ANNUAL REPORT
2022
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CONTENTS
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NoHo Partners Plc is a Finnish group established in 1996, specialising
in restaurant services. The company, which was listed on Nasdaq
Helsinki in 2013 and became the first Finnish listed restaurant company,
has continued to grow strongly throughout its history. The Group
companies include some 250 restaurants in Finland, Denmark and
Norway. The well-known restaurant concepts of the company include
Elite, Savoy, Teatteri, Sea Horse, Stefan’s Steakhouse, Palace, Löyly,
Hanko Aasia, Friends & Brgrs, Campingen and Cock’s & Cows.
Depending on the season, the Group employs approximately 2,300
people converted into full-time employees. The Group aims to achieve a
turnover of EUR 400 million by the end of 2024. The company’s vision is
to be the leading restaurant company in Northern Europe.
WWW.NOHO.FI/EN
NOHO
PARTNERS
IN
A
NUTSHELL
NORDIC HOSPITALITY PARTNERS
NORDIC
•
Our future growth market is Northern Europe, where we pursue market leadership
•
Our name represents globally renowned Nordic quality and sustainability
HOSPITALITY
•
We want to expand beyond the conventional restaurant business, into the market of
gaming and entertainment
•
Digitalisation makes it possible to offer increasingly comprehensive experiences
PARTNERS
•
The partner model is the cornerstone of all operations and our key competitive
advantage – it commits the entrepreneurs of our restaurants and helps to create
meaningful brands
•
Our partners' valuable local expertise and experience create the preconditions for our
success in different target markets
Restaurants
216
Restaurants
21
Restaurants
19
Cities
29
Cities
4
Cities
5
| 4
68.1%
Turnover growth
MEUR
31.6
EBIT
2.9
Net debt ratio*
10.1%
EBIT margin
EUR
0.40
Dividend**
93%
Employee satisfaction
(employee survey 09/2022)
2,300
Employees
(FTE)
MEUR
312.8
Turnover
THE
YEAR
2022
IN
FIGURES
* The ratio of net debt to operational EBITDA, adjusted for IFRS 16 lease liability.
**The Board of Directors’ proposal to the Annual General Meeting to be held on 19 April 2023.
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REVIEW
BY
THE
CEO
“The year 2022 was the best in
NoHo Partners’ history when it
comes to EBIT.”
Aku Vikström, CEO
| 6
The year 2022 was the best in NoHo Partners’ history when it comes to EBIT. After two
challenging pandemic years, we were able to return to the targeted pace of the 2024
strategy and, for the first time, reach an EBIT margin exceeding 10%, the full year EBIT
being MEUR 31.6 and EBIT margin 10.1%. The result for the financial period was negatively
impacted by a fair value impairment of MEUR 10.4 due to the reduction of Eezy Plc’s market
value, recognized as finance costs.
Profitability has clearly levelled up as a consequence of structural changes the company
has made during the past two years. Our restaurant portfolio is now versatile and profitable,
and the related investments are at a healthy level. Another factor that has significantly
impacted profitability is the operational excellence that our restaurant managers execute
every day in their work. The structural changes together with lower fixed costs and
depreciation level ensure a good basis to maintain and increase profitability also in the
future.
With a normalised working capital situation and a strong cash flow, we have, in the financial
year, been able to repay MEUR 26 worth of loans taken during the pandemic. Therefore, the
target level has also been reached when it comes to the ratio of net debt to operational
EBITDA, net debt at the end of the year being MEUR 121 and under 3x annual operational
EBITDA.
Good performance and stronger financial position enable investments in growth as well as
paying dividend to shareholders. The dividend proposal by the Board of Directors to the
Annual General Meeting is EUR 0.40 per share, which is proposed to be paid in two
instalments.
The restaurant market has developed positively during the year 2022. New consumers are
continuously coming into the market from among the young people as well as the age
groups that are going into retirement. The share of consumers eating out as well as the
average number of meals enjoyed continued to increase clearly (research on restaurant
culture trends 2022). Based on the end of 2022 and the beginning of 2023, the development
of the restaurant culture has been positive despite the pressure on the purchasing power.
Turnover in January 2023 exceeded our estimates and increased by 23% compared to the
corresponding pre-pandemic period in 2020. Restaurant demand has remained at a good
level, especially on the weekends. When it comes to raw materials, we have successfully
tackled inflation with timely actions. Material margin has increased from 74.3% to 75.3%
compared to 2019.
We continue progressing in the profitable growth strategy. We give guidance on over MEUR
350 in turnover and approximately 9% in EBIT margin in 2023. In addition, our target is to
keep our ratio of net debt to operational EBITDA under three and return to paying increasing
dividend.
Aku Vikström
CEO
“Profitability has clearly leveled up as a
consequence of structural changes the
company has made during the past two
years.”
