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Consti Oyj — Interim / Quarterly Report 2019
Apr 26, 2019
3306_rns_2019-04-26_fe218c5d-3455-4ceb-ba47-16153652615a.pdf
Interim / Quarterly Report
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CONSTI
CONSTI INTERIM REPORT 1 January – 31 March 2019
26 April 2019 at 8.30 a.m.
NET SALES GREW, EBIT DECLINED SLIGHTLY FROM PREVIOUS YEAR
1-3/2019 highlights (comparison figures in parenthesis 1-3/2018):
- Net sales 73.5 (62.3) million euro; growth 18.0%
- EBITDA 0.5 (0.2) million euro and EBITDA margin 0.7 (0.4)%
- Operating profit/loss (EBIT) -0.4 (-0.2) million euro and operating profit/loss margin -0.5 (-0.3)%
- Order backlog 237.8 (250.2) million euro; change -5.0%
- Free cash flow -3.5 (-7.8) million euro
- Earnings per share -0.08 (-0.04) euro
Guidance on the Group outlook for 2019:
The Company estimates that its operating result for 2019 will improve compared to 2018.
| KEY FIGURES (EUR 1,000) | 1-3/2019 | 1-3/2018 | Change % | 1-12/2018 |
|---|---|---|---|---|
| Net sales | 73,480 | 62,267 | 18.0 % | 315,762 |
| EBITDA | 486 | 231 | 110.2 % | -464 |
| EBITDA margin, % | 0.7 % | 0.4 % | -0.1 % | |
| Operating profit/loss (EBIT) | -398 | -201 | -98.4 % | -2,126 |
| Operating profit/loss (EBIT) margin, % | -0.5 % | -0.3 % | -0.7 % | |
| Profit/loss for the period | -486 | -286 | -69.8 % | -2,330 |
| Order backlog | 237,763 | 250,177 | -5.0 % | 225,082 |
| Free cash flow | -3,476 | -7,801 | 55.4 % | -7,140 |
| Cash conversion, % | n/a | n/a | n/a | |
| Net interest-bearing debt | 24,001 | 20,295 | 18.3 % | 19,582 |
| Gearing, % | 92.0 % | 80.5 % | 83.6 % | |
| Return on investment, ROI % | -4.5 % | -1.7 % | -4.5 % | |
| Number of personnel at period end | 1,016 | 1,053 | -3.5 % | 1,046 |
| Earnings per share, undiluted (EUR) | -0.08 | -0.04 | -100.0 % | -0.30 |
The impacts of IFRS 16 -standard on the reported figures are described in the accounting principles included in the financial tables of the interim report.
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CEO's review
"Our net sales for the first quarter grew 18.0 percent from the comparison period and amounted to 73.5 million euro. Our net sales grew in all operating segments except Building Technology. Despite the growth in net sales, our result for the fiscal period did not reach a satisfactory level, albeit it grew clearly compared to the previous quarter. Our profitability development was mainly positive during the fiscal period, but executing the remaining performance obligations in an individual building purpose modification project had a negative impact on our result. The project in question commenced in 2017 and it will be finished during the first half of 2019.
Our order backlog at the end of March was 237.8 million euro. Our order backlog grew 5.6 percent in comparison to the order backlog at the end of the previous fiscal period, but it was 5.0 percent smaller than that of the comparison period. During January-March we received new orders amounting to 73.5 million euro, which is a 1.1 percent growth to the comparison period. On the whole the quality of our order backlog has continuously improved during the beginning of the year, and a larger share of the order backlog will be realised during the ongoing year than in the comparison period.
In early February we launched a turnaround programme to improve Consti's profitability and competitiveness. Work in implementing the turnaround programme has advanced as planned. Our new organisational structure has been in place since 18 February 2019, and it has received positive feedback from both our personnel and stakeholders. We are also determinedly advancing toward achieving our cost saving goals. Due to the actions started during the last quarter of 2018, our fixed costs for the fiscal period are lower than that of the comparison period. We will continue our turnaround programme to accelerate Consti's performance improvement and the realisation of our strategy. Our goal is to continue to move business leadership closer to production at our worksites, enhance the efficiency of internal services supporting our business, and improve our organisation's risk management and reactivity.
The market environment remained good for renovations and technical building services during the first quarter. Based on our current market and business outlook, we believe that demand for renovations and technical building services will remain at a good level for the rest of the year as well. In our current position, however, it is more important to focus on the successful implementation of our internal actions, than the general market situation. I expect our turnaround programme to improve our performance in 2019."
Operating environment
Professional renovation construction has grown in Finland steadily for nearly 20 years, and at its best its value has surpassed that of new construction. Due to the age of our building stock, growth in renovation construction has been rapid in comparison to the rest of Europe. The value of renovation construction was approximately 12.9 billion euro in building construction during 2018. Both the Confederation of Finnish Construction Industries RT and Euroconstruct have estimated that building construction grew approximately four percent in Finland in 2018. Renovation construction grew 1.0 percent according to the Confederation of Finnish Construction Industries RT, while Euroconstruct estimated its growth at 0.8 percent. As a consequence of vigorous housing construction, both institutes estimated that new construction grew about six percent.
The latest statistics on new construction permissions and commenced projects indicate that construction will slow down after a long period of growth, as economic growth calms down. Despite the development in the number of permissions and commenced projects, the volume of construction still remains high, which in turn has led to challenges in acquiring a certain type of professional subcontracting. If new construction volumes do decline, it is expected to have a two-fold impact on renovation construction markets. As pressure eases in the construction value chain, the availability of resources will improve and quality is projected to increase, but on the other hand competition for large-scale renovation projects in particular is estimated to increase.
The Confederation of Finnish Construction Industries RT estimates that renovation construction will continue to grow approximately 1.8 percent in 2019. Euroconstruct's forecast for renovation construction growth is 1.8 percent. Over half of renovation constructions are housing repairs. A significant portion of renovation construction growth comes from repairing apartment buildings in growth centres. The general economic climate does not impact renovations nearly as much as it does new construction. The demand for technical repairs such as pipeline, electric and facade renovations have a greater impact, as does the profitability of
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renovations. The Finnish Real Estate Federation published a renovation barometer in autumn 2018 that indicated moderate growth expectations for renovation construction in housing companies in 2019. According to the barometer, growth expectations were strongest in the Greater Helsinki area. The majority of the renovation barometer's respondents said that the current general economic climate does not have an impact on the realisation of renovation projects.
The Finnish Association of HPAC Technical Contractors' April review conveys that the turn in construction is visible in the expectations of HPAC contractors and that interest is now shifting from new construction to renovations. At the time of the survey about 80% of HPAC contractors felt that the economic climate in new construction was at least satisfactory. 86% of the respondents felt that the economic climate was at least satisfactory in renovation construction and maintenance.
Demand for renovations, technical building services and building technology maintenance services is sustained by the ageing building stock, stricter energy efficiency requirements, urbanisation, the need to adapt buildings to new uses, the development of building automation, and the ageing population's need for accessible buildings. Climate change is also increasing the demand for facade renovations and facade maintenance in particular.
Group structure
Consti is one of Finland's leading companies focused on renovation contracting and technical building services. Consti offers comprehensive renovation and building technology services to housing companies, corporations, investors and the public sector in Finland's growth centres.
On 6 February 2019, Consti Group Plc's Board of Directors decided to launch a program to improve the company's profitability and competitiveness. The essence of the program is to create a customer-oriented organisation structure, which moves leadership closer to production at the work sites and fosters the efficient organising of internal support services. The new organisation has been effective since 18 February 2019.
