FINANCIAL STATEMENTS 2012
Consti Yhtiöt Oy
(2203605-5)
1 January 2012 - 31 December 2012
English text is a translation of the official Financial Statements. In
the event of any discrepancies between the Finnish and the English
version, the Finnish version shall prevail.
Consti Yhtiöt Oy
CONTENTS
List of accounting books
Financial statements
Annual report
1-4
Consolidated balance sheet
5-6
Consolidated income statement
7
Consolidated cash flow statement
8
Balance sheet of the parent company
9-10
Income statement of the parent company
11
Cash flow statement of the parent company
12
Notes to the income statement and the
balance sheet
13-18
Signatures
19
Accounting books
20
1
ANNUAL REPORT 1 JANUARY 2012 TO 31 DECEMBER 2012 General Consti Yhtiöt is the leading company focusing on renovation in Finland. In Consti Yhtiöt, specialised entrepreneurs and professionals of building contracting, technical building services, pipeline renovation as well as building facade repair and maintenance operate under the same name. Operating environment The general economic uncertainty made decision‐making difficult for the customers, which could be observed in the operating environment during the year 2012. The estimates of Finland’s economic growth in 2012 are close to zero. We believe, however, that the demand for renovation will continue to grow steadily. The growth of the building stock and its aging as well as efforts to modernise the building stock with regard to technology and implement repair measures that improve energy efficiency will continue to sustain this development even in the future. Assessment of financial condition and results; Key financial figures In 2012, the group’s revenue remained the same but the EBITDA grew by 163%. Despite the good development, we still failed to meet the long‐term goals set for profitability. Key financial figures of the group Group 2012
2011
2010
EUR 1,000 Revenue 141,872
141,264
135,321
EBITDA 4,341
1,647
5,043
EBITDA % 3.06%
1.17%
3.73%
Operating profit without 3,059
406
4,207
goodwill amortisation (EBITA) Operating profit without 2.16%
0.29%
3.11%
goodwill amortization % Operating profit ‐ 1,883
‐ 4,555
477
Operating profit % ‐ 1.33%
‐ 3,22%
0.35%
Equity ratio 37.10%
26.71%
31.35%
* In the calculation of the group’s equity ratio, shareholder loans and convertible bond loans granted to the company by shareholders have been classified as equity. Key financial figures of the parent company Parent 2012
2011
2010
EUR 1,000 Revenue 1,452
1,459
1,434
EBITDA ‐ 595
‐ 391
‐ 135
EBITDA % ‐ 40.98%
‐ 26.81%
‐ 9.45%
Operating profit ‐ 738
‐ 465
‐ 201
Operating profit % ‐ 50.84%
‐ 31.85%
‐ 14.05%
Equity ratio 63.25%
50.06%
28.94%
On 31 December 2012, the group’s uninvoiced order book was EUR 96.9 million (61.8 million). The order book was at a historic high at the turn of the year and this provides a good starting point for the year 2013. Business areas The business areas of the Consti group are technical building services, building facades and renovation contracting. Technical Building Services: The Technical Building Services business area is divided into services for non‐
residential properties and services for residential properties. The services for non‐residential properties include Business ID 2203605-5
Domicile Helsinki
2
construction of offices, business premises and public buildings as well as maintenance services related to building technology, and the services for residential properties include pipeline renovation with traditional and modern methods as well as maintenance services related to building technology. The revenue and the EBITDA of the business area increased during the financial year. The Technical Building Services business area operates under the name Consti Talotekniikka Oy. In accordance with the strategy, the services for non‐residential properties were concentrated on the market areas of Uusimaa and Pirkanmaa. On the operational level, the focus was still on technical building, turnkey contracting and especially renovation operations. The services for residential properties were concentrated on the pipeline renovations of housing corporations. Building Facades: The Building Facades business area focuses mainly on the market for housing corporations. The revenue and the EBITDA of the business area increased during the financial year. The Building Facades business area operates under the name Consti Julkisivut Oy. Renovation Contracting: The Renovation Contracting business area includes the renovation of offices, business premises and public buildings. The market for the largest section, the renovation of business premises, was very competitive and the economic uncertainty was evident as the investment levels of the customers were moderate during the year 2012. The revenue of the business area decreased but the EBITDA improved during the year 2012. The Renovation Contracting business area operates under the name Consti Korjausurakointi Oy. Changes in group structure During the year 2012, Consti Yhtiöt carried out one acquisition. Restamaster Oy, which belonged to the Renovation Contracting business area, was sold in a share sale on 2 July 2013. Personnel The average number of personnel in the group was 660 (676), divided into 204 (190) clerical employees and 456 (486) other employees. The average number of employees in the company was 6 (6). The salaries and other remunerations were EUR 28,252,114.44 (26,354,313.28) on the group level and EUR 711,139.22 (560,223.85) on the company level. Risks and uncertainties The biggest risks for the business of Consti Yhtiöt are market risks, project risks, financing risks, credit loss risks, environmental risks as well as accidents and damage. The necessary measures have been defined to manage the most significant risks. The most significant risk facing Consti Yhtiöt in the near future is the market risk. The company’s