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VISION
AND
STRATEGY
FINANCIAL TARGETS FOR THE STRATEGY PERIOD 2022–2024
The Group aims to achieve turnover of approximately MEUR 400 and an EBIT margin of
approximately 10% during 2024. In the long-term, the company aims to keep the ratio of net
debt to operational EBITDA, adjusted for IFRS 16 lease liability, under 3 and distribute
annually increasing dividend.
The Group’s strategic focus areas:
GROWTH
PROFITABILITY
NET DEBT
•
Profitable international
growth in Norway and
Denmark through
acquisitions
•
Scaling up the Friends &
Brgrs chain to a national
level
•
Large and profitable urban
projects
•
Operational efficiency
improvement
•
Portfolio development
•
Maintaining profitability
level in Denmark
•
Strong future operating
cash flow
•
Maintaining achieved net
debt level
•
Divestment of Eezy Plc
•
Use of treasury shares in
acquisitions
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FUTURE GROWTH DRIVERS
NORWAY
•
Attractive growth
market
•
Reasonable valuations
in acquisitions
•
High synergy potential
with NoHo Partners’
operating model
FRIENDS & BRGRS
•
Strong demand drivers
•
Scalable concept and
business model
•
Major potential in the
development of the
brand and digital sales
LARGE AND PROFITABLE
URBAN PROJECTS
•
Large urban culture
projects with an annual
turnover of more than
MEUR 5 and EBITDA
potential of more than
MEUR 1
UNIQUE OPERATING MODEL AS A COMPETITIVE ADVANTAGE
The company has a unique operating model that combines strong local brands and concepts with great dining experiences. Significant benefits of scale, decades of experience, operational
excellence and responsible operating practices create a recipe for success for profitable growth in the future. The entrepreneurial partner model and corporate culture are key competitive
advantages of the company, also in international markets.
Local brands and consumer
concepts
Entrepreneurial partner model and
corporate culture
Significant scalability benefits
and synergies
Unique acquisition model and
experience
Operational expertise
Sustainable practices and
good governance
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BUSINESS
SEGMENTS
NoHo Partners has approximately 250 restaurants and entertainment venues in Finland,
Norway and Denmark. Strong brands offer memorable experiences for everyday life and
special occasions 24 hours a day. The offering covers the entire spectrum of restaurants,
from lunch restaurants to fast food, fine dining to gaming venues and pubs to nightclubs. In
addition, our event venues host meetings, seminars, private celebrations and other events.
NoHo Partners' business consists of two business segments, which are reported separately,
and which are further divided into business areas. The
Finnish operations
business areas: restaurants, entertainment venues and fast food restaurants. The
international business
DEVELOPMENT OF GROUP TURNOVER 2006-2022
TURNOVER DISTRIBUTION 2022
Finnish operations
MEUR 251.2
International business
MEUR 61.6
Our portfolio of some 250 restaurants includes several well-known restaurant brands, among others
| 10
BUSINESS
HIGHLIGHTS
Q1-Q4
2022
•
Restricted operations due to the Covid-
19 pandemic
•
Ice Hockey World Championships at
Nokia Arena
•
Reorganisation of Group Executive Team
•
Significant management commitment in
the Tesi convertible loan arrangement
•
Sustainability programme published
•
Positive profit warning on 22 June
•
Acquisitions of restaurant Sea Horse in
Finland
•
Acquisitions of restaurants Postkontoret
ja Laboratoriet Skøyen in Norway
•
Positive profit warning on 3 October
•
Noho Events established
•
Renewal of the financing agreement
•
Positive profit warning on 8 December
•
Acquisition of restaurant Fat Lizard
Otaniemi in Finland
Q1
Q2
Q3
Q4
RESTAURANT OPENINGS:
•
Origo, Hanko, Finland
•
Friends & Brgrs, Lahti and Myyrmanni
Vantaa
•
Friends & Brgrs, Lauttasaari Helsinki, Finland
•
Hook, Jyväskylä, Finland
•
Babylon Club & Garden, Helsinki, Finland
•
Wallis’, Hanko, Finland
•
Camping Book1, Århus, Denmark
•
Friends & Brgrs, Itis Commercial Centre,
Helsinki, Finland
•
Pizzadog, Helsinki, Finland
•
Bucket Bar, Tampere, Finland
•
Lulu’s, Helsinki, Finland
•
Café Savoy, Helsinki, Finland
•
Friends & Brgrs, Kuopio and Turku, Finland
•
Hook, Lahti, Finland
•
Piste Ski Lodge & Taproom, Ruka, Finland
Kuva: Anton Sucksdorff
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1.
GROWING AND FRAGMENTED
MARKET
•
Attractive, rapidly growing
international market
•
Favourable long-term trends
supporting growth
•
The restaurant business is more
defensive than other service or
retail industries
2.
BUSINESS MODEL
SUPPORTING GROWTH
•
Strong cash flow, negative
working capital and controlled
debt leverage to finance growth
•
Diverse restaurant portfolio and
a stable operational model
supports in seasonal and
cyclical fluctuations
3.
PARTNER MODEL A CRITICAL
COMPETITIVE ADVANTAGE
•
Unique customer experience
•
Entrepreneurial culture
•
Local brands and consumer
concepts
4.
