7 | |
| Change in current non-interest-bearing liabilities | 3.8 | 13.1 | |
| Interest paid | -5.3 | -11.2 | |
| Other financing items | -0.2 | -0.1 | |
| Income taxes paid | -8.3 | -4.0 | |
| Net cash from operating activities | 27.1 | 62.5 | |
| Cash flows from investing activities | |||
| Purchases of tangible and intangible assets | -11.7 | -10.0 | |
| Proceeds from disposal of tangible and intangible assets | 0.8 | 0.2 | |
| Disposal of subsidiaries | 0.1 | 0.0 | |
| Loans granted | -0.3 | 0.0 | |
| Proceeds from repayments of loans | 2.9 | 0.0 | |
| Net cash from investing activities | -8.1 | -9.8 | |
| Cash flows from financing activities | |||
| Proceeds from share issue | -0.1 | 90.1 | |
| Dividends paid | -30.0 | 0.0 | |
| Repayments of finance lease liabilities | -3.6 | -3.4 | |
| Proceeds from loans | 0.0 | 125.0 | |
| Repayment of loans | 0.0 | -255.8 | |
| Net cash from financing activities | -33.7 | -44.1 | |
| Net change in cash and cash equivalents | -14.7 | 8.7 | |
| Cash and cash equivalents at beginning of the financial period | 57.6 | 48.9 | |
| Cash and cash equivalents, corporate arrangements | -0.3 | 0.0 | |
| Cash and cash equivalents at end of the financial period | 42.5 | 57.6 |
| MEUR | Note | Share capital |
Reserve for invested unrestricted equity |
Translation differences |
Retained earnings |
Equity attributable to owners of the parent |
Total equity |
|---|---|---|---|---|---|---|---|
| Equity 1 Jan 2017 | 0.1 | 110.0 | 0.0 | 56.5 | 166.6 | 166.6 | |
| Comprehensive income Net result for the financial period |
26.3 | 26.3 | 26.3 | ||||
| Translation differences | 0.0 | 0.0 | 0.0 | ||||
| Total comprehensive income for the financial |
|||||||
| period | 0.0 | 26.3 | 26.3 | 26.3 | |||
| Dividends | -30.0 | -30.0 | -30.0 | ||||
| Share issue | 0.0 | 0.0 | 0.0 | ||||
| Bonus issue | 0.0 | 0.0 | 0.0 | ||||
| Incentive scheme Costs directly attributable to the issue of new shares net of tax |
-0.1 | 0.0 | 0.0 -0.1 |
0.0 -0.1 |
|||
| Equity 31 Dec 2017 | 0.1 | 109.9 | 0.0 | 52.9 | 162.8 | 162.8 |
| Note | Share capital |
Reserve for invested unrestricted equity |
Translation differences |
Retained earnings |
Equity attributable to owners of the parent |
Total equity | |
|---|---|---|---|---|---|---|---|
| MEUR | |||||||
| Equity 1 Jan 2016 | 0.0 | 18.8 | 0.0 | 29.3 | 48.1 | 48.1 | |
| Comprehensive income Net result for the financial period |
27.2 | 27.2 | 27.2 | ||||
| Translation differences | 0.0 | 0.0 | 0.0 | ||||
| Total comprehensive income for the financial |
|||||||
| period | 0.0 | 27.2 | 27.2 | 27.2 | |||
| Share issue | 95.9 | 95.9 | 95.9 | ||||
| Bonus issue Costs directly attributable to the issue of new shares net of tax |
0.1 | -0.1 -4.6 |
0.0 -4.6 |
0.0 -4.6 |
|||
| Equity 31 Dec 2016 | 0.1 | 110.0 | 0.0 | 56.5 | 166.6 | 166.6 |
Tokmanni Group Corporation (Finnish limited liability company, business ID 2483212-7) is the parent company of the Tokmanni Group. The shares of the parent company are listed on the Nasdaq Helsinki exchange. Share trading started on the pre-list on 29 April 2016 and on the main list 3 May 2016.
The principal line of business of Tokmanni Group Corporation is to sell administrative services to the other companies in the Group. These companies include Retail Leasing Oy, whose line of business is to own and lease property, plant and equipment to the other Group companies. Retail Leasing Oy is also the parent of Nordic Disco AB (Sweden) which, in turn, is the parent of Tokmanni Oy. Tokmanni Oy engages in wholesale, retail and speciality goods trade in collaboration with its subsidiary, Tarjousmaxi Oy. Tarjousmaxi Oy was merged with its parent company on August 31, 2017. Taitomanni Oy is a company owned by Tokmanni Oy, whose business is to provide Group companies with personnel rental and support services in the retail sector. The Group also includes Retail Property Investment Ltd, which carries out a real estate business by investing in own real estate companies that build store premises for Group company use. During the financial year Retail Property Investment Oy sold its real estate company, Kiinteistö Oy Tokmanni Närpiö, owned by the company during the financial year.
Tokmanni Group Corporation is domiciled in Helsinki and its registered address is Isolammintie 1, 04600 Mäntsälä. Copies of the parent company financial statements and the consolidated financial statements are available at the Group's head office at Isolammintie 1, 04600 Mäntsälä and on the company website www.tokmanni.fi. At its meeting of 16 February 2018, the Board of Directors of Tokmanni Group Corporation approved the financial statements for publication. Under the Finnish Limited Liability Companies Act, the shareholders may either adopt or reject the financial statements at the Annual General Meeting held after their publication. In addition, the AGM may also decide to amend the financial statements.
These financial statements are compiled in accordance with the International Financial Reporting Standards (IFRS) and in particular with the IAS and IFRS standards and SIC and IFRIC interpretations in force on 31 December 2017. The term "International Financial Reporting Standards" refers to the standards adopted in the Finnish Accounting Act and provisions issued under it in accordance with the procedure under Regulation (EC) No 1606/2002 of the European Parliament and of the Council on the application of international accounting standards in the EU. The notes to the consolidated financial statements also comply with Finnish accounting and company legislation that complements the IFRS provisions.
Unless otherwise specified in the present accounting policies, the information in the financial statements is based on historical cost. The consolidated financial statements are presented in euro which is the operating and reporting currency of the Group's parent company. The information is given in millions of euro unless otherwise mentioned.
The preparation of the financial statements in accordance with the IFRS requires Group management makes judgements regarding the selection and application of accounting policies and, estimates and assumptions that may affect the measurement of the reported assets and liabilities, contingent assets and liabilities and the recognition of income and expenses. Information on major issues requiring judgement are presented in "Accounting policies requiring management judgment and key uncertainties related to estimates".
The consolidated financial statements include not only the parent company, Tokmanni Group Corporation, but also the subsidiaries controlled by the Group. Control is deemed to arise when the Group, while being involved with the entity, becomes exposed to the entity's variable returns or is entitled to such variable returns and the Group is able to affect those returns by exercising its power over the entity. In practice, control normally arises when the Group owns over half of the voting rights in the subsidiary. The acquired subsidiaries have been consolidated in the consolidated financial statements from the date at which the Group acquires control, until the moment at which this control expires.
All internal transactions, receivables and liabilities, unrealised profits and internal distribution of profit are eliminated at the preparation of the consolidated financial statements. Unrealised losses are not eliminated if the loss is caused by impairment of an asset.
Mutual share ownership within the Group is eliminated using the acquisition method. Considerations transferred and the identifiable assets as well as liabilities assumed of the acquiree are valued at their fair value of the date of acquisition. Acquisition-related costs are recognised as expenses, excluding the expenses incurred for the issuance of debt or equity securities. The consideration transferred does not include transactions treated separately from the acquisition, and the impact of such transactions is recognised in profit or loss at acquisition. On 31 December 2017 or on 31 December 2016, there were no non-controlling interests within the Group. The way to recognise the goodwill generated through subsidiary acquisitions and business acquisitions is described later in the policies under "Goodwill".
The Group also includes a joint arrangement operating in Hong Kong, classified as a joint venture (Tokmanni – Europris Sourcing Ltd.). A joint arrangement is one where two or several parties exercise joint control. Joint control means contractually agreed sharing of control over the arrangement, and it prevails only if decisions about relevant activities require unanimous consent of the parties sharing the control. A joint arrangement is either a joint operation or a joint venture. In a joint operation, the Group has rights based on the assets and obligations based on the liabilities in the arrangement, while a joint venture is an arrangement where the Group has rights to the net assets of the arrangement.
A joint venture is consolidated using the equity method. If the Group's share of the losses from the joint venture exceeds the carrying amount of the investment, it will be recognised in the statement of financial position at zero, while the losses in excess of the carrying amount are not consolidated unless the Group is committed to meeting the obligations of the joint venture. The Group's share of the net profit for the financial period of the joint venture, proportional to its ownership interest, is disclosed prior to the operating profit.
Transactions in foreign currencies are converted into the functional currency using the exchange rate of the transaction date. Gains and losses resulting from the translation of foreign currency transactions and items are recognised in profit or loss, disclosed after the operating profit in financial income and expenses. The following items included in the purchase costs of the financial period constitute an exception:
The income and expenses in the statement of comprehensive income and the separate income statement of a foreign subsidiary are translated into euro at the exchange rates of the transaction dates, while the statement of financial position is translated using the closing rates of the reporting period. The translation of the net profit for the financial period and of the comprehensive income by using different rates in the income statement / statement of comprehensive income on the one hand and in the statement of financial position on the other hand, gives rise to a translation difference recognised in equity, with the respective changes recognised under other comprehensive income. The translation differences arising from the elimination of the acquisition cost of a foreign subsidiary and the post-acquisition equity items are recognised under other comprehensive income. When a subsidiary is disposed of, either in full or in part, the cumulative translation differences are recognised in profit or loss as a part of capital gains or losses.
Translation differences arising prior to 1 January 2013, the Group's date of transition to IFRSs, are recognised in line
with the respective relief under IFRS 1 in retained earnings at the adoption of IFRS. Later, these items will not be recognised in profit or loss if a subsidiary is disposed of. Starting from the transition date, the translation differences arising at the preparation of the consolidated financial statements are disclosed as a separate item in equity.
Property, plant and equipment include land areas, buildings and refurbishment expenses related to them, as well as machinery and equipment. In the statement of financial position, property, plant and equipment are measured at cost less accumulated depreciation and eventual impairment losses.
Assets, with the exception of land, are depreciated over their useful lives using the straight-line depreciation method, while land is not subject to depreciation. Depreciation commences when the asset is ready for use and functioning in the way expected by Management. When an item in property, plant and equipment is classified as one held for sale in line with IFRS 5 Non-current assets held for sale and discontinued operations, depreciation is no longer recorded.
The estimated useful lives are as follows:
| Buildings and constructions | 15 | years |
|---|---|---|
| Machinery and equipment | 5 | years |
The capital gains and losses from retirements and disposals of property, plant and equipment are recognised in profit or loss and disclosed in other operating income or expenses. Capital gain or loss is defined as the difference between the sales price and the residual acquisition cost. The normal repair, service and maintenance expenses of property, plant and equipment are recognised as expenses in the income statement during the period in which they are incurred.