New organisational structure has four business areas: Housing Companies, Corporations, Public Sector and Building Technology. All these also contain Servicing and maintenance services which is not reported as its own business area. Consti however reports its Service operations' sales per financial year. Consti's Service business includes service contracting as well as technical repair and maintenance services to contract customers.
Business areas are reported in one segment. In addition, Consti reports net sales for each business area.
The Group's parent company is Consti Group Plc. The business areas operate in three subsidiaries completely owned by the parent company: Consti Talotekniikka Oy (Technical Building Services), Consti Julkisivut Oy (Building Facades) and Consti Korjausurakointi Oy (Renovation Contracting).
Long-term goals
Consti's goal is to grow in the company's current market areas and to broaden the offering of Consti's full services to Finland's growth centres. The company is seeking to accomplish both organic growth and growth through acquisitions.
The company's long-term financial goals are to achieve:
- Annual average net sales growth of at least 10 percent
- Adjusted EBIT margin of over 5 percent
- Cash conversion ratio of over 90 percent
- Net debt and adjusted EBITDA rate of under 2.5 whilst maintaining an efficient capital structure
- The Company's aim is to distribute as dividends at least 50 percent of the Company's annual net profit
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Sales, result and order backlog
Consti Group's January-March net sales 2019 grew 18.0 percent and were 73.5 (62.3) million euro. Housing Companies net sales were 28.3 (17.9), Corporations net sales were 27.6 (26.0) Public Sector net sales were 5.3 (3.0) and Building Technology net sales were 16.4 (17.9) million euro.
Net sales grew in Housing Companies, Corporations and Public Sector but decreased in Building Technology. Net sales grew in Housing Companies business area especially in facade renovations in the Greater Helsinki area. In Corporations business area, the majority of growth came from business in the Greater Helsinki area and Tampere. Public Sector business area's net sales grew as planned in relation to the low levels of the comparison period. The net sales of Building Technology business area decreased as expected due to previously introduced new operating models and more disciplined bidding processes.
Operating result for January-March decreased from previous year and was -0.4 (-0.2) million euro. Operating result from net sales was -0.5 (-0.3) percent. Profitability development was mainly positive in the fiscal period, but executing the remaining performance obligations in an individual building purpose modification project had a negative impact on the result. The project in question commenced in 2017 and it will be finished during the first half of 2019.
Order backlog decreased 5.0 percent and was 237.8 (250.2) million euro. New order intake value in January-March grew 1.1 percent. During the fiscal period, Consti agreed upon for example two comprehensive renovation projects worth approximately 38 million euro with Helsingin kaupungin asunnot Oy.
Investments and business combinations
Investments into intangible and tangible assets in January-March were 0.2 (0.4) million euro, which is 0.3 (0.6) percent of the company's sales. The largest investments were made into property, plant and equipment, which primarily include machinery and equipment purchases.
Cash flow and financial position
The operating cash flow in January-March before financing items and taxes was -3.2 (-7.4) million euro. Free cash flow, i.e. operating cash flow before financing items and taxes less investments in intangible and tangible assets was -3.5 (-7.8) million euro. Cash flow for January-March was affected by the negative operating result and tied up working capital during the period. Tied up working capital was affected by seasonal fluctuation and the volume increase of projects based on other than payment programmes during the fiscal period, and a few large renovation projects' progressing toward handover phase.
Consti Group's cash and cash equivalents on 31 March 2019 were 4.1 (3.5) million euro. In addition, the company has undrawn revolving credit facilities and unused credit limits amounting to 4.0 million euro in total. The Group's interest bearing debt were 28.1 (23.8) million euro. External loans are subject to two financial covenants based on the ratio of the Group's net debt to EBITDA and gearing. On the balance sheet date, the interest bearing net debt was 24.0 (20.3) million euro and the net gearing ratio 92.0 (80.5) percent. Consti Group made an agreement with its financing bank in December 2018 regarding contract changes to the EBITDA calculation principles related to the Group's financial covenant. At the balance sheet date 31 March 2019, the Group's interest-bearing net debt to adjusted EBITDA ratio was under the covenant's maximum level according to the confirmed calculation principles. The adoption of IFRS 16 standard increased the amount of interest-bearing net debt by EUR 3.5 million and raised gearing by approximately 13.5 percentage points, but it will not affect the covenant calculations of the Group's external financing arrangement. The calculation of covenants will continue with the financing bank in accordance with the accounting principles confirmed in the original financing arrangement and in the contract changes made in December 2018.
Consti Group issued on 29 March 2019 a EUR 3.2 million hybrid bond. A hybrid bond is an instrument that is subordinated to certain other debt obligations and is treated as equity on Consti's consolidated financial statements prepared in accordance with IFRS. The amount recognised in equity is EUR 3.1 million after issuing expenses. The bond bears interest at a fixed interest rate of 12.0 per cent until the reset date and thereafter, the interest rate will be determined on each second (2) anniversary of the issue date. The hybrid bond does not have a specified maturity date but Consti is entitled to redeem the hybrid bond for the first
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time on the second (2) anniversary of the issue date, and subsequently, on each annual coupon interest payment date. A hybrid bond does not confer its holder the rights of a shareholder nor does it dilute the holdings of the current shareholders.
The balance sheet total on 31 March 2019 was 115.0 (98.7) million euro. At the end of the reporting period tangible assets in the balance sheet were 7.0 (4.4) million euro. The increase in tangible assets is affected by the adoption of IFRS 16 standard on 1 Jan 2019, the impact of which is described in more detail in the accounting principles included in the financial tables of the interim report. Equity ratio was 27.7 (30.9) percent. Rental liabilities associated with off-balance sheet operational leasing agreements totalled 0.03 (4.8) million euro on 31 March 2019. The decrease in rental liabilities associated with off-balance sheet operational leasing agreements is affected by the adoption of IFRS 16 standard on 1 Jan 2019, the impact of which is described in more detail in the accounting principles included in the financial tables of the interim report.
| MATURITY DISTRIBUTION OF INTEREST-BEARING DEBT (EUR 1,000) | 2019 | 2020 | 2021 | 2022 | 2023 | 2024- | Total |
|---|---|---|---|---|---|---|---|
| Bank loans | 5,455 | 1,520 | 1,492 | 16,749 | 0 | 0 | 25,216 |
| Lease liabilities | 1,474 | 1,093 | 847 | 217 | 16 | 2 | 3,648 |
| Other interest-bearing liabilities | 484 | 334 | 228 | 80 | 2 | 0 | 1,128 |
| Total | 7,412 | 2,948 | 2,567 | 17,046 | 18 | 2 | 29,992 |
Personnel
Consti Group's average personnel count during the reporting period was 1,028 (1,061). The personnel count was 1,016 (1,053) at the end of the reporting period.
At the end of the reporting period 366 employees worked in Housing Companies, 246 in Corporations, 42 in Public Sector and 353 in the Building Technology business area. The parent company employed 9 people.
| PERSONNEL AT PERIOD END | Housing Companies | Corporations | Public Sector | Building Technology | Parent company | Group |
|---|---|---|---|---|---|---|
| 31.3.2019 | 366 | 246 | 42 | 353 | 9 | 1,016 |
Management Team
Consti Group Plc's Management Team at the end of the reporting period consisted of CEO Esa Korkeela and the following persons: Joni Sorsanen, CFO; Risto Kivi, Business Area Director Housing Companies and Public Sector; Jukka Mäkinen, Business Area Director Corporations; Pekka Pöykkö, Business Area Director Building Technology, Markku Kalevo, Bid and Sales Director Housing Companies; Pirkka Lähteinen, Regional Director Corporations, Juha Salminen, CDO and Turo Turja, HR Director.