focus on renovation should mitigate the company’s risk in comparison to the general risk level of the entire sector. Environment The group develops its operations and services taking environmental matters into account. Future prospects The continuation of the European crisis and the slowdown of global economic growth weaken the economic prospects also in Finland. The total amount of construction is expected to decrease slightly in 2013. While the demand for renovation continues to grow steadily, the waning in the other construction sectors will affect the market and competitive situation in 2013. We estimate that the revenue for 2013 will be higher than the previous year and that the result before taxes will be better than in 2012. Research and development Research and development activities support the strategy and growth areas of Consti Yhtiöt and include the development of the company’s systems and processes as well as the development taking place within the cooperation networks of the renovation sector. In order to improve the efficiency and profitability of operations, Business ID 2203605-5
Domicile Helsinki
3
industrial direction and production methods were developed by participating in a group project funded by TEKES, among other things. New services were also developed in the RYM Indoor Environment Programme. Board of directors The board of directors of Consti Yhtiöt was composed of Janne Näränen, chairperson (from 22 March 2012), Erkki Norvio, member (chairperson until 22 March 2012), Petri Rignell, member, Jyrki Jalli, member, Pekka Salokangas, member (from 23 February 2012), and Antti Korkeela, member (from 23 February 2012). Auditor The auditor has been Ernst & Young Oy, Authorised Public Accountants, with Mikko Rytilahti, Authorised Public Accountant, appointed as the principal responsible auditor. Proposal of the board of directors on distribution of profits After taxes, the parent company’s loss for the financial year was EUR ‐3,435,278.37 (3,092,703.28). The board of directors proposes that no dividend is distributed and that the loss for the financial year is transferred to the non‐restricted equity. Authorisations granted to the board of directors Share issue authorisation On 17 November 2010, the general meeting of the company authorised the board of directors to decide on a share issue and an issue of special rights for the holder to receive shares. A maximum of 25,000 shares can be issued on the basis of the authorisation. By 31 December 2012, a total of [3,913] new shares have been issued on the basis of the authorisation. Special rights On 1 June 2012, the board of directors of the company was authorised by a unanimous resolution of the shareholders to decide on an issue of a maximum of 6,719 special rights in the form of convertible bonds for the holders to subscribe for a maximum of 6,719 new shares in the company. On the basis of the aforementioned authorisation, the board of directors decided on 1 June 2012 to issue a maximum of 6,719 special rights in the form of convertible bonds for certain shareholders of the company to subscribe for a maximum of 6,719 new shares in the company in deviation from the shareholders’ pre‐emptive subscription right. The special rights were issued as a part of a financing arrangement between the company and the persons subscribing for the special rights and there was therefore a weighty financial reason referred to in Chapter 10, section 1 of the Companies Act for the company to issue them. An obligation to work is attached to the special rights. On 20 November 2012, the board of directors of the company was authorised by a unanimous resolution of the shareholders to decide on an issue of a maximum of 3,080 special rights for the holders to subscribe for a maximum of 3,080 new shares in the company. On the basis of the aforementioned authorisation, the board of directors decided on 20 November 2012 to issue a maximum of 3,080 special rights for certain key employees of the company to subscribe for a maximum of 3,080 new shares in the company in deviation from the shareholders’ pre‐emptive subscription right. The special rights were issued to promote the commitment of the key employees to the Company and there was therefore a weighty financial reason referred to in Chapter 10, section 1 of the Companies Act for the company to issue them. An obligation to work is attached to the special rights. The subscription period for the shares subject to the special rights began after the special rights had been registered with the Trade Register and will continue for each holder of special rights until the company has completely repaid to such person the capital receivable under the convertible bond agreement relating to the special rights. A holder of special rights is entitled to set off the capital and interest receivables from the company based on the convertible bond agreement against the subscription price of the share in accordance with the terms and conditions of the convertible bond agreement. The subscription price of the shares will be entered in its entirety in the reserve for invested non‐restricted equity. Business ID 2203605-5
Domicile Helsinki
4
Shares At the end of the period, the company had 41.922 (41.922) shares in total. The shares do not have a nominal value and the share capital was EUR 2,500.00 in total. The company holds 330 (75) treasury shares corresponding to 0.79% of the total number of votes and shares. Capital loans With regard to the strategic investor shareholders covered by the majority shareholders’ agreement who had granted shareholder loans to the company, EUR 4,220,642.55 of their shareholder loans and unpaid interests accrued on those loans were converted into capital loans referred to in Chapter 12 of the Companies Act. Apart from the loan conversion, the terms and conditions of the loans remained unchanged. No interest that would not have been recognised as an expense has accrued on the loans. The loan conversion presented above served to strengthen the Company’s capital structure. The amount of capital loans at the end of the period was EUR 26,378,942.52. Convertible bonds Consti Yhtiöt issued convertible bonds amounting to EUR 3,000,000 in June and EUR 532.000 in December to the persons covered by the shareholders’ agreements of Consti Yhtiöt Oy. Events after the financial year No significant events after the financial year. BOARD OF DIRECTORS Business ID 2203605-5