The residual value, useful life and depreciation method of an asset item are re-examined at least at the end of each financial period and adjusted, if necessary, to reflect the changes in the expected economic benefits.
The goodwill generated from business combinations is recognised as the excess of the aggregate of the consideration transferred, the non-controlling interests in the acquiree and any previous interest held, over the fair value of the acquired net assets. The goodwill generated from business combinations prior to 1 January 2013 corresponds to the carrying amount under the earlier FAS, used as the deemed cost under the IFRS standard 1.
Goodwill is not subject to amortisation, but is tested for impairment on an annual basis and also whenever there is an indication of impairment. Goodwill is recognised at deemed cost defined at the IFRS transition less impairment.
Intangible assets are recognised in the statement of financial position at their cost, on condition that the cost can be determined reliably and it is probable that the Group will receive the expected economic benefits from the asset. The other intangible assets of the Group are mainly IT software and licenses. They are recognised at acquisition cost less amortisation and impairment losses. The cost is the purchase price and all other expenses directly incurred for making the asset available for its intended use.
Intangible assets with definite useful lives will be amortised using the straight-line method over their known or estimated useful lives. Intangible assets with a fixed timeframe are amortised and recognised as expenses over the respective contract period. Once the intangible asset is classified as held-for-sale, amortisation is no longer recorded. The amortisation period for other intangible assets is five years on average.
The estimated useful lives and residual values are reviewed at least at the end of each financial period, and, if they differ significantly from earlier estimates, the amortisation periods are adjusted correspondingly.
Inventories are valued at the lower of cost or net realisable value. Cost is defined using the weighted average method. The cost of finished goods includes all costs of purchase, including direct transportation and handling costs and other costs. The net realisable value is the estimated sales price obtainable through normal business, less the estimated product expenses and the estimated indispensable expenses related to materialised sales.
The Group engages in considerable intra-Group lease operations related to property, plant, equipment and intangible assets, the respective economic impacts of which are eliminated in the consolidated financial statements. In addition, the Group has leased properties and cars from third parties.
The lease agreements on property, plant and equipment in which the Group carries a material share of the risks and benefits typical of ownership, are classified as finance leases.
An asset acquired through a finance lease is recognised in the statement of financial position at the commencement of the lease at the fair value of the leased asset at the inception of the lease, or at the present value of the minimum lease payments, whichever is lower.
Assets acquired through finance leases are depreciated over the shorter of their useful lives or the lease period. The leases payable are divided into finance expenses and debt repayments over the lease period, so that the residual debt at each period is subject to the same rate of interest. Contingent rents are recognised as expenses during the periods they are incurred. Lease obligations are included in financial liabilities.
Lease agreements in which the risks and benefits typical of ownership are substantially all carried by the lessor are accounted for as operating leases. The operating lease payments are recognised as expenses in profit or loss over the lease term. Contingent rents are recognised as expenses during those periods in which they are incurred.
When a lease agreement includes parts relating to both land and buildings, the classification of each item is made separately.
The Group is a lessor mainly in the intra-Group lease agreements, and the economic impacts of them are eliminated in the consolidated financial statement. Lease agreements outside the Group play an insignificant role.
When an arrangement starts, the Group looks at the substance of the arrangement to define whether it is a lease agreement or whether a lease agreement is included in the arrangement. A lease agreement exists if execution of the arrangement depends on the use of a particular asset and the arrangement gives the right to use the said asset. If the arrangement includes a lease agreement, it will be subject to the requirements under IAS 17. The other elements of the arrangements are subject to the respective IFRS provisions.
If the sale and leaseback agreement results in a finance lease agreement, the proceeds in excess of the carrying amount are not recognized immediately, but are recognized as a liability in the balance sheet and recognized over the lease term. If the sale and leaseback agreement results in a lease and the sale is made at fair value, any gain or loss is recognized immediately.
At the end of each reporting period, the Group estimates whether there are indications of the value of any asset being impaired. Should there be such indication, the respective recoverable amount will be assessed. The impairment testing of goodwill takes place at least once a year and also whenever there is an indication of impairment.
The recoverable amount is the higher of the fair value less the costs of disposal of the asset, or its value in use. The value in use refers to the future net cash flows, discounted to their present value, estimated to be obtained from the asset or cash-generating unit. The discount rate is the pretax rate which reflects the current assessment view on the time value of money and on the risks associated with the asset.
The impairment loss will be recognised immediately in profit or loss if the carrying amount of the asset item exceeds the recoverable amount. If the impairment loss relates to a cash-generating unit, it is first recognised as an element decreasing the goodwill allocable to the cashgenerating unit, followed by a decrease in other assets in the unit on a pro rata basis. Coinciding with this, the useful life of the asset subject to impairment is re-assessed. The impairment loss recognised for an asset other than goodwill can be reversed if there has been a change in the estimates used for determining the recoverable amount for the asset in question. However, the reversal of the impairment loss cannot exceed the carrying amount of the assets without the earlier impairment loss recognition. The impairment loss of goodwill is not reversible.
The Group companies have defined contribution plans, with the related payments expenses in profit or loss during the period in which the contributions are paid. The Group does not have a legal or constructive obligation to make additional contributions in the event that the recipient of the premium payments is not able to pay out the pension benefits.
A provision is recorded when the Group has a legal or constructive obligation as a result of an earlier event, and when the materialisation of the obligation is probable and its amount can be reliably estimated. Provisions are valued at the present value of the expenses required to cover the obligation. The discount rate used for the calculation of the present value is chosen to reflect the current market view of the time value of money and the risks associated with the obligation. If it is possible to have compensation for part of the obligation from a third party, the compensation is recognised as a separate asset when the reimbursement in virtually certain. The amounts of the provisions are estimated at each closing of the accounts, and they will be adjusted to correspond with the best current estimate. Changes in provisions are recognised in the income statement under the same item where the original provision was recorded. The increase in the provision resulting from the passing of time is recognised as interest expenses. At the end of the reporting or comparison period, the Group did not have any provisions.
A contingent liability is a possible obligation arising from past events, the existence of which is confirmed only if an uncertain event beyond the Group's control occurs. A contingent liability is also deemed to be a present obligation where payment is not probable or the amount cannot be measured reliably. Contingent liabilities are specified in the Notes.
The tax expense is constituted by the current tax and the deferred tax. Taxes are recognised in profit or loss except when they are directly related to items under equity or other comprehensive income, in which case the tax is also recognised under such items. Current tax is calculated on the basis of taxable income using the valid tax rates.
Deferred taxes are provided for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in financial reporting. Typical temporary differences arise related to property, plant and equipment and tax deductible goodwill.
Deferred tax assets on unused tax losses and other temporary differences are recognized to the extent it is probable that taxable profit is available. The positions taken in tax returns are evaluated at the end of each financial period.
Deferred taxes are calculated using the tax rates in force on the date of the financial statements, and, when the tax rates change, on the known new rates if they are substantively enacted by the end of the reporting period.
The Group is engaged in the wholesale, retail and specialty goods trade. Its revenue comes from the sale of goods and, when the revenue is calculated, the sales proceeds are adjusted for indirect taxes and sales adjustment items. Revenue from the sale of goods is recognised when the major risks, benefits and control from the ownership of the goods have been taken over by the buyer, and it is probable that the Group will obtain the economic benefits related to sales. Most of the sales are cash or credit card sales, and therefore the proceeds are recognised as revenue at the moment the products are delivered to the buyers. Other operating income includes mainly rental income and service sales proceeds. Service sales proceeds are recognized when the service has been provided.
The Group's financial assets are classified on initial recognition into the following categories: Financial assets at fair value through profit or loss and Loans and receivables. With respect to financial assets other than those recognised at fair value through profit or loss, the transaction costs are added to the historical cost. All purchases and sales of financial assets are recognised on the transaction date, which is the date on which the Group commits to the purchase or sale of the financial instrument. Derecognition of financial assets takes place when the Group has lost the contractual right to the cash flows or when it has transferred a significant part of the risks and income outside the Group.
This group includes financial assets that are classified on initial recognition at fair value recognised through profit or loss. The items classified in this group by the Group include derivatives that are not subject to hedge accounting. Financial assets that will mature within 12 months of the end of the reporting period are included in current assets. The items in this group are measured at fair value, based
principally on the market price quoted at the end of the reporting period. Should an item not have a quoted market price, it is measured by using general valuation methods mainly based on observable market information. Any realised or unrealised gains and losses resulting from changes in the fair value are recognised in profit or loss during the financial period in which they arise.
This group includes non-derivative assets that have fixed or determinable payments and are not quoted on the active market. The Group does not hold them for sale or classify them on initial recognition as held-for-sale. They are measured on the basis of amortised cost using the effective interest method, and they are included, in line with their inherent nature, in either current or non-current assets.
Cash and cash equivalents include money in cash, demand deposits at banks and other current liquid investments readily convertible to an amount of cash known in advance, with a minor risk of change in value. The maximum maturity of the items classified in cash and cash equivalents is three months from the moment of acquisition.
At the end of each reporting period, the Group reviews items measured at amortised cost to assess whether there is objective evidence of the impairment of the financial asset or group in question. For each significant item, the impairment analysis is made separately based on empirical evidence.
The Group will recognise an impairment loss on trade receivables once it has objective evidence that the receivable cannot be collected in full. Significant economic difficulties, probable bankruptcy, payment defaults or delay in payments by the debtor constitute evidence of impairment of trade receivables. The amount of the impairment loss, recognised in profit or loss, is determined as the difference between the carrying amount of the receivables and the expected future cash flows. Should the amount of the impairment loss diminish in a later period and the decrease can be objectively associated with an event after the recognition of the impairment, the recognised loss is reversed in profit or loss.
The Group's financial liabilities are classified on initial recognition as either financial liabilities at fair value through profit or loss, or financial liabilities measured at amortised cost. For financial liabilities other than those recognised at fair value through profit or loss, the transaction costs are deducted from the historical cost. All financial liability transactions are recognised on the contract date, or the date on which the Group commits to the contractual terms of the financial liability. The derecognition of financial liabilities takes place when the Group's contractual obligation has been met or cancelled or the obligation has expired.
The arrangement fees related to loan commitments are recognised as transaction costs to the extent that it is probable that the entire loan commitment or part of it will be drawn out, and in this case the fee will be recognised in the statement of financial position until the loan is drawn out. The arrangement fee related to loan commitments at the withdrawal is recognised under transaction costs. To the extent that it is probable that the loan commitment will not be drawn out, the arrangement fee is recognised as an advance payment for liquidity-related services and is amortised over the loan commitment period.
The policies determining the fair values of all financial assets and liabilities are outlined in Note 18.
The Group concludes derivative contracts only for the purpose of hedging, but does not apply hedge accounting. The derivatives include electricity derivative contracts and currency derivatives. Electricity derivative contracts are used as a hedge against variation in electricity prices, to the maximum of the Group's own electricity consumption. The Group can use interest rate swap agreements to hedge against interest flow risks caused by long-term loans from credit institutions. Currency derivatives and options provide hedging against the changes in the cash flows of forecast purchases in foreign currencies. Derivative contracts are measured at fair value when the Group becomes a contractual party, and later they are further measured at fair value. The gains and losses thus arising are accounted for in line with the purpose of use of the derivative contract.