Important events during the reporting period
Consti Group Plc lowered its guidance for 2018 with a stock exchange release on 14 January 2019 in which the company estimated that its operating result for 2018 will decline compared to 2017. The company previously estimated that "its operating result for 2018 will grow compared to 2017".
Consti announced 7 February 2019, that Consti Group Plc's Board of Directors decided to launch a program to improve the company's profitability and competitiveness. The essence of the program is to create a customer-oriented organisation structure, which moves leadership closer to production at the work sites and fosters the efficient organising of internal support services. The new organisation has been effective since 18 February 2019. The program aims at achieving an approximately 2 million-euro annual cost savings. The sum includes targeted cost savings from actions carried out in the fourth quarter of 2018 to restore the
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performance of low-profitability units. The cost savings are expected to take effect fully from the beginning of 2020 onwards. The impact of the program will be communicated in more detail as plans are specified. The program's costs are estimated to amount to approximately 0.5 million euro and estimated to be fully expended during 2019. Consti's new organisational structure has four business areas: 1. Renovation services for housing corporations (Housing Companies), 2. Renovation services for corporations and investors (Corporations), 3. Renovation services for the public sector (Public Sector); and 4. Building technology contracting and maintenance (Building Technology). Consti altered its segment reporting due to the change in its organisational structure. In the new organisational structure operational segments are the four aforementioned business areas, which are combined into one reportable segment.
Consti Group Plc's Board decided on 1 March 2019 to continue the key employee share-based incentive plan launched in 2016. The plan offers the key employees that belong to the target group of the plan an opportunity to earn the Company's shares as reward by converting half or all of their performance-based bonuses to be earned on the basis of the Company's bonus scheme in 2019 into shares. Before the reward payment, the performance-based bonuses that have been converted into shares will be multiplied by a reward multiplier determined by the Board. The potential reward from the performance period 2019 will be paid to participants partly in shares and partly in cash after a two-year vesting period in 2022. During the performance period 2019, a maximum of 70 key employees will belong to the target group of the plan, including the members of the Management Team. The rewards to be paid for the performance period 2019 will amount up to a maximum total of approximately 450,000 Consti Group Plc shares at the prevailing share price level, including also the cash portion, providing that all of the key employees that belong to the target group of the plan decide to participate and convert their performance-based bonuses entirely into shares.
Consti Group Plc published on 6 March 2019 historical financial information for new business areas. Due to the Consti Group's management structure, the nature of its operations and the similarity of the operating segments, the operating segments are combined into a single reporting segment in accordance with IFRS 8. In the release, the quarterly net sales information for 2018 in accordance with the new business area structure were presented, and it was stated that in the future, Consti will report both order backlog and order intake as Group level information.
Consti Group Plc announced on 7 March 2019 that it is considering issuance of a hybrid bond with an expected size of EUR 10 million. The potential issuance is expected to be launched in the near future, subject to market conditions. The net proceeds of the issuance would be used for general corporate purposes.
Consti Group Plc announced 22 March 2019 on issuance of a EUR 3.2 million hybrid bond. The bond bears interest at a fixed interest rate of 12.0 per cent until the reset date and thereafter, the interest rate will be determined on each second (2) anniversary of the issue date. The hybrid bond does not have a specified maturity date but Consti is entitled to redeem the hybrid bond for the first time on the second (2) anniversary of the issue date, and subsequently, on each annual coupon interest payment date. The issue date was 29 March 2019. The net proceeds of the issuance will be used for general corporate purposes. A hybrid bond is an instrument that is subordinated to certain other debt obligations and is treated as equity on Consti's consolidated financial statements prepared in accordance with IFRS. A hybrid bond does not confer its holder the rights of a shareholder nor does it dilute the holdings of the current shareholders.
Shares and share capital
Consti Group Plc's share capital on 31 March 2019 was 80 000 euro and the number of shares 7,858,267. Consti Group Plc held 173,031 of these shares. The Company has a single series of shares, and each share entitles its holder to one vote at the General Meeting of the company and to an equal dividend. The Company's shares have no par value. Consti Group Plc's shares are added into the Book-Entry Securities System.
Trade at Nasdaq Helsinki
Consti Group Plc has been listed in the Helsinki Stock Exchange main list since 15 December 2015. The trade symbol is CONSTI. On the Nordic list Consti Group Plc is classified a small cap company within the Industrials sector. During 1 January – 31 March 2019 Consti Group Plc's lowest share price was 5.04 (7.76) euro and the highest 6.02 (9.52) euro. The share's trade volume weighted average price was 5.30 (8.76)
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euro. At the close of the stock day 29 March 2019, the share value was 5.60 (8.10) euro and the Company's market value was 44.0 (63.7) million euro.
Related-party transactions
Consti Group Plc issued on 29 March 2019 a EUR 3.2 million hybrid bond. Persons in managerial positions in the Company subscribed in total EUR 1.5 million of the hybrid bond. Consti Group Plc published detailed information on managers transactions on 27 March 2019.
Change in Disclosure Policy
Consti has decided to modify its disclosure policy regarding the disclosure of customer contracts.
The new disclosure policy for customer contracts is: "Significant projects, as well as service and maintenance agreements are disclosed. Contracting projects that do not create insider information remain confidential if agreed so with the customer. Projects are disclosed if they are valued at 40 (forty) million euro and maintenance and service agreements if they are valued at 10 (ten) million euro. Projects and contracts can be disclosed also when operations are expanded geographically or if a new service is introduced."
The old disclosure policy for customer contracts was: "Significant projects, as well as service and maintenance agreements are disclosed. Contracting projects that do not create insider information remain confidential if agreed so with the customer. Projects are disclosed if they are valued at 20 (twenty) million euro and maintenance and service agreements if they are valued at 2 (two) million euro. Projects and contracts can be disclosed also when operations are expanded geographically or if a new service is introduced."
Outlook for 2019
Growth is expected to continue in renovation construction in 2019. The Confederation of Finnish Construction Industries RT estimated in its April 2019 review of market conditions that renovation construction in Finland will grow 1.8 percent from the previous year. Construction market forecasting network Euroconstruct published a growth estimate in November 2018, in which it estimated growth at 1.8 percent.
The latest statistics on new construction permissions and commenced projects indicate that construction will slow down after a long period of growth, as economic growth calms down. Despite the development in the number of permissions and commenced projects, the volume of construction still remains high, which in turn has led to challenges in acquiring a certain type of professional subcontracting. If new construction volumes do decline, it is expected to have a two-fold impact on renovation construction markets. As pressure eases in the construction value chain, the availability of resources will improve and quality is projected to increase, but on the other hand competition for large-scale renovation projects in particular is estimated to increase.
The Company estimates that its operating result for 2019 will improve compared to 2018.
Significant risks and risk management
Consti divides risks into strategic and operative risks, financing risks and risks of injury or damage.
Risks pertain to defining and carrying out strategy. Consti's goal is to grow in its central businesses in its current market areas and also expand its full offering to Finland's other growth centres. In addition, we aim to increase maintenance and service contracting work, i.e. our Service business, so it amounts to a larger share of our net sales. Our strategy includes both organic growth and acquisitions. Risks related to acquisitions are managed with careful deal preparation and integration monitoring. Market risks are controlled by actively following the market and adjusting operations as necessary.