SYNERGIES OF A
LEADING PLAYER
•
Acquisition model and
experience
•
Significant scalability benefits
and synergies
•
Operational expertise and
efficiency
•
Sustainability
NOHO
PARTNERS
AS
AN
INVESTMENT
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INFORMATION
FOR
SHAREHOLDERS
FINANCIAL REPORTING AND ANNUAL GENERAL MEETING 2023
NoHo Partners Plc publishes financial reports for 2023 as follows:
•
Interim report for January-March on Tuesday 9 May 2023
•
Half-year report for January-June on Tuesday 8 August 2023
•
Interim report for January-September on Tuesday 7 November 2023
NoHo Partners Plc's Annual General Meeting is planned to be held on 19 April 2023.
PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING ACTIONS TO BE TAKEN
REGARDING THE PROFIT OF THE PARENT COMPANY
NoHo Partners Plc’s distributable assets on 31 December2022 were EUR 111,470,394.44,
of which the share of the financial period’s result is EUR 2,872,271.54.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 19 April 2023 that, based on the adopted balance sheet of the financial period ending on
31 December 2022, a dividend of EUR 0.40 (0.00) per share will be paid at the time of
dividend payment on shares owned by external shareholders.
The Board of Directors proposes that the dividend be paid in two (2) instalments, such that
the first instalment of EUR 0.20 per share is paid on 24 May 2023 to shareholders who have
been recorded in the company’s shareholder list maintained by Euroclear Finland Oy by the
record date of 11 May 2023. The Board of Directors proposes that it be authorised to later
decide, according to its discretion, the record and payment date for the second instalment of
the dividend, however in such a way that the second instalment is paid no later than by 20
October 2023 with a record date five weekdays prior to payment date.
At the time of the financial statements on 31 December 2022, there were 20,699,801
externally owned shares.
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BOARD OF
DIRECTORS’ REPORT
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BOARD
OF
DIRECTORS’
REPORT
KEY FIGURES 2020 - 2022
MEUR
2022
2021
2020
Turnover
312.8
186.1
156.8
Operational EBITDA
41.6
11.3
-5.1
EBIT
31.6
-0.9
-23.9
EBIT, %
10.1
-0.5
-15.2
Result of the financial period
4.9
-10.3
-29.5
Earnings per share for the review period
attributable to the owners of the company,
EUR
0.07
-0.55
-1.44
Earnings per share adjusted by entries
related to Eezy Plc shares
0.56
Interest-bearing net liabilities excluding
IFRS 16 impact
121.0
151.9
163.4
Gearing ratio excluding IFRS 16 impact, %
135.1
203.1
192.0
Adjusted equity ratio, %
29.1
24.0
27.5
Material margin, %
75.3
74.4
72.0
Personnel expenses, %
33.2
36.0
38.0
The calculation formulas for key figures are presented on page
BUSINESS MODEL
NoHo Partners Plc is a Finnish group established in 1996, specialising in restaurant
services. The company, which was listed on Nasdaq Helsinki in 2013 and became the first
Finnish listed restaurant company, has continued to grow strongly throughout its history.
The Group companies include some 250 restaurants in Finland, Denmark and Norway. The
well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Sea Horse,
Stefan’s Steakhouse, Palace, Löyly, Hanko Aasia, Friends & Brgrs, Campingen and Cock’s
& Cows. Depending on the season, the Group employs approximately 2,300 people
converted into full-time employees. The Group aims to achieve a turnover of EUR 400
million by the end of 2024. The company’s vision is to be the leading restaurant company in
Northern Europe.
The company’s business model combines scale benefits gained from growth and size
together with an entrepreneurial operational model and an up-to-date data-driven
management approach.
MARKET ENVIRONMENT
The business outlook for the tourism and restaurant sector has improved from recent years
to a pre-pandemic level, but the outlook and consumer confidence continue to be weakened
by the uncertain geopolitical climate, consumers’ reduced purchasing power and the general
rise in costs. The company continues to take active measures to prepare for potentially
rapid changes in the market situation by actively monitoring operational efficiency and
pricing, using centralised procurement agreements and engaging in regular dialogue with
suppliers and other partners. Customer demand is estimated to continue at a good level
during 2023.
In a normal operating environment in the restaurant business, most of the profits are made
during the second half of the year due to the seasonal nature of the business. The demand
for restaurant services is usually less susceptible to cyclical fluctuations compared to other
service and retail industries. The company’s size and large portfolio protect it from the
strongest fluctuations.
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STRATEGY IMPLEMENTATION
The Group aims to achieve turnover of approximately MEUR 400 and an EBIT margin of
approximately 10% during 2024. In the long-term, the company aims to keep the ratio of net
debt to operational EBITDA, adjusted for IFRS 16 lease liability, under 3 and distribute
annually increasing dividend.
