AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Merko Ehitus

Quarterly Report Feb 7, 2025

2220_10-q_2025-02-07_784a9daa-b92f-471b-b51b-523aa3d094f7.pdf

Quarterly Report

Open in Viewer

Opens in native device viewer

AS MERKO EHITUS GROUP

2024 12 months and IV quarter consolidated unaudited interim report

AS MERKO EHITUS CONSOLIDATED INTERIM REPORT

Commercial Register No.: 11520257

Phone: +372 650 1250 Fax: +372 650 1251

Business name: AS Merko Ehitus

Main activities: Holding companies General contracting of construction Real estate development

Address: Järvevana tee 9G, 11314 Tallinn Postal address: Pärnu mnt 141, 11314 Tallinn E-mail: [email protected] Web site: group.merko.ee

Financial year: 01.01.2024 – 31.12.2024 Reporting period: 01.01.2024 – 31.12.2024

Supervisory Board: Toomas Annus, Indrek Neivelt, Kristina Siimar Management Board: Ivo Volkov, Tõnu Toomik, Urmas Somelar

Auditor: AS PricewaterhouseCoopers

1

BRIEF OVERVIEW OF THE GROUP 3
MANAGEMENT REPORT 5
MANAGEMENT BOARD'S DECLARATION 20
INTERIM FINANCIAL STATEMENTS 21
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 21
CONSOLIDATED STATEMENT OF FINANCIAL POSITION22
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY23
CONSOLIDATED CASH FLOW STATEMENT24
NOTES 25
NOTE 1 ACCOUNTING POLICIES USED25
NOTE 2 OPERATING SEGMENTS 25
NOTE 3 COST OF GOODS SOLD 28
NOTE 4 EARNINGS AND DIVIDENDS PER SHARE29
NOTE 5 CASH AND CASH EQUIVALENTS29
NOTE 6 TRADE AND OTHER RECEIVABLES29
NOTE 7 INVENTORIES 30
NOTE 8 OTHER LONG-TERM LOANS AND RECEIVABLES30
NOTE 9 INVESTMENT PROPERTY30
NOTE 10 PROPERTY, PLANT AND EQUIPMENT 31
NOTE 11 INTANGIBLE ASSETS 31
NOTE 12 BORROWINGS 32
NOTE 13 PAYABLES AND PREPAYMENTS 33
NOTE 14 SHORT-TERM PROVISIONS 33
NOTE 15 OTHER LONG-TERM PAYABLES33
NOTE 16 RELATED PARTY TRANSACTIONS 34
NOTE 17 CONTINGENT LIABILITIES37
DEFINITION OF RATIOS38

BRIEF OVERVIEW OF THE GROUP

Companies in the Merko Ehitus group develop real estate, construct buildings and infrastructure. We operate in the Baltic states.

We create a better living environment and build the future.

Long-term experience, a wide scope of construction services,quality and reliability have made Merko the brand of the leading construction company and apartment developer in the Baltics.

ESTONIA

  • Real estate development
  • Buildings
  • Infrastructure
  • Road construction (separate company
  • Tallinna Teede AS)
  • Concrete works
  • Electrical construction (50% share in AS Connecto Infra)

LATVIA

  • Real estate development
  • Buildings
  • Infrastructure
  • (selected projects)

LITHUANIA

  • Real estate development
  • Buildings
  • Infrastructure (selected projects)
  • PPP-projects

The construction company with the largest equity in the Baltics, long-term capability to self-finance its projects A strong position on the Baltic construction market, the leading residential real estate developer

International quality, environmental protection and occupational safety certificates ISO 9001, ISO 14001, ISO 45001

SHARES

The shares are listed in the Main List of NASDAQ Tallinn since 1997. The main shareholder is AS Riverito (72%)

2024 KEY FIGURES

Revenue 539.0 million euros Net profit 64.7 million euros 605 employees

STRATEGY

AS Merko Ehitus subsidiaries provide construction services in the field of building and infrastructure construction and develop residential real estate in their home markets of Estonia, Latvia and Lithuania. We want to be the preferred partner for those who value quality, both in the performance of construction works and in the development and sale of apartments, as well as in contributing to society. As a caring and development-oriented employer, we ensure that our employees are professional and motivated, each of whom contributes to the joint result of each company, each unit and Merko itself. By focusing on profitability, cost base efficiency and the best employees, we ensure the investor a long-term profitable investment.

MANAGEMENT REPORT COMMENTARY FROM MANAGEMENT

Merko Ehitus posted revenue of EUR 160.4 million and net profit of EUR 19.9 million in Q4 of 2024. The respective figures for the entire year 2024 were EUR 539 million and EUR 64.7 million. Approximately 90% of revenue came from sales of construction services and 53% was earned in Lithuania. In coordination with the supervisory board, the management board of Merko Ehitus proposes to the general shareholder meeting to pay out EUR 1.90 per share as dividends. 2024 12M

According to the management of Merko Ehitus, the solid results of 2024 stemmed from the right decisions in terms of focusing on selected sectors and specific projects, and the teams' superb work both in terms of efficient implementation of projects and management of risks and expenses. In 2024, contracts signed in the turbulent 2021-2022 period, the bulk of the construction on Arter Quarter, the tram line to Old City Harbour, TKM Group logistics centre, the third stage of Vilneles Skverai apartment development in Vilnius and construction of the large-scale Lithuanian wind energy infrastructure were completed. A joint venture in which the group has a 50% holding, Connecto Infra, delivered a strong performance in whole year of 2024. The Merko Group's financial position is strong and net debt negative; and the lower need for loans translated into savings on financial expenses during a period of higher interest rates.

REVENUE 539 MILLION EUROS PROFIT BEFORE TAX 76.4 MILLION EUROS

During the last two years, the group's Lithuanian team started work on a large number of complicated wind farm infrastructure projects. They were able to tap into the economy of scale effect and build a record 87 turbine foundations using what was effectively an industrial production process, at a consistent pace and record speed. In addition, risks were avoided, and all of it together yielded significant savings on expenses. Expenses were also reduced by the fact that work on a national defence site in Lithuania are executed ahead of schedule.

During 2024, the group's companies entered into close to one-third fewer new contracts than in 2023 and the secured order book was significantly lower than the previous year. Construction contracts generally have a term of 18-24 months, and considering the economic climate, low investments and procurements being won with very low prices seen since 2023 a complicated 2025 and 2026 for the Estonian and Latvian construction sector can be expected. As for developments in Lithuania, there are grounds for much greater optimism there. In 2024, companies of Merko Group signed new construction contracts worth EUR 338 million, which is nearly one-third less than in 2023 (EUR 501 million). As at the end of the year, the group's balance of secured order-book was EUR 341 million.

Due to the changed market situation, the results of real estate development division are significantly more modest than in previous years. The 2024 revenue was only 40% of that of 2023, yet Merko has managed to retain profitability in this business area. Despite the softer real estate market, the default rate on obligational contracts did not increase and it has been succeeded in reducing balance of apartments still waiting to be sold. The weakest economic sentiment is seen in Estonia and the strongest sentiment is in Lithuania, where the market for new apartments is active and we are increasing our supply. In Latvia, it is hoped to stay at the current market levels and in Estonia, buoyed by the more active real estate aftermarket, there are looking ahead to growth in sales of new real estate.

In 2024, Merko delivered 323 apartments and 11 commercial units to buyers. In the course of the year, Merko launched construction and sales of 259 new apartments, and as of the end of the year, our balance stood at 633 apartments, of which 17% were covered by preliminary sale contracts. The largest development projects in progress were, in Tallinn, Uus-Veerenni, Noblessner and Lahekalda; in Tartu, Erminurme; while in Riga the leaders were Lucavsala, Arena Garden Towers, Viesturdārzs, Mežpilsēta and Magnolijas; and in Vilnius, Vilnelės Skverai.

In 2024, the largest projects in progress in Estonia were the TKM Group logistics centre, the Hampton by Hilton and Hyatt hotel buildings, Arter Quarter, the City Plaza 2 office building in Tallinn, the Estonian Defence Forces buildings at Ämari base, a tram line between Old City Harbour and Rail Baltica Ülemiste passenger terminal, the first stage of the Ülemiste multimodal transport junction and the Rail Baltica's Tõdva highway overpasses. In Lithuania, the largest sites under way were the wind farm infrastructure projects in Kelmė, Pagėgiai and Telšiai regions, a substation in Kelmė and various national defence buildings and infrastructure. In Latvia, a solar energy farm in Vārme municipality and a student hotel in Riga were under construction.

OVERVIEW OF THE IV QUARTER AND 12 MONTHS RESULTS

PROFITABILITY

2024 12 months' pre-tax profit was EUR 76.4 million and Q4 2024 was EUR 26.8 million (12M 2023: EUR 52.0 million and Q4 2023 was EUR 18.1 million), which brought the pre-tax profit margin to 14.2% (12M 2023: 11.1%).

Net profit attributable to shareholders for 12 months 2024 was EUR 64.7 million (12M 2023: EUR 46.0 million) and for Q4 2024 net profit attributable to shareholders was EUR 19.9 million (Q4 2023: EUR 13.9 million). 12 months net profit margin was 12.0% (12M 2023: 9.9%).

REVENUE

Q4 2024 revenue was EUR 160.4 million (Q4 2023: EUR 126.5 million) and 12 months' revenue was EUR 539.0 million (12M 2023: EUR 466.3 million). 12 months' revenue increased by 15.6% compared to same period last year. The share of revenue earned outside Estonia in 12 months 2024 was 58.3% (12M 2023: 39.3%).

SECURED ORDER BOOK

As of 31 December 2024, the group's secured order book was EUR 340.6 million (31 December 2023: EUR 477.5 million). In 12 months 2024, group companies signed contracts in the amount of EUR 338.0 million (12M 2023: EUR 500.8 million). In Q4 2024, new contracts were signed in the amount of EUR 45.9 million (Q4 2023: EUR 121.4 million).

REAL ESTATE DEVELOPMENT

In 12 months 2024, the group sold a total of 323 apartments; in 12 months 2023, the group sold 948 apartments. The group earned a revenue of EUR 58.9 million from sale of own developed apartments in 12 months 2024 and EUR 137.5 million in 12 months 2023. In Q4 of 2024 a total of 129 apartments were sold, compared to 283 apartments in Q4 2023, and earned a revenue of EUR 22.9 million from sale of own developed apartments (Q4 2023: EUR 31.4 million).

CASH POSITION

At the end of the reporting period, the group had EUR 91.9 million in cash and cash equivalents, and equity of EUR 254.3 million (56.9% of total assets). Comparable figures as of 31 December 2023 were EUR 77.3 million and EUR 212.1 million (49.9% of total assets), respectively. As of 31 December 2024, the group's net debt was negative EUR 58.5 million (31 December 2023: negative EUR 22.5 million).

PROPOSAL FOR DISTRIBUTION OF PROFITS

The Management Board proposes to the Supervisory Board to distribute to shareholders EUR 33.6 million in dividends (1.90 euros per share) from retained earnings in 2025. This is equivalent to a 52% dividend rate for 2024.