Operative risks relate to clients and project operations, personnel, subcontractors, suppliers, legislation and legal claims. Consti has a wide customer base that consists of housing companies, municipalities and other public-sector operators, real estate investors as well as corporations and industrial players. Our broad
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customer base decreases risks related to both individual projects and the market environment. A substantial part of Consti Group's business comes from tendered projects and services. The Company and its business areas have procedures that determine which tenders Consti participates in and what the decision making processes regarding these projects are. Consti's jointly agreed upon procedures for internal tender calculation and authorisation for decision making are also central to tender processes.
Our success depends to a large extent on how well we are able to acquire, motivate and retain professional personnel and upkeep our employees' competence. Personnel turnover risk will be kept at minimum with for example continuous training and by supporting voluntary training. Personnel risks also include possible human errors and misconducts. These risks are managed with careful recruiting, orientation, work supervision and with ethical guidelines created for supervisors. Subcontractor and supplier risks are managed with meticulously made contracts, long term partnerships and regular assessments of the subcontractor and suppliers' financial position. Changes in building, environmental protection, workforce and work safety legislation as well as taxation and financial re-porting all have an impact on Consti's operating possibilities.
Risks relating to legal proceedings are managed with meticulous contract preparation and monitoring, the highest possible work quality, and liability insurance. The Group has ongoing and pending legal cases relating to normal business. It is difficult to predict the outcome of these proceedings, but provisions based on the best possible estimate have been recorded in those cases where such provisions are estimated necessary.
Risks pertaining to injuries or damage include injuries, environmental risks, and ICT risks. Consti strives to follow all applicable regulation aimed at protecting employees, and occupational safety is emphasized in all our actions. The most significant environmental risks are related to environmentally harmful substances which may be produced for example in deconstruction waste processing, or caused by neglects in end-storage. In addition, operations can cause noise, construction dust and tremor to nearby surroundings. Consti abides by legislation, regulation, permit procedures and authority regulations regarding construction, the materials used in building, storage, recycling, waste disposal and other environmental issues. ICT risk are assessed and managed in cooperation between the Group's ICT function and business areas and together with partners.
Consti Group's business has financial risks. Financial risks include interest rate, credit and liquidity risks as well as risk relating to the realisation of payments from long-term contract and service agreements.
The Group's risks related to market rate fluctuations are due largely to the Group's long-term variable interest rate loans. Consti monitors the sensitivity of its loans to changes in interest rates and the effect such changes would have on the Group's results prior to taxes. Consti's credit risk is related to customers who have unpaid invoices or with whom Consti has long-term contracts as well as counterparties to cash and cash equivalents and derivative agreements. The businesses credit risk is managed for instance with advance payments, front-loaded payment schedules for projects and by examining client backgrounds.
The Group strives to ensure the availability and flexibility of financing with sufficient credit limit reserves and sufficiently long loan periods. The Group's working capital management makes every effort to ensure that it abides to covenants included in interest bearing loans, which in turn determine the capital structure provisions. Consti Group made an agreement with its financing bank in December 2018 regarding contract changes to the EBITDA calculation principles related to the Group's financial covenant. At the balance sheet date 31 March 2019, the Group's interest-bearing net debt to adjusted EBITDA ratio was under the covenant's maximum level according to the confirmed calculation principles. The financial covenant's degree is continuously monitored and assessed in relation to net debt and EBIT realisations and predictions.
There is a risk that revenue and results of operations from long-term contracts recognised using the percentage-of-completion method and presented by financial year do not necessarily correspond to an even distribution of the final overall result over the contract period. Calculating the total result of a contract involves estimates of the total cost of completing the contract and the progress of the work to be invoiced. If the estimates of the final result of the contract change, the effect of this is reported in the period when the change first became known and could be estimated.
Goodwill is based on management estimates. Goodwill recognised on Consti's balance sheet is not amortised, but it is tested for impairment annually or if necessary more often by the Group.
A detailed description of risks related to Consti and its operating environment and business, as well as the Group's risk management are presented in the Board of Directors' Report published in Consti's annual report
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- Financial risks and their management is described in detail in note 17 to the financial statements "Financial risk management".
Hotel St. George construction project
Consti Group Plc's subsidiary Consti Korjausurakointi Oy has initiated on 17 August 2018 arbitration proceedings in accordance with the Arbitration Rules of the Finland Chamber of Commerce against Kiinteistö Oy Yrjönkatu 13, which relates to the construction project for Hotel St. George. This disagreement has arisen between Consti Korjausurakointi Oy and Kiinteistö Oy Yrjönkatu 13 relating to the project management agreement signed on 21 December 2015, which concerns the construction project for Hotel St. George. In addition, the disagreement relates to a so-called rush contract signed on 1 December 2017. The construction project for Hotel St. George has been completed and handed over to the client.
Consti Korjausurakointi Oy demands payments from Kiinteistö Oy Yrjönkatu 13 based on the above-mentioned contracts. The amount of capital of Consti's settlement requirement has been stipulated as approximately 13 million euro in the statement of claim sent to the arbitral tribunal on 28 February 2019. Consti Korjausurakointi Oy has received a response from Kiinteistö Oy Yrjönkatu 13 with respect to Consti Korjausurakointi Oy's request for the initiation of arbitration proceedings dated 17 August 2018. In its response to the Arbitration Institute of the Finland Chamber of Commerce, Kiinteistö Oy Yrjönkatu 13 has denied claims stated by Consti Korjausurakointi Oy in its request for the initiation of arbitration proceedings, and announced to file a counterclaim against Consti Korjausurakointi Oy in the upcoming arbitration proceedings. Kiinteistö Oy Yrjönkatu 13 has tentatively notified to present claims against Consti Korjausurakointi Oy for the amount of capital approximately up to EUR 20 million. The amount does not include VAT. In addition, Kiinteistö Oy Yrjönkatu 13 claims interest payments and compensation for legal expenses from Consti Korjausurakointi Oy. Consti Korjausurakointi Oy considers the claims of Kiinteistö Oy Yrjönkatu 13 to be unfounded.
To the best of its ability, Consti has taken the disagreement into consideration in its financial reporting. In the future, Consti will disclose information on this matter, on the final claims presented and on the relevance of this matter to the company's financial position as necessary in connection with interim reports and by separate releases, as necessary.
Events after the reporting period
The Annual General Meeting 2019 and Board authorisations
The Annual General Meeting of Shareholders of Consti Group Plc held on 2 April 2019 adopted the Financial Statements and discharged the Members of the Board of Directors and the CEO from liability for the financial year 1 January - 31 December 2018. The Annual General Meeting resolved that no dividend will be paid for the financial year 2018.
The Annual General Meeting resolved that the Board of Directors consists of six members. The current members of the Board of Directors, Tapio Hakakari, Antti Korkeela, Erkki Norvio, Petri Rignell and Pekka Salokangas were re-elected and Anne Westersund was elected as a new member to the Board of Directors for the following term of office.
Authorised Public Accounting firm Ernst & Young Ltd was elected as the Auditor of the Company and Mikko Rytilahti, Authorised Public Accountant, will act as the Responsible Auditor.
It was resolved that the annual remuneration of the members of the Board of Directors is paid as follows: The Chairman of the Board of Directors is paid EUR 36,000 and members of the Board of Directors are each paid EUR 24,000. It was resolved that the remuneration for the Auditor shall be paid according to the Auditor's reasonable invoice.