The Group classifies the issued instruments on the basis of their nature either as equity or as a financial liability. An equity instrument is any agreement that includes the right to participate in company funds after deducting all of its liabilities. Expenditure relating to the issue or acquisition of own equity instruments is presented as a deduction of equity. If equity instruments are repurchased, these acquisition costs are deducted from equity.
The dividend proposed by the Board of Directors or the repayment of principal will not be deducted from distributable equity before the approval of the General Meeting.
IAS 1 Presentation of Financial Statements provides no definition for the concept of operating profit. The Group defines operating profit as revenue plus other operating income less purchase expenses and changes in inventory. Moreover, the expenses incurred for employment benefits, depreciation, any impairment losses and other operating expenses are deducted. Other income statement items are disclosed below operating profit. Exchange differences are included in financial items, with the exception of the
following items included in the purchase costs of the financial period:
When preparing the financial statements, it is necessary to make certain assessments and assumptions about the future, although the actual outcomes may prove different. Moreover, Management must use its judgement in choosing and applying the accounting policies.
The Group Management makes judgements on the choice of accounting policies and their application. This applies, in particular, to the cases where the currently effective IFRS norms allow for alternative ways to recognise measure or disclose the items. The most significant areas where Management has used judgement are related to the classification of the Group's lease agreements and measurement of its inventories.
When classifying the leases, the Group has assessed the cases in which the risks and benefits associated with ownership and related to the leases can be deemed to have been transferred to the Group. These leases are accounted for as finance leases. Lease agreements in which the risks and benefits typical of ownership are substantially all carried by the lessor are recorded as operating lease. The most important classification criteria are the following:
When classifying leases, each lease is seen as a whole, considering also other impacting factors.
The Group's inventories are classified into different groups based on their turnaround times and, the slowest moving are, if appropriate, impairment recognized. Impairment recognition calls for judgements and estimates based on issues such as the future demand for the products. Changes in these assessments may impact the measurement of inventories in future financial periods.
The major assumptions about the future and the key sources of uncertainty related to estimations concerning the end of the reporting period, associated with a risk of changes in the carrying amount of assets and liabilities during the following period, are hereunder:
In impairment testing, the Group must assess indications of impairment based on both internal and external sources of information. The Group Management must make assessments while analysing the information obtained from these sources and making its conclusions. When determining the value in use, the Group estimates future market trends, such as the growth rate and profitability. The most impacting factors underpinning the estimates are the average EBIT margin (EBIT/revenue) and the discount rate. Changes in these assumptions may have a material impact on the estimated future cash flows. Note 10 Goodwill includes additional information on the sensitivity of the recoverable amount to the changes in the assumptions made.
The Group has complied with the new and amended standards since the beginning of the financial year 2017:
periods beginning on or after 1 January 2017, for IFRS 1 and IAS 28 as from 1 January 2018 or after financial periods). Through the Annual Improvements procedure, small and less urgent changes to the standards are collected in one set and implemented once a year. The effects of these changes vary by standard, but they are not significant.
effects of the introduction of IFRS 9 Financial Instruments applicable on January 1, 2018 on the figures presented in the financial statements. According to this, the standard will not have a significant impact on Tokmanni Group Corporation's consolidated financial statements. Impacts on trade receivables and other receivables for which the credit loss provision should be based on expected loan losses instead of the existing standard loss-based model will not be significant. The Group will apply the simplified procedure in IFRS 9, according to which writedowns are recognized in an amount equal to the expected impairment for the entire term of validity. According to the Group's estimates, the credit loss provision for sales and other receivables will not have a significant impact on the financial statements due to the low volume of business invoicing. Changes in the accounting principles resulting from the transition to other IFRS 9 standards will not, in our estimation, have any material effect on the figures presented in the classification of financial assets or financial statements as at 31 December 2017. The Group does not apply hedge accounting
The Group has continued to evaluate the effects of the standard. It is estimated that the Group's assets and interest-bearing liabilities will grow significantly when the lessee break-down of the finance lease and operating leases expires. IFRS 16 also affects the profit and loss account, as instead of the rental expense recognized in the current operating leases, depreciation and amortization of finance lease liabilities are recognized in the income statement. The Standard will also affect key figures, such as the equity ratio and the notes to the financial statements. The Group has leases related to stores and equipment, whose handling changes with the new standard. Tokmanni Group Corporation will adopt the Standard as of January 1, 2019. The Group will provide an estimate of the euro-denominated impact of the standard and of the post-transition treatment during 2018. Further information on Group leases is given in Note 23.
Interpretation IFRIC 22 Foreign Currency Transactions and Advance Consideration (applicable for financial periods beginning on or after January 1, 2018). When an advance payment is received or received in respect of foreign currency assets, expense or income, the effect of changes in exchange rates is not based on the determination of the date of completion of the conversion of that item. The interpretation clarifies that the date of implementation is the date on which the entity originally records a prepayment or income statement. When the transaction consists of several advances, the settlement date is determined separately for each individual transaction. The interpretation is not expected to have an impact on Tokmanni Group Plc's consolidated financial statements.
Amendments to IFRS 2: Classification and valuation of share-based payments. These narrow changes will clarify the handling of certain share-based payments. The amendments will enter into force on 1 January 2018. The amendment will not have a significant impact on the Group's financial statements.
As a result of the nature of Tokmanni's operations, the Group only has one operating segment to report. This is based on the fact that the Group's purchasing and logistics are managed in a centralised manner, the opening of new and closing of existing stores is a Group-level decision, and the stores are deemed to be the Group's distribution channels and all operate under the Tokmanni brand. The Group only operates in Finland.
The chief operating decision-maker is the CEO, whose decision-making criterion in assessing performance and resource allocation is the Group EBITDA.
The Group's revenue is fully generated through the sale of goods, i.e. the group has no sale of services. All revenue is generated in Finland and all assets are also located in Finland. There are no single customers for which the revenues received amount to more than 10% of the Group's revenues.
| MEUR | 2017 | 2016 |
|---|---|---|
| Rental income | 0.3 | 0.3 |
| Income from services | 2.1 | 2.0 |
| Other operating income | 1.5 | 1.1 |
| Total | 3.9 | 3.4 |
Service commission includes slot machine income, income from Veikkaus Oy's pools and income arising from property use expenses charged from subtenants. Other income includes among others, income from the sale and leaseback arrangement of the Mäntsälä logistics centre as well as from sales of pallets.
| MEUR | 2017 | 2016 |
|---|---|---|
| Rental expenses | -46.9 | -44.6 |
| Marketing expenses | -14.3 | -14.1 |
| Real estate and store site expenses | -32.1 | -31.2 |
| Purchased services | -7.9 | -6.6 |
| Other expenses | -18.7 | -14.6 |
| Total | -119.9 | -111.1 |
| MEUR | 2017 | 2016 |
|---|---|---|
| Audit | -0.1 | -0.1 |
| Other services | 0.0 | -0.3 |
| Tax services | 0.0 | 0.0 |
| Total | -0.1 | -0.4 |
Non-audit services performed by KPMG Oy Ab for the Tokmanni Group companies during the financial year 2017 totaled EUR 39 thousand. Services consisted of tax services (EUR 11 thousand) and other services (EUR 29 thousand).
| MEUR | 2017 | 2016 |
|---|---|---|
| Intangible assets | ||
| IT software and licences | -1.5 | -1.7 |
| Other intangible assets | 0.0 | 0.0 |
| Total | -1.6 | -1.7 |
| Property, plant and equipment | ||
| Buildings and constructions | -6.6 | -6.4 |
| Machinery and equipment | -6.2 | -7.0 |
| Total | -12.8 | -13.4 |
| Total | -14.3 | -15.1 |
The Group has not recognised impairments for tangible or intangible assets in the 2017 and 2016 financial periods.
| MEUR | 2017 | 2016 |
|---|---|---|
| Wages, salaries and fees | -79.4 | -77.0 |
| Pension expenses - defined contribution | ||
| plans | -15.0 | -14.3 |
| Other social security expenses | -3.6 | -5.1 |
| Total | -97.9 | -96.4 |
| Number of personnel on average in the | ||
| financial period | 3 232 | 3 209 |
The information on Management's employment-related benefits is in Note 25, Related party transactions.
| MEUR | 2017 | 2016 |
|---|---|---|
| Interest income and other financial income | ||
| Interest income on financial assets at | ||
| amortised cost | 0.0 | 0.0 |
| Dividend income | 0.0 | 0.0 |
| Foreign exchange gains on cash and cash | ||
| equivalents | 0.0 | 0.1 |
| Muut rahoitustuotot | 0.0 | 0.0 |
| Total | 0.0 | 0.1 |
| Interest expenses and other financial costs | ||
| Interest expenses on financial liabilities at | ||
| amortised cost | -1.7 | -11.2 |
| Interest expenses on finance leases | -3.8 | -3.8 |
| Foreign exchange losses on cash and cash | ||
| equivalents | -0.2 | -0.1 |
| Other financial costs | -0.1 | -0.2 |
| Total | -5.9 | -15.3 |
| Total | -5.8 | -15.2 |
*2016 includes a one-off cost 4.4 MEUR relating to activated, capitalized emission fees from previous loans.
Exchange rate differences are also recorded under purchases in the financial period. Changes in the fair value of currency derivatives are recognised as adjustments of purchases in the period by EUR -1.0 million (EUR 0.5 million). Changes in the fair value of commodity derivatives are recognised as adjustments of other operating expenses by EUR 0.4 million (EUR 1.1 million).
| MEUR | 2017 | 2016 |
|---|---|---|
| Income taxes for the financial period | -6.9 | -7.3 |
| Income taxes for previous financial periods | 0.0 | 0.0 |
| Change in deferred taxes | 0.3 | 0.5 |
| Total | -6.6 | -6.8 |
| Tax effects related to other comprehensive income | ||
| MEUR | 2017 | 2016 |
| Exchange differences on translating foreign |
Reconciliation between the income tax expense in the income statement and the Group's tax expense at the Finnish tax rate of 20.0% (20.0%):
operations 0.0 0.0
| MEUR | 2017 | 2016 |
|---|---|---|
| Profit/loss before tax | 32.9 | 34.0 |
| Income taxes at Finnish tax rate 20,0 % | ||
| (20,0 %) | -6.6 | -6.8 |
| Differing tax rates of foreign subsidiaries | 0.0 | 0.0 |
| Tax-exempt income | 0.0 | 0.0 |
| Non-deductible expenses | 0.0 | 0.0 |
| Use of tax losses not recognised earlier | 0.0 | 0.0 |
| Unrecognised deferred tax assets from | ||
| losses in taxation | 0.0 | 0.0 |
| Income taxes for previous financial periods | 0.0 | 0.0 |
| Total | -6.6 | -6.8 |
A tax inspection is on-going at Tokmanni Group Corporation. There is no information regarding the outcome of the inspection as the tax statement has not yet been received.