Domicile Helsinki
Consti Group Ltd
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
5
CONSOLIDATED BALANCE SHEET
Currency EUR
31.12.2012
31.12.2011
ASSETS
NON-CURRENT ASSETS
Intangible assets
Intangible rights
360,252.70
507,041.18
Goodwill
276,990.10
332,397.24
32,991,182.41
37,895,310.23
128,660.39
140,545.76
33,757,085.60
38,875,294.41
105,788.76
116,437.75
Goodwill from consolidations
Other long-term expenses
Total intangible assets
Tangible assets
Land and waters
Owned
Buildings and constructions
Owned
Machinery and equipment
418,072.04
495,895.75
2,930,017.13
2,772,000.80
Other tangible assets
4,000.00
4,000.00
Total tangible assets
3,457,877.93
3,388,334.30
Investments
Other shares and similar rights of ownership
Total investments
TOTAL NON-CURRENT ASSETS
728,984.42
735,940.24
728,984.42
735,940.24
37,943,947.95
42,999,568.95
592,249.22
1,152,553.74
CURRENT ASSETS
Inventories
Materials and supplies
Other inventories
374,400.00
0.00
Total inventories
966,649.22
1,152,553.74
0.00
33,500.00
Receivables
Long-term receivables
Loans receivable
Other receivables
Total long-term receivables
64,392.60
0.00
64,392.60
33,500.00
14,291,249.23
15,661,908.99
Short-term receivables
Trade receivables
Loans receivable
0.00
3,150.00
34,364.35
143,422.42
5,708,758.78
9,393,081.33
20,034,372.36
25,201,562.74
93,460.25
93,460.25
93,460.25
93,460.25
1,462,278.78
12,367,578.47
TOTAL CURRENT ASSETS
22,621,153.21
38,848,655.20
TOTAL ASSETS
60,565,101.16
81,848,224.15
Other receivables
Accrued income
Total short-term receivables
Financing securities
Other shares and similar rights of ownership
Total financing securities
Cash and cash equivalents
Consti Group Ltd
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
6
CONSOLIDATED BALANCE SHEET
Currency EUR
31.12.2012
31.12.2011
Share capital
2,500.00
2,500.00
Total share capital
2,500.00
2,500.00
EQUITY AND LIABILITIES
EQUITY
Share capital
Other reserves
Reserve for invested non-restricted equity
6,232,007.00
6,232,007.00
6,232,007.00
6,232,007.00
Retained earnings (loss)
-12,420,047.45
-3,566,138.12
Profit for the year (loss)
-6,525,124.83
-8,823,909.33
-12,710,665.28
-6,155,540.45
332,243.63
527,419.09
332,243.63
527,419.09
26,378,942.52
20,143,909.06
Total other reserves
TOTAL EQUITY
OBLIGATORY PROVISIONS
Other obligatory provisions
TOTAL OBLIGATORY PROVISIONS
LIABILITIES
Non-current liabilities
Capital loans
Convertible bonds
Loans from financial institutions
Advances received
Non-current hire purchase liabilities
3,532,000.00
0.00
15,922,010.74
18,495,000.00
0.00
34,569.92
344,926.46
0.00
Trade payables
0.00
328,448.71
Other liabilities
3,561,991.54
7,060,798.55
49,739,871.26
46,062,726.24
Loans from financial institutions
4,000,000.00
19,463,091.55
Advances received
5,728,115.99
4,689,509.24
Trade payables
4,936,139.09
7,054,153.71
Total non-current liabilities
Current liabilities
Deferred tax liabilities
Other liabilities
136,176.69
136,176.69
3,124,716.39
4,461,913.65
5,278,503.39
5,608,774.44
23,203,651.55
41,413,619.28
TOTAL LIABILITIES
72,943,522.81
87,476,345.52
TOTAL EQUITY AND LIABILITIES
60,565,101.16
81,848,224.15
Accrued liabilities
Total current liabilities
Consti Group Ltd
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
7
CONSOLIDATED INCOME STATEMENT
Currency EUR
REVENUE
Increase (+) or decrease (-) in inventories of finished goods
and work in progress
Other operating income
1.1.201231.12.2012
141,872,146.55
1.1.201131.12.2011
141,263,663.97
20,412.65
-55,912.70
458,082.10
384,783.11
34,060,710.25
37,487,091.58
Materials and services
Materials, supplies and goods
Purchases during financial year
Increase or decrease in inventories
152,632.88
-14,763.80
58,433,016.43
58,474,017.28
92,646,359.56
95,946,345.06
28,252,114.44
26,354,313.28
Pension expenses
5,096,237.33
4,730,006.85
Other indirect personnel expenses
1,764,158.97
1,390,070.21
35,112,510.74
32,474,390.34
1,282,539.81
1,240,829.75
External services
Total materials and services
Personnel expenses
Salaries and wages
Indirect personnel expenses
Total personnel expenses
Depreciation and amortisations
Depreciation according to plan
4,942,102.03
4,960,684.26
6,224,641.84
6,201,514.02
Other operating expenses
10,250,336.85
11,524,926.19
OPERATING PROFIT (-LOSS)
-1,883,207.69
-4,554,641.22
0.00
426.22
14,677.25
182,326.77
Depreciation of goodwill
Total depreciation and amortisations
Financial income and expenses
Income from other investments held as non-current
assets
From others
Interest and other financial income
From others
Impairment of investments held as non-current assets
0.00
Interest and other financial expenses
To others
Total financial income and expenses
PROFIT (LOSS) BEFORE EXTRAORDINARY ITEMS
4,902,379.77
4,210,663.25
4,887,702.52
4,027,910.26
-6,770,910.21
-8,582,551.48
255,140.08
0.00
255,140.08
0.00
-6,515,770.13
-8,582,551.48
Extraordinary items
Extraordinary income
Total extraordinary items
PROFIT (LOSS) BEFORE APPROPRATIONS AND
TAXES
Income taxes
Taxes for the financial year
Deferred taxes
Total income taxes
PROFIT (LOSS) FOR THE FINANCIAL YEAR
46,111.34
304,426.57
-36,756.64
-63,068.72
9,354.70
241,357.85
-6,525,124.83
-8,823,909.33
8
Consti Group Ltd
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
CONSOLIDATED CASH FLOW STATEMENT
2012
2011
Cash flow from operations
Operating profit / loss
-1,883,207.69