The Board of Directors was authorised to resolve on the repurchase of a maximum of 580 000 shares in the Company in one or several tranches by using funds in the unrestricted shareholders' equity. The shares may be repurchased for the price formed at the moment of purchase on public trading or for the price otherwise formed on the markets. The own shares may be purchased by deviating from the shareholders' pre-emptive rights (directed repurchase). The shares may be repurchased in order to, for example, carry out the
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Company's share-based incentive plan. The Board of Directors is authorized to decide on how repurchase is carried out and on all other matters related to the repurchase of shares.
The Board of Directors was authorised to resolve on the share issue and the issuance of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Companies Act in one or several tranches, either against payment or without payment. The aggregate amount of shares to be issued, including the shares to be received based on special rights, shall not exceed 780,000 shares. The Board of the Directors may resolve to issue either new shares or to transfer treasury shares potentially held by the Company. The Board of Directors is authorized to decide on all other matters related to the issuance of shares and special rights, including on a deviation from the shareholders' pre-emptive rights. The authorization is used, for example, to carry out the Company's share-based incentive plan or for other purposes resolved by the Board of Directors.
These authorizations replace previous authorizations of the Board of Directors and they shall be valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2020.
Organising Meeting of the Board of Directors
The Board of Directors elected by the Annual General Meeting of Shareholders of Consti Group Plc on 2 April 2019 held its organising meeting and elected Tapio Hakakari as the Chairman of the Board and Erkki Norvio as the Deputy Chairman of the Board. The Board of Directors appointed Petri Rignell, Erkki Norvio, Tapio Hakakari and Pekka Salokangas as members of the Nomination and Compensation Committee. The Board of Directors has not established other committees.
Q1 | 10
CONSTI
INTERIM REPORT 1.1. - 31.3.2019: FINANCIAL TABLES
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (EUR 1.000) | 1-3 / 2019 | 1-3 / 2018 | Change % | 1-12 / 2018 |
|---|---|---|---|---|
| Net sales | 73,480 | 62,267 | 18.0 % | 315,762 |
| Other operating income | 303 | 148 | 105.3 % | 731 |
| Materials and services | -56,103 | -43,757 | -28.2 % | -233,181 |
| Employee benefit expenses | -14,234 | -14,490 | 1.8 % | -62,170 |
| Depreciation | -883 | -432 | -104.7 % | -1,662 |
| Other operating expenses | -2,961 | -3,937 | 24.8 % | -21,606 |
| Operating profit/loss (EBIT) | -398 | -201 | -98.4 % | -2,126 |
| Financial income | 5 | 9 | -40.4 % | 23 |
| Financial expenses | -215 | -169 | -27.2 % | -734 |
| Total financial income and expenses | -210 | -160 | -31.1 % | -711 |
| Profit/loss before taxes (EBT) | -608 | -360 | -68.6 % | -2,837 |
| Total taxes | 122 | 74 | 63.6 % | 507 |
| Profit/loss for the period | -486 | -286 | -69.8 % | -2,330 |
| Comprehensive income for the period 1) | -486 | -286 | -69.8 % | -2,330 |
| Earnings per share attributable to equity holders of parent company | ||||
| Earnings per share, undiluted (EUR) | -0.08 | -0.04 | -100.0 % | -0.30 |
| Earnings per share, diluted (EUR) | -0.08 | -0.04 | -100.0 % | -0.30 |
1) The group has no other comprehensive income items.
Q1 | 11
CONSTI
| CONSOLIDATED BALANCE SHEET (EUR 1,000) | 31 Mar 2019 | 31 Mar 2018 | Change % | 31 Dec 2018 |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Property, plant and equipment | 6,985 | 4,427 | 57.8 % | 3,908 |
| Goodwill | 48,604 | 48,604 | 0.0 % | 48,604 |
| Other intangible assets | 336 | 233 | 44.2 % | 254 |
| Shares and other non-current financial assets | 17 | 17 | 0.0 % | 17 |
| Deferred tax receivables | 1,167 | 751 | 55.4 % | 1,356 |
| Total non-current assets | 57,110 | 54,033 | 5.7 % | 54,139 |
| Current assets | ||||
| Inventories | 578 | 651 | -11.2 % | 650 |
| Trade and other receivables | 53,275 | 40,552 | 31.4 % | 53,049 |
| Cash and cash equivalents | 4,085 | 3,502 | 16.7 % | 3,203 |
| Total current assets | 57,939 | 44,705 | 29.6 % | 56,902 |
| TOTAL ASSETS | 115,048 | 98,738 | 16.5 % | 111,041 |
| EQUITY AND LIABILITIES | ||||
| Equity attributable to owners of the parent company | 22,900 | 25,203 | -9.1 % | 23,418 |
| Hybrid bond | 3,200 | 0 | 0 | |
| Total Equity | 26,100 | 25,203 | 3.6 % | 23,418 |
| Non-current liabilities | ||||
| Interest-bearing liabilities | 20,903 | 20,169 | 3.6 % | 19,186 |
| Total non-current liabilities | 20,903 | 20,169 | 3.6 % | 19,186 |
| Current liabilities | ||||
| Trade and other payables | 37,649 | 31,091 | 21.1 % | 42,622 |
| Advances received | 20,786 | 17,133 | 21.3 % | 19,020 |
| Interest-bearing liabilities | 7,184 | 3,628 | 98.0 % | 3,600 |
| Provisions | 2,427 | 1,514 | 60.3 % | 3,195 |
| Total current liabilities | 68,045 | 53,366 | 27.5 % | 68,437 |
| TOTAL EQUITY AND LIABILITIES | 115,048 | 98,738 | 16.5 % | 111,041 |
Q1 | 12
CONSTI
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (EUR 1,000) | Equity attributable to owners of the parent company | ||||||
|---|---|---|---|---|---|---|---|
| Share capital | Reserve for invested non-restricted equity | Treasury shares | Retained earnings | Total | Hybrid bond | Total equity | |
| Equity on 31 December 2018 | 80 | 28,252 | -601 | -4,313 | 23,338 | 23,418 | |
| Total comprehensive income | -486 | -486 | -486 | ||||
| Hybrid bond | -105 | -105 | 3,200 | 3,096 | |||
| Purchase of own shares | -18 | -18 | -18 | ||||
| Conveyance of own shares | 273 | 273 | 273 | ||||
| Share-based incentive | -183 | -183 | -183 | ||||
| Transactions with shareholders, total | 256 | -183 | 73 | 73 | |||
| Equity on 31 March 2019 | 80 | 28,252 | -345 | -5,087 | 22,820 | 3,200 | 26,100 |
| Equity on 31 December 2017 | 80 | 28,252 | -601 | -2,450 | 25,201 | 25,281 | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Changes in accounting principles (IFRS 2) | 116 | 116 | 116 | ||||
| Equity on 1 January 2018 | 80 | 28,252 | -601 | -2,334 | 25,317 | 25,397 | |
| Total comprehensive income | -2,330 | -2,330 | -2,330 | ||||
| Share-based incentive | 351 | 351 | 351 | ||||
| Transactions with shareholders, total | 351 | 351 | 351 | ||||
| Equity on 31 December 2018 | 80 | 28,252 | -601 | -4,313 | 23,338 | 23,418 |
Q1 | 13
CONSTI
| CONSOLIDATED STATEMENT OF CASH FLOWS (EUR 1,000) | 1-3/2019 | 1-3/2018 | 1-12/2018 |
|---|---|---|---|
| Cash flows from operating activities | |||
| Operating profit/loss | -398 | -201 | -2,126 |
| Adjustments: | |||
| Depreciation | 883 | 432 | 1,662 |
| Other adjustments | 58 | 141 | 118 |
| Change in working capital | -3,783 | -7,820 | -5,469 |
| Operating cash flow before financial and tax items | -3,239 | -7,448 | -5,815 |
| Financial items, net | -210 | -160 | -711 |
| Taxes paid | -38 | -383 | -184 |
| Net cash flow from operating activities | -3,487 | -7,990 | -6,711 |
| Cash flows from investing activities | |||
| Investments in tangible and intangible assets | -237 | -353 | -1,325 |
| Investments in right-of-use assets (IFRS 16) | 0 | 0 | 0 |
| Proceeds from sale of property, plant and equipment | 69 | 118 | 524 |
| Net cash flow from investing activities | -168 | -235 | -801 |
| Cash flows from financing activities | |||
| Purchase of own shares | -18 | 0 | 0 |
| Hybrid bond | 3,096 | 0 | 0 |
| Payments of long-term liabilities | 0 | 0 | -1,000 |
| Change in lease liabilities | -498 | 0 | 0 |
| Change in other interest-bearing liabilities | 1,957 | 2,075 | 2,063 |
| Net cash flow from financing activities | 4,537 | 2,075 | 1,063 |
| Change in cash and cash equivalents | 882 | -6,150 | -6,449 |
| Cash and cash equivalents at period start | 3,203 | 9,652 | 9,652 |
| Cash and cash equivalents at period end | 4,085 | 3,502 | 3,203 |
Q1 | 14
CONSTI
Accounting principles
Consti Group Plc's interim financial report has been prepared for the accounting period of 1 January – 31 March 2019 according to the IAS 34 Interim Financial reporting principles. Consti has abided by the same accounting principles in its interim financial reporting as in its IFRS financial statement 2018 with the exception of the changes in accounting principles described below. The information presented in the interim reports are not audited. All figures in these accounts have been rounded. Consequently, the sum of individual figures can deviate from the presented sum figure. The preparation of the financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the valuation of the reported assets and liabilities, and the recognition of income and expenses in the statement of income. Although the estimates are based on the management's best knowledge of current events and actions, actual results may differ from the values given in interim reports.