Property, plant and equipment 2017:
| Land and waters |
Buildings | Machinery and |
Prepayments | Total | |
|---|---|---|---|---|---|
| MEUR | equipment | ||||
| Acquisition cost as at 1 Jan | 0.2 | 88.6 | 52.0 | 2.4 | 143.2 |
| Additions | 0.0 | 8.1 | 7.3 | 2.0 | 17.4 |
| Disposals | -0.3 | -3.2 | -1.0 | -4.3 | -8.8 |
| Acquisition cost as at 31 Dec | 0.0 | 93.5 | 58.3 | 0.1 | 151.9 |
| Accumulated depreciation as at 1 Jan Depreciation charge for the financial |
0.0 | -23.6 | -28.9 | 0.0 | -52.5 |
| period | 0.0 | -6.6 | -6.2 | 0.0 | -12.8 |
| Accumulated depreciation of disposals | 0.0 | 1.2 | 0.8 | 0.0 | 2.0 |
| Accumulated depreciation as at 31 Dec | 0.0 | -29.0 | -34.3 | 0.0 | -63.3 |
| Carrying amount as at 1 Jan | 0.2 | 65.0 | 23.1 | 2.4 | 90.7 |
| Carrying amount as at 31 Dec | 0.0 | 64.5 | 24.0 | 0.1 | 88.6 |
| Property, plant and equipment 2016: | |||||
| Land and waters |
Buildings | Machinery and |
Prepayments | Total | |
| MEUR | equipment | ||||
| Acquisition cost as at 1 Jan | 0.1 | 84.2 | 48.7 | 0.0 | 133.0 |
| Additions | 0.1 | 4.5 | 4.8 | 3.3 | 12.8 |
| Disposals | 0.0 | -0.1 | -1.5 | -1.0 | -2.5 |
| Acquisition cost as at 31 Dec | 0.2 | 88.6 | 52.0 | 2.4 | 143.2 |
| Accumulated depreciation as at 1 Jan Depreciation charge for the financial |
0.0 | -17.3 | -23.0 | 0.0 | -40.3 |
| period | 0.0 | -6.4 | -7.0 | 0.0 | -13.4 |
| Accumulated depreciation of disposals | 0.0 | 0.1 | 1.1 | 0.0 | 1.1 |
| Accumulated depreciation as at 31 Dec | 0.0 | -23.6 | -28.9 | 0.0 | -52.5 |
| Carrying amount as at 1 Jan | 0.1 | 66.9 | 25.7 | 0.0 | 92.7 |
| Carrying amount as at 31 Dec | 0.2 | 65.0 | 23.1 | 2.4 | 90.7 |
Buildings and constructions also include related refurbishing costs of store properties.
Property, plant and equipment include assets acquired through finance leases as follows:
| MEUR | Buildings | Machinery and equipment |
Total |
|---|---|---|---|
| 31 Dec 2017 | |||
| Acquisition cost | 82.6 | 0.2 | 82.8 |
| Accumulated depreciation | -22.6 | -0.1 | -22.7 |
| Carrying amount | 60.0 | 0.1 | 60.1 |
| Buildings | Machinery and equipment |
Total | |
| MEUR | |||
| 31 Dec 2016 | |||
| Acquisition cost | 76.0 | 0.6 | 76.6 |
| Accumulated depreciation | -17.9 | -0.3 | -18.2 |
| Carrying amount | 58.1 | 0.3 | 58.4 |
The Group has leased the Mäntsälä logistics centre, certain store properties and cars from external parties.
Intangible assets 2017:
| MEUR | Goodwill | IT software and licences |
Other intangible assets |
Prepayments | Total |
|---|---|---|---|---|---|
| Acquisition cost as at 1 Jan | 128.6 | 10.9 | 0.1 | 0.0 | 139.6 |
| Additions | 0.0 | 1.7 | 0.0 | 1.3 | 3.0 |
| Disposals | 0.0 | -0.1 | 0.0 | -0.1 | -0.2 |
| Acquisition cost as at 31 Dec | 128.6 | 12.5 | 0.1 | 1.2 | 142.3 |
| Accumulated depreciation as at 1 Jan Depreciation charge for the financial |
0.0 | -7.4 | -0.1 | 0.0 | -7.4 |
| period | 0.0 | -1.5 | 0.0 | 0.0 | -1.6 |
| Accumulated depreciation of disposals | 0.0 | 0.1 | 0.0 | 0.0 | 0.1 |
| Accumulated depreciation as at 31 Dec | 0.0 | -8.8 | -0.1 | 0.0 | -8.9 |
| Carrying amount as at 1 Jan | 128.6 | 3.5 | 0.1 | 0.0 | 132.1 |
| Carrying amount as at 31 Dec | 128.6 | 3.6 | 0.1 | 1.2 | 133.4 |
| Intangible assets 2016: | |||||
| Goodwill | IT software and |
Other intangible assets |
Prepayments | Total | |
| MEUR | licences | ||||
| Acquisition cost as at 1 Jan | 128.6 | 9.4 | 0.0 | 0.0 | 138.0 |
| Additions | 0.0 | 1.5 | 0.1 | 0.0 | 1.6 |
| Disposals | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 |
| Acquisition cost as at 31 Dec | 128.6 | 10.9 | 0.1 | 0.0 | 139.6 |
| Accumulated depreciation as at 1 Jan | 0.0 | -5.7 | 0.0 | 0.0 | -5.7 |
| Depreciation charge for the financial period |
0.0 | -1.7 | 0.0 | 0.0 | -1.7 |
| Accumulated depreciation as at 31 Dec | 0.0 | -7.4 | -0.1 | 0.0 | -7.4 |
| Carrying amount as at 1 Jan | 128.6 | 3.7 | 0.0 | 0.0 | 132.3 |
The Group does not have any intangible asset items acquired through finance leases.
For impairment testing purposes goodwill is allocated to the Group, which constitutes one group of cash-generating units and the Group's reporting segment.
The group of cash-generating units is tested for impairment by comparing the carrying amounts of the group of cashgenerating units with the respective recoverable amounts. The tested carrying amounts include property, plant and equipment, goodwill and other intangible assets and net working capital. The Group performs annual impairment testing on the goodwill during the last quarter of each reporting period. Impairment testing is also performed whenever there is an indication of the recoverable amount from an asset or the group of cash-generating units being less than the carrying amount. Besides goodwill, the Group has no other intangible assets deemed to have an indefinite useful life.
Impairment is the amount by which the asset's carrying amount exceeds the recoverable amount. An impairment loss is recognised immediately in profit or loss. Recognition of impairment loss has an adverse effect on the Group's result and thereby also on its equity, but does not influence the Group's cash flows. When an impairment loss is recognised, the useful life of the asset subject to impairment is re-evaluated.
No impairment loss has been recognized during the financial periods 2017 and 2016.
The recoverable amount is the higher of the fair value less costs of disposal of the asset, or its value in use. In testing the goodwill of Tokmanni, the recoverable amount is based on value in use (present value), determined by discounting the estimated net cash flows for the moment of review.
Estimated net cash flows are constituted of two elements: three-year cash flows based on the business plan adopted by Management, and the so-called terminal value after the forecast period. New stores are taken into account, so that new stores where investment decisions have been approved by the testing day, are included. The terminal value is determined by extrapolating the forecasted cash flows. In the calculations, the growth factor for the years after the forecast period is 0.5% which is not estimated to be in excess of long-term growth in the sector.
The assumptions of cash flow growth and improved profitability reflect Management's view of the development of sales and expenses during the forecast period. The cash flows calculated on the basis of the budget and forecasts have, however, been adjusted in impairment testing by eliminating the estimated cash flows that are estimated to be generated through rearrangements not yet committed to, and cash flows that are estimated to be generated through improving or enhancing the performance of an asset.
The assumptions used in impairment testing are mainly the same as those underpinning the business plan and forecasts. The assumptions used are based on historical trends and on market data from external information sources. In determining the future cash flow projections, the assumptions calling for major Management judgement are those related to market and profitability outlooks.
If the assumptions used for the calculation of the amounts change, the recoverable amount used in impairment testing may also change.
The discount rate applied in determining the recoverable amount is the pre-tax weighted average cost of capital (WACC), calculated for Tokmanni. The elements of WACC are risk-free interest rate, equity beta, market risk premium, small company risk premium, credit margin, and the capital structure employed. The pre-tax WACC used was 9.3 % (10,3 %).
The key assumptions used in determining value in use are defined by the Management of Tokmanni. The most important assumptions are:
The assumptions are based on expectations of future events believed to be realistic under the current circumstances. The assumptions have been adopted by the Executive Group and Board of Directors.
Sensitivity analyses have been made on the assumption that the average EBIT margin will decrease both during the forecast period and thereafter, and that the discount rate will increase. The table below presents a change in the key assumption which (with other assumptions remaining unchanged) would cause the recoverable amount to equal the carrying amount.
| 2017 | Value used | Change |
|---|---|---|
| 1. Discount rate (before tax) | 9.3% | 9.1 percentage point increase |
| 2. Average operating profit margin (operating profit/revenue) | 6.3% | 2.5 percentage point decrease each year |
| 2016 | Value used | Change |
| 1. Discount rate (before tax) | 10.3% | 9.6 percentage point increase |
| 2. Average operating profit margin (operating profit/revenue) | 6.9% | 2.4 percentage point decrease each year |
The consequential effects of the change in the value of the above key assumptions on other variables have not been taken into consideration in the sensitivity analysis. In estimating the recoverable amount, Management did not find that a reasonably possible change in any of the core variables used would result in a situation where the recoverable amounts of units would be less than their carrying amounts.
| MEUR | 2017 | 2016 |
|---|---|---|
| Acquisition cost as at 1 Jan | 0.0 | 0.0 |
| Share of result for the financial period | 0.0 | 0.0 |
| Translation differences | 0.0 | 0.0 |
| Acquisition cost as at 31 Dec | 0.0 | 0.0 |
Tokmanni Oy owns 50% of the shares of the Hong Kong based joint venture Tokmanni-Europris Sourcing Ltd. The joint venture owns the Tokmanni-Europris (Shanghai) Trading Co., Ltd., a Shanghai-based procurement company. The joint venture is consolidated by using the equity method. The Group's share of the net profit for the financial period of the joint venture, proportional to its ownership interest, is disclosed prior to the operating profit. The company is the cornerstone of goods procurements made in China and the Far East. The company's operations include identifying and selecting local suppliers, ensuring the correct quality, monitoring delivery times, and ensuring responsible operations on the part of suppliers.