-4,554,641.22
Financial income and expenses (+/–)
-2,127,170.42
-1,727,058.94
Adjustments to operational profit (+/–)
6,224,641.84
6,201,514.02
Change in working capital (–)
2,440,709.87
-1,756,675.50
-9,354.70
-241,357.85
4,645,618.90
-2,078,219.49
-1,284,322.21
-484,292.47
Income taxes paid (–)
Cash flow from operations (A)
Cash flow from investments
Investments in tangible and intangible assets (–)
255,140.08
0.00
Proceeds from sale of investments
0.00
435,038.66
Investments in other investments (–)
0.00
-1,281,745.17
Proceeds from sale of tangible and intangible assets
Loans granted /repaid
Cash flow from investments (B)
36,650.00
2,870.47
-992,532.13
-1,328,128.51
0.00
782,600.00
Cash flow from financing
Proceeds from issuance of share capital
Purchase of treasury shares
-30,000.00
0.00
Withdrawal /repayment of long-term borrowings
934,705.09
-1,855,601.16
-15,463,091.55
13,496,735.98
Cash flow from financing (C)
Withdrawal /repayment of short-term borrowings
-14,558,386.46
12,423,734.82
Change in cash and cash equivalents (A+B+C) increase (+)
/ decrease (–)
-10,905,299.69
9,017,386.82
Cash and cash equivalents at beginning of the year
12,367,578.47
3,350,191.65
Cash and cash equivalents at the end of the year
1,462,278.78
12,367,578.47
Consti Group Ltd
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
Currency EUR
9
BALANCE SHEET
31.12.2012
31.12.2011
ASSETS
NON-CURRENT ASSETS
Intangible assets
Intangible rights
40,945.51
38,911.34
Other long-term expenses
28,846.87
88,155.25
69,792.38
127,066.59
194,571.29
89,828.77
Total intangible assets
Tangible assets
Machinery and equipment
Other tangible assets
0.00
0.00
Total tangible assets
194,571.29
89,828.77
75,959,947.85
77,409,480.84
Investments
Rights of ownership in group companies
Other shares and similar rights of ownership
Total investments
TOTAL NON-CURRENT ASSETS
254,000.00
254,000.00
76,213,947.85
77,663,480.84
76,478,311.52
77,880,376.20
CURRENT ASSETS
Receivables
Long-term receivables
Long-term other receivables
30,892.60
0.00
Total long-term receivables
30,892.60
0.00
Short-term receivables
Trade receivables
Receivables from group companies
Loans receivable
Accrued income
Total short-term receivables
Cash and cash equivalents
TOTAL CURRENT ASSETS
TOTAL ASSETS
6,908.40
0.00
545,807.68
7,698,019.69
0.00
0.00
51,992.36
59,768.07
604,708.44
7,757,787.76
82,132.72
6,364,123.34
717,733.76
14,121,911.10
77,196,045.28
92,002,287.30
Consti Group Ltd
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
10
BALANCE SHEET
31.12.2012
31.12.2011
Share capital
2,500.00
2,500.00
Total share capital
2,500.00
2,500.00
6,232,007.00
6,232,007.00
6,232,007.00
6,232,007.00
19,677,437.19
16,584,733.91
Currency EUR
EQUITY AND LIABILITIES
EQUITY
Share capital
Other reserves
Reserve for invested non-restricted equity
Total other reserves
Retained earnings (loss)
Amount paid for treasury shares
Profit for the year (loss)
TOTAL EQUITY
-30,000.00
0.00
-3,435,278.37
3,092,703.28
22,446,665.82
25,911,944.19
26,378,942.52
20,143,909.06
LIABILITIES
Non-current liabilities
Capital loans
Convertible bonds
Loans from financial institutions
Non-current hire purchase liabilities
Other liabilities
Total non-current liabilities
3,532,000.00
0.00
15,640,000.00
18,495,000.00
50,437.69
0.00
3,561,991.55
7,060,798.55
49,163,371.76
45,699,707.61
4,000,000.00
19,461,065.44
111,950.93
78,721.98
Current liabilities
Loans from financial institutions
Trade payables
Liabilities to group companies
Other liabilities
Accrued liabilities
1,182,508.17
95.01
92,027.94
191,181.36
199,520.66
659,571.71
5,586,007.70
20,390,635.50
TOTAL LIABILITIES
54,749,379.46
66,090,343.11
TOTAL EQUITY AND LIABILITIES
77,196,045.28
92,002,287.30
Total current liabilities
Consti Group Ltd
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
11
INCOME STATEMENT
Currency EUR
REVENUE
Other operating income
1.1.201231.12.2012
1,452,073.87
1.1.201131.12.2011
1,459,205.65
8,046.87
Materials and services
Materials, supplies and goods
Purchases during financial year
External services
0.00
-3,000.00
0.00
4,891.82
Total materials and services
0.00
1,891.82
Other variable expenses
0.00
0.00
711,139.22
560,223.85
112,446.23
104,527.75
37,461.72
24,653.19
861,047.17
689,404.79
143,255.63
73,524.53
143,255.63
73,524.53
1,194,108.49
1,159,105.21
-738,290.55
-464,720.70
0.00
5,440,000.00
70,192.10
224,803.91
1,014.91
47,170.81
Personnel expenses
Salaries and wages
Indirect personnel expenses
Pension expenses
Other indirect personnel expenses
Total personnel expenses
Depreciation and amortisations
Depreciation according to plan
Total depreciation and amortisations
Other operating expenses
OPERATING PROFIT (-LOSS)
Financial income and expenses
Income from rights of ownership in group companies
Other interest and financial income
From group companies
From others
Interest and other financial expenses
5,428.33
40,897.92
4,638,907.32
3,963,652.82
Total financial income and expenses
-4,573,128.64
1,707,423.98
PROFIT (LOSS) BEFORE EXTRAORDINARY ITEMS
-5,311,419.19
1,242,703.28
1,875,467.01
1,850,000.00
1,875,467.01
1,850,000.00
-3,435,952.18
3,092,703.28
To group companies
To others
Extraordinary items
Extraordinary income
Total extraordinary items
PROFIT (LOSS) BEFORE APPROPRATIONS AND TAXES
Income taxes
Taxes for the financial year
Total income taxes
PROFIT (LOSS) FOR THE FINANCIAL YEAR
673.81
0.00
673.81
0.00
-3,435,278.37
3,092,703.28
12
Consti Group Ltd
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
CASH FLOW STATEMENT
2012
2011
-738,290.55
-464,720.70
-1,812,596.54
-1,319,751.86
Cash flow from operations
Operating profit / loss
Financial income and expenses (+/–)
Adjustments to operational profit (+/–)
Change in working capital (–)
Income taxes paid (–)
Cash flow from operations (A)
143,255.63
73,524.53
7,829,062.05
-1,670,838.39
673.81
0.00
5,422,104.40
-3,381,786.42
Cash flow from investments
Investments in tangible and intangible assets (–)