OUTLOOK OF CONSTRUCTION AND REAL ESTATE MARKET

CONSTRUCTION SERVICES

In a trend that remained prevalent throughout the year, creeping growth of workforce expenses and construction machinery kept the composite index on a slight uptick. The price of construction materials experienced more change due to the types of buildings

and infrastructure being built and demand for the necessary materials. We also saw a reaffirmation of the principle that prices on a more active market grow faster thanks to stronger demand – consequently, the Lithuanian construction price index is showing stronger growth than the Estonian or Latvian counterparts. We reiterate and extend to the first half of 2025 our expectation that upward price pressures will remain predominant, especially on the workforce expenses component, and temporary declines will occur mainly in the construction materials scope, reflecting a temporarily lower demand for specific materials on specific markets. The markets are still not exhibiting signs that fundamental factors could spark a broader-

based price drop. Competition on the construction market remains stiff and public sector orders will remain prevalent in 2025. The impact of tax hikes on construction undertakings will tend to raise prices of construction service, since competition has already cut margins thin.

As of the preparation of this report, data on Q4 construction volumes had not been released, but it is clear the actual construction volumes on the Rail Baltica project in Estonia and Latvia will fall well short of expectations, and the recovery of volumes in the housing and road construction segments is arduous. Funding for Rail Baltica contracts became a focus topic in the second half of the year in Latvia and since that time, the lack of political consensus on how the project will be funded has acted as a brake on construction volumes. Investments in the defence sector have been strong in all of the Baltic states and in Lithuania, this has ensured growth of construction volumes. It is an ungrateful endeavour to try to forecast construction volumes, since the high proportion of public sector in

orders has increased the impact of budgetary possibilities and procedures on fulfilment of orders. We believe that we will not see broad-based growth outside of Lithuania, since elsewhere volumes will continue to be affected by the weakness of the real estate market, which public sector orders cannot compensate.

Based on the latest economic forecasts released, we expect modest growth in the first half of 2025 in the Baltics as a whole, supported by strong defence and renewable energy investments, but checked by somewhat meagre private sector investments into construction of residential and commercial property. In the longer perspective, there are signs of the decline in construction volumes ending in Estonia, but also that growth will slow in Lithuania. The latter is due to restrictions on the input side, as it will take time and investments for an increase the supply from material manufacturers and subcontractors.

DEVELOPMENT OF APARTMENTS

The real estate market stabilized in 2024 and in comparison with 2023 managed to grow while remaining far off the peak levels of 2021 and 2022. The performance of housing markets in the Baltics are closely dependent on the level of consumer confidence. The Lithuanian (and chiefly Vilnius) market was impacted significantly in 2024 by the slowing of issuing of new building permits, which limited the number of properties coming on to the market. Prices of new housing continue to rise, reflecting the growth of input and output prices in developments started in 2022-2023 and delivered to buyers in 2024.

We renew our expectation that the first half of 2025 will also

be characterized by stable prices with insignificant statistical fluctuations. Market activity will be impacted by new taxes coming and due to come into force in Estonia, and in Lithuania, more building permits issued, and in all three Baltic states by the level of economic security of the population. In the second half of 2025, we look forward to new developments and new information on potential new requirements imposed on housing as a result of the green transition and their impact on input prices, since the carbon border adjustment mechanism on materials imported from outside the EU should come into force in early 2026. Considering the insignificant influence of lower interest rates on interest from buyers, we do not foresee a major impact arising from further interest rate cuts, since various added tax burdens will neutralize the stimulus effect these would otherwise have on demand.

BUSINESS ACTIVITIES

The group business reporting is divided into two business segments:

  • construction service;
  • real estate development.

CONSTRUCTION SERVICE

The construction service in Baltic states consists of services in the fields of general construction, civil engineering and concrete works and, through the joint venture AS Connecto Infra also electrical construction. Additionally in Estonia road construction services.

million EUR

million EUR

12M 2024 12M 2023 VARIANCE Q4 2024 Q4 2023 VARIANCE
Revenue 474.6 298.2 +59.2% 136.3 89.5 +52.3%
% of total revenue 88.0% 63.9% 85.0% 70.8%
Operating profit 59.4 20.5 +189.8% 20.2 8.9 +127.5%
Operating profit margin 12.5% 6.9% 14.8% 9.9%

In the 12 months of 2024, the revenue of the construction service segment was EUR 474.6 million (12M 2023: EUR 298.2 million). The sales revenue of construction service has increased by 59.2% compared to the same period last year. The construction service segment revenue for 12 months 2024 made up 88.0% of the group's total revenue (12M 2023: 63.9%). In this segment, the group earned an operating profit of EUR 59.4 million for 12 months (12M 2023: EUR 20.5 million). The operating profit margin was 12.5% (12M 2023: 6.9%). The operating profit was mainly affected by faster-than-expected progress in contract execution and the resulting savings in site costs, as well as successful tactics and actions in mitigating material and subcontracting price risks.

Larger projects in progress in the fourth quarter in construction service segment in Estonia included the office building City Plaza 2, Hampton by Hilton and Hyatt hotel buildings, Arter Quarter, Defence Forces' buildings in the Ämari campus, tram line connecting Old Harbour and Rail Baltic's Ülemiste passenger terminal and the first phase of Ülemiste terminal as well as the fourth stage of Rail Baltica Harjumaa main line section and road viaducts in Tõdva. In Lithuania, larger projects were construction of wind farm infrastructure works in Kelmė, Pagėgiai and Telšiai region and a substation in Kelmė as well as various NATO training centres buildings and infrastructures were underway. In Latvia, the group was working on the construction of a solar panel power plant in Vārme parish and student hotel in Riga.

REAL ESTATE DEVELOPMENT

The real estate development segment includes residential real estate development and construction of joint venture projects, long-term real estate investments and commercial real estate projects in Estonia, Latvia and Lithuania. To ensure the finest quality, as well as maximum convenience and assurance for apartment buyers, Merko handles all phases of development: acquisition of the real estate, planning, design of the development project, construction, marketing and sales, and warranty-period customer service.

12M 2024 12M 2023 VARIANCE Q4 2024 Q4 2023 VARIANCE
Revenue 64.5 168.1 -61.6% 24.0 37.0 -35.0%
incl. revenue from sale of apartments 58.9 137.5 22.9 31.4
incl. construction service to joint venture
projects
1.9 24.7 0.2 4.7
% of total revenue 12.0% 36.1% 15.0% 29.2%
Operating profit 16.5 26.7 -38.5% 6.2 6.2 -0.1%
Operating profit margin 25.5% 15.9% 15.9% 16.9%

In 12 months 2024, the group sold a total of 323 apartments (incl. 31 apartments in a joint venture) and 11 commercial premises (incl. 10 in a joint venture); in 12 months 2023, 948 apartments (incl. 213 apartments in a joint venture) and 27 commercial premises (incl. 13 in a joint venture). The group earned a revenue of EUR 58.9 million (VAT not included) from sale of developed apartments in 12 months 2024 and EUR 137.5 million (VAT not included) in 12 months 2023. In the revenue and operating profit of the real estate development segment also are reflected the sales of commercial premises and parking spaces of the real estate development projects, one-off profit from the sale of real estate and the result of public-private-partnership contracts, based on which the group companies provide property management services for earlier constructed buildings.

For development projects in joint venture, the real estate development business segment revenue reflects the construction services provided to the project by the group and the operating profit includes the realised construction profit for the period. The profit from development gained from sale of those apartments to end-customers is recognised in the group's reporting based on the equity method.

In 12 months of 2024, real estate development segment revenues decreased by 61.6% compared to the same period last year and formed 12.0% of the group's total revenue (12 months of 2023: 36.1%).

The segment's operating profit for the 12 months of 2024 amounted to EUR 16.5 million (12 months of 2023: EUR 26.7 million) and the operating profit margin was 25.5% (12 months of 2023: 15.9%). The profitability of the apartment development projects varies by project and depends greatly on the cost structure of the specific project, including the land acquisition price. In addition, the group earned one-off profit from the sale of investment property.

In 12 months of 2024, the group launched the construction of a total of 259 new apartments in the Baltic states (12 months of 2023: 155 apartments). In the 12 months, the group invested a total of EUR 41.6 million (12 months of 2023: EUR 80.2 million) in the ongoing development projects.

One of the group's objectives is to keep a sufficient portfolio of land plots to ensure stable inventory of property development projects, which considers the market conditions. As of 31 December 2024, the group's inventories included land plots with development potential, where the construction works have not started, in the amount of EUR 87.7 million (31.12.2023: EUR 89.4 million).

GROUP'S I VE TORIES ITH DEVELOPME T POTE TIAL B COU TR

million EUR
31.12.2024 31.12.2023
Estonia 30.9 32.5
Latvia 23.0 23.9
Lithuania 32.4 31.5
Norway 1.4 1.5
Total 87.7 89.4

In 12 months of 2024, the group has obtained new land plots for real estate development purposes and paid land-plot related levies worth EUR 2.0 million (12 months of 2023: in the amount of EUR 5.7 million).

SECURED ORDER BOOK

As of 31 December 2024, the group's secured order book amounted to EUR 340.6 million, compared to EUR 477.5 million as of 31 December 2023, having decreased by 28.7% in the annual comparison. The secured order book excludes the group's own residential development projects and construction works related to developing real estate investments.

In 12 months of 2024, EUR 338.0 million worth of new contracts were signed, which is decreased by 32.5% compared to the same period of the previous year (12 months of 2023: EUR 500.8 million). The value of new contracts signed in the fourth quarter of 2024 amounted to EUR 45.9 million; in the fourth quarter of 2023 the value of new contracts signed amounted to EUR 121.4 million.

LARGEST CONSTRUCTION CONTRACTS SIGNED IN THE FOURTH QUARTER OF 2024

BRIEF DESCRIPTION OF CONTRACT COUNTRY COMPLETION TIME VALUE
MILLION EUR
Design-and-build construction contract for the construction of a
National Defence House in the defence forces Raadi campus in Tartu
Estonia 9.5
Construction contract for the construction of foundations for wind
turbines and related infrastructure in a windfarm located in the Pasvalys
district
Lithuania second half of 2025 4.5

As of 31 December 2024, the private sector orders accounted for approximately 48% of the total balance in the group's secured order book (31.12.2023: approximately 56%). The decline in the share of the private sector was due to the rapid execution of contracts for large-scale renewable energy parks. Private sector customers are still taking a wait-and-see approach, assessing profitability conservatively and risks as high in an environment of weak economic growth. Planned high-priority investments in the public sector will continue despite the factors inhibiting the private sector.

The group is focusing on the existing home markets, keeping a diversified operating portfolio as a strategic aim, balancing construction activities with real estate development in different countries.

CASH FLOWS

At the end of reporting period, the group had cash and cash equivalents in the amount of EUR 91.9 million (31.12.2023: EUR 77.3 million). As the group's cash position continues to be strong, the group has not utilised all its credit lines of existing overdrafts and loan agreements within reporting period. As of the end of the reporting period, the group entities had concluded overdraft contracts with banks in a total amount of EUR 51.1 million, of which EUR 44.0 million was unused (31.12.2023: EUR 57.0 million, of which EUR 54.6 million was unused).