NoHo Partners’ growth strategy focuses on the following three key areas:
•
Profitable growth in the Norwegian restaurant market through acquisitions (50 million
growth target)
•
Scaling up the Friends & Brgrs chain in Finland (30 million growth target)
•
Large and profitable urban projects (30 million growth target)
During 2022, the company continued developing its restaurant portfolio and implementing its
growth strategy through acquisitions in Finland and Norway. In Norway, as normal
conditions recovered after the pandemic years, the company had to focus on managing the
performance of the portfolio, causing delay in progressing the growth strategy.
The company continued scaling up the fast food business with restaurants in the Friends &
Brgrs and Hook chains. During the reporting period, a total of 8 new restaurants were
opened and during 2023, the intention is to further accelerate this scaling up.
The MEUR 30 strategic target for large urban projects was reached as the strategic
partnership agreement with Helsinki Expo and Convention Centre was signed in early 2023.
As one of the largest restaurant complexes in Finland, with its versatility Helsinki Expo and
Convention Centre compares with Nokia Arena in Tampere, Finland, and the
Kulttuurikasarmi cultural centre with its four restaurants, which is planned in central Helsinki
at the end of 2023.
SIGNIFICANT EVENTS OF THE REPORTING PERIOD
Q1 2022
Special share issue
On 27 January 2022, NoHo Partners Plc announced that it will issue 40,503 new shares in a
special issue. The number of shares subscribed for in the share issue corresponded to
approximately 0.2% of the share capital of NoHo Partners after the registration of the new
shares. The issue was offered to the Norwegian company Carpe Diem AS as part of an
arrangement through which NoHo Partners’ subsidiary NoHo Partners International Oy
acquired an additional 6% share in the Norwegian company NoHo Norway AS. After the
transaction, NoHo Partners International Oy owns a total of 86% of NoHo Norway AS’ share
capital. In the transaction, in addition to the shares, the Seller received a total of
approximately EUR 294,000 in receivables from NoHo Norway AS. The subscription price
per Share was EUR 7.993, which corresponds to the three (3) months’ volume weighted
average price of the NoHo Partners share. The shares were registered in the Trade
Register on 28 January 2022, admitted to trading on Nasdaq Helsinki Oy on 31 January
2022. With the subscriptions, the number of NoHo Partners shares increased to 19,262,773
shares.
Restrictions related to the Covid-19 pandemic lifted
All restaurant restrictions were lifted in Denmark as of 1 February 2022. The restaurant
restrictions in Norway were lifted as of 1 February 2022, with the exception of the prohibition
on dancing and of the one-metre safe distance. The remaining restrictions were lifted in
Norway on 12 February 2022. All restaurant restrictions were lifted in Finland on 1 March
2022.
Extension of the share-based incentive scheme’s third earning period
NoHo Partners announced on 22 March 2022 that its Board of Directors had decided to
extend the third earning period of the long-term share-based incentive scheme for key
personnel due to the restaurant restrictions tightened in December 2021. The third earning
period lasts 16 months and it started on 1 December 2021 and will end on 31 March 2023.
In accordance with the previous decision, a maximum of 281,828 NoHo Partners Plc shares
may be paid to the key employees for the third earning period. The value of the maximum
reward at the mid-market rate of the trading day preceding the stock exchange release
would be approximately MEUR 2.3. The Board of Directors anticipates that if the reward for
the third earning period was paid fully in shares, the maximum dilutive effect on the number
of the company’s registered shares would be 1.44%.
Q2 2022
Decisions by the Annual General Meeting
NoHo Partners Plc’s Annual General Meeting, AGM, was held in Tampere, Finland, on 27
April 2022. In addition to attending the meeting, the shareholders were offered the
opportunity to vote in advance on certain items on the agenda and to ask questions. The
shareholders also had the opportunity to follow the AGM via a webcast. The AGM approved
all of the proposals submitted to the AGM and approved the Remuneration Report. The
AGM adopted the financial statements for 2021 and discharged the company’s
management from liability for the financial period 2021. The AGM decided that, based on
the balance sheet adopted for the financial period that ended on 31 December 2021, no
dividends will be distributed. The AGM decided that the Board of Directors comprise six (6)
members and selected Ernst & Young Oy as the company’s auditor. The decisions of the
Annual General Meeting are presented in more detail in the stock exchange release
published on 27 April 2022.
| 16
Establishment of committees
On 10 May 2022, the company announced that its Board of Directors has decided to
establish a Nomination and Remuneration Committee and an Audit Committee. The
Chairman of the Nomination and Remuneration Committee is Yrjö Närhinen and the
members are Timo Laine and Mia Ahlström. Kai Seikku has been elected as Chairman of
the Audit Committee and Petri Olkinuora as a member.
Tesi convertible loan arrangement
On 13 May 2022, the company announced that its Board of Directors had approved the
subscription of shares based on special rights issued by the company. Based on the
subscriptions, the company issued a total of 1,266,300 new shares. The subscriptions were
related to an arrangement whereby the management and domestic investors of NoHo
Partners Plc acquired a majority of the convertible capital loan granted to the company by
Finnish Industry Investment Ltd (Tesi) and converted their purchase into new shares in the
company. The company repaid the remaining portion of the loan principal and interest,
approximately one-sixth, to Tesi using its cash assets.