| MEUR | 2017 | 2016 |
|---|---|---|
| Derivatives, non-hedge accounting | ||
| Commodity derivatives | 0.2 | 0.1 |
Change in deferred tax balances (2017):
| Recognised in | |||
|---|---|---|---|
| MEUR | 1 Jan 2017 | income statement |
31 Dec 2017 |
| Deferred tax asset | |||
| Fair value on derivatives | 0.1 | 0.0 | 0.1 |
| Sale and lease back of Mäntsälä logistic centre | 1.7 | -0.1 | 1.6 |
| Other finance leases | 3.2 | 0.2 | 3.5 |
| Total | 5.0 | 0.1 | 5.1 |
| Deferred tax liabilities | |||
| Fair value on derivatives | 0.2 | -0.1 | 0.1 |
| Freight expenses related to inventories | 0.3 | 0.1 | 0.4 |
| Cumulative depreciation differences | 1.0 | -0.2 | 0.8 |
| Deductible goodwill amortization, reversal | 3.5 | 0.1 | 3.6 |
| Arrangement fees of financial liabilities paid | 0.2 | -0.1 | 0.2 |
| Total | 5.3 | -0.2 | 5.1 |
| Net deferred tax liabilities | 0.2 | 0.0 | |
| Change in deferred tax balances (2016): | |||
| Recognised in | |||
| income | |||
| MEUR | 1 Jan 2016 | statement | 31 Dec 2016 |
| Deferred tax asset Deferred tax assets due to loss in the financial year |
|||
| 2015 | 0.1 | -0.1 | 0.0 |
| Fair value on derivatives | 0.4 | -0.3 | 0.1 |
| Sale and lease back of Mäntsälä logistic centre | 1.8 | -0.1 | 1.7 |
| Other finance leases | 3.0 | 0.2 | 3.2 |
| Total | 5.2 | -0.2 | 5.0 |
| Deferred tax liabilities | |||
| Fair value on derivatives | 0.2 | 0.0 | 0.2 |
| Freight expenses related to inventories | 0.4 | 0.0 | 0.3 |
| Cumulative depreciation differences | 1.1 | -0.2 | 1.0 |
| Deductible goodwill amortization, reversal | 3.4 | 0.1 | 3.5 |
| 1.0 | |||
| Arrangement fees of financial liabilities paid Total |
-0.8 | 0.2 | |
| 6.0 | -0.7 | 5.3 |
On 31 December 2017, the Group did not have any unused tax-loss carry-forward.
| MEUR | 2017 | 2016 |
|---|---|---|
| Finished goods | 168.3 | 150.9 |
| Write-down in inventories | -3.9 | -2.5 |
| Goods, in transport | 5.9 | 6.8 |
| Total | 170.2 | 155.2 |
The financial statements include a write-down in inventories for obsolescent and slowly moving products, with the impairment per 31 December amounting to EUR 3.9 million (EUR 2.5 million).
| MEUR | 2017 | 2016 |
|---|---|---|
| Loans and other receivables | ||
| Trade receivables | 1.6 | 1.5 |
| Financial assets at fair value through profit or loss | ||
| Derivatives, non-hedge accounting | 0.1 | 0.9 |
| Other receivables | ||
| Prepayments and accrued income | 3.7 | 3.5 |
| Income tax receivables | 3.8 | 0.7 |
| Other receivables | 13.1 | 11.0 |
| Other receivables, total | 20.5 | 15.3 |
| Total | 22.2 | 17.7 |
The receivables are not associated with any significant credit risk concentrations, and the maximum credit risk corresponds to the carrying amount of the receivables at year's end. The impairment losses recognised in the Group's trade receivables are not significant. The other receivables item includes EUR 0.0 million (EUR 0.0 million) worth of advance payments for inventories and EUR 6.3 million (EUR 6.3 million) of invoiced annual bonus receivables.
| MEUR | 2017 | 2016 |
|---|---|---|
| Not overdue | 1.4 | 1.3 |
| Overdue | 0.2 | 0.2 |
| Less than 30 days | 0.2 | 0.2 |
| Between 31-60 days | 0.0 | 0.0 |
| Between 61-75 days | 0.0 | 0.0 |
| Over 75 days | 0.0 | 0.0 |
| Total | 1.6 | 1.5 |
| MEUR | 2017 | 2016 |
|---|---|---|
| Annual discounts | 0.5 | 0.5 |
| Receivable from occupational health care payments | 0.7 | 0.8 |
| Receivables from Veikkaus | 0.2 | 0.2 |
| Prepayments | 0.8 | 0.4 |
| Consumables expenses | 0.7 | 0.9 |
| Other prepayments and accrued income | 0.7 | 0.8 |
| Total | 3.7 | 3.5 |
| MEUR | 2017 | 2016 |
|---|---|---|
| Cash and cash equivalents | 42.5 | 57.6 |
| Total | 42.5 | 57.6 |
| Number of shares | Share capital (MEUR) |
Reserve for invested non restricted equity (MEUR) |
Total (MEUR) | |
|---|---|---|---|---|
| 31 Dec 2015 | 22 274 436 | 0.0 | 18.8 | 18.8 |
| Bonus issue | 22 274 436 | 0.1 | -0.1 | 0.0 |
| Share issue | 14 319 880 | 0.0 | 91.3 | 91.3 |
| 31 Dec 2016 | 58 868 752 | 0.1 | 110.0 | 110.1 |
| Costs directly attributable to the issue of new | ||||
| shares net of tax | 0 | 0.0 | -0.1 | -0.1 |
| 31 Dec 2017 | 58 868 752 | 0.1 | 109.9 | 110.0 |
The general meeting at 24 March 2017 authorized the Board of Directors to decide on repurchase or accepting as pledge, using the company's non-restricted equity, a maximum of 2,943,000 own shares. The authorization is effective until the annual general meeting held in 2018. The authorization was not exercised during the financial period.
The general meeting authorized the Board of Directors to decide on the issuance of at most 2.943.000 new shares or shares held by the company in one or more tranches through a share issue and/or by issuing options or other special rights entitling to shares as referred to in Chapter 10 Section 1 of the Limited Liability Companies Act.The authorization is effective until 23 March 3.2022. The authorization was not exercised during the financial period.
Tokmanni Group Corporation has one series of shares. The maximum number of the shares or the nominal value of the share has not been determined. Each share provides one voting right. All issued shares have been paid in full.
The descriptions of the equity reserves are hereunder.
The reserve for invested unrestricted equity includes other equity type investments and the subscription price of the shares less transaction costs to the extent that it has not by explicit decision been registered in the share capital.
The translation differences reserve contains the translation differences arising from the conversion of the financial statements of foreign companies. The changes in the reserve are disclosed in comprehensive income.
After the balance sheet date, the Board has proposed for the financial year ended on 31 December 2017 to distribute a dividend of EUR 0.41 per share. This dividend amounts to a total of EUR 24.1 million. The remaining part of the retained earnings be retained in unrestricted shareholders' equity.
At the end of the review period on December 31, 2017, the Group had a long-term share-based incentive program with an earnings period of year 2017 and as earnings criteria the Group's earnings per share (EPS) and the company's market value during the period January 1 - December 31, 2017. The target group of the system is the President and CEO, the members of the Group Executive Team and other key personnel of the Group. The maximum remuneration from the system is 120,000 Tokmanni Group Plc shares on December 31, 2016 based on market value. Any premium will be paid in 2020 as a company's shares and possibly partly in cash. A person in the target group could manage the tax consequences of the remuneration.
According to IFRS 2, the share-based incentive program should be valued at fair value at the grant date and recognized as an expense during the vesting period. If the share premium is paid in combination of shares and cash, the fair value of the reward is divided into two parts according to IFRS 2; in shares settled and cash settled. The portion to be settled in the shares is recognized in equity and the part paid in cash to liabilities. The fair value of the sharebased payment at the time the reward was granted was the share price of the company's share. Correspondingly, the fair value of the portion to be settled in cash is revised every reporting date until the end of the earnings period and the fair value of the debt thus changes according to the price of the company's share.
Based on realized earnings per share for the financial year 2017 and the market value of the company the program does not accrue any rewards to be paid to employees. For the year 2017, based on the IFRS 2 standard, EUR 31 thousand has been recognized as cost.
Changes in share-based payments:
Financial assets and liabilities 31 Dec 2017:
| Financial assets and liabilities at fair value through income statement |
Loans and other receivables |
Other financial liabilities |
Carrying amounts of assets as per balance sheet |
Fair value | ||
|---|---|---|---|---|---|---|
| MEUR | ||||||
| Non-current financial assets | ||||||
| Derivatives, non-hedge accounting | 0.2 | 0.2 | 0.2 | |||
| Current financial assets | ||||||
| Derivatives, non-hedge accounting | 0.1 | 0.1 | 0.1 | |||
| Trade receivables | 1.6 | 1.6 | 1.6 | |||
| Cash and cash equivalents | 42.5 | 42.5 | 42.5 | |||
| Total | 0.3 | 44.1 | 44.4 | 44.4 | ||
| Non-current financial liabilities | ||||||
| Loans from financial institutions | 99.4 | 99.4 | 99.4 | * | ||
| Long-term finance lease liabilities | 73.6 | 73.6 | 73.6 | |||
| Derivatives, non-hedge accounting | 0.1 | 0.1 | 0.1 | |||
| Current financial liabilities | ||||||
| Loans from financial institutions | -0.3 | -0.3 | -0.3 | ** | ||
| Finance lease liabilities | 3.9 | 3.9 | 3.9 | |||
| Derivatives, non-hedge accounting | 0.4 | 0.4 | 0.4 | |||
| Trade payables | 64.0 | 64.0 | 64.0 | |||
| Total | 0.5 | 240.7 | 241.2 | 241.2 | ||
| Financial assets and liabilities, total | -0.2 | 44.1 | -240.7 | -196.7 | -196.7 |
* Loans from financial institutions, adjusted with arrangement fees paid.
** Long-term debt from financial institutions, adjusted by short-term emission fees carried forward
| Financial assets and liabilities at fair | Loans and | Other | Carrying | Fair value |
|---|---|---|---|---|
| value through income statement | other | financial | amounts of | |
| receivables | liabilities | assets as per | ||
| balance | ||||
| sheet |
| MEUR | ||||||
|---|---|---|---|---|---|---|
| Non-current financial assets | ||||||
| Derivatives, non-hedge accounting | 0.1 | 0.1 | 0.1 | |||
| Current financial assets | ||||||
| Derivatives, non-hedge accounting | 0.9 | 0.9 | 0.9 | |||
| Trade receivables | 1.5 | 1.5 | 1.5 | |||
| Cash and cash equivalents | 57.6 | 57.6 | 57.6 | |||
| Total | 1.0 | 59.1 | 60.1 | 60.1 | ||
| Non-current financial liabilities | ||||||
| Loans from financial institutions | 99.1 | 99.1 | 99.1 | * | ||
| Long-term finance lease liabilities | 71.2 | 71.2 | 71.2 | |||
| Derivatives, non-hedge accounting | 0.3 | 0.3 | 0.3 | |||
| Current financial liabilities | ||||||
| Loans from financial institutions | -0.3 | -0.3 | -0.3 | ** | ||
| Finance lease liabilities | 3.5 | 3.5 | 3.5 | |||
| Derivatives, non-hedge accounting | 0.3 | 0.3 | 0.3 | |||
| Trade payables | 64.3 | 64.3 | 64.3 | |||
| Total | 0.6 | 237.8 | 238.4 | 238.4 | ||
| Financial assets and liabilities, total | 0.4 | 59.1 | -237.8 | -178.2 | -178.2 |
* Loans from financial institutions, adjusted with arrangement fees paid.