The 12-month cash flow from operating activity was positive at EUR 57.8 million (12 months of 2023: positive EUR 114.9 million), cash flow from investing activity was positive at EUR 3.2 million (12 months of 2023: positive EUR 1.0 million) and the cash flow from financing activity was negative at EUR 46.4 million (12 months of 2023: negative EUR 56.2 million).

The cash flow from operating activities had positive effect from EBITDA of EUR 75.7 million (12 months of 2023: positive effect of EUR 48.1 million), from the changes in receivables and liabilities related to construction contracts of EUR 6.3 million (12 months 2023: positive effect of EUR 35.4 million, from the change in trade and other receivables related to operating activities of EUR 0.8 million (12 months of 2023: positive effect of EUR 0.8 million) as well from the change in the provisions of EUR 5.6 million (12 months of 2023: positive effect of EUR 3.9 million). The negative effects to cash flow from operating activities came ) from the changes in trade and other payables related to operating activities of EUR 14.0 million (12 months of 2023: positive effect of EUR 9.4 million) and from the change in inventories of EUR 1.9 million (12 months of 2023: positive effect of EUR 25.7 million). The cash flows from inventories are mainly affected by the construction and sales cyclicality of developed apartments: the negative cash flow is due to the increase in the volume of inventories related to the construction of apartments, then the positive cash flow is due to the decrease in inventories at the sale of the apartments. Interest was paid EUR 2.4 million (12 months of 2023: EUR 3.5 million) and corporate income tax was paid at EUR 9.3 million (12 months of 2023: EUR 3.6 million).

To support cash flows from operating activities, including increased volumes in apartment development, the group has raised additional external capital. At the same time, the debt ratio has remained at a moderate level (7.5% as of 31.12.2024; 12.9% as of 31.12.2023).

Cash flows from investing activities include negative effect from the disposal of subsidiary in the amount of EUR 4.3 million (12 months of 2023: EUR 0), from the acquisition of non-current assets in the amount of EUR 1.9 million (12 months of 2023: EUR 1.4 million) as well from the purchase of other financial investments in the amount of EUR 10.0 million (12 months of 2023: EUR 0). The positive impact in cash flows from investing activities came from the sale of non-current assets in the amount of EUR 0.6 million (12 months of 2023: EUR 1.2 million), from the sale of investment property of EUR 6.5 million (12 months of 2023: EUR 0 ), EUR 10.3 million from the dividends received from the joint venture (12 months of 2023: EUR 1.2 million) and EUR 2.0 million interest received from banks (12 months of 2023: EUR 0).

In cash flows from financing, the larger negative factors were dividend payment of EUR 22.9 million (12 months of 2023: EUR 17.7 million), the repayments of lease liabilities in the amount of EUR 1.6 million (12 months of 2023: net negative cash flow of EUR 1.3 million) and the change in loans related to net amount of loans received and repaid of project specific loans obtained using investment property as collateral in the amount of EUR 1.7 million (12 months of 2023: negative cash flow in the net amount of EUR 1.6 million), from the net change in loans received and repaid in connection with development projects in the amount of EUR 18.8 million (12 months of 2023: net negative cash flow of EUR 13.2 million), which resulted from the repayment of loans taken for residential development projects, as well from the change in loans related to other activities in the amount of EUR 1.3 million (12 months of 2023: net negative cash flow of EUR 22.4 million).

RATIOS

(attributable to equity holders of the parent)

INCOME STATEMENT
SUMMARY
12M 2024 12M 2023 12M 2022 Q4 2024 Q4 2023 Q4 2022
Revenue million EUR 539.0 466.3 409.6 160.4 126.5 143.4
Gross profit million EUR 95.9 65.0 53.7 32.8 21.8 22.6
Gross profit margin % 17.8 13.9 13.1 20.5 17.3 15.7
Operating profit million EUR 72.5 44.5 35.0 25.4 14.4 16.5
Operating profit margin % 13.4 9.5 8.6 15.9 11.4 11.5
Pre-tax profit million EUR 76.4 52.0 37.1 26.8 18.1 18.4
Pre-tax profit margin % 14.2 11.1 9.1 16.7 14.3 12.8
Net profit million EUR 64.6 45.9 34.1 19.9 13.9 17.3
attributable to equity
holders of the parent
million EUR 64.7 46.0 34.6 19.9 13.9 17.6
attributable to non
controlling interest
million EUR (0.1) (0.1) (0.5) (0.0) (0.0) (0.3)
Net profit margin % 12.0 9.9 8.5 12.4 11.0 12.3
Other income statement
indicators
12M 2024 12M 2023 12M 2022 Q4 2024 Q4 2023 Q4 2022
EBITDA million EUR 75.7 48.1 37.9 26.3 15.7 17.3
EBITDA margin % 14.0 10.3 9.3 16.4 12.5 12.0
General expense ratio % 5.0 5.1 4.9 5.3 6.2 3.9
Labour cost ratio % 9.8 10.8 10.3 10.5 12.4 8.0
Revenue per employee thousand EUR 882 718 623 262 195 218
OTHER SIGNIFICANT INDICATORS 31.12.2024 31.12.2023 31.12.2022
Return on equity % 28.4 23.4 20.4
Return on assets % 14.8 11.8 9.2
Return on invested capital % 29.8 20.6 15.1
Assets million EUR 447.1 425.3 387.4
Equity million EUR 254.3 211.9 183.7
Equity attributable to equity
holders of the parent
million EUR 254.3 212.1 184.2
Equity ratio % 56.9 49.9 47.5
Debt ratio % 7.5 12.9 23.7
Current ratio times 2.1 2.0 2.0
Quick ratio times 0.9 0.9 0.6
Accounts receivable turnover days 43 38 33
Accounts payable turnover days 46 40 55
Average number of employees people 611 649 657
Secured order book million EUR 340.6 477.5 297.2

Ratio definitions are provided on page 38 of the report.

RISK MANAGEMENT

Risk management is part of strategic management and is inseparable from daily operations of the group. In managing risks, the main objective of the group is to determine most significant risks and to manage these risks in a balanced way so that the group achieves its strategic and financial objectives.

Merko Ehitus divides risks into four main categories: business risk, market risk (incl. interest risk and foreign exchange risk), financial risk (incl. credit risk and liquidity risk) and operational risk (incl. health and safety risk and environmental risk). The topic of risk management has been thoroughly covered on the group's website: group.merko.ee/en/investors/risk-management/.

Legal risk

Due to different interpretations of contracts, regulations and laws related to group's principal activities, there is a risk that some buyers, contractors or supervisory authorities evaluate the company's activities from the perspective of laws or contracts from a different position and dispute the legitimacy of the company's activities.

As of 31 December 2024, a provision has been set up at the group in the amount of EUR 0.4 million for covering potential claims and legal costs (31.12.2023: EUR 1.7 million).

Below is presented an overview of the key legal disputes and proceedings, which have taken place or ended during 2024 or are ongoing as of 31 December 2024 and which concern group entities is presented:

Estonia

Appeal for the revocation of the order of the Minister of the Environment

The court cases in connection with Minister of the Environment regulation No 22 of 27 March 2015, which redrew the boundaries of species protection sites to exclude properties on Paekalda street owned by AS Merko Ehitus subsidiaries. On 2 February 2016, AS Merko Ehitus group companies filed a complaint in Tallinn Administrative Court for compensation of damage. The claims consist of direct patrimonial damage (reduction in the value of immovable property and expenditures made on development activity) and claims for revenue foregone (failed development activity in 2006-2015). By a decision of 5 March 2021, the Supreme Court sent the appeal regarding the claim for compensation for direct property damage caused by the lawful activities of the Republic of Estonia to the Tallinn Administrative Court for reconsideration. In its decision of 19 April 2024, Tallinn Administrative Court rejected the complaint. The court ruled that the value of the disputed immovable properties has not significantly dropped. OÜ Merko Kodud appealed to Tallinn Circuit Court. The impact of this claim has not been taken into account in the group's reporting.

Latvia

Latvian Competition Council administrative proceeding

On 9 August 2021, SIA Merks, a subsidiary of AS Merko Ehitus, received the decision of the Latvian Competition Council in the administrative proceedings initiated with regard to the company in 2019. The Group has disclosed information about the proceedings on an ongoing basis in stock market notices, annual and interim reports and in the relevant subsection of the website.

On 13 September 2021, SIA Merks and AS Merko Ehitus contested the decision of the Latvian Competition Council in the Latvian administrative court. Before the court decision comes into effect, the fine of EUR 2.7 million levied by the Competition Council will not become payable and the possible claims for damages of third persons will not be subject to review nor other possible consequences arising from law will be applicable before the court decision enters into force. Currently it has not been possible to assess reliably the impact of potential damage claims on the company due to the large number of inputs open to change, the lack of practice of implementing joint and several liability and the ambiguity of other legal aspects.

The last court session to discuss the content of the appeal claim took place on 26 September 2023. In its judgement, announced on 25 January 2024, the court of appeal upheld the decision of the Competition Council. On 26 February 2024, SIA Merks and AS Merko Ehitus filed an appeal in cassation with the Supreme Court of Latvia in appeal against the decision of the Latvian Competition Council. The cassation appeal has been accepted and respective proceedings started, yet at the time of the preparation of the report there is no additional information about the deadlines and actions of the proceedings.

AS Merko Ehitus continues to hold the conclusions of the Latvian Competition Council with regard to the business activities of SIA Merks both factually and legally unjustified and will use all the possibilities granted under the rule of law to overturn such conclusions.

SIA Merks sold with sufficient provisions to cover a potential fine.

EMPLOYEES AND LABOUR COSTS

As of 31 December 2024, Merko Ehitus group employed 605 people (including temporary and part-time staff). Compared to the same period last year, the number of group's employees decreased by 30 (-4.7%). The number of employees decreased in Estonia, Latvia and Norway and increased in Lithuania.

Professionals with longstanding experience are the company's key value. The group's objective is to pay its employees competitive salary. The interests of employees and the company are balanced by performance-based remuneration.

The group defines labour cost as salary (incl. fixed salary, additional pay, holiday pay, and performance pay), taxes based on salary, fringe benefits and taxes on fringe benefits. In 12 months 2024, the labour cost was EUR 52.8 million (12 months 2023: EUR 50.2 million), which increased by 5.1% compared to the same period previous year, while labour cost ratio decreased by 1.0 pp from 10.8% to 9.8% in comparable periods.

ETHICAL BUSINESS PRACTICES

Group's core values include ethical business practices, considered a long-term important success factor. By following highly ethical principles, we promote profitable growth, gain the trust of our stakeholders, and support fair competition and equal treatment.

We conduct business honestly, follow ethical principles in our activities and make sure our employees know and follow business ethics standards in their everyday work. To embed the principles the Group has established a Code of Business Ethics.

The topic of business ethics has been thoroughly covered on the group's website: group.merko.ee/en/corporate-responsibility/.

SHARE AND SHAREHOLDERS

Issuer AS Merko Ehitus
Name of security Share of Merko Ehitus
Ticker MRK1T
Residency of issuer Estonia
Stock Exchange List Nasdaq Tallinn, Baltic Main List
Industry Construction
ISIN EE3100098328
Nominal value Without nominal value
Number of issued securities 17,700,000
Number of listed securities 17,700,000
Currency EUR
Listing date 11 August 2008

INFORMATION ON SECURITY

The shares of Merko Ehitus are listed in the Main List of Nasdaq Tallinn. As of 31 December 2024, the company has 17,700,000 shares. The number of shares has not changed during 2024.