Shares in the company were subscribed for by Veikko Laine Oy, Länsiauto Oy, AH Capital
Oy and PowerBank Ventures Ltd. Additionally, shares were subscribed for by Laine Capital
Oy, owned by the chairman of the company’s Board of Directors Timo Laine, vice-chairman
of the Board of Directors Yrjö Närhinen through an asset management company he uses,
and Seico Investments Ltd, owned by member of the Board of Directors Kai Seikku. Shares
were also subscribed for by the company’s Chief Executive Officer Aku Vikström, Deputy
Chief Executive Officer Jarno Suominen and Chief Financial Officer Jarno Vilponen.
On 18 May 2022, the company announced that the 1,266,300 new shares that were issued
had been registered in the Trade Register. The total number of the company’s shares after
the registration of the new shares was 20,529,073.
Reorganisation of the leadership team
On 9 June 2022, the company announced it had reorganised the structure of its Leadership
Team to accelerate its new growth strategy. With the changes made, the company seeks
clearer accountability and allocation of resources behind its strategic growth platforms. At
the same time, the company will strengthen the role of country-specific Leadership Teams
and invest in the future growth and internationalisation of the Fast food business. The
company’s strategy and its implementation, financing, acquisitions and procurement will be
concentrated in the Group operations.
Aku Vikström will continue as the Group CEO and Chairman of the Group’s Executive
Team. The other members of the Group’s Executive Team are Deputy CEO Jarno
Suominen, CFO Jarno Vilponen and, as a new member, Director of the Fast food business
Tuomas Piirtola, whose task is to develop the scalable brand business in Finland and
internationally. In addition, the company has established four Leadership Teams with profit
responsibility: Finland, Norway, Denmark and Fast food.
Publication of sustainability programme and ESG principles
On 10 June 2022, NoHo Partners published its sustainability programme and a report on its
ESG principles. The sustainability report explains how NoHo Partners promoted
environmental, social and governance (ESG) objectives in 2021 and outlines how the
company will implement sustainable business according to its sustainability programme in
the coming years.
During 2021, NoHo Partners identified the most important focus areas related to the
environment, social well-being and governance, built a roadmap of responsibility for the
coming years and set targets for its operations. Next, the company will promote a
comprehensive responsibility programme together with its personnel and key stakeholders.
The Group issued a profit warning in June
On 22 June 2022, NoHo Partners announced it increased its guidance concerning the EBIT
margin of the restaurant business in 2022. The company estimated that the full-year EBIT
margin of the restaurant business will exceed 8%, supported by better-than-expected
earnings development in the spring and early summer and compensation decisions
confirmed by the Finnish, Norwegian and Danish governments for the first half of the year.
Q3 2022
Directed share issue as part of the acquisition of the entire share capital of Sea Horse
Oy
On 1 July 2022, NoHo Partners announced it would acquire the entire share capital of Sea
Horse Oy. As part of the acquisition, a share issue of 170,728 new shares was directed to
Fonda Oy as the seller of Sea Horse Oy. Sea Horse Oy owns the restaurant Sea Horse,
which operates in Helsinki. After the transaction, Sea Horse Oy is fully owned by NoHo
Partners. The purchase price for all of the shares in Sea Horse Oy was approximately EUR
2,000,000, of which approximately EUR 620,000 was paid in cash. The remaining part of
the purchase price was paid with new shares. Additionally, the seller is entitled to an earn-
out purchase price payable in cash subject to the fulfilment of certain turnover-related
criteria as stipulated by the share purchase agreement.
The subscription price of the new shares was EUR 8.083 per share, corresponding to the
average volume-weighted trading price of the NoHo Partners share on the official list of
Nasdaq Helsinki Ltd during the preceding three months (1 April–30 June 2022). The new
shares were registered in the Trade Register on 7 July 2022 and trading began on 8 July
| 17
2022. As a result of the share issue, the total number of NoHo Partners shares increased to
20,699,801.
Q4 2022
The company issued a profit warning in October
On 3 October 2022, NoHo Partners announced it increased its guidance concerning
turnover and EBIT margin for the year 2022. The company estimated full-year turnover to be
over MEUR 300 and EBIT margin for the restaurant business to be over 8.5% due to better-
than-expected demand that has continued after the summer, the company’s own profitability
development and good booking situation for the rest of the year. Despite continued
uncertainty in the market, the company estimated customer demand to continue at a good
level during the rest of the year.
New NoHo Events business unit and changes in the Executive Team
On 13 October 2022, NoHo Partners announced it is establishing a new business unit
focused on events and experiences, targeting a leading position in the Nordics. As of 1
November 2022, Maria Koivula was appointed Director of the new NoHo Events business
and member of NoHo Partners Plc’s Executive Team in Finland.