Changes in accounting principles
IFRS 16 Leases
Consti Group Plc took the IFRS 16 'Leases' standard into use on 1 Jan 2019 using the modified retrospective approach by recognising the cumulative effect of initially applying the standard in the opening balance sheet as at 1 January 2019, thus comparative information were not restated. The reporting period 1 January – 31 March 2019 was the first quarter during which the Group abided to regulation in the IFRS 16 standard.
According to IFRS 16, the lessee is required to recognise assets and liabilities for nearly all leases. There are optional exemptions for short-term leases and leases of low-value items which Consti utilised in the adoption of the standard.
The most significant impact identified is that Consti recognised new assets and liabilities, mainly for its operating leases of facilities and vehicles. In addition, the nature of expenses related to those leases changed as IFRS 16 replaced the operating lease expense with a depreciation charge for right-of-use assets and interest expense on lease liabilities reported under financing expenses. The adoption of new standard also had an impact on the presentation of the consolidated statement of cash flows as realised rent payments were allocated to cash flow from financing activities for the portion corresponding to part payment of debt and to cash flow from operating activities for the portion corresponding to finance costs.
As a result of adopting the standard, Consti recognised right-of-use assets and respective lease liabilities of EUR 4.0 million as of 1 January 2019. EUR 0.2 million of the recognised right-of-use assets and lease liabilities are related to the earlier finance leases recognised according to IAS 17 resulting an increase of EUR 3.8 million in right-of-use assets and lease liabilities compared to 31 Dec 2018 reported figures.
Impact of IFRS 16 adoption on balance sheet 31 Dec 2018
| CONSOLIDATED BALANCE SHEET (EUR 1,000) | 31 Dec 2018 reported | IFRS 16 impact | 1 Jan 2019 |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 3,908 | 3,730 | 7,639 |
| Goodwill | 48,604 | 48,604 | |
| Other intangible assets | 254 | 112 | 365 |
| Shares and other non-current financial assets | 17 | 17 | |
| Deferred tax receivables | 1,356 | 1,356 | |
| Total non-current assets | 54,139 | 3,842 | 57,981 |
| Current assets | |||
| Inventories | 650 | 650 | |
| Trade and other receivables | 53,049 | 53,049 | |
| Cash and cash equivalents | 3,203 | 3,203 | |
| Total current assets | 56,902 | 56,902 | |
| TOTAL ASSETS | 111,041 | 3,842 | 114,883 |
| EQUITY AND LIABILITIES | |||
| Equity | 23,418 | 23,418 | |
| Non-current liabilities | |||
| Interest-bearing liabilities | 19,186 | 2,072 | 21,257 |
| Total non-current liabilities | 19,186 | 2,072 | 21,257 |
| Current liabilities | |||
| Trade and other payables | 42,622 | 42,622 | |
| Advances received | 19,020 | 19,020 | |
| Interest-bearing liabilities | 3,600 | 1,770 | 5,370 |
| Provisions | 3,195 | 3,195 | |
| Total current liabilities | 68,437 | 1,770 | 70,208 |
| TOTAL EQUITY AND LIABILITIES | 111,041 | 3,842 | 114,883 |
CONSTI
The impact of the leases recognised in balance sheet on Consti's 1 Jan - 31 March 2019 rental expenses was EUR +525 thousand, on depreciations EUR -510 thousand and on financial expenses EUR -27 thousand. The effect on Consti's 1 Jan - 31 March 2019 EBITDA was EUR +525 thousand, on EBIT EUR +15 thousand and on profit/loss before taxes EUR -12 thousand. The impact on Consti's 1 Jan - 31 March 2019 cash flow from operating activities was EUR +498 thousand and on cash flow from financing activities EUR -498 thousand.