A total of 23,384 transactions were conducted with the shares of Merko Ehitus in 12 months of 2024, with 0.79 million shares (4.5% of total shares) traded, generating a turnover of EUR 13.6 million (comparable figures in 12 months 2023 were accordingly: 28,455 transactions with 0.84 million shares traded (4.7% of total shares), generating a turnover of EUR 12.8 million). The lowest value-per-share transaction was recorded at the price of EUR 15.10 and the highest at EUR 21.55 per share (12 months of 2023: EUR 14.14 and EUR 16.36, accordingly). On 31 December 2024, the closing price of the share was EUR 20.85 (31.12.2023: EUR 15.30). As of 31 December 2024, by the Nasdaq Baltic stock exchange, the market capitalisation of AS Merko Ehitus was EUR 369.0 million, which has increased by 36.3% compared to the end of the equivalent period of the prior year (31.12.2023: EUR 270.8 million).

31.12.2024 31.12.2023 31.12.2022
Number of shares 17,700,000 17,700,000 17,700,000
Earnings per share (EPS), euros 3.65 2.60 1.96
Equity per share, euros 12.88 11.11 9.57
P/B ratio 1.62 1.38 1.48
P/E ratio 5.71 5.88 7.24
Market value, million EUR 369.0 270.8 250.6

Ratio definitions are provided on page 38 of the report.

CHANGE IN THE PRICE AND TRANSACTION VOLUME OF MERKO EHITUS SHARE AT NASDAQ TALLINN STOCK EXCHANGE IN 2024

volume of transactions

NUMBER OF SHARES NUMBER OF SHAREHOLDERS % OF SHAREHOLDERS NUMBER OF SHARES % OF SHARES
1,000,001 - … 1 0.01% 12,742,686 71.99%
100,001 – 1,000,000 6 0.05% 1,366,789 7.72%
10,001 – 100,000 45 0.35% 971,925 5.49%
1,001-10,000 532 4.13% 1,423,225 8.04%
101-1,000 2,848 22.12% 950,647 5.37%
1-100 9,444 73.34% 244,728 1.39%
Total 12,876 100% 17,700,000 100%

SHAREHOLDERS OF AS MERKO EHITUS AS OF 31.12.2024 AND CHANGE COMPARED TO THE PREVIOUS QUARTER

NUMBER OF
SHARES
% OF TOTAL
31.12.2024
% OF TOTAL
30.09.2024
CHANGE
AS Riverito 12,742,686 71.99% 71.99% -
OÜ Midas Invest 429,500 2.43% 2.43% -
Firebird Republics Fund Ltd 356,335 2.01% 2.01% -
Firebird Avrora Fund Ltd 208,178 1.18% 1.18% -
OÜ Alar Invest 136,000 0.77% 0.77% -
Clearstream Banking AG 118,533 0.67% 0.65% 3,118
Firebird Fund L.P. 118,243 0.67% 0.67% -
Siseinfo OÜ 100,000 0.56% 0.56% -
Hans Palla 61,000 0.34% 0.34% -
Alforme OÜ 50,000 0.28% 0.28% -
Total largest shareholders 14,320,475 80.91% 80.89% 3,118
Total other shareholders 3,379,525 19.09% 19.11% (3,118)
Total 17,700,000 100% 100% -

PERFORMANCE OF THE SHARE OF MERKO EHITUS AND COMPARISON INDEX OMX BALTIC BENCHMARK PRICE INDEX IN 2024

DIVIDENDS AND DIVIDEND POLICY

The distribution of dividends to the shareholders of the company is recorded as a liability in the financial statements as of the moment when the payment of dividends is approved by the company's shareholders.

According to the current dividends policy the objective is paying the shareholders 50-70% of the annual profit.

On 8 May 2024, the shareholders of AS Merko Ehitus approved the Supervisory Board's proposal to the shareholders to pay out the total amount of EUR 23.0 million (EUR 1.30 per share) as dividends from net profit brought forward, which is equivalent to a 50% dividend rate and an 8.5% dividend yield for the year 2023 (using the share price as of 31 December 2023). Comparable figures in 2023 were accordingly: EUR 17.7 million (EUR 1.00 per share) as dividends, which is equivalent to a 51% dividend rate and a 7.1% dividend yield for the year 2022 (using the share price as at 31 December 2022).

In cooperation with the Supervisory Board, the Management Board proposes to pay the shareholders EUR 33.6 million as dividends from net profits brought forward (EUR 1.90 per share) in 2025, which is equivalent to a 52% dividend rate and a 9.1% dividend yield for the year 2024 (using the share price as at 31 December 2024).

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE AND STRUCTURE

AS Merko Ehitus operates as a holding company for group of companies in Estonia, Latvia and Lithuania that offer complete solutions in the field of construction and real estate development. The group's largest companies are AS Merko Ehitus Eesti (100%), OÜ Merko Kodud (100%), Tallinna Teede AS (100%), SIA Merks Mājas (100%), UAB Merko Statyba (100%) and UAB Merko Bustas (100%).

The main area of activity of the holding company is developing and implementing strategies for the Merko Ehitus group's various business segments by way of planning resources, deciding on major investments, targeting and overseeing the activity of subsidiaries and coordinating partner relations. The holding company AS Merko Ehitus has a three-member Management Board: Ivo Volkov, Tõnu Toomik and Urmas Somelar.

The overview of the Management Board and Supervisory Board have been presented on page 18 and in Note 16 of the interim financial statements, and published, together with the track record and photographs, on the company's website at group.merko.ee/en/corporate-governance-2/.

It is important to maintain a simple organisational structure in the group and in management to be guided primarily by the group's objectives and requirements. For the purposes of maximum efficiency in the group management, we in some cases differentiate the management structure and legal structure. Management of the group's operating activity takes place in a country-specific manner and is coordinated at the level of the holding company.

As of 31 December 2024, the management structure is as follows:

*In Estonia, the sister companies Merko Ehitus Eesti AS, Merko Kodud OÜ and Tallinna Teede AS are from the group's point of view managed based on the same principles, but have their executive management formed completely independent from each other.

GROUP'S LEGAL STRUCTURE

The group's legal structure is predominantly based on economic and legal rationality and does not in all cases conform one-toone to the group's management structure. The detailed list of group companies is provided in Note 16 of the interim financial statements.

Changes in the legal structure of the group

On 27 July 2023, OÜ Merko Kaevandused and OÜ Metsara-Metspere Kinnisvara, both belonging to AS Merko Ehitus group, signed a merger agreement. The merging company is OÜ Merko Kaevandused, as a result of the merger, the merged company OÜ Metsara-Metspere Kinnisvara ended without liquidation proceedings. The merger date was 1st of January 2024, after which all transactions of the acquired company will be deemed to be made on the account of OÜ Merko Kaevandused. The Commercial Register made the final entry in its registers on 11 January 2024.

On 5 October 2023 AS Merko Ehitus' 100% subsidiaries AS Merko Ehitus Eesti and OÜ Merko Kodud signed a notarised division agreement, according to which AS Merko Ehitus Eesti transfers the assets and liabilities related to property development activities to OÜ Merko Kodud. The purpose of the division is to align legal structure with structure of the business segments of the AS Merko Ehitus group and harmonize the structure across the home markets of Merko Ehitus. The balance sheet date of the division was 1 January 2024. The division entered into force on 29 February 2024 with an entry in the commercial register.

On March 20, Merko Ehitus group's 100% subsidiary OÜ Merko Investments signed a division plan, according to which real estate development activities along with the corresponding assets and liabilities were transferred to OÜ Merko Residential Investments, which was established as a result of the division. The balance sheet date of the division was 1 April 2024. The division entered into force on 14 May 2024 with an entry in the commercial register.

On 21 March 2024, the joint venture PS MB.MEE was registered in the Latvian Commercial Register, founded by SIA Merko Būve as the lead partner and AS Merko Ehitus Eesti, both being 100% subsidiaries of AS Merko Ehitus group.

On 1 April 2024 was sold 100% share in SIA Industrialais Parks, a company belonging to AS Merko Ehitus group. Since this was a single-asset entity, the sale of the company was not recognized as a business combination but as a sale of investment property.

On 1 August 2024 came into effect the sale-purchase agreement of100% share in SIA Merks, a company that belonged to AS Merko Ehitus group.

On 1 August 2024, the Management Board of AS Merko Ehitus, in coordination with the Supervisory Board, decided to stop offering construction services and making further investments in Norway. After completion of the existing construction contracts, the 100% subsidiary AS Peritus Entreprenør will be sold or liquidated.

On 14 August 2024 AS Merko Ehitus established a 100% subsidiary OÜ Merko Ehitus Ventures.

On September 25, Merko Ehitus group's 100% subsidiaries OÜ Merko Ehitus Ventures and AS Merko Ehitus Eesti signed an agreement, according to which 50% of the share in AS Connecto Infra (ex- AS Connecto Eesti), so far owned by Merko Ehitus Eesti, will be transferred to OÜ Merko Ehitus Ventures through the division. The balance sheet date of the division shall be 1 January 2025. The division entered into force on 16 January 2025 with an entry in the commercial register.

On 3 December 202 OÜ Merko Ehitus Ventures and Aardekapp OÜ established a new 50:50 company OÜ Connecto Varad.

On 16 December 2024 Merko Ehitus group's 100% subsidiary Merko Investments AS acquired 38% holding in the subsidiary Løkenskogen Bolig AS from the minority shareholders Aucon AS and SDV Holding AS. After the acquisition of the additional shareholding, Løkenskogen Bolig AS became a 100% subsidiary of AS Merko Investments.

On 30 December 2024 Merko Ehitus group's 100% subsidiary Merko Investments AS sold 100% share in AS Peritus Entreprenør.

GENERAL MEETING OF SHAREHOLDERS

The company's highest governing body is the General Meeting of Shareholders, the competencies of which are established by legislation and the articles of association of the company.

The annual general meeting of shareholders was held on 8 May 2024. The general meeting resolved to approve the annual report and the profit allocation proposal for 2023. The dividends in the sum of EUR 23.0 million (EUR 1.30 per share) paid out to the shareholders on 21 June 2024.

The Management Board made a presentation on the company's financial results and future prospects.

In accordance with the Commercial Code, its Articles of Association and Good Governance Code, AS Merko Ehitus calls the annual and extraordinary general meeting of shareholders by notifying the shareholders through the Tallinn Stock Exchange and by publishing a meeting call in one national daily newspaper at least 3 weeks in advance. The general meeting shall be held at the place shown in the notice, on a working day and between 9 a.m. and 6 p.m., enabling most of the shareholders to participate in the General Meeting of Shareholders.

Before their publication, agendas of annual and extraordinary general meetings of the company's shareholders are approved by the Supervisory Board that shall also present to the general meeting subjects for discussion and voting. Agenda items of the general meeting, recommendations of the Supervisory Board with relevant explanations, procedural guidance for participation in the general meeting and how and when new agenda items can be proposed are published together with the notice on calling the general meeting.