** Long-term debt from financial institutions, adjusted by short-term emission fees carried forward
The carrying amounts of current items are substantially all estimated to correspond to their fair values. Reconciliation of liabilities arising from financing activities
| Non-cash changes | |||||||
|---|---|---|---|---|---|---|---|
| MEUR | Financial liabilities 1 Jan 2017 |
Cash flows | Finance leases | Other changes |
Financial liabilities 31 Dec 2017 |
||
| Loans from financial institutions | 98.8 | 0.3 | 99.1 | ||||
| Finance lease liabilities | 74.7 | -3.6 | 6.4 | 0.0 | 77.5 | ||
| Total | 173.5 | -3.6 | 6.4 | 0.3 | 176.6 |
The following price quotes, assumptions and measurement models have been used in determining the fair values of the financial assets and liabilities given in the table:
The fair values of forward exchanges and options are determined using counterparty price quotations. Moreover, the Group has made its own verification calculation using generally accepted methods of valuation. The fair values of commodity derivatives are determined using publicly quoted market prices.
The fair value of financial lease liabilities is estimated by discounting future cash flows with an internal rate corresponding to that of the lease agreements.
Loans from financial institutions
The fair values of loans have been calculated on the basis of the present value of future cash flows, using the rates at the end of the financial period. Substantially all carrying amounts of the loans correspond to fair values, since the loans are floating-rate loans and the Group's risk premium has not changed to any essential degree. The loans are broken down by maturity in Note 22.
Trade receivables and other receivables, as well as trade payables and other liabilities
The initial carrying amounts of non-derivative receivables and liabilities correspond to their fair value since the impact of discounting is not material, considering the maturity of these receivables and liabilities.
Fair value hierarchy of the financial assets and liabilities measured at fair value
Level 1 instruments are subject to active trading in the market, and therefore their fair values are directly based on the market price. The fair value of the level 2 instruments is based on available market data. The fair value of level 3 instruments is not based on observable market information (unobservable inputs).
The Group's financial assets and liabilities measured at fair value (i.e., all of the Group's derivatives and lease liabilities) are level 2 of the fair value hierarchy as per IFRS 13. The fair value of these instruments at the end of the reporting period, 31 Dec 2017 was EUR -0.2 million (31 Dec 2016: EUR 0.4 million).
Maturity of finance lease liabilities:
| MEUR | 2017 | 2016 |
|---|---|---|
| Gross finance lease liabilities - minimum lease payments by maturity |
||
| No later than 1 year | 7.6 | 7.2 |
| Later than 1 year and no later than 5 years | 32.3 | 31.8 |
| Later than 5 years | 71.8 | 72.2 |
| Total | 111.7 | 111.3 |
| Future finance charges | -34.2 | -36.6 |
| Present value of finance lease liabilities | 77.5 | 74.7 |
| Present value of finance lease liabilities due as follows | ||
| No later than 1 year | 3.9 | 3.5 |
| Later than 1 year and no later than 5 years | 16.5 | 18.5 |
| Later than 5 years | 57.2 | 52.7 |
| Total | 77.5 | 74.7 |
The fair value of finance lease liabilities is estimated by discounting future cash flows with an internal rate corresponding to that of the lease agreements. Additional information on the assets leased with finance lease is in Note 9. Contingent rents paid on the basis of finance leases in 2017 amounted to EUR 0.2 million (2016: EUR 0.1 million). Contingent rents are recognised under other operating expenses.
| Fair value (MEUR) |
Underlying value (MEUR) |
Secured energy (MWh) |
|
|---|---|---|---|
| 31 Dec 2017 | |||
| Foreign exchange forward contracts and options | -0.2 | 15.0 | |
| Electricity derivatives | |||
| System price | 0.0 | 2.7 | 101.0 |
| Area price | 0.0 | 0.4 | 57.2 |
| Fair value | Underlying | Secured | |
| (MEUR) | value | energy | |
| 31 Dec 2016 | (MEUR) | (MWh) | |
| Foreign exchange forward contracts and options | 0.8 | 15.2 | |
| Electricity derivatives | |||
| System price | -0.3 | 3.0 | 115.1 |
| Area price | -0.1 | 0.6 | 87.7 |
| MEUR | 2017 | 2016 |
|---|---|---|
| Trade payables and other current non-interest-bearing liabilities | ||
| Current financial liabilities at amortised cost | ||
| Trade payables | 64.0 | 64.3 |
| Current financial assets at fair value through profit or loss | ||
| Derivatives, non-hedge accounting (liabilities), interest-free | 0.4 | 0.3 |
| Other liabilities | ||
| Other non-interest-bearing liabilities | 17.9 | 15.8 |
| Accrued liabilities | 24.9 | 23.2 |
| Income tax liabilities | 3.3 | 1.7 |
| Other liabilities, total | 46.1 | 40.6 |
| Trade payables and other current non-interest-bearing liabilities, total | 110.6 | 105.2 |
| Current accrued liabilities | ||
| MEUR | 2017 | 2016 |
| Wages and salaries including social expenses | 6.4 | 6.3 |
| Holiday pay | 13.3 | 12.4 |
| Compulsory insurances | 3.5 | 3.6 |
| Current interest liabilities | 0.2 | 0.2 |
| Other accrued liabilities | 1.4 | 0.7 |
| Total | 24.9 | 23.2 |
| MEUR | 2017 | 2016 |
| Non-current non-interest-bearing liabilities | ||
| Non-current financial assets at fair value through profit or loss | ||
| Derivatives, non-hedge accounting | 0.1 | 0.3 |
| Other liabilities | ||
| Mäntsälä logistic centre, sale and leaseback arrangement | 7.3 | 7.8 |
| Non-current non-interest-bearing liabilities, total | 7.4 | 8.1 |
In its normal business operations, the Group is exposed to many financial risks, the principal types of which are currency and interest-rate risks. The objective of the Group's risk management is to minimise the adverse effects of changes in the financial market on the Group's financial performance. The general principles of the Group's risk management are adopted by the Board of Directors. The responsibility for practical implementation of financial risk management is shouldered by the Group's CFO, with such management comprising the identification and assessment of the risks, and furnishing the Group with the necessary instruments of risk hedging. In risk management, the Group employs forward exchanges, currency options and electricity derivative contracts. The Group does not engage in hedge accounting under IAS 39.
The Group is exposed to currency risks from its purchases. The most significant foreign currency for the Group is the US dollar (USD). According to Tokmanni's hedging principles, about half of the purchases in USD are hedged for an average length of five months. Currency hedging takes place through forward exchanges and currency options. The Group's import and finance departments collaborate to draft a monthly updated estimate of the purchases in USD. Since the Group's non-current loans are fully in euro, financial liabilities do not involve any currency risk.
Currency derivatives are recognised at their acquisition value and are measured at the end of the financial period at their fair value in profit or loss.
The Group's foreign exchange positions (in euro) at the end of the reporting period:
| MEUR | 2017 | 2016 |
|---|---|---|
| Trade payables | 1.5 | 3.3 |
| Forecasted purchases in the next 6 months | 31.3 | 28.3 |
| Cash and cash equivalents | -0.2 | -0.1 |
| Total | 32.7 | 31.4 |
| Currency options | -15.0 | -15.2 |
| Position, total | 17.7 | 16.3 |
The table below shows the impacts on the Group's profit before taxes, as well as the impact on equity. Should the euro strengthen or weaken against the USD (+/- 10%), with the other factors remaining unchanged, the Group's profit before taxes would be affected by EUR 1.8 million (2016: EUR 1.6 million) positively or negatively. The sensitivity analysis is based on the currency position at the end of the reporting period.
| MEUR | 2017 | 2016 |
|---|---|---|
| Change | +/-10% | +/-10% |
| Effect on profit before tax | 1.8 | 1.6 |
| Effect on equity | 0.0 | 0.0 |
The Group's revenues and operational cash flows are largely independent of fluctuations in the market rates of interest, and, therefore, the Group's exposure to interest rate risks is mainly related to its external loan portfolio. According to its risk management principles, the Group aims to have at least two-thirds of the loans with fixed interest rates or hedged against interest rate changes, subject to discretion of the Board of Directors. The Board of Directors evaluates the Group's exposure to interest rate risks and the level of hedging on a regular basis and makes interest rate hedging decisions if needed. The average annual rate of the Group's interest-bearing liabilities was about 1.2% in 2017 (2016: 2.8%).
The following table shows the Group's interest position at the end of the reporting period:
| MEUR | 2017 | 2016 |
|---|---|---|
| Fixed interest rate | ||
| Financial liabilities | 77.5 | 74.7 |
| Floating interest rate | ||
| Financial liabilities | 100.0 | 100.0 |
| Floating interest rate position, total | 100.0 | 100.0 |
The table below shows the impacts on the Group's profit before taxes, as well as the impact on equity. Should the interests increase or decrease (+/- 0.5 percentage points), with the other factors remaining unchanged, the Group's profit before taxes would be affected by EUR 0.5 million (2016: EUR 0.5 million) negatively or positively. The sensitivity analysis is based on the risk position at the end of the reporting period.
| MEUR | 2017 | 2016 |
|---|---|---|
| Change | +/-0.5% | +/-0.5% |
| Effect on profit before tax | 0.5 | 0.5 |
| Effect on equity | 0.0 | 0.0 |
The Group's credit exposure is constituted of the credit risk related to the receivables from business operations, and the counterparty risk associated with other financial instruments.
The Group has no significant credit risk concentrations related to receivables because its clientele is widely spread, the sales are mainly retail sales against cash, and no single customer or group of customers is dominant from the Group's perspective. Note 15 presents the breakdown of trade receivables by maturity.The credit losses with impact on profit or loss incurred during the financial period were not significant. The maximum amount of the Group's credit loss corresponds to the carrying amount of financial assets at the end of the reporting period (note 18).
Part of the purchases from the Far East need to be paid in advance, and the respective risk is minimised by long-term cooperation with suppliers. In the autumn of 2013, the Group opened a procurement company in Shanghai, China together with the Norwegian discount store chain, Europris AS. The Shanghai company has 23 employees. The company is the cornerstone of goods procurements made in China and the Far East. The company's operations include identifying and selecting local suppliers, ensuring the correct quality, monitoring delivery times, and ensuring responsible operations on the part of suppliers.
The Group seeks to follow the financing required in business operations by analysing the sales cash flow forecasts in order to have sufficient liquid assets to fund the operations and to repay loans at maturity.
The availability and flexibility of the Group's financing is guaranteed through sufficient credit facilities, balanced maturity distribution of the loans and sufficiently long loan periods, and by using several financial institutions and forms for the procurement of funding. On December 31, 2017 the Group had EUR 59 million (EUR 59 million) in credit limit reserves and their maturity profile is linked to the maturity of underlying finance agreements. In addition, the Group had EUR 25 million of undrawn long-term loans.