The impact of the leases recognised in balance sheet on Consti's 1 Jan - 31 March 2019 profit or loss, balance sheet and cash flow is presented in tables below in more detail:
| CLASSIFICATION OF AMOUNTS RECOGNISED IN BALANCE SHEET AND PROFIT OR LOSS ACCORDING TO IFRS 16 (EUR 1,000) | Right-of-use assets | ||||
|---|---|---|---|---|---|
| Buildings and structures | Machinery and equipment | Other intangible assets | Total | Lease liabilities | |
| 31 Dec 2018 | - | 170 | - | 170 | 170 |
| The effect of IFRS 16 adoption | 2,610 | 1,120 | 112 | 3,842 | 3,842 |
| 1 Jan 2019 | 2,610 | 1,290 | 112 | 4,012 | 4,012 |
| Additions | - | - | - | - | - |
| Depreciations | -353 | -150 | -6 | -510 | - |
| Interest expense | - | - | - | - | 27 |
| Payments | - | - | - | - | -525 |
| 31 March 2019 | 2,257 | 1,140 | 106 | 3,502 | 3,514 |
| CONSOLIDATED STATEMENT OF CASH FLOWS 1-3/2019 (EUR 1,000) | w/o IFRS 16 impact | IFRS 16 impact | IFRS | ||
| --- | --- | --- | --- | ||
| Cash flows from operating activities | |||||
| Operating profit/loss | -413 | 15 | -398 | ||
| Adjustments: | |||||
| Depreciation | 374 | 510 | 883 | ||
| Other adjustments | 58 | 58 | |||
| Change in working capital | -3,783 | -3,783 | |||
| Operating cash flow before financial and tax items | -3,764 | 525 | -3,239 | ||
| Financial items, net | -182 | -27 | -210 | ||
| Taxes paid | -38 | -38 | |||
| Net cash flow from operating activities | -3,985 | 498 | -3,487 | ||
| Cash flows from investing activities | |||||
| Investments in tangible and intangible assets | -237 | -237 | |||
| Investments in right-of-use assets (IFRS 16) | 0 | 0 | |||
| Proceeds from sale of property, plant and equipment | 69 | 69 | |||
| Net cash flow from investing activities | -168 | -168 | |||
| Cash flows from financing activities | |||||
| Purchase of own shares | -18 | -18 | |||
| Hybrid bond | 3,096 | 3,096 | |||
| Change in lease liabilities | 0 | -498 | -498 | ||
| Change in other interest-bearing liabilities | 1,957 | 1,957 | |||
| Net cash flow from financing activities | 5,034 | -498 | 4,537 | ||
| Change in cash and cash equivalents | 882 | 0 | 882 | ||
| Cash and cash equivalents at period start | 3,203 | 3,203 | |||
| Cash and cash equivalents at period end | 4,085 | 4,085 | |||
| Free cash flow | -4,001 | 525 | -3,476 | ||
| EBITDA | -39 | 525 | 486 | ||
| Cash conversion, % | n/a | n/a |
Q1 | 16
CONSTI
Business areas
| NET SALES BY BUSINESS AREA (EUR 1,000) | 1-3 / 2019 | 1-3 / 2018 | Change % | 1-12 / 2018 |
|---|---|---|---|---|
| Housing Companies | 28,314 | 17,854 | 58.6 % | 104,331 |
| Corporations | 27,648 | 25,988 | 6.4 % | 134,292 |
| Public Sector | 5,266 | 3,008 | 75.1 % | 18,016 |
| Building Technology | 16,377 | 17,877 | -8.4 % | 75,174 |
| Parent company and eliminations | -4,125 | -2,459 | -67.8 % | -16,050 |
| Total net sales | 73,480 | 62,267 | 18.0 % | 315,762 |
| NET SALES CLASSIFICATION ACCORDING TO IFRS 15 (EUR 1,000) | 1-3 / 2019 | 1-3 / 2018 | Change % | 1-12 / 2018 |
| --- | --- | --- | --- | --- |
| Project deliveries | ||||
| Housing Companies | 28,016 | 17,429 | 60.7 % | 101,511 |
| Corporations | 25,702 | 24,486 | 5.0 % | 126,653 |
| Public Sector | 5,266 | 3,008 | 75.1 % | 18,016 |
| Building Technology | 14,123 | 15,298 | -7.7 % | 65,120 |
| Parent company and eliminations | -4,125 | -2,459 | -67.8 % | -16,050 |
| Total project deliveries | 68,981 | 57,761 | 19.4 % | 295,248 |
| Other cost + fee projects and service contracts | ||||
| Housing Companies | 297 | 425 | -30.1 % | 2,820 |
| Corporations | 1,948 | 1,502 | 29.7 % | 7,639 |
| Public Sector | 0 | 0 | 0 | |
| Building Technology | 2,254 | 2,579 | -12.6 % | 10,054 |
| Parent company and eliminations | 0 | 0 | 0 | |
| Total other cost + fee projects and service contracts | 4,499 | 4,506 | -0.2 % | 20,514 |
| Total net sales | 73,480 | 62,267 | 18.0 % | 315,762 |
Group liabilities
| GROUP LIABILITIES (EUR 1,000) | 31 Mar 2019 | 31 Mar 2018 | 31 Dec 2018 |
|---|---|---|---|
| Other liabilities | |||
| Leasing and rental liabilities | 31 | 4,759 | 3,935 |
The decrease in rental liabilities associated with off-balance sheet operational leasing agreements is affected by the adoption of IFRS 16 standard on 1 Jan 2019, the impact of which is described in more detail in the accounting principles above.
Q1 | 17
CONSTI
Key figures
| KEY FIGURES (EUR 1,000) | 1-3 / 2019 | 1-3 / 2018 | 1-12 / 2018 |
|---|---|---|---|
| INCOME STATEMENT | |||
| Net sales | 73,480 | 62,267 | 315,762 |
| EBITDA | 486 | 231 | -464 |
| EBITDA margin, % | 0.7 % | 0.4 % | -0.1 % |
| Operating profit/loss (EBIT) | -398 | -201 | -2,126 |
| Operating profit/loss margin, % | -0.5 % | -0.3 % | -0.7 % |
| Profit/loss before taxes (EBT) | -608 | -360 | -2,837 |
| as % of sales | -0.8 % | -0.6 % | -0.9 % |
| Profit/loss for the period | -486 | -286 | -2,330 |
| as % of sales | -0.7 % | -0.5 % | -0.7 % |
| OTHER KEY FIGURES | |||
| Balance sheet total | 115,048 | 98,738 | 111,041 |
| Net interest-bearing debt | 24,001 | 20,295 | 19,582 |
| Equity ratio, % | 27.7 % | 30.9 % | 25.4 % |
| Gearing, % | 92.0 % | 80.5 % | 83.6 % |
| Return on investment, ROI % | -4.5 % | -1.7 % | -4.5 % |
| Free cash flow | -3,476 | -7,801 | -7,140 |
| Cash conversion, % | n/a | n/a | n/a |
| Order backlog | 237,763 | 250,177 | 225,082 |
| Order intake | 73,514 | 72,687 | 228,525 |
| Average number of personnel | 1,028 | 1,061 | 1,093 |
| Number of personnel at period end | 1,016 | 1,053 | 1,046 |
| SHARE RELATED KEY FIGURES | |||
| Earnings per share, undiluted (EUR) | -0.08 | -0.04 | -0.30 |
| Earnings per share, diluted (EUR) | -0.08 | -0.04 | -0.30 |
| Shareholders' equity per share (EUR) | 2.98 | 3.29 | 3.06 |
| Number of shares, end of period | 7,858,267 | 7,858,267 | 7,858,267 |
| Number of outstanding shares, end of period | 7,686,013 | 7,662,216 | 7,662,216 |
| Average number of outstanding shares | 7,666,737 | 7,662,216 | 7,662,216 |
Q1 | 18
CONSTI
Calculation of key figures
| EBITDA = | Operating profit/loss (EBIT) + depreciation, amortisation and impairment |
|---|---|
| Net interest-bearing debt = | Interest-bearing liabilities - cash and cash equivalents |
| Equity ratio (%) = | Equity |
| Total assets - advances received | |
| X 100 | |
| Gearing (%) = | Interest-bearing liabilities - cash and cash equivalents |
| Equity | |
| X 100 | |
| Return on investment, ROI (%) = | Profit/loss before taxes + interest and other financial expenses (r12m) |
| Total equity + interest-bearing liabilities (average) | |
| X 100 | |