General meetings can be attended by any shareholder or their authorised representative. AS Merko Ehitus does not allow participation in general meetings by electronic means of communication equipment, since the deployment of reliable solutions for the identification of shareholders, some of whom reside abroad, while ensuring the privacy of participating shareholders, would be too complicated and costly.

Annual and extraordinary general meeting of shareholders shall be chaired by an independent person. In 2024, the general meeting was chaired by groups' Head of Finance Urmas Somelar who introduced the procedure for conducting the general meeting and the procedure of asking questions from the Management Board and Supervisory Board about the company's activities.

On behalf of the company, usually the Chairman of the Management Board shall participate in the General Meeting of AS Merko Ehitus, and if necessary, other members of the Management and Supervisory Boards shall be involved. The company's auditor also participates.

The annual general meeting of shareholders of AS Merko Ehitus held in 2024 was attended by Ivo Volkov (Chairman of the Management Board), Tõnu Toomik (Member of the Management Board), Urmas Somelar (Head of Finance) and Janno Hermanson (Auditor). The Supervisory Board was represented by Indrek Neivelt, per agreement between the members of the Supervisory Board.

SUPERVISORY BOARD

The Supervisory Board plans the activities of the company, organises the management of the company and supervises the activities of the Management Board. The Supervisory Board notifies the general meeting of shareholders of the results of a review. The Chairman of the Supervisory Board organises the work of the Supervisory Board. The main duties of the Supervisory Board are to approve the group's material strategic and tactical decisions and to supervise the activities of the group's Management Board. The Supervisory Board's actions are guided by the company's articles of association, guidelines of the general meeting, and law.

According to the Articles of Association of AS Merko Ehitus, the Supervisory Board has 3 to 5 members who shall be elected for the term of three years.

As of 31 December 2024, the Supervisory Board of AS Merko Ehitus had three members, of whom, in accordance with the requirements of the Corporate Governance Recommendations, Kristina Siimar and Indrek Neivelt were independent members.

MANAGEMENT BOARD

The Management Board is a governing body, which represents and manages AS Merko Ehitus in its daily activities in accordance with the law and the Articles of Association. The Management Board has to act in the most economically purposeful manner, taking into consideration the best interests of the company and all shareholders, while ensuring the company's sustainable development in accordance with set objectives and strategy. To ensure that the company's interests are met in the best way possible, the Management and Supervisory Boards shall extensively collaborate. At least once a quarter, a joint meeting of the Supervisory and Management Boards shall take place, in which the Management Board shall inform the Supervisory Board of significant issues regarding the company's business operations, the fulfilment of the company's short and long-term goals and the risks possibly influencing it. For every meeting of the Supervisory Board, the Management Board shall prepare a management report and submit it well in advance of the meeting so that the Supervisory Board can study it. The Management Board prepares reports for the Supervisory Board also in between the meetings, if it is considered necessary by the Supervisory Board or its Chairperson.

Pursuant to the Articles of Association approved at the general meeting of shareholders in 2012, the Management Board may have up to three members.

The Supervisory Board of AS Merko Ehitus appointed current Chairman of the Management Board of group's subsidiary AS Merko Ehitus Eesti Mr. Ivo Volkov as the Chairman of the Management Board of AS Merko Ehitus for the three-year period, starting from 1 January 2024. As of 1 January 2024, the Management Board of AS Merko Ehitus will continue with three members: Mr. Ivo Volkov (Chairman), Mr. Tõnu Toomik and Mr. Urmas Somelar.

The responsibilities of Ivo Volkov, Chairman of the Management Board, include, among others, fulfilling daily obligations of the CEO of AS Merko Ehitus, managing and representing the company, ensuring compliance with the Articles of Association, legal acts, organising the work of the Management Board and supervisory boards of the more important subsidiaries, coordinating the development of strategies and providing for their implementation, being responsible for business development and finance. Tõnu Toomik is responsible for the management of the portfolio of properties and coordination of construction and development segments activities across the whole group. Urmas Somelar is responsible for the financial management, investor relations and compliance.

SUPERVISORY AND MANAGEMENT BOARDS OF SUBSIDIARIES

Authorisation and responsibility of supervisory boards of subsidiaries of AS Merko Ehitus are based on their Articles of Association and intragroup rules. Generally, Supervisory Boards of subsidiaries consist of members of the Management Board and Supervisory Board of the company that is the main shareholder of the specific subsidiary. Supervisory Board meetings of the most significant subsidiaries are held usually once a month, otherwise according to the group's needs, Articles of Association of subsidiaries and legal provisions. Generally, no separate fee is paid to members of the Supervisory Board of subsidiaries. Members of the Supervisory Board will also receive no severance benefits in case their contract of service is terminated before due date or not extended. The chairman or member of the Management Board of the subsidiary shall be named by the subsidiary's Supervisory Board.

Below are the supervisory boards and management boards of the significant subsidiaries that are wholly-owned by AS Merko Ehitus as of 31 December 2024:

COMPANY SUPERVISORY BOARD MANAGEMENT BOARD
AS Merko Ehitus Eesti Ivo Volkov (Chairman), Tõnu Toomik,
Martin Rebane, Urmas Somelar
Jaan Mäe (Chairman),
Veljo Viitmann
OÜ Merko Kodud - Indrek Tarto
OÜ Merko Investments - Ivo Volkov, Urmas Somelar
OÜ Merko Residential Investments - Ivo Volkov, Urmas Somelar
SIA Merks Mājas - Egija Smila (Chairman),
Roberts Rēboks
UAB Merko Statyba Ivo Volkov (Chairman),
Tõnu Toomik, Urmas Somelar
Saulius Putrimas (Chairman)
Jaanus Rästas
UAB Merko Bustas Ivo Volkov (Chairman),
Tõnu Toomik, Urmas Somelar
Saulius Putrimas (Manager)

Changes in the management of group subsidiaries

The Supervisory Board of AS Merko Ehitus Eesti, part of AS Merko Ehitus group, decided to extend the powers of the Members of the Management Board, Mr. Jaan Mäe and Mr. Veljo Viitmann from 1 January 202 for three years. As of 1 January 2024, the Management Board of AS Merko Ehitus Eesti will continue with two members: Mr. Jaan Mäe (Chairman) and Mr. Veljo Viitmann.

AS Merko Ehitus appointed Mr. Ivo Volkov as a Member of the Supervisory Board of AS Merko Ehitus Eesti for the three-year period, starting from 1 January 202 . ith the same decision, the powers of the current council member Tõnu Toomik were extended until 31 December 2026. The Supervisory Board of AS Merko Ehitus Eesti will continue with four members: Mr. Ivo Volkov (Chairman), Mr. Tõnu Toomik, Mr. Martin Rebane and Mr. Urmas Somelar.

With the 21 March 2024 decisions of AS Merko Ehitus, the powers of Ivo Volkov, Tõnu Toomik and Urmas Somelar, the current Supervisory Board members of UAB Merko Statyba and UAB Merko Bustas, were extended for the next three years.

The Management Board of AS Merko Ehitus decided to appoint Ms. Egija Smila as the country head for the group's Latvian subsidiaries for a period of three years, with the term of authority beginning on 1 May 2024. In addition, Ms. Egija Smila was appointed as a Member of the Management Board of SIA Merks Mājas, with the term of authority beginning on 15 May 2024.

The sole shareholder of SIA Merks Mājas, part of AS Merko Ehitus group, decided to appoint Mr. Roberts Rēboks as a Member of the Management Board of the company, starting from 6 June 2024. With effect from 22 July 2024, the Management Board of SIA Merks Mājas continued with two members: Mrs. Egija Smila and Mr. Roberts Rēboks.

MANAGEMENT BOARD'S DECLARATION

Members of the Management Board of AS Merko Ehitus declare and confirm that the consolidated unaudited interim report for the 12 months of 2024, which consists of the management report and the interim financial statements, prepared according to the current International Financial Reporting Standards as adopted by the European Union, provides, to the best of their knowledge, a true and fair view of the development of business operations, assets, liabilities, financial position, results of the operations, cash flows, and profit or loss of AS Merko Ehitus and the consolidated undertakings as a whole, includes a description of the principal risks and uncertainties, and reflects transactions with related parties. The parent company and the companies, which are part of the consolidation group, are going concerns.

Ivo Volkov Chairman of the Management Board 07.02.2025
Tõnu Toomik Member of the Management Board 07.02.2025
Urmas Somelar Member of the Management Board 07.02.2025

20

INTERIM FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

unaudited

in thousand euros

Note 2024
12 months
2023
12 months
2024
IV quarter
2023
IV quarter
Revenue
2
539,049 466,304 160,373 126,466
Cost of goods sold
3
(443,162) (401,267) (127,565) (104,625)
Gross profit 95,887 65,037 32,808 21,841
Marketing expenses (5,030) (4,312) (1,664) (1,299)
General and administrative expenses (21,908) (19,423) (6,793) (6,527)
Other operating income 5,724 4,171 759 772
Other operating expenses (2,190) (991) 322 (377)
Operating profit 72,483 44,482 25,432 14,410
Finance income/costs 3,931 7,500 1,407 3,735
incl. finance income/costs from investments in
subsidiaries
(5,087) - (1,968) -
finance income/costs from joint ventures 9,951 10,220 3,317 4,159
interest expense (1,823) (2,697) (354) (686)
foreign exchange gain (loss) (948) (153) (17) 39
other financial income (expenses) 1,838 130 429 223
Profit before tax 76,414 51,982 26,839 18,145
Corporate income tax expense (11,820) (6,081) (6,953) (4,254)
Net profit for financial year 64,594 45,901 19,886 13,891
incl. net profit attributable to equity holders of the parent 64,668 46,048 19,887 13,900
net profit attributable to non-controlling interest (74) (147) (1) (9)
Other comprehensive income, which can subsequently be
classified in the income statement
Currency translation differences of foreign entities 105 (41) (24) (25)
Comprehensive income for the period 64,699 45,860 19,862 13,866
incl. net profit attributable to equity holders of the parent 64,764 45,993 19,862 13,877
net profit attributable to non-controlling interest (65) (133) - (11)
Earnings per share for profit attributable to equity holders
4
of the parent (basic and diluted, in EUR)
3.65 2.60 1.12 0.79

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

unaudited

in thousand euros

Note 31.12.2024 31.12.2023
ASSETS
Current assets
Cash and cash equivalents 5 91,879 77,330
Short-term deposits 10,000 -
Trade and other receivables 6 51,419 68,754
Prepaid corporate income tax 270 2
Inventories 7 196,521 195,435
350,089 341,521
Non-current assets
Investments in joint ventures 21,571 21,915
Other shares and securities 80 80
Other long-term loans and receivables 8 40,196 24,490
Deferred income tax assets 5,056 3,298
Investment property 9 12,606 16,823
Property, plant and equipment 10 17,147 16,613
Intangible assets 11 350 520
97,006 83,739
TOTAL ASSETS 447,095 425,260
LIABILITIES
Current liabilities
Borrowings 12 21,303 19,673
Payables and prepayments 13 129,786 133,898
Income tax liability 7,101 4,260
Short-term provisions 14 7,678 10,451
165,868 168,282
Non-current liabilities
Long-term borrowings 12 12,102 35,142
Deferred income tax liability 6,148 4,441
Other long-term payables 15 8,719 5,495
26,969 45,078
TOTAL LIABILITIES 192,837 213,360
EQUITY
Non-controlling interests - (155)
Equity attributable to equity holders of the parent
Share capital 7,929 7,929
Statutory reserve capital 793 793
Currency translation differences (41) (838)
Retained earnings 245,577 204,171
254,258 212,055
TOTAL EQUITY 254,258 211,900
TOTAL LIABILITIES AND EQUITY 447,095 425,260