-190,723.94
-12,592.19
1,449,532.99
0.00
0.00
0.00
Investments in other investments (–)
0.00
-9,953,045.43
Received dividends from investments
0.00
5,440,000.00
1,258,809.05
-4,525,637.62
0.00
782,600.00
Proceeds from sale of tangible and intangible assets
Proceeds from sale of investments
Cash flow from investments (B)
Cash flow from financing
Proceeds from issuance of share capital
Purchase of own shares
-30,000.00
0.00
Withdrawal of long-term borrowings
652,694.36
-1,472,198.69
-15,461,065.44
12,050,932.55
1,875,467.01
1,850,000.00
-12,962,904.07
13,211,333.86
-6,281,990.62
5,303,909.82
Withdrawal of short-term borrowings
Received and paid group contribution (+/–)
Cash flow from financing (C)
Change in cash and cash equivalents (A+B+C) increase (+)
/ decrease (–)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
6,364,123.34
1,060,213.52
82,132.72
6,364,123.34
13
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
NOTES
Group 2012
Group 2011
Parent
company 2012
Parent
company 2011
NOTES ON A GROUP COMPANY Consolidated financial statements The consolidated financial statements have been drawn up using the acquisition cost method. The consolidated financial statements include the parent company Consti Yhtiöt Oy as well as the subsidiaries Consti Talotekniikka Oy (100%), Consti Korjausurakointi Oy (100%), Restamaster Oy (100%) between 1 January and 30 June 2012 and Consti Julkisivut Oy (100%). Intragroup shareholding, internal transactions and distributions of profit as well as receivables and liabilities have been eliminated from the consolidated financial statements. The company is the parent company of the Consti Yhtiöt Oy group, domiciled in Helsinki. Copies of the consolidated financial statements of Consti Yhtiöt Oy are available from the Consti Yhtiöt Oy group at the company’s office at Hopeatie 2, 00440 Helsinki. NOTES CONCERNING THE PREPARATION OF THE FINANCIAL STATEMENTS Principles of recognition of income from sales Revenue from construction contracts has been recognised as income using the percentage‐of‐completion method. The percentage of completion is defined according to the proportion of the realised costs of a project to the estimated overall costs of the project. In the balance sheet, accrued income corresponding to income recognised using the percentage‐of‐completion method and advances received from the clients in projects have been netted off against each other within each project. Measurement of non‐current assets Non‐current assets have been recognised in the balance sheet at acquisition cost less depreciation according to plan. Tangible assets have been measured at acquisition cost less depreciation according to plan. Investments included in non‐current assets have been measured at acquisition cost. Measurement of inventories Inventories are presented at the lower of acquisition cost and estimated realisable value. The acquisition cost comprises the variable costs attributable to the acquisition of an asset. Principles for measuring receivables and liabilities Trade receivables and loan and other receivables recognised in receivables have been measured at the lower of face value and probable value. Liabilities have been measured at the higher of face value and the value calculated on the basis of the appropriate index. Research and product development costs Research and product development costs have been recognised as annual expenses in the year when they arose. Pension coverage Pension coverage for the personnel is arranged with an external pension insurance company. 14
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
NOTES
Group 2012
Group 2011
Parent
company 2012
Parent
company 2011
REVENUE
Revenue by market area
Finland
Total
141,872,146.55
141,263,663.97
1,452,073.87
1,459,205.65
141,872,146.55
141,263,663.97
1,452,073.87
1,459,205.65
121,390,263.15
122,785,787.30
Specification of Revenue
Revenue under percentage of
completion
Other Revenue
Total Revenue
20,481,883.40
18,477,876.67
141,872,146.55
141,263,663.97
102,289,263.13
108,398,551.98
90,128,599.63
47,310,515.01
Amount recognized as income from
long-term contracts, which has not
been assigned to the customers, using
the percentage-of-completion method
in the financial year and previous
financial years.
Amount of long-term contracts
which has not been recognised as
income
Total order book
Percentage-of-completion method
In the percentage-of-completion method, income and expenses have been
allocated to correspond to percentage-of-completion of the projects, which has
been determined based on arisen expenses and cost estimates.
OTHER OPERATING INCOME
Sales profit of fixed assets
Rental income
Insurance compensations and
damages
Other income
Total
8,046.87
31,797.78
8,046.87
0.00
47,867.45
0.00
0.00
0.00
158,302.62
135,372.19
0.00
0.00
243,865.16
217,613.14
0.00
0.00
458,082.10
384,783.11
8,046.87
0.00
PERSONNEL EXPENSES
Salaries and remuneration of the
management
During the financial year, the CEO and Members of the
Board of Directors have been paid for their duties:
To the CEP and Members of the Board
of Directors
263,823.22
198,198.52
15
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
NOTES
Average number of personnel during
the financial period
Officers
204
190
6
Employees
456
486
0
6
0
Total
660
676
6
6
92,385.02
124,027.30
33,560.00
35,055.00
5,312.00
3,985.00
5,312.00
3,985.00
97,697.02
128,012.30
38,872.00
39,040.00
REMUNERATIONS PAID FOR
AUDITORS
Auditor’s fees
Auditor’s fees
Other fees
Total
DEPRECIATIONS
Intangible and tangible assets have been recognised in the balance sheet at acquisition cost less depreciation according to
plan. Depreciation according to plan has been calculated as straight-line depreciation or as reducing balance method of
depreciation during economic life of property, plant and equipment. The depreciation plan has been determined
experientially.