Renewed financing agreement
On 4 November 2022, the company renewed its financing agreement, through which the
company’s financial position essentially stabilised to the state prior to the Covid-19 crisis.
The renewed financing agreement enables growth investments during the strategy period.
The company issued a profit warning in December
On 8 December 2022, NoHo Partners announced that it increased its guidance concerning
EBIT margin for the year 2022. The company estimated full-year EBIT margin for the
restaurant business to be over 9.5%. The strong profitability is due to developments
implemented by the company during the Covid-19 pandemic, committed employees and
good customer demand combined with a strong restaurant portfolio.
EVENTS AFTER THE REPORTING PERIOD
NoHo Partners selected as the main supplier for restaurant services by Helsinki Expo
and Convention Centre
On 18 January 2023, NoHo Partners announced that company NoHo Partners has been
selected as the main supplier for restaurant services by Helsinki Expo and Convention
Centre (brand name Messukeskus) as of 1 July 2023. Helsinki Expo and Convention Centre
is the largest venue for exhibitions, meetings and congresses in Finland, hosting national
and international events for about a million visitors annually. The annual revenue from the
restaurant services at the convention centre is approximately EUR 15 million.
In January 2023, Group turnover increased to approximately MEUR 22.7
NoHo Partners’ turnover in January 2023 was approximately MEUR 22.7 (6.8) and
increased by 236% compared to the same period in the previous year. In January 2022, the
Group operated in a strictly restricted or closed business environment in all of its operating
countries due to the Covid-19 pandemic. Turnover increased by 23% compared to the
corresponding pre-pandemic period in 2020.
As of 16 February 2023, NoHo Partners will publish in the interim reports the Group turnover
for the first month of the commencing quarter. The target is to provide better service to
investors through timely and transparent investor communications.
TURNOVER AND INCOME
In January–December 2022, the Group’s turnover increased by 68.1% to MEUR 312.8
(186.1). Despite the restricted business environment due to the Covid-19 pandemic in the first
months of 2022, turnover increased by 14.6%, compared to the corresponding period in 2019.
Operational EBITDA increased by 268.1% compared to the corresponding period in the
previous year and was MEUR 41.6 (11.3). EBIT was MEUR 31.6 (-0.9) with an EBIT margin of
10.1 (-0.5). The result for the review period was MEUR 4.9 (-10.3), which was negatively
affected by a fair value impairment of MEUR 10.4 recognised in financial items due to the
market value of Eezy Plc shares, classified as held for sale, falling below the book value.
The company was able to balance the effects of inflation on its business through centralised
purchasing agreements and price increases, and the general rise in prices did not
significantly affect the material margin. In spite of the labour shortages in the industry, the
company also performed well in recruitment and resource allocation, and the growth in
turnover as well as operational efficiency has kept personnel expenses at a competitive
level.
| 18
BUSINESS SEGMENTS
As of 1 January 2022, NoHo Partners' business consists of two business segments, which
are reported separately:
•
Finnish operations
•
International business
The business segments are further divided into business areas for which turnover is
reported. The Finnish operations include three business areas: restaurants, entertainment
venues and fast food restaurants. The international business includes two business areas:
Norway and Denmark.
FINNISH OPERATIONS
MEUR
2022
2021
Turnover
251.2
158.1
Operational EBITDA
34.8
9.3
EBIT
28.3
1.0
EBIT, %
11.3
0.6
Material margin, %
75.3
74.6
Personnel expenses, %
32.8
34.7
In January–December 2022, the turnover of Finnish operations increased by 59.0% to
MEUR 251.2 (158.1) compared to the previous year. Compared to the corresponding period
in 2019 turnover increased by 9.5%. In Finland, Covid-19 pandemic-related restrictions were
lifted in March 2022. Operational EBITDA was MEUR 34.8 (9.3). EBIT was MEUR 28.3 (1.0)
with a 11.3% (0.6) EBIT margin.
INTERNATIONAL BUSINESS
MEUR
2022
2021
Turnover
61.6
28.0
Operational EBITDA
6.8
2.0
EBIT
3.4
-1.9
EBIT, %
5.5
-6.6
Material margin, %
75.3
73.4
Personnel expenses, %
35.1
43.7
In January–December 2022, turnover in the international business increased by 119.8%
from the previous year to MEUR 61.6 (28.0) and by 42.0% compared to the corresponding
period in 2019. In Norway and Denmark, the restrictions related to the Covid-19 pandemic
were lifted in February 2022. Operational EBITDA was MEUR 6.8 (2.0). EBIT was MEUR
3.4 EBIT (-1.9) with a 5.5% (-6.6) EBIT margin.
| 19
TURNOVER BY BUSINESS AREA
In accordance with the reorganisation measures announced on 9 June 2022, the company now uses the term “fast food business” for the business that was previously referred to as the “fast
casual” business. The allocation of units to the business area has been adjusted in accordance with the new structure, and this has also been taken into account in the comparison figures.