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

unaudited

in thousand euros

Equity attributable to equity holders of the parent Non
Share
capital
Statutory
reserve
capital
Currency
translation
differences
Retained
earnings
Total control
ling
interest
Total
Balance as at 31.12.2022 7,929 793 (783) 176,248 184,187 (495) 183,692
Profit (loss) for the reporting period - - - 46,048 46,048 (147) 45,901
Other comprehensive income - - (55) - (55) 14 (41)
Total comprehensive income
(loss) for the reporting period
- - (55) 46,048 45,993 (133) 45,860
Increase of share capital by non
monetary contribution and buyout
of non-controlling interest (Note
16)
- - - (189) (189) 237 48
Liquidation of non-controlling
interest
- - - (236) (236) 236 -
Dividends (Note 4) - - - (17,700) (17,700) - (17,700)
Total transactions with owners - - - (18,125) (18,125) 473 (17,652)
Balance as of 31.12.2023 7,929 793 (838) 204,171 212,055 (155) 211,900
Balance as at 31.12.2023 7,929 793 (838) 204,171 212,055 (155) 211,900
Profit (loss) for the reporting period - - - 64,668 64,668 (74) 64,594
Other comprehensive income - - 96 - 96 9 105
Total comprehensive income
(loss) for the reporting period
- - 96 64,668 64,764 (65) 64,699
Disposal of subsidiary (Note 16) - - 701 - 701 - 701
Buyout of non-controlling interest
(Note 16)
- - - (252) (252) 220 (32)
Dividends (Note 4) - - - (23,010) (23,010) - (23,010)
Total transactions with owners - - 701 (23,262) (22,561) 220 (22,341)
Balance as at 31.12.2024 7,929 793 (41) 245,577 254,258 - 254,258

The share capital of AS Merko Ehitus consists of 17,700,000 shares without nominal value.

CONSOLIDATED CASH FLOW STATEMENT

unaudited

in thousand euros

Note 2024
12 months
2023
12 months
Cash flows from operating activities
Operating profit 72,483 44,482
Adjustments:
Depreciation and impairment 3,235 3,658
(Profit)/loss from sale of non-current assets (2,916) (960)
Change in receivables and liabilities related to construction
contracts
6,302 35,359
Interest income from operating activities (1,917) (2,146)
Change in provisions 5,636 3,878
Change in trade and other receivables related to operating activities 826 777
Change in inventories (1,860) 25,713
Change in trade and other payables related to operating activities (14,044) 9,379
Interest received 1,900 2,145
Interest paid (2,404) (3,524)
Other finance income (costs) (180) (268)
Corporate income tax paid (9,297) (3,550)
Total cash flows from operating activities 57,764 114,943
Cash flows from investing activities
Disposal of subsidiary (4,303) -
Acquisition of associate (5) -
Purchase of other financial investments (10,000) -
incl purchase of deposits with maturities greater than 3 months (10,000) -
Purchase of investment property (45) (357)
Disposal of investment property 6,499 -
Purchase of property, plant and equipment (excl. leased assets) (1,736) (1,204)
Proceeds from sale of property, plant and equipment 612 1,232
Purchase of intangible assets (140) (194)
Interest received 2,017 297
Dividends received 10,300 1,200
Total cash flows from investing activities 3,199 974
Cash flows from financing activities
Proceeds from borrowings 18,701 48,160
Repayments of borrowings (40,546) (85,364)
Repayments of lease liabilities (1,551) (1,312)
Buyout of non-controlling interest (33) -
Dividends paid (22,940) (17,679)
Total cash flows from financing activities (46,369) (56,195)
Net increase/decrease in cash and cash equivalents 14,594 59,722
Change of deposits with maturities greater than 3 months 10,000 -
Total change 24,594 59,722
Cash and cash equivalents at the beginning of the period
5
77,330 17,665
Effect of exchange rate changes (45) (57)
Cash and cash equivalents at the end of the period
5
91,879 77,330
Deposits with maturities greater than 3 months at the end of period 10,000 -
Total at the end of the period 101,879 77,330

NOTES NOTE 1 ACCOUNTING POLICIES USED

The consolidated interim financial statements of the AS Merko Ehitus group for 12 months 2024 were prepared in accordance with the requirements of IAS 3 "Interim Financial Reporting" for condensed interim financial statements. The interim financial statements follow the same accounting principles and methods used in the 2023 financial statements. The accounting methods used to prepare the interim financial statements are in conformity with the International Financial Reporting Standards as they were adopted by the European Union. 2023 audited annual report and 2023 12 months unaudited interim report comparative figures are presented in the present financial report.

According to the best knowledge of the Management Board, the consolidated interim financial statements for the 12 months 2024 presents a true and fair view of the group's economic results based on the principle of going concern. The influence of seasonality of construction and the influence of the cyclical nature of development activity on the period's results can be considered insignificant.

NOTE 2 OPERATING SEGMENTS

in thousand euros

The top operating decision-maker, i.e. the Management Board of parent company AS Merko Ehitus, monitors the business operations of the group by operating segments and countries.

Reporting of the group's operations are segmented as:

  • construction service,
  • real estate development.

Construction service segment includes in Baltic states the services in the fields of general construction, civil engineering, electrical construction and concrete works services, additionally in Estonia road construction. Other operating areas (managerial services, supervision service, etc.) are insignificant to the group and they are reported within the construction service segment. The real estate development segment primarily consists of the group's own real estate development – construction and sale; to a lesser degree, it also includes real estate maintenance and leasing.

The business result of a segment is assessed based on external revenue, operating profit and profit before tax of the business segment. The operating profit and profit before tax of the segment is composed of the income and expenditure related to the segment. Other income and expenses not related to the segments are attributable to the activities of holding companies and are monitored at group level.

Additional information on the segments is provided in the Business activities chapter of the Management report.

In the segment reporting, all inter-segment income and expenses have been eliminated from the pre-tax profit of the segments and all unrealised internal profits have been eliminated from the segment assets.

AS MERKO EHITUS CONSOLIDATED INTERIM REPORT

2024 12 months Construction service Real estate
development
Total
segments
Revenue 476,546 86,367 562,913
Inter-segment revenue (1,989) (21,875) (23,864)
Revenue from clients 474,557 64,492 539,049
incl. timing of revenue recognition at a point in time 1,550 59,569 61,119
timing of revenue recognition over time 473,007 4,923 477,930
Operating profit (loss) 59,420 16,450 75,870
Profit (loss) before tax 64,442 15,609 80,051
incl. interest income from operating activities 65 1,842 1,907
depreciation (2,652) (583) (3,235)
recognition of provisions (5,807) (853) (6,660)
reversal of provisions 1,408 - 1,408
finance income/costs from investments in subsidiaries (5,087) - (5,087)
profit from joint ventures 9,396 555 9,951
other finance income (costs) 620 (1,374) (754)
incl. interest income 1,561 67 1,628
interest expenses (122) (1,268) (1,390)
Assets 31.12.2024 103,410 239,737 343,147
incl. joint ventures 13,339 8,232 21,571
2023 12 months Construction service Real estate
development
Total
segments
Revenue 299,338 208,332 507,670
Inter-segment revenue (1,168) (40,198) (41,366)
Revenue from clients 298,170 168,134 466,304
incl. timing of revenue recognition at a point in time 2,418 141,098 143,516
timing of revenue recognition over time 295,752 27,036 322,788
Operating profit (loss) 20,504 26,731 47,235
Profit (loss) before tax 26,200 29,344 55,544
incl. interest income from operating activities - 2,146 2,146
depreciation (2,805) (853) (3,658)
impairment of inventories - (2,200) (2,200)
recognition of provisions (5,659) (1,128) (6,787)
reversal of provisions 144 156 300
profit from joint ventures 5,771 4,449 10,220
other finance income (costs) 113 (1,743) (1,630)
incl. interest income 259 - 259
interest expenses (101) (1,531) (1,632)
Assets 31.12.2023 96,111 249,513 345,624
incl. joint ventures 14,238 7,677 21,915

AS MERKO EHITUS CONSOLIDATED INTERIM REPORT

2024 IV quarter Construction service Real estate
development
Total
segments
Revenue 137,482 30,331 167,813
Inter-segment revenue (1,141) (6,299) (7,440)
Revenue from clients 136,341 24,032 160,373
incl. timing of revenue recognition at a point in time 188 23,035 23,223
timing of revenue recognition over time 136,153 997 137,150
Operating profit (loss) 20,211 6,223 26,434
Profit (loss) before tax 21,856 6,011 27,867
incl. interest income from operating activities 65 451 516
depreciation (746) (141) (887)
recognition of provisions (1,658) (339) (1,997)
reversal of provisions 1,212 - 1,212
finance income/costs from investments in subsidiaries (1,968) - (1,968)
profit from joint ventures 3,235 82 3,317
other finance income (costs) 394 (282) 112
incl. interest income 445 23 468
interest expenses (34) (287) (321)
Assets' change in IV quarter (42,803) (1,716) (44,519)
incl. joint ventures (4,060) 82 (3,978)
2023 IV quarter Construction service Real estate
development
Total
segments
Revenue 89,808 44,575 134,383
Inter-segment revenue (310) (7,607) (7,917)
Revenue from clients 89,498 36,968 126,466
incl. timing of revenue recognition at a point in time 1,688 31,606 33,294
timing of revenue recognition over time 87,810 5,362 93,172
Operating profit (loss) 8,886 6,231 15,117
Profit (loss) before tax 11,753 7,272 19,025
incl. interest income from operating activities - 504 504
depreciation (1,027) (309) (1,336)
recognition of provisions (2,139) (576) (2,715)
reversal of provisions 144 156 300
profit from joint ventures 2,616 1,543 4,159
other finance income (costs) 247 (463) (216)
incl. interest income 242 - 242
interest expenses (28) (438) (466)
Assets' change in III quarter (11,085) (7,985) (19,070)
incl. joint ventures 2,617 1,542 4,159

In addition to the segment assets, as at 31.12.2024 the group holds assets in the amount of EUR 103,948 thousand (31.12.2023: EUR 79,636 thousand) that cannot be associated with a specific segment or the allocation of which to segments would be impracticable. The unallocated assets of the group comprise cash and cash equivalents, deposits, tax prepayments, other receivables and an unallocated portion of property, plant and equipment.

RECONCILIATION OF THE PRE-TAX PROFIT OF SEGMENTS AND THE GROUP

in thousand euros

2024
12 months
2023
12 months
2024
IV quarter
2023
IV quarter
Pre-tax profit from reporting segments 80,051 55,544 27,867 19,025
Other operating profit (loss) (3,388) (2,752) (1,003) (706)
incl. recognition of provisions (185) (238) (185) (238)
reversal of provisions - 900 - 900
finance income (costs) (249) (810) (25) (174)
incl. interest expenses (176) (735) (5) (154)
Total profit before tax 76,414 51,982 26,839 18,145

Other income and expenses, which are not directly associated with segments, are associated with holding companies.