Depreciation periods according to
plan
Estimated lifetime
Intangible rights
5 years
Intangible rights
3 years
Depreciation percent or
method
20% straight-line depreciation
3-year straight-line
depreciation
Other long-term expenses
5 years
20% straight-line depreciation
Goodwill
10 years
10% straight-line depreciation
Merger liabilities
10 years
straight-line depreciation
Goodwill from consolidations
10 years
Buildings
app. 30-40
Buildings
app. 10-12
10% straight-line depreciation
7% reducing balance method
of depreciation
20% reducing balance method
of depreciation
Buildings and constructions
10 years
Motor vehicles
app. 10-12
Vehicles
app. 10-12
Machinery and equipment
5 years
Machinery and equipment
app. 10-12
Machinery and equipment
app. 3-15 years
Machinery and equipment
app. 10-12
10% straight-line depreciation
20% reducing balance method
of depreciation
25% reducing balance method
of depreciation
20% straight-line depreciation
16,7% straight-line
depreciation
25% reducing balance method
of depreciation
16
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
NOTES
Group 2012
Group 2011
Parent
company 2012
Parent
company 2011
Depreciation according to plan
Intangible rights
179,301.77
176,526.22
74,431.12
Goodwill
55,413.99
26,778.36
0.00
0.00
Other long-term expenses
29,022.00
27,539.66
3,967.44
-22,928.97
Buildings and constructions
Machinery and equipment
Other tangible assets
Total
39,614.20
35,450.08
47,173.85
0.00
0.00
983,351.97
955,662.13
64,857.07
56,839.30
0.00
7,149.53
0.00
0.00
1,282,539.81
1,240,829.75
143,255.63
73,524.53
73,524.53
Depreciation and amortisations
Depreciation according to plan
1,282,539.81
1,240,829.75
143,255.63
Depreciation of goodwill
4,942,102.03
4,960,684.27
0.00
0.00
6,224,641.84
6,201,514.02
143,255.63
73,524.53
0.00
0.00
0.00
5 440 000.00
0.00
426.22
0.00
0.00
0.00
426.22
0.00
0.00
0.00
0.00
70,192.10
224,803.91
Total
Financial income and expenses
Income from rights of ownership in
group companies
Income from other investments held
as non-current assets
From others
Total
Other interest and financial income
From group companies
From others
Total
14,677.25
182,326.77
1,014.91
47,170.81
14,677.25
182,326.77
71,207.01
271,974.72
Interest and other financial expenses
To group companies
To others
Total
Total financial income and
expenses
0.00
0.00
5,428.33
40,897.92
4,902,379.77
4,210,663.25
4,638,907.32
3,963,652.82
4,902,379.77
4,210,663.25
4,644,335.65
4,004,550.74
-4,887,702.52
-4,027,910.26
-4,573,128.64
1,707,423.98
42,291.05
0.00
0.00
0.00
212,849.03
0.00
0.00
0.00
0.00
0.00
3,040,000.00
1,850,000.00
255,140.08
0.00
3,040,000.00
1,850,000.00
EXTRAORDINARY ITEMS
Damages received
Proceeds of a sale of special furniture
business (Restamaster)
Group contribution
17
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
Extraordinary expenses
Sales loss of special furniture business
(Restamaster)
Total extraordinary income and
expenses
NOTES
0.00
0.00
0.00
0.00
0.00
0.00
-1,164,532.99
0.00
0.00
0.00
-1,164,532.99
0.00
255,140.08
0.00
1,875,467.01
1,850,000.00
DIRECT TAXES
Income taxes from actual operations
Deferred taxes
Total
46,111.34
304,426.57
673.81
0.00
-36,756.64
-63,068.72
0.00
0.00
9,354.70
241,357.85
673.81
0.00
18
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
NOTES
Group 2012
Group 2011
Parent
company 2012
Parent
company 2011
NOTES TO BALANCE SHEET
TANGIBLE AND INTANGIBLE
ASSETS
Intangible rights
Carrying amount at the beginning of
the financial period
Additions in the financial period
Disposals in the financial period
Deductions relating to sale of
subsidiary
Depreciation according to plan in the
financial year
Carrying amount at the end of the
financial period
839,438.42
888,994.00
38,911.35
40,176.78
153,749.00
14,237.35
49,287.71
0.00
0.00
0.00
0.00
0.00
7,656.64
0.00
0.00
0.00
234,715.76
203,304.58
12,203.18
10,376.36
637,242.80
839,438.42
40,945.52
38,911.35
140,545.76
193,740.84
88,155.25
96,962.59
17,136.63
33,119.39
6,887.00
4,560.74
0.00
19,837.20
0.00
19,837.20
0.00
78,612.01
0.00
0.00
29,022.00
27,539.66
66,195.38
33,205.28
128,660.39
140,545.76
28,846.87
88,155.25
116,437.75
116,437.75
0.00
0.00
0.00
0.00
0.00
0.00
10,648.99
0.00
0.00
0.00
105,788.76
116,437.75
0.00
0.00
495,895.75
851,063.05
0.00
0.00
0.00
0.00
0.00
0.00
0.00
307,993.44
0.00
0.00
42,373.63
0.00
0.00
0.00
35,450.08
47,173.85
0.00
0.00
418,072.04
495,895.75
0.00
0.00
Other long-term expenses
Carrying amount at the beginning of
the financial period
Additions in the financial period
Transfers between balance sheet
items
Disposals in the financial period
Depreciation according to plan in the
financial year
Carrying amount at the end of the
financial period
Land and waters
Carrying amount at the beginning of
the financial period
Additions in the financial period
Deductions relating to sale of
subsidiary
Carrying amount at the end of the