FINNISH OPERATIONS
2022
2021
Restaurants
Turnover, MEUR
112.2
72.7
35.9
39.1
54.4
-
Units at the end of period, number
93
96
Entertainment venues
Turnover, MEUR
97.2
50.6
31.1
27.2
91.9
-
Units at the end of period, number
71
72
Fast food -restaurants
Turnover, MEUR
41.9
34.8
13.4
18.7
20.6
-
Units at the end of period, number
52
45
Total, MEUR
251.2
158.1
INTERNATIONAL BUSINESS
2022
2021
Norway
Turnover, MEUR
39.7
16.8
12.7
9.0
136.1
-
Units at the end of period, number
21
21
Denmark
Turnover, MEUR
21.9
11.2
7.0
6.0
95.3
-
Units at the end of period, number
19
19
Total, MEUR
61.6
28.0
During the financial year, 19 new restaurants were opened and 16 restaurants were closed.
| 20
THE IMPACT OF THE COVID-19 PANDEMIC ON THE GROUP’S BUSINESS
The Covid-19 pandemic has had a significant impact on the Group’s business since March
2020. The restrictions imposed on the restaurant industry by governments to mitigate the
pandemic and the impacts on customer demand have had a highly negative effect on NoHo
Partners’ business operations and financial results. The Group has taken determined action to
reduce the pandemic’s impacts, uncertainties and risks and to secure the Group’s financial
position and sufficient financing.
In Finland
, strict restrictions on restaurants were in place in January and continued until 14
February 2022, after which alcohol service ended at 11 p.m. and opening hours ended at
midnight for all restaurants. At the same time, restrictions on assembly were lifted. The
restaurant restrictions in Finland were lifted completely on 1 March 2022.
In Denmark
, restaurants had to close at 11 p.m. in January, with alcohol service ending at 10
p.m. Customer capacity was restricted to half of normal and nightclubs were closed. All
restaurant restrictions were lifted on 1 February 2022.
In Norway
, the ban on the sale of alcohol lasted one month and ended on 14 January 2022,
after which all restaurants were allowed to serve alcohol until 11 p.m. and stay open until
midnight. Customer capacity was restricted to half of normal and table service was required.
The restaurant restrictions, with the exception of the prohibition of dancing and the
requirement to maintain safe distances of one metre, were lifted on 1 February 2022, and the
remaining restrictions were lifted on 12 February 2022.
A report on the impacts of the pandemic and changes in restaurant restrictions for the
comparison period 2021 is presented in the Financial Statements Release 2021, Note 1.
Accounting principles on page 25.
Government assistance during the state of emergency
NoHo Partners received a total of approximately MEUR 6.9 in government assistance related
to the Covid-19 pandemic received during the first half of 2022. A more detailed account of
government assistance and the distribution thereof is presented on page
CASH FLOW, INVESTMENTS AND FINANCING
The Group’s operating net cash flow in January–December was MEUR 70.5 (45.0). Cash flow
before change in working capital was MEUR 80.3 and changes in working capital MEUR 4.3.
Both receivables and payables included in the working capital have increased along with
turnover, but the total change in working capital during the review period is not material.
The investment net cash flow in January–December was MEUR -16.4 (-4.7) The investments
in January-December in Finland included, for example, the opening of six new Friends & Brgrs
restaurants and Café Savoy, the acquisition of the restaurant Sea Horse and the business
acquisition of restaurant Origo and Fat Lizard. In Norway the Group acquired businesses of
Postkontoret and Laboratoriet Skøyen. The investment net cash flow includes also MEUR 4.2
of positive cash flow from the sale of Eezy Plc’s shares, which were classified as held for sale.
Financial net cash flow amounted to MEUR -55.4 (-37.1), including MEUR 21.5 in amortisation
of financial institution loans. Financial cash flow also includes the repayment of a loan of
MEUR 1.8 related to the Tesi arrangement.
The Group’s interest-bearing net liabilities excluding the impact of IFRS 16 liabilities
decreased during January–December by MEUR 30.9 and amounted to MEUR 121.0 at the
end of the review period. The decrease was attributable to the strong profit performance and
the Tesi convertible loan arrangement carried out in May, which reduced net debt by over
MEUR 10. The Group’s gearing ratio excluding the impact of IFRS 16 liabilities decreased
from 203.1% at the beginning of the financial period to 135.1%.
Adjusted net finance costs in January–December were MEUR 23.2 (12.5), which included
expense of MEUR 10.4 due to decrease of the market value of Eezy Plc shares classified as
assets held for sale. IFRS 16 interest expenses in January-December were MEUR 7.4 (5.9).
SUBORDINATED LOANS
MEUR
2022
2021
2020
Subordinated loan
0.0
0.0
0.2
The company has received a subordinated loan defined in Chapter 12 of the Limited Liability
Companies Act in previous financial periods. The subordinated loan has been repaid in the
financial year 2021.