REVENUE BY CLIENT LOCATION

in thousand euros and percentages

2024 12 months 2023 12 months 2024
IV quarter
2023
IV quarter
Estonia 224,655 42% 283,147 61% 73,452 46% 60,496 48%
Latvia 30,536 6% 61,843 13% 12,006 7% 13,762 11%
Lithuania 283,613 52% 115,232 25% 74,896 47% 51,397 40%
Norway 245 0% 6,082 1% 19 0% 811 1%
Total 539,049 100% 466,304 100% 160,373 100% 126,466 100%

CONTRACT ASSETS AND LIABILITIES

in thousand euros

31.12.2024 31.12.2023
Accrued income from construction services (Note 6) 8,965 8,305
Prepayments for construction services (Note 13) (41,612) (34,584)
Advance payments received for construction contract works (Notes 13, 15) (7,969) (33,727)
Recognised provision for onerous construction contracts (Note 14) (7) (8)

NON-CURRENT ASSETS (EXCEPT FOR FINANCIAL ASSETS) BY LOCATION OF ASSETS

in thousand euros

31.12.2024 31.12.2023
Estonia 42,556 42,317
Latvia 6,480 10,837
Lithuania 2,718 2,762
Norway - 35
Total 51,754 55,951

NOTE 3 COST OF GOODS SOLD

in thousand euros

2024 2023 2024 2023
12 months 12 months IV quarter IV quarter
Construction services and properties
purchased for resale
332,065 279,421 98,385 77,191
Materials 41,566 47,970 8,273 7,271
Labour costs 32,888 32,999 10,926 9,775
Construction mechanisms and transport 7,719 8,881 1,818 1,636
Design 7,641 7,703 2,274 2,483
Real estate management costs 1,444 1,105 385 303
Depreciation 2,182 2,599 538 946
Impairment of inventories - 2,200 - -
Provisions 3,866 5,296 1,142 1,796
Other expenses 13,791 13,093 3,824 3,224
Total cost of goods sold 443,162 401,267 127,565 104,625

NOTE 4 EARNINGS AND DIVIDENDS PER SHARE

Basic earnings per share for profit attributable to equity holders of the parent have been derived by dividing the net profit attributable to shareholders by the weighted average number of shares.

2024
12 months
2023
12 months
2024
IV quarter
2023
IV quarter
Net profit (loss) attributable to shareholders (in thousand EUR) 64,668 46,048 19,887 13,900
Weighted average number of ordinary shares (thousand pcs) 17,700 17,700 17,700 17,700
Earnings (loss) per share (in euros) 3.65 2.60 1.12 0.79

The group did not have any potential ordinary shares to be issued,therefore the diluted earnings per share equal the basic earnings per share.

Dividends payable are recognised after the approval of profit allocation by the shareholders. In accordance with the profit allocation decision, in 2024 the parent company AS Merko Ehitus paid dividends of EUR 23,010 thousand, i.e. EUR 1.30 per share (in 2023 were paid EUR 17,700 thousand). The income tax expense related to the payment of dividends, 1,538 thousand euros, which was recognised as deferred tax expense in the group in 2023, paid in third quarter. The group withheld an additional 7% income tax, in the amount of 70 thousand euros, on the part of the dividends paid to private shareholders taxable at 14/86 income tax rate.

Pursuant to IAS 12, the deferred income tax expense and liability will be recognized in AS Merko Ehitus group consolidated financial statements based on the share of net profit in the year ended that is planned to be paid out as dividends in the foreseeable future.

As at 31.12.2024 the balance of deferred income tax liability includes deferred income tax on dividends in the amount of 4,642 thousand euros (31.12.2023: EUR 2,894 thousand euros).

As of 31.12.2024, the parent company AS Merko Ehitus has EUR 9,296 thousand (31.12.2023: EUR 1,513 thousand) in dividends received from subsidiaries in previous periods and income from abroad, on which the income tax has been withheld.

As at 31.12.2024, it is possible to pay out dividends to shareholders from retained earnings in the amount of EUR 193,562 thousand (31.12.2023: EUR 162,969 thousand). Considering the dividends received and income tax withheld on foreign income totalling EUR 2,621 thousand (31.12.2023: EUR 378 thousand), the corresponding income tax on dividends would amount to EUR 51,974 thousand (31.12.2023: EUR 40,364 thousand). The calculation of additional income tax on dividends is based on the income tax rate of 22% (22/78 of net dividends), effective from 01.01.2025. The income tax related to disbursement of dividends is recognised as a liability and income tax expense upon the announcement of dividends.

NOTE 5 CASH AND CASH EQUIVALENTS

in thousand euros

31.12.2024 31.12.2023
Bank accounts 90,375 61,545
Overnight deposits 1,504 785
Term deposits with maturities of 3 months of less - 15,000
Total cash and cash equivalents 91,879 77,330

NOTE 6 TRADE AND OTHER RECEIVABLES

in thousand euros

31.12.2024 31.12.2023
Trade receivables
Accounts receivable 37,883 54,692
Allowance for doubtful receivables (3) (134)
37,880 54,558
Tax prepayments excluding corporate income tax
Value added tax 570 661
Accrued income form construction services 8,965 8,305
Other short-term receivables
Interest receivables 19 -
Other short-term receivables 88 1,029
107 1,029
31.12.2024 31.12.2023
Prepayments for services
Prepayments for construction services 2,555 2,922
Prepaid insurance 901 1,137
Other prepaid expenses 441 142
3,897 4,201
Total trade and other receivables 51,419 68,754
incl. other short-term receivables and prepayments to related parties (Note 16) 4,746 10,743

NOTE 7 INVENTORIES

in thousand euros
31.12.2024 31.12.2023
Materials 625 358
Work-in-progress 63,459 60,244
Finished goods 43,996 43,357
Goods for resale
Registered immovables purchased for resale/development 87,720 89,434
Other goods purchased for resale 405 1,558
88,125 90,992
Prepayments for inventories
Prepayments for real estate properties 13 -
Prepayments for other inventories 303 484
316 484
Total inventories 196,521 195,435

NOTE 8 OTHER LONG-TERM LOANS AND RECEIVABLES

in thousand euros

31.12.2024 31.12.2023
Long-term loan receivables 7,300 -
Long-term receivables from customers of construction services 32,896 24,490
Total other long-term loans and receivables 40,196 24,490
incl. short-term loan receivables from related parties (Note 16) 7,300 -

NOTE 9 INVESTMENT PROPERTY

in thousand euros 31.12.2024 31.12.2023 Land 6,109 10,172 Right of superficies at carrying amount Cost 29 29 Accumulated depreciation (16) (15) 13 14 Buildings at carrying amount Cost 8,026 8,012 Accumulated depreciation (1,587) (1,375) 6,439 6,637 Construction in progress 45 - Total investment property 12,606 16,823

NOTE 10 PROPERTY, PLANT AND EQUIPMENT

in thousand euros

31.12.2024 31.12.2023
Land 1,266 1,266
Buildings at carrying amount*
Cost 7,468 8,322
Accumulated depreciation (3,519) (3,997)
3,949 4,325
Machinery and equipment at carrying amount*
Cost 19,264 18,588
Accumulated depreciation (9,855) (9,639)
9,409 8,949
Other fixtures at carrying amount
Cost 3,584 4,526
Accumulated depreciation (2,320) (3,085)
1,264 1,441
Construction in progress and prepayments for property, plant and equipment 1,259 632
Total property, plant and equipment 17,147 16,613

* As of 31 December 2024, the balance of buildings at carrying amount includes leased assets in a sum of EUR 365 thousand (31.12.2023: EUR 561 thousand). The balance of machinery and equipment at carrying amount includes leased assets in a sum of EUR 4,086 thousand (31.12.2023: EUR 3,708 thousand).

NOTE 11 INTANGIBLE ASSETS

in thousand euros

31.12.2024 31.12.2023
Goodwill
Cost 1 65
Impairment - (64)
1 1
Software at carrying amount
Cost 1,537 1,431
Accumulated depreciation (1,198) (1,097)
339 334
Prepayments for intangible assets 10 185
Total intangible assets 350 520

NOTE 12 BORROWINGS

in thousand euros

31.12.2024 31.12.2023
Lease liabilities*
Lease liabilities balance 4,520 4,402
incl. current portion 1,031 1,092
non-current portion 25 years 3,489 3,310
Bank loans
Loan balance 28,511 44,356
incl. current portion 19,898 12,524
non-current portion 25 years 8,613 31,832
Loans from entities under common control
Loan balance (Note 16) - 6,000
incl. current portion - 6,000
Loans from other entities
Loan balance 374 57
incl. current portion 374 57
Total loans
Loans balance 28,885 50,413
incl. current portion 20,272 18,581
non-current portion 2…5 years 8,613 31,832
Total borrowings 33,405 54,815
incl. current portion 21,303 19,673
non-current portion 25 years 12,102 35,142

* As of 31 December 2024, the lease liabilities include a balance of EUR 158 thousand to related parties (31.12.2023: EUR 216 thousand) (Note 16).

NOTE 13 PAYABLES AND PREPAYMENTS

in thousand euros

31.12.2024 31.12.2023
Trade payables 55,469 42,472
Payables to employees 18,206 14,846
Tax liabilities, except for corporate income tax
Value added tax 3,309 4,258
Personal income tax 612 769
Social security tax 1,947 2,075
Unemployment insurance tax 77 70
Contributions to mandatory funded pension 42 48
Other taxes 148 113
6,135 7,333
Prepayments for construction services 41,612 34,584
Other liabilities
Interest liabilities 88 98
Other liabilities 171 537
259 635
Prepayments received * 8,105 34,028
Total payables and prepayments 129,786 133,898
incl. payables to related parties (Note 16) 47 173

* As of 31 December 2024,the balance of prepayments received consists of prepayments received in connection with construction contracts (advance payments received for construction contract works) in a sum of EUR 4,373 thousand (31.12.2023: EUR 31,360 thousand) and of prepayments received in connection with residential properties (apartment buyers) in a sum of EUR 3,732 thousand (31.12.2023: EUR 2,668 thousand) (Note 2).

NOTE 14 SHORT-TERM PROVISIONS

in thousand euros

31.12.2024 31.12.2023
Provision for warranty obligation for construction 5,181 5,954
Provision for costs of projects sold and work-in-progress projects 1,702 2,460
Provision for onerous construction contracts 7 8
Provision for legal costs and claims filed 410 1,706
Other provisions 378 323
Total short-term provisions 7,678 10,451

NOTE 15 OTHER LONG-TERM PAYABLES

in thousand euros

31.12.2024 31.12.2023
Trade payables 5,123 3,128
Prepayments received * 3,596 2,367
Other long-term payables total 8,719 5,495

* As of 31 December 2024, the balance of prepayments received consists of prepayments received in connection with construction contracts (advance payments received for construction contract works) in a sum of EUR 3,596 thousand (31.12.2023: EUR 2,367 thousand) (Note 2).