financial period
Buildings and constructions
Carrying amount at the beginning of
the financial period
Additions in the financial period
Disposals in the financial period
Deductions relating to sale of
subsidiary
Depreciation according to plan in the
financial year
Carrying amount at the end of the
financial period
Machinery and equipment
Carrying amount at the beginning of
the financial period
Additional in the financial period
Disposals in the financial period
Deductions relating to sale of
subsidiary
Depreciation according to plan in the
financial year
2,772,000.80
2,595,343.30
89,828.77
111,740.21
1,330,836.12
1,358,976.39
169,599.59
8,031.45
103,827.32
226,656.76
0.00
0.00
85,640.50
0.00
0.00
0.00
983,351.97
955,662.13
64,857.07
29,942.89
19
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
Carrying amount at the end of the
financial period
NOTES
2,930,017.13
2,772,000.80
194,571.29
89,828.77
4,000.00
23,302.88
0.00
19,837.20
0.00
7,683.85
0.00
0.00
0.00
0.00
0.00
0.00
0.00
19,837.20
0.00
19,837.20
0.00
7,149.53
0.00
0.00
4,000.00
4,000.00
0.00
0.00
37,895,310.23
41,743,765.77
0.00
0.00
37,974.21
1,112,228.73
0.00
0.00
37,933,284.44
42,855,994.50
0.00
0.00
4,942,102.03
4,960,684.27
0.00
0.00
32,991,182.41
37,895,310.23
0.00
0.00
Other tangible assets
Carrying amount at the beginning of
the financial period
Additions in the financial period
Disposals in the financial period
Transfers between balance sheet
items
Depreciation according to plan in the
financial year
Carrying amount at the end of the
financial period
GOODWILL
Value in the beginning of the financial
year
Additions in the financial period
Value 31.12
Depreciations
Value 31.12
20
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
NOTES
Group 2012
Group 2011
Parent
company 2012
Parent
company 2011
Group’s share of
ownership - %
SHARES IN SUBSIDIARIES
Consti Talotekniikka Oy, domicile in
Vantaa
Consti Korjausurakointi Oy, domicile
in Helsinki
Consti Julkisivut Oy, domicile in
Helsinki
100 %
100 %
100 %
RECEIVABLES FROM GROUP COMPANIES
Current receivables
Receivables from group companies
Trade receivables
0.00
0.00
545,807.68
635,355.54
Accrued income
0.00
0.00
0.00
2,050,000.00
Loans receivable
0.00
0.00
0.00
5,002,166.41
Other group receivables
0.00
0.00
0.00
10,497.74
Total
0.00
0.00
545,807.68
7,698,019.69
4,186,244.75
7,009,922.25
0.00
0.00
27,664.38
306,863.38
4,863.00
8,462.68
0.00
26,549.72
0.00
4,941.00
MAIN ITEMS OF ACCRUED INCOME
Income recognised based on
percentage of completion of projects
Personnel expenses related allocations
Tax allocations
Allocation of costs
Other allocations
Total
107,744.17
0.00
0.00
0.00
1,387,105.48
2,049,745.98
47,129.36
46,364.39
5,708,758.78
9,393,081.33
51,992.36
59,768.07
2,500.00
2,500.00
2,500.00
2,500.00
2,500.00
2,500.00
2,500.00
2,500.00
6,232,007.00
5,449,407.00
6,232,007.00
5,449,407.00
0.00
782,600.00
0.00
782,600.00
6,232,007.00
6,232,007.00
6,232,007.00
6,232,007.00
-12,390,047.45
-3,516,062.39
19,677,437.19
16,584,733.91
-30,000.00
0.00
-30,000.00
0.00
0.00
-50,075.73
0.00
0.00
-12,420,047.45
-3,566,138.12
19,647,437.19
16,584,733.91
EQUITY
Equity at the beginning of the
financial period
Equity at the end of the financial
period
Reserve for invested non-restricted
equity at the beginning of the financial
period
Additions
Reserve for invested non-restricted
equity at the end of the financial
period
Retained earnings at the beginning of
the financial period
Amount paid for treasury shares
Other changes
Retained earnings at the end of the
financial period
21
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
Profit for the year (loss)
Total equity
NOTES
-6,525,124.83
-8,823,909.33
-3,435,278.37
3,092,703.28
-12,710,665.29
-6,155,540.45
22,446,665.82
25,911,944.19
22,444,165.82
25,909,444.19
Distributable profits
LIABILITIES TO GROUP
COMPANIES
Trade payables
0.00
0.00
32,508.17
95.01
Accrued liabilities
0.00
0.00
0.00
0.00
Other liabilities
0.00
0.00
1,150,000.00
0.00
Total
0.00
0.00
1,182,508.17
95.01
225,750.00
233,500.00
0.00
0.00
46,464.43
293,919.10
0.00
0.00
PROVISIONS
Warranty provisions
Loss provisions of construction
contracts
Credit loss provisions
Total
60,029.20
0.00
0.00
0.00
332,243.63
527,419.10
0.00
0.00
4,647,348.41
4,578,671.08
171,880.10
119,803.27
0.00
420,000.00
0.00
420,000.00
MAIN ITEMS OF ACCRUED
LIABILITIES
Personnel allocations
Liabilities related to acquisitions
Tax liabilities
Other allocations
Total
0.00
3,099.31
0.00
0.00
631,154.98
607,004.05
27,640.56
119,768.44
5,278,503.39
5,608,774.44
199,520.66
659,571.71
22
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
NOTES
Group 2012
Group 2011
Parent
company 2012
Parent
company 2011
DEFERRED TAX LIABILITIES
Deferred tax liabilities
Total
136,176.69
136,176.69
0.00
0.00
136,176.69
136,176.69
0.00
0.00
Deferred tax assets have not been
recognized.