The Group has not identified any significant liquidity risk concentration in relation to its financial assets or sources.
Liability-related defaults and violations of contractual terms
Loans from financial institutions contain a covenant according to which the Group has to achieve a certain ratio of net debt in relation to adjusted EBITDA. Operations in accordance with the loan covenants are reported lenders on a quarterly basis. The Group's management monitors compliance with loan covenants on a regular basis. In 2017, Tokmanni has met the required covenants.
The following table illustrates the Group's financial liability maturity break down. The amounts are undiscounted and they include both the future interest payments and the principal repayments.
| Carrying amount 31 Dec 2017 |
Cash flows based on agreements |
Less than 1 year |
1-2 years | 2-3 years | 3-4 years | Over 4 years | ||
|---|---|---|---|---|---|---|---|---|
| MEUR | ||||||||
| Loans from financial institutions | 99.1 | 104.0 | 1.2 | 1.2 | 1.2 | 100.4 | 0.0 | * |
| Finance lease liabilities | 77.5 | 104.7 | 7.6 | 6.8 | 6.9 | 6.8 | 76.6 | |
| Trade payables | 64.0 | 64.0 | 64.0 | |||||
| Total | 240.7 | 272.7 | 72.9 | 8.0 | 8.1 | 107.2 | 76.6 | |
| Carrying amount 31 Dec 2016 |
Cash flows based on agreements |
Less than 1 year |
1-2 years | 2-3 years | 3-4 years | Over 4 years | ||
| MEUR | ||||||||
| Loans from financial institutions | 98.8 | 105.2 | 1.2 | 1.2 | 1.2 | 1.2 | 100.4 | * |
| Finance lease liabilities | 74.7 | 111.3 | 7.2 | 7.2 | 7.0 | 7.1 | 82.8 | |
| Trade payables | 64.3 | 64.3 | 64.3 | |||||
| Total | 237.8 | 280.7 | 72.7 | 8.4 | 8.2 | 8.3 | 183.2 |
* Loans from financial institutions, adjusted with arrangement fees paid.
The table above includes all the instruments in force at the closing of the accounts, as well as their contractual loan principals and interests. The Group does not have financial liabilities liable to be called in for repayment before their maturity.
| MEUR | Carrying amount 31 Dec 2017 |
Cash flows based on agreements |
Less than 1 year |
1-2 years | 2-3 years | 3-4 years | Over 4 years |
|---|---|---|---|---|---|---|---|
| Commodity derivatives | 0.2 | 0.2 | 0.0 | 0.2 | 0.1 | 0.0 | 0.0 |
| Foreign exchange forward contracts and | |||||||
| options | 0.3 | 0.3 | 0.3 | ||||
| Total | 0.5 | 0.5 | 0.3 | 0.2 | 0.1 | 0.0 | 0.0 |
| Carrying amount 31 Dec |
Cash flows based on agreements |
Less than 1 year |
1-2 years | 2-3 years | 3-4 years | Over 4 years | |
| MEUR | 2016 | ||||||
| Commodity derivatives | 0.6 | 0.6 | 0.3 | 0.2 | 0.1 | 0.0 | 0.0 |
| Foreign exchange forward contracts and | |||||||
| options | 0.0 | 0.0 | 0.0 | ||||
| Total | 0.6 | 0.6 | 0.3 | 0.2 | 0.1 | 0.0 | 0.0 |
The cash flows related to interest derivatives are disclosed in net. The cash flows related to currency and electricity derivative contracts are based on their fair values at the end of the reporting period with the maturity corresponding to the due date.
In its operations, the Group is exposed to a commodity risk caused by the possible impacts of the electricity price risk on the Group's energy costs. The Group hedges itself against electricity price changes through electricity derivative contracts in line with the policy determined by the Tokmanni Board. However, the maximum amount corresponds to the Group's estimated electricity consumption. The hedge level covers about 70% of the consumption for one year ahead, gradually decreasing over a period of about 3-4 years.
The changes in the value of the derivatives hedging the price of electricity supplied during the financial period are included in the adjustments of other operating expenses.
The carrying amount (EUR) of electricity derivative contracts at the end of financial period:
| MEUR | 2017 | 2016 |
|---|---|---|
| Electricity derivative contracts | 0.0 | -0.3 |
The table below shows the impacts on the Group's profit before taxes, as well as the impact on equity. Should the prices of electricity increase or decrease (+/- 10%), with the other factors remaining unchanged, the Group's profit before taxes would be affected by EUR 0.3 million (EUR 0.4 million) positively or negatively. The sensitivity analysis is based on the risk position at the end of the reporting period.
| MEUR | 2017 | 2016 |
|---|---|---|
| Change | +/-10% | +/-10% |
| Effect on profit before tax | 0.3 | 0.4 |
| Effect on equity | 0.0 | 0.0 |
The objective of the Group's capital management function is to retain an optimal capital structure in line with the Group's strategy. By managing its capital, the Group ensures that its business operations will continue without interruption, thus guaranteeing cash flow financing under all circumstances, allowing for investments according to the Group's strategy and increasing shareholder value long-term.
| MEUR | 2017 | 2016 | |
|---|---|---|---|
| Interest-bearing liabilities | 176.6 | 173.5 | |
| Cash and cash equivalents | 42.5 | 57.6 | |
| Interest-bearing net debt | 134.1 | 115.9 | |
| Total equity according to IFRS | 162.8 | 166.6 | |
| Target level |
2017 | 2016 | |
| Net debt / adjusted EBITDA | < 2.0 | 2.4 | 1.8 |
| Equity ratio, incl. shareholder loans | 35.2% | 36.3% |
The Group has leased most of its store premises. The leases are in force from eight to twelve years on average. The agreements have varying renewal terms and other index terms.
Minimum lease payments payable based on other non-terminable leases:
| MEUR | 2017 | 2016 |
|---|---|---|
| No later than 1 year | 51.9 | 47.6 |
| Later than 1 year and no later than 5 years | 150.1 | 133.3 |
| Later than 5 years | 62.3 | 57.9 |
| Total | 264.3 | 238.7 |
Rental expenses paid based on operating leases amounted to EUR 46.3 million (EUR 44.4 million) recognised in profit or loss, with contingent rents accounting for EUR 44.3 million (EUR 42.6 million) of the whole. Contingent rents are recognised under other operating expenses.
The Group has sublet certain business premises. The rental expenses incurred for these premises, as well as the minimum lease payments obtainable in the future on the basis of the subleases, are not significant for the Group.
The Group does not have any liabilities for which assets have been given as collateral.
Leasing obligations related to Group operating lease agreements are presented in note 23.
The Group's related parties are the Board of Directors and Executive Group members, including the CEO and Deputy CEO, as well as subsidiaries and joint ventures. The owners related parties are defined by societies and persons who have control, joint control or significant influence in the Tokmanni Group .
The line of business of Retail Leasing Oy (a Tokmanni Group Corporation subsidiary) is to own and lease property, plant and equipment to the other Group companies. Retail Leasing Oy is the parent of Nordic Disco AB (Sweden), which in turn is the parent of Tokmanni Oy.
The disclosed transactions with related parties include those not eliminated in the consolidated financial statements of Tokmanni Group Corporation. All transactions with related parties are on market-based terms.
The Tokmanni - Europris Sourcing Ltd joint venture, which has been consolidated using the equity method, sells purchasing services to the Group.
The Group's parent and subsidiary relationships are as follows:
| Company | Domicile | Shareholding | Voting rights |
|---|---|---|---|
| Parent company Tokmanni Group | |||
| Corporation | Finland | ||
| Retail Property Investment Oy | Finland | 100% | 100% |
| Retail Leasing Oy | Finland | 100% | 100% |
| Nordic Disco AB | Sweden | 100% | 100% |
| Tokmanni Oy | Finland | 100% | 100% |
| Taitomanni Oy | Finland | 100% | 100% |
Transactions during the financial period 2017 including receivables, payables and liabilities per 31 Dec 2017 carried out with related parties:
| Majority owner and related parties to majority owner |
Board of Directors and management |
Joint ventures | |
|---|---|---|---|
| MEUR | |||
| Income statement | |||
| Revenue and other operating income | 0.0 | ||
| Other operating expenses | 1.3 | 1.1 | |
| Balance sheet Assets |
0.1 |
Transactions during the financial period 2016 including receivables, payables and liabilities per 31 Dec 2016 carried out with related parties:
| Majority owner and related parties to majority owner |
Board of Directors and management |
Joint ventures | |
|---|---|---|---|
| MEUR | |||
| Income statement | |||
| Revenue and other operating income | 0.0 | ||
| Other operating expenses | 1.6 | 0.8 | |
| Financial expenses | 2.1 | 0.5 | |
| Balance sheet | |||
| Assets | 0.1 |
The key management personnel includes the members of the Board of Directors and Executive Group, and the CEO.
Heikki Väänänen has been appointed CEO of Tokmanni Group Corporation as of 1st of April, 2016 and before this he has acted as CEO of Tokmanni Oy and Tarjousmaxi Oy. Heikki Väänänen acted as CEO until 15 June 2017 from where on Chairman of the board Harri Sivula took up the position as interim CEO. Group CFO Markku Pirskanen was appointed DEputy to the CEO 15 June 2017.
The table below shows the salaries and other short-term employee benefits of key executives. No other benefits have been paid to persons.
| EUR | 2017 | 2016 | ||
|---|---|---|---|---|
| Heikki Väänänen | CEO | 351 162 | 370 445 | until 15 June 2017 |
| Harri Sivula | Chairman of the Board and Interim CEO | 304 806 | 98 000 | from 15 June 2017 |
| Robert Furuhjelm | Member of the Board | 14 500 | 31 500 | until 24 March 2017 |
| Christian Gylling | Member of the Board | 51 000 | 32 500 | |
| Sven-Olof Kulldorff | Member of the Board | 54 000 | 34 500 | |
| Seppo Saastamoinen | Member of the Board | 45 000 | 28 500 | |
| Kati Hagros | Member of the Board | 49 000 | 29 000 | |
| Thérèse Cedercreutz | Member of the Board | 43 000 | 27 000 | |
| CEO of the Group companies and members of the Board of Directors | 912 468 | 651 445 | ||
| Executive Group | 1 252 113 | 1 135 851 | ||
| Monetary salaries, fees and fringe benefits, total | 2 164 581 | 1 787 297 |
In Tokmanni Group Corporation, the pensions of the key management personnel are determined in line with the general provisions applied in Finland to employee pensions (Employee Pensions Act). The CEO's statutory pension cost was 95 042 EUR in 2017 (2016: 63 828 EUR).
If the Group gives notice to the CEO, he will have the right to receive compensation corresponding to the maximum of 18 months' overall pay, including the six-month period of notice. Under corresponding circumstances, the other Executive Group members will have the right to compensation corresponding to the maximum of 9 months' overall pay.