| Average number of personnel = | The average number of personnel at the end of each calendar month during the period |
| Number of personnel at period end = | Number of personnel at the end of period |
| Free cash flow = | Net cash flow from operating activities before financial and tax items - investments in intangible and tangible assets |
| Cash conversion (%) = | Free cash flow |
| EBITDA | |
| X 100 | |
| Earnings per share = | Profit/loss attributable to equity holders of the parent company - hybrid bond's transaction costs and accrued unrecognised interests after tax |
| Weighted average number of shares outstanding during the period | |
| X 100 | |
| Shareholders' equity per share (EUR) = | Equity attributable to owners of the parent company |
| Number of outstanding shares, end of period | |
| Adjusted EBITDA = | EBITDA before items affecting comparability (IAC) |
| Adjusted operating profit/loss (EBIT) = | Operating profit/loss (EBIT) before items affecting comparability (IAC) |
| Order backlog = | At the end of the period the unrecognised amount of construction contracts recognised in accordance with the percentage of completion method, including not started ordered project deliveries, long-term service agreements and the part which has not been invoiced in ordered invoice based projects |
| Order intake = | Orders of project deliveries, long-term service agreements and invoice based projects during the period |
Q1 | 19
CONSTI
Quarterly information
| QUARTERLY INFORMATION (EUR 1,000) | Q1/19 | Q4/18 | Q3/18 | Q2/18 | Q1/18 | Q4/17 | Q3/17 | Q2/17 | Q1/17 |
|---|---|---|---|---|---|---|---|---|---|
| Net sales | 73,480 | 96,779 | 78,942 | 77,773 | 62,267 | 86,300 | 77,824 | 78,811 | 57,268 |
| Other operating income | 303 | 372 | 111 | 100 | 148 | 307 | 232 | 168 | 143 |
| Materials and services | -56,103 | -75,290 | -59,971 | -54,162 | -43,757 | -64,540 | -58,567 | -55,468 | -39,749 |
| Employee benefit expenses | -14,234 | -16,880 | -14,957 | -15,843 | -14,490 | -17,275 | -15,031 | -15,397 | -12,479 |
| Other operating expenses | -2,961 | -6,729 | -5,155 | -5,784 | -3,937 | -6,843 | -4,672 | -4,908 | -4,411 |
| EBITDA | 486 | -1,749 | -1,030 | 2,084 | 231 | -2,050 | -214 | 3,206 | 772 |
| EBITDA margin, % | 0.7 % | -1.8 % | -1.3 % | 2.7 % | 0.4 % | -2.4 % | -0.3 % | 4.1 % | 1.3 % |
| Depreciation | -883 | -404 | -406 | -420 | -432 | -540 | -546 | -509 | -494 |
| Operating profit/loss (EBIT) | -398 | -2,153 | -1,437 | 1,664 | -201 | -2,590 | -760 | 2,697 | 278 |
| Operating profit/loss margin, % | -0.5 % | -2.2 % | -1.8 % | 2.1 % | -0.3 % | -3.0 % | -1.0 % | 3.4 % | 0.5 % |
| Financial income | 5 | -20 | 11 | 23 | 9 | -55 | 45 | 21 | 11 |
| Financial expenses | -215 | -160 | -213 | -192 | -169 | -164 | -243 | -223 | -220 |
| Total financial income and expenses | -210 | -180 | -202 | -169 | -160 | -220 | -198 | -202 | -209 |
| Profit/loss before taxes (EBT) | -608 | -2,333 | -1,639 | 1,495 | -360 | -2,810 | -958 | 2,495 | 69 |
| Total taxes | 122 | 406 | 327 | -301 | 74 | 516 | 165 | -499 | -52 |
| Profit/loss for the period | -486 | -1,926 | -1,311 | 1,194 | -286 | -2,294 | -793 | 1,996 | 17 |
| Balance sheet total | 115,048 | 111,041 | 110,181 | 112,582 | 98,738 | 100,810 | 103,226 | 101,130 | 95,197 |
| Net interest-bearing debt | 24,001 | 19,582 | 22,460 | 18,455 | 20,295 | 12,070 | 13,402 | 15,514 | 15,036 |
| Equity ratio, % | 27.7 % | 25.4 % | 28.3 % | 29.3 % | 30.9 % | 28.6 % | 31.9 % | 32.9 % | 37.2 % |
| Gearing, % | 92.0 % | 83.6 % | 88.9 % | 69.7 % | 80.5 % | 47.7 % | 48.6 % | 55.0 % | 49.7 % |
| Return on investment, ROI % | -4.5 % | -4.5 % | -5.3 % | -3.8 % | -1.7 % | -0.7 % | 14.0 % | 23.7 % | 22.8 % |
| Order backlog | 237,763 | 225,082 | 270,072 | 286,201 | 250,177 | 225,721 | 198,759 | 227,907 | 212,910 |
| Order intake | 73,514 | 27,897 | 39,263 | 88,678 | 72,687 | 104,920 | 30,682 | 82,976 | 59,499 |
| Average number of personnel | 1,028 | 1,075 | 1,125 | 1,110 | 1,061 | 1,099 | 1,153 | 1,108 | 993 |
| Number of personnel at period end | 1,016 | 1,046 | 1,104 | 1,153 | 1,053 | 1,079 | 1,117 | 1,165 | 1,029 |
| Earnings per share, undiluted (EUR) | -0.08 | -0.25 | -0.17 | 0.16 | -0.04 | -0.30 | -0.10 | 0.26 | 0.00 |
| Number of outstanding shares, end of period | 7,686,013 | 7,662,216 | 7,662,216 | 7,662,216 | 7,662,216 | 7,662,216 | 7,670,154 | 7,657,048 | 7,657,048 |
| Average number of outstanding shares | 7,666,737 | 7,662,216 | 7,662,216 | 7,662,216 | 7,662,216 | 7,672,147 | 7,669,727 | 7,657,048 | 7,641,652 |
CONSTI
Largest shareholders
| 10 LARGEST SHAREHOLDERS 31 March 2019 | Number of shares | % of shares and voting rights | |
|---|---|---|---|
| 1 | Ilmarinen Mutual Pension Insurance Company | 567,301 | 7.22 % |
| 2 | Evli Suomi Pienyhtiöt Fund | 479,200 | 6.10 % |
| 3 | Danske Invest Suomi Yhteisöosake Fund | 425,818 | 5.42 % |
| 4 | Korkeela Esa | 414,133 | 5.27 % |
| 5 | Kivi Risto | 377,937 | 4.81 % |
| 6 | Op-Suomi Pienyhtiöt Fund | 307,977 | 3.92 % |
| 7 | Kalevo Markku | 298,692 | 3.80 % |
| 8 | Korkeela Antti | 276,894 | 3.52 % |
| 9 | Riikantorppa Oy | 190,000 | 2.42 % |
| 10 | Aktia Capital Fund | 185,850 | 2.37 % |
| Ten largest owners, total | 3,523,802 | 44.84 % | |
| Nominee registered | 1,238,351 | 15.76 % | |
| Others | 3,096,114 | 39.40 % | |
| Total | 7,858,267 | 100.00 % |
In Helsinki, 25 April 2019
Consti Group Plc's Board of Directors
Press conference
A press conference for analysts, portfolio managers, and media will be arranged 26 April 2019 at 10:00 at Hotel Lilla Roberts at Pieni Roobertinkatu 1-3, Helsinki. The conference is hosted by CEO Esa Korkeela and CFO Joni Sorsanen.
Financial communication in 2019
- Half-year report 1-6/2019 will be published 26 July 2019
- Interim report 1-9/2019 will be published 25 October 2019
Further information:
Esa Korkeela, CEO, Consti Group Plc, Tel. +358 40 730 8568
Joni Sorsanen, CFO, Consti Group Plc, Tel. +358 50 443 3045
Distribution
Nasdaq Helsinki
Key media
www.consti.fi
This communication includes future-oriented statements that are based on Consti's managements current assumptions and issues it is aware of as well as its existing decisions and plans. Although the management believes that the future expectations are well-founded, there is no certainty that these expectations will prove to be correct. Thus the results may significantly deviate from the assumptions included in the future-oriented statements as a result of issues such as changes in the economy, markets competitive conditions, legislation and regulations.
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