ITEMS CONSOLIDATED IN THE
BALANCE SHEET
Consolidated balance sheet items of
construction contracts:
Gross amounts
Accrued income based on percentage
of completion
Advances received from projects
102,696,860.42
112,478,970.70
0
0
104,563,502.23
110,193,127.27
0
0
3,861,473.95
7,009,921.90
0
0
5,728,115.99
4,724,078.47
0
0
Project-based net totals
Accrued income based on percentage
of completion
Advances received from projects
OTHER NOTES
LEASING LIABILITIES
Payable during the next financial year
357,768.20
341,232.85
12,024.21
12,381.10
Payable later
722,047.07
257,543.20
9,699.60
22,195.28
1,079,815.27
598,776.05
21,723.81
34,576.38
0.00
30,127.96
0.00
0.00
484,408.16
0.00
28,921.00
0.00
Total
Book value liability of finance
lease contracts
Hire purchase liabilities
Payable during the next financial year
Payable later
Total
626,937.11
0.00
50,437.69
0.00
1,111,345.27
0.00
79,358.69
0.00
19,640,000.00
22,925,000.00
19,640,000.00
22,925,000.00
2,720,906.60
OTHER LIABILITIES
Loans from financial institutions
Book credit, amount in use
Unwithdrawn
Total
0.00
2,720,906.60
0.00
5,000,000.00
6,279,093.40
5,000,000.00
6,279,093.40
5,000,000.00
9,000,000.00
5,000,000.00
9,000,000.00
23
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
Pledged floating charges
NOTES
191,752,281.88
120,504,563.75
Real estate mortgages
0.00
0.00
Carrying amount of pledged shares
0.00
Bank guarantee limit
75,000,000.00
75,000,000.00
0.00
68,559,947.85
42,233,959.01
10,500,000.00
0.00
10,500,000.00
0.00
150,613.64
160,734.80
52,338.00
52,338.00
9,078,288.26
5,437,081.26
9,078,288.26
5,437,081.26
Other liabilities
Rental deposit
Commercial guarantee limit, amount
in use
Unwithdrawn
Total
Bank guarantees and guarantee
insurance commitments for the
duration of work and warranty periods
1,421,711.74
3,062,918.74
1,421,711.74
3,062,918.74
10,500,000.00
8,500,000.00
10,500,000.00
8,500,000.00
17,094,240.31
16,416,253.46
0.00
0.00
24
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
SIGNATURES
In Helsinki, 20 March 2013
Näränen Janne
Chairman of the Board of Directors
Norvio Erkki
Member of the Board of Directors
Rignell Petri
Member of the Board of Directors
Jalli Jyrki
Member of the Board of Directors
Salokangas Pekka
Member of the Board of Directors
Korkeela Antti
Member of the Board of Directors
Wasenius Kauko
CEO
AUDITOR’S NOTE
An auditor’s report has been issued today.
In Helsinki, 20 March 2013
Ernst & Young Oy
APA
Rytilahti Mikko
APA
25
Consti Group Ltd consolidated
Hopeatie 2
FI-00440 Helsinki
Business ID 2203605-5
List of accounting books and classes of voucher types as well as methods
of storage on 31 December 2012
Accounting books
Method of storage
Journal and general ledger
in electrical form
Income statement
in electrical form
Balance sheet
in electrical form
Balance sheet book
bound book
Balance sheet specifications
bound book
Accounts payable
Computerised partial
bookkeeping
Account receivable
Computerised partial
bookkeeping
Payroll
Computerised partial
bookkeeping
Vouchers
Memo vouchers
MT1200001-MT1200239
paper documents
Statements of account
99120001-99120206
electrical archive
General journal
PT12000001-PT12000048
IT document
Purchasing invoices
1002, 1047, 1054-1760
electrical archive
Accounts payable, payments
1046-1715
electrical archive
Account sales
231-297
electrical archive
Account receivable, payments
187-263
electrical archive
ã[Fn¡vsr &YouNG
illlllllllllllllllllllllllllrrrrrrrrrrrr"
Ernst & Young Oy
Elielinaukio 5 B
Fl-00100 Helsinki
FINLAND
Tel. +358 207 280 190
Fax +358 207 280 199
wvvwey.com/fi
AUDITOR'S REPORT- translation
To the Annual General Meeting of Consti Yhtiöt Oy
We have audited the accounting records, the financial statements, the report of the Board of Directors, and the
administration of Consti Yhtiöt Oy for the year ended on 31 December,2012. The financial statements comprise the
consolidated balance sheet, income statement, cash flow statement and notes to the consolidated financial
statements, as well as the parent company's balance sheet, income statement, cash flow statement and notes to the
financial statements.
The responsibility of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible for the preparation and fair presentation of the
financial statements and the report of the Board of Directors in accordance with the laws and regulations governing
the preparation of the fìnancial statements and the report of the Board of Directors in Finland. The Board of Directors
is responsible for the appropriate arrangement of the control of the company's accounts and finances, and the
Managing Director shall see to it that the accounts of the company are ¡n compliance with the law and that its
financial affairs have been arranged in a reliable manner.
Auditor's Responsibility
Our responsibility is to perform an audit in accordance with good auditing practice in Finland, and to express an
opinion on the parent company's financial statements, on the consolidated financial statements and on the report of
the Board of Directors based on our audit. Good auditing praclice requires that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the financial statements and the report of
the Board of Directors are free from material m¡sstatement and whether the members of the Board of Directors of
the parent company and the Managing D¡rector have complied with the Limited Liability Companies Act.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements and the report of the Board of Directors. The procedures selected depend on the auditor's judgment,
including the assessment of the risks of material misstatement of the financial statements or of the report of the
Board of Directors, whether due to fraud or error. ln making those risk assessments, the auditor considers internal
control relevant to the entity's preparation and fair presentation of the financial statements and the report of the
Board of Directors in order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements and the
report of the Board of Directors.
The audit was performed in accordance with good auditing practice in Finland. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
ln our opinion, the financial statements and the report of the Board of Directors give a true and fair view of both the
consolidated and the parent company's financial performance and flnancial position in accordance with the laws and
regulations governing the preparation of the financial statements and the report of the Board of Directors in Finland.
The information in the report of the Board of Directors is consistent with the information in the flnancial statements.
Helsinki, 20. March 2013
Ernst & Young Oy
Authorized Public Accountant Firm
Mikko Rytilahti
Mikko Rytilahti
Authorized Public Accountant
A mmber f¡rm of Ernsl & Young GlobalLimited
Bùsiness lD 22040396, domicilê Helsinki