NOTE 16 RELATED PARTY TRANSACTIONS

In compiling the group report, the following entities have been considered as related parties:

  • parent company AS Riverito;
  • shareholders of AS Riverito with significant influence over AS Merko Ehitus through AS Riverito;
  • other shareholders with significant influence;
  • other subsidiaries under control of AS Riverito shareholders or so-called sister companies, in the ote 'Entities under common control';
  • associates and joint ventures;
  • key members of the management (supervisory and management board), their close relatives and entities under their control or significant influence.

Significant influence is presumed to exist when the person has more than 20% of the voting power.

The parent of AS Merko Ehitus is AS Riverito. As at 31.12.2024 and 31.12.2023, AS Riverito owned 71.99% of the shares of AS Merko Ehitus. The ultimate controlling party of the group is Mr. Toomas Annus.

AS MERKO EHITUS SUBSIDIARIES AND JOINT VENTURES

Ownership and voting
rights %
Location Area of operation
31.12.2024 31.12.2023
Subsidiaries
AS Merko Ehitus Eesti 100 100 Estonia, Tallinn Construction
OÜ Tähelinna Kinnisvara 100 100 Estonia, Tallinn Real estate
OÜ Vahi Lastehoid 100 100 Estonia, Tallinn Real estate
OÜ Merko Kaevandused 100 100 Estonia, Tallinn Mining
OÜ Metsara-Metspere
Kinnisvara
- 100 Estonia, Tallinn Mining
Tallinna Teede AS 100 100 Estonia, Tallinn Road construction
OÜ Merko Kodud 100 100 Estonia, Tallinn Real estate
UAB Merko Statyba 100 100 Lithuania, Vilnius Construction
UAB Timana 100 100 Lithuania, Vilnius Real estate
UAB VPSP 2 100 100 Lithuania, Vilnius Real estate
UAB VPSP Projektai 100 100 Lithuania, Vilnius Real estate
OÜ Merko Property 100 100 Estonia, Tallinn Real estate
UAB Balsiu Mokyklos SPV 100 100 Lithuania, Vilnius Real estate
UAB Merko Bustas 100 100 Lithuania, Vilnius Real estate
UAB MN Projektas 100 100 Lithuania, Vilnius Real estate
UAB MN 2 Projektas 100 100 Lithuania, Vilnius Real estate
UAB MB Projektas 100 100 Lithuania, Vilnius Real estate
UAB Statinių Priežiūra ir
Administravimas
100 100 Lithuania, Vilnius Real estate
UAB MB 4 Projektas 100 100 Lithuania, Vilnius Real estate
OÜ Merko Investments 100 100 Estonia, Tallinn Holding
SIA Merks - 100 Latvia, Riga Construction
SIA Industrialais Parks - 100 Latvia, Riga Real estate
PS Merks-Ostas Celtnieks - 65 Latvia, Riga Construction
PS Merks Merko Infra - 100 Latvia, Riga Construction
SIA Merks Mājas - 100 Latvia, Riga Real estate
SIA Ropažu Priedes - 100 Latvia, Riga Real estate
SIA Zakusala Estates - 100 Latvia, Riga Real estate
SIA Merko Būve 100 100 Latvia, Riga Construction
PS MB.MEE 100 - Latvia, Riga Construction
SIA Merko Management Latvia 100 100 Latvia, Riga Real estate
OÜ Merko Residential Investments 100 - Estonia, Tallinn Holding
SIA Merks Mājas 100 - Latvia, Riga Real estate
SIA Ropažu Priedes 100 - Latvia, Riga Real estate
SIA Zakusala Estates 100 - Latvia, Riga Real estate
Merko Investments AS 100 100 Norway, Sofiemyr Holding
Peritus Entreprenør AS - 100 Norway, Sofiemyr Construction
Løkenskogen Bolig AS 100 62 Norway, Sofiemyr Real estate
OÜ Merko Ehitus Ventures 100 - Estonia, Tallinn Holding
Ownership and voting
rights %
Location Area of operation
31.12.2024 31.12.2023
50 50 Estonia, Tallinn Real estate
50 - Estonia, Tallinn Holding
50 50 Estonia, Tallinn Construction

Additional information on the changes during the reported period is provided in chapter Corporate Governance in Management report.

GOODS AND SERVICES

in thousand euros

2024 12 months 2023 12 months
Provided services and goods sold
Parent company - 6
Joint ventures 3,904 26,708
Entities under common control 47,003 82,058
Members of the management 31 161
Total services provided and goods sold 50,938 108,933
Interest income
Joint ventures 32 215
Entities under common control 6 -
Total interest income 38 -
Purchased services and goods
Parent company - 49
Joint ventures 18 268
Entities under common control 80 75
Total purchased services and goods 98 392
Interest expense
Parent company - 30
Entities under common control 130 362
Other related parties - 1
Total interest expense 130 393

BALANCES WITH RELATED PARTIES

in thousand euros
31.12.2024 31.12.2023
Receivables from related parties
Loans granted (Notes 6,8)
Joint venture 7,300 -
Receivables and prepayments (Note 6)
Joint ventures 142 1,852
Entities under common control 4,585 8,862
Members of the management 19 29
Total receivables and prepayments 4,746 10,743
Total receivables from related parties 12,046 10,743
31.12.2024 31.12.2023
Payables to related parties
Lease liabilities (Note 12)
Entities under common control 158 216
Short-term loans received (Note 12)
Entities under common control - 6,000
Total Short-term loans received - 6,000
Payables and prepayments (Note 13)
Joint ventures 12 142
Entities under common control 35 31
Total payables and prepayments 47 173
Total payables to related parties 205 6,389

REMUNERATION OF THE MEMBERS OF THE SUPERVISORY AND MANAGEMENT BOARDS

The cost of remuneration to members of the Supervisory Board and Management Board of AS Merko Ehitus incl. basic salaries and performance pay, as well as taxes and changes in reserves for the 12 months of 2024 were EUR 1,824 thousand (12 months of 2023: EUR 1,843 thousand).

SEVERANCE BENEFITS OF MEMBERS OF THE SUPERVISORY AND MANAGEMENT BOARDS

Authorization agreements have been concluded with the Supervisory Board members, according to which no severance benefits are paid to them upon termination of the contract. In the 12 months of 2024, the Management Board members of AS Merko Ehitus did not receive benefits. In 2023, a member of the management was paid the compensation for non-competition observance in the amount of one year's service fee, EUR 120 thousand.

MEMBERS OF THE SUPERVISORY AND MANAGEMENT BOARD

Track record and photographs of the members of the Supervisory Board can be found on AS Merko Ehitus website at group.merko.ee/en/management-and-supervisory-board/.

Shares held by members of the Supervisory Board of AS Merko Ehitus as of 31.12.2024:

NO OF SHARES % OF SHARES
Toomas Annus (AS Riverito) * Chairman of the Supervisory Board 12,742,686 71.99%
Indrek eivelt (OÜ Trust I ) Member of the Supervisory Board 31,635 0.18%
Kristina Siimar Member of the Supervisory Board - -
12,774,321 72.17%

* Toomas Annus controls through a holding company the majority of the votes determined by shares in AS Riverito. Thus the shares of AS Riverito and the votes determined by it in AS Merko Ehitus (12,742,686 shares) are considered to be under the control of Toomas Annus.

The Management Board of the holding company AS Merko Ehitus has three members: Ivo Volkov Tõnu Toomik and Urmas Somelar.

Shares held by members of the Management Board of AS Merko Ehitus as of 31.12.2024:

NO OF SHARES % OF SHARES
Ivo Volkov Chairman of the Management Board 4,137 0.02%
Tõnu Toomik Member of the Management Board - -
Urmas Somelar Member of the Management Board - -
4,137 0.02%

NOTE 17 CONTINGENT LIABILITIES

in thousand euros

The group has obtained the following guarantees from financial institutions and issued sureties to guarantee the group's obligations to third parties. These amounts represent the maximum right of claim by third persons against the group in case the group is unable to meet its contractual obligations. Management estimates that additional expenses related to these guarantees are unlikely.

31.12.2024 31.12.2023
Performance period's warranty to the customer 42,115 39,359
Tender warranty 6 32
Guarantee for warranty period 22,632 27,194
Prepayment guarantee 23,300 31,466
Payment guarantee 57 -
Contracts of surety 2,108 500
Total contingent liabilities 90,218 98,551

Performance period's warranty to the customer – warranty provider guarantees to the customer that the contractor's obligations arising from construction contract will be adequately fulfilled.

Tender warranty – warranty provider guarantees to the customer arranging the tender process that the tenderer will sign a contract as per tender conditions.

Guarantee for warranty period – guarantee provider guarantees to the customer that the construction defects discovered during the warranty period will be eliminated.

Prepayment guarantee – guarantee provider guarantees to the customer that advances will be reimbursed, if contractor fails to deliver goods or services agreed.

Payment guarantee – guarantee provider guarantees repayments of the customer's developer's loan and or guarantee provider guarantees to the customer payment for goods or services.

Contracts of surety – the group guarantees the timely fulfilment of group member's liabilities towards a third party (e.g. providing services by a certain date in the agreed amount).

DEFINITION OF RATIOS

Gross profit
Gross profit margin (%) = Revenue
Operating profit margin (%) = Operating profit
Revenue
EBT margin (%) = Pre-tax profit
Revenue
Net profit margin (%) = Net profit (attributable to equity holders of the parent)
Revenue
Return on equity, ROE (%) = Net profit (attributable to equity holders of the parent) of the current 4 quarters
Shareholders equity (average of the current 4 quarters)
Return on assets, ROA (%) = Net profit (attributable to equity holders of the parent) of the current 4 quarters
Total assets (average of the current 4 quarters)
Return on invested capital, ROIC (%) = (Profit before tax + interest expense - foreign exchange gain (loss) + other financial income) of the current 4 quarters
(Shareholders equity (average) + interest-bearing liabilities (average)) of the current 4 quarters
Equity ratio (%) = Shareholders' equity
Total assets
Debt ratio (%) = Interest-bearing liabilities
Total assets
Current ratio = Current assets
Current liabilities
Current assets - inventories
Quick ratio = Current liabilities
Trade receivables of the current 4 quarters (average) x 365
Accounts receivable turnover(days) = Revenue of the current 4 quarters
Payables to suppliers of the current 4 quarters (average) x 365
Accounts payable turnover (days) = Cost of goods sold of the current 4 quarters
EBITDA (million EUR) = Operating profit + depreciation
Operating profit + depreciation
EBITDA margin (%) = Revenue
General expense ratio (%) = Marketing expenses + General and administrative expenses
Revenue
Labour cost ratio (%) = Labour costs
Revenue
Revenue per employee (EUR) = Revenue
Number of employees (average)
Earnings per share, EPS (EUR) = Net profit (attributable to equity holders of the parent)
Number of shares
Equity/share (EUR) = Shareholders equity (average of the current 4 quarters)
Number of shares
Dividend per share (EUR) = Payable dividends
Number of shares
Dividend rate (%) = Payable dividends x 100
Net profit (attributable to equity holders of the parent)
Dividend yield (%) = Dividends payable per share
Share price 31.12
Share price 31.12
P/E = Earnings per share of the current 4 quarters
Share price 31.12
P/B = Equity per share (average of the current 4 quarters)

Market value = Share price 31.12 x Number of shares

Talk to a Data Expert

Have a question? We'll get back to you promptly.