No significant changes in the Groups business activities have occurred after the end of the reporting period.
| Parent company's income statement € |
1 Jan - 31 31. 2017 | 1 Jan - 31 Dec 2016 |
|---|---|---|
| REVENUE | 1 270 200,00 | 457 200,00 |
| Other operating income | 1 112,62 | 1 065,45 |
| Wages, salaries and employee benefits Wages, salaries and fees Social security expenses |
-853 734,37 | -605 456,20 |
| Pension expenses | -115 694,19 | -50 589,85 |
| Other social security expenses | -13 785,58 | -10 356,66 |
| -983 214,14 | -666 402,71 | |
| Other operating expenses | -938 288,89 | -515 996,81 |
| OPERATING PROFIT | -650 190,41 | -724 134,07 |
| Financial income and expenses | ||
| Internal income from investments | 0,00 | 23 000 000,00 |
| Other interests and financial income | ||
| From group companies | 3 752 296,27 | 5 314 102,61 |
| From others | 11 837,43 | 92,24 |
| 3 764 133,70 | 5 314 194,85 | |
| Interests and other finacial expenses | ||
| To others | -1 582 326,47 | -10 831 772,91 |
| Financial income and expenses | 2 181 807,23 | 17 482 421,94 |
| PROFIT (LOSS) BEFORE APPROPRIATIONS AND TAXES | 1 531 616,82 | 16 758 287,87 |
| Appropriations Group contribution |
28 800 000,00 | 20 000 000,00 |
| Income taxes | -6 066 315,94 | -2 751 431,07 |
| NET RESULT FOR THE FINANCIAL PERIOD | 24 265 300,88 | 34 006 856,80 |
| Parent company's balance sheet € |
31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| ASSETS | ||
| NON-CURRENT ASSETS | ||
| Investments Holdings in group companies |
235 233 761,80 | 26 172 739,99 |
| NON-CURRENT ASSETS, TOTAL | 235 233 761,80 | 26 172 739,99 |
| CURRENT ASSETS | ||
| Non-current receivables Amounts owed by group companies |
0,00 | 212 840 746,43 |
| Current receivables Amounts owed by group companies Other receivables Prepayments and accrued income |
32 289 232,78 2 876,35 38 293,17 32 330 402,30 |
43 000 300,00 65 143,25 39 419,90 43 104 863,15 |
| Receivables, total | 32 330 402,30 | 255 945 609,58 |
| Cash in hand and at banks | 36 362 096,98 | 52 403 704,38 |
| CURRENT ASSETS, TOTAL | 68 692 499,28 | 308 349 313,96 |
| ASSETS TOTAL | 303 926 261,08 | 334 522 053,95 |
| EQUITY AND LIABILITIES | ||
| EQUITY Share capital Reserve for invested unrestricted equity Retained earnings Net result for the financial period EQUITY, TOTAL |
80 000,00 114 629 589,41 4 006 633,40 24 265 300,88 142 981 523,69 |
80 000,00 114 629 589,41 22 840,12 34 006 856,80 148 739 286,33 |
| LIABILITIES | ||
| Non-current liabilities Loans from financial institutions |
100 000 000,00 | 100 000 000,00 |
| Current liabilities Trade payables Amounts owed to group companies Other payables Accruals and deferred income |
30 283,34 56 840 322,65 128 348,58 3 945 782,82 60 944 737,39 |
39 257,73 83 635 462,93 25 758,33 2 082 288,63 85 782 767,62 |
| LIABILITIES, TOTAL | 160 944 737,39 | 185 782 767,62 |
| EQUITY AND LIABILITIES, TOTAL | 303 926 261,08 | 334 522 053,95 |
| Parent company's cash flow statement | 31 Dec 2017 | 31 Dec 2016 |
|---|---|---|
| 1 000 € | ||
| Cash flows from operating activities | ||
| PROFIT (LOSS) FOR THE PERIOD Adjustments: |
24 265 | 34 007 |
| Financial income and expenses | -2 182 | -17 482 |
| Appropriations | -28 800 | -20 000 |
| Tax on income from operations | 6 066 | 2 751 |
| Change in working capital: | ||
| Increase (-) / decrease (+) of current receivables | -543 | 895 |
| Increase (+) / decrease (-) of current non-interest bearing liabilities | -98 | -348 |
| Cash flow from operating activities before financial items and | ||
| taxes | -1 291 | -178 |
| Interest paid | -1 436 | -3 499 |
| Interest received | 0 | 0 |
| Other financing items | 4 | -1 374 |
| Direct income taxes paid | -4 463 | -992 |
| Cash from operating activities | -7 186 | -6 044 |
| Cash flows from investing activities | ||
| Granted loans (+) | 0 | -125 000 |
| Cash from investing activities | 0 | -125 000 |
| Cash flows from financing activities | ||
| Change in internal bank account receivables | -2 883 | 2 891 |
| Change in internal bank account liabilities | 24 156 | 83 213 |
| Paid share issue deducted with IPO expenses | -106 | 90 123 |
| Proceeds from long-term loans | 0 | 125 000 |
| Repayments of long-term loans | 0 | -118 400 |
| Dividends paid | -30 023 | 0 |
| Group contributions | 0 | 620 |
| Cash from financing activities | -8 855 | 183 447 |
| Change in cash in hand and at bank | -16 042 | 52 404 |
| Cash in hand and at bank at the beginning of the period | 52 404 | 0 |
| Cash in hand and at bank at the end of the period | 36 362 | 52 404 |
Tokmanni Group Corporation is a Finnish limited liability company and its shares are listed on the Nasdaq Helsinki exchange. Share trading started on the pre-list on 29 April 2016 and on the main list 3 May 2016.
Tokmanni Group Corporation's financial statements have been prepared in compliance with the Finnish Accounting Standards (FAS) and in accordance with the accounting regulation for listed companies.
Financial instruments are valued at acquisition cost.
The company has a Group account agreement in Nordea, which includes all Group companies' Nordea bank accounts. The Group companies' cash and cash equivalents shown in the group account is shown as asset or liability from the Group companies.
The company's pension cover is arranged by external pension insurance companies. Pension expenditure is recognised as an expense in the year in which it is accrued.
Income tax includes the income tax payments for the period based on the profit for the period, and taxes payable for prior periods, or tax refunds. Deferred taxes are not included in the parent company's income statement and balance sheet.
| Breakdown of revenue by market area Finland |
1 270 | 457 |
|---|---|---|
| Personnel and members of administrative bodies | ||
| Average number of employees | 1 | 1 |
| Salaries of CEO and members of the Board of Directors | 854 | 605 |
The CEO and members of the Board do not have pension plans that differ from the statutory provisions.
Monetary salaries, fees and fringe benefits by institution are defined in the Group Note 25 Related party transactions,
" Monetary salaries, fees and fringe benefits"
| Purchased services | 417 | 164 |
|---|---|---|
| Other expenses | 521 | 352 |
| Total | 938 | 516 |
| Group contribution | ||
| Group contribution received | 28 800 | 20 000 |
| Income taxes | ||
| Ordinary operations | 6 066 | 2 751 |
| Auditor's fees | ||
| Audit | 45 | 53 |
| Other fees and services | 17 | 256 |
| Tax councelling | 0 | 17 |
| Total | 62 | 326 |
All transactions involving related parties are executed on arm length basis.
| Investments | ||
|---|---|---|
| Holdings in group companies | ||
| Acquisition cost as at 1 Jan Additions, 1 Jan - 31 Dec |
26 173 209 061 |
26 173 0 |
| Acquisition cost as at 31 Dec | 235 234 | 26 173 |
| Group companies | Omistusosuus % | |
| Retail Property Investment Oy, Mäntsälä | 100 | 100 |
| Retail Leasing Oy, Helsinki | 100 | 100 |
| Group Companies | Kirjanpitoarvo | |
| Retail Property Investment Oy, Mäntsälä | 1 000 | 1 000 |
| Retail Leasing Oy, Helsinki | 234 234 | 25 173 |
| CURRENT ASSETS | ||
| Non-current receivables | ||
| Amounts owed by group companies | ||
| Loan receivables | 0 | 207 527 |
| Prepayments and accrued income, interest receivables | 0 | 5 314 |
| Total | 0 | 212 841 |
| Current receivables | ||
| Amounts owed by group companies | ||
| Trade receivables | 607 | 0 |
| Other receivables, group dividend receivables Other receivables, group contribution receivables |
0 | 23 000 |
| 28 800 | 20 000 | |
| Other receivables, group account receivables | ||
| 2 883 | 0 | |
| Total | 32 289 | 43 000 |
| Other receivables | ||
| Other receivables | 3 | 65 |
| Prepayments and accrued income | 38 | 39 |
| Total | 41 | 105 |
| Current receivables | 32 330 | 43 105 |
| Prepayments and accrued income | ||
| Other prepayments and accrued income | 38 | 39 |
| Share capital as at 1 Jan | 80 | 6 |
|---|---|---|
| Bonus issue | 0 | 74 |
| Share capital as at 31 Dec | 80 | 80 |
| Restricted equity | 80 | 80 |
| Unrestricted equity | ||
| Reserve for invested unrestricted equity as at 1 Jan | 114 630 | 18 777 |
| Bonus issue | 0 | 95 852 |
| Reserve for invested unrestricted equity as at 31 Dec | 114 630 | 114 630 |
| Retained earnings as at 1 Jan | 34 030 | 23 |
| Dividends | -30 023 | 0 |
| Net result for the financial period | 24 265 | 34 007 |
| Total | 28 272 | 34 030 |
| Unrestricted equity | 142 902 | 148 659 |
| Equity | 142 982 | 148 739 |
| CALCULATION OF DISTRIBUTABLE EQUITY | ||
| Retained earnings | 4 007 | 23 |
| Net result for the financial period | 24 265 | 34 007 |
| Reserve for invested unrestricted equity | 114 630 | 114 630 |
| Dividend distribution | -30 023 | 0 |
| Total | 112 878 | 148 659 |
| NON-CURRENT LIABILITIES | ||
| Loans from financial institutions | 100 000 | 100 000 |
| CURRENT LIABILITIES | ||
| Amounts owed to group companies | ||
| Trade payables | 3 | 150 |
| Accruals and deferred income | 0 | 272 |
| Other liabilities, internal account payable | 56 838 | 83 213 |
| Total | 56 840 | 83 635 |
| Accruals and deferred income | ||
| Amortised personnel costs | 376 | 207 |
| Interest payable | 187 | 154 |
| Income tax payable | 3 312 | 1 708 |
| Other accruals and deferred income | 71 | 12 |
| Total | 3 946 | 2 082 |
| Securities and contingent liabilities 1 000 € |
2017 | 2016 |
|---|---|---|
| Leasing liabilities | ||
| Payable during the next financial year | 0 | 14 |
| Payable subsequently | 0 | 5 |
| Total | 0 | 20 |
Mäntsälä, 16 February 2018
Harri Sivula Chairman of the Board Interim CEO
Thérèse Cedercreutz Christian Gylling Member of the Board Member of the Board
Kati Hagros Sven-Olof Kulldorff Member of the Board Member of the Board
Seppo Saastamoinen Member of the Board
Our auditor's report has been issued today.
Helsinki, 16 February 2018
KPMG Oy Ab
Ari Eskelinen Authorized Public Accountant
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