CHANGES IN GROUP STRUCTURE
The significant acquisitions and divestments of subsidiaries and business operations, as
well as the changes in minority shares during the financial year are presented page
. The
newly established companies during the financial year are presented on page
RESEARCH AND DEVELOPMENT
The company does not engage in any actual research activities. The company's development
activities mainly consist of developing new restaurant concepts and the further development of
existing concepts.
| 21
PERSONNEL
Key figures describing the personnel of the
parent company
2022
2021
2020
Average number of employees
158
122
104
Salaries and fees for the financial period
8.0
5.6
5.4
Key figures describing the personnel of the
Group
2022
2021
2020
Average number of employees
1,891
1,497
1,222
Full-time personnel
1,211
951
721
Part-time personnel converted into full-time
personnel
680
546
501
Salaries and fees
66.0
44.5
41.3
During January–December 2022, NoHo Partners Group employed on average 1,211 (951)
full-time employees and 680 (546) part-time employees converted into full-time employees
as well as 386 (262) rented employees converted into full-time employees.
Depending on the season, some 2,300 people converted into full-time employees work at
the Group at the same time under normal circumstances.
GOVERNANCE
NoHo Partners Plc complies with the Finnish Corporate Governance Code. Additional
information on the company’s governance principles is available in the Corporate Governance
Statement for 2022, which is published at the same time as the Report by the Board of
Directors and the Financial Statements.
Annual General Meeting 2022
NoHo Partners Plc’s Annual General Meeting, held on 27 April 2022, adopted the financial
statements for 2021 and discharged the company’s management from liability for the 2021
financial year. The AGM decided that, based on the balance sheet adopted for the 2021
financial year, no dividends will be distributed.
The AGM authorised the Board of Directors to decide upon the purchase of a maximum of
800,000 of the company’s own shares in one or several tranches using the company’s
unrestricted equity. The maximum amount of the shares to be purchased is equivalent to
approximately 4.2% of all the shares and votes of the company calculated using the share
count on the publication date of the notice of the AGM.
The AGM authorised the Board of Directors to decide on the issuance of shares and/or option
rights or other special rights entitling to shares in one or more tranches. Under the
authorisation, a maximum total of 3,000,000 shares may be issued, corresponding to
approximately 15.6% of all of the company’s registered shares calculated using the share
count on the publication date of the notice of the AGM.
The organization, management and auditors of the company
During 2022, members of Noho Partners Plc’s Board of Directors were Timo Laine
(Chairman), Petri Olkinuora, Mika Niemi, Mia Ahlström, Timo Terho (until 27 April 2022), Saku
Tuominen (until 27 April 2022), Kai Seikku (as of 27 April 2022) and Yrjö Närhinen (Vice
Chairman, as of 27 April 2022).
The auditors for the parent company and the Group were Ernst & Young Oy with APA Juha
Hilmola as the responsible auditor.
The company’s CEO is Aku Vikström. At the end of 2022, in addition to the CEO, the Group
Executive Team included Deputy CEO Jarno Suominen, CFO Jarno Vilponen and Tuomas
Piirtola, Director of the Fast Food business.
SHARE AND SHAREHOLDERS
NoHo Partners Plc has one series of shares where all shares carry an equal right to
dividends. One share equals one vote at the general meeting. The share has no nominal
value.
At the end of the 2022, NoHo Partners Plc’s share capital totalled EUR 150,000 (150,000) and
the total number of shares was 20,699,801 (19,222,270). The company did not hold any
shares in NoHo Partners Plc at the end of the financial period.
According to the list of shareholders, the company had 9,774 (9,434) shareholders on 31
December 2022.
| 22
The company’s ten largest shareholders on 31 December 2022
Shareholder
Number of
shares
%
Laine Capital Oy*
5,262,844
25.4
Niemi Mika Rainer
2,236,789
10.8
Veikko Laine Oy
2,131,433
10.3
Pimu Capital Oy
1,584,349
7.7
Evli Finnish Small Cap Fund
875,123
4.2
Evli Finland Select Fund
568,624
2.8
Ilmarinen Mutual Pension Insurance Company
395,000
1.9
Elo Mutual Pension Insurance Company
271,566
1.3
Varma Mutual Pension Insurance Company
271,566
1.3
JS-Resta Oy**
249,347
1.2
Total
13,846,641
66.9
* Entity controlled by Board member Timo Laine
** Entity controlled by the member of the Executive Team Jarno Suominen
On 31 December 2022, members of the Board of Directors, the CEO, the Deputy CEO and
members of the Group Executive Team as well as entities over which they exercise control
held a total of 8,172,214 shares, which corresponds to 39.5% of the shares issued by the
company.
Distribution of shareholding on 31 December 2022
Number of shares
Shareholders
Shares
Number
%
Number
%
1 - 100
4,951
50.7
210,862
1.0
101 - 1 000
4,153
42.5
1,442,506
7.0
1 001 - 10 000
591
6.1
1,617,632
7.8
10 001 - 100 000
58
0.6
1,765,367
8.5
100 001 - 1 000 000
17
0.2
4,448,019
21.5
> 1 000 000
4
0.0
11,215,415
54.2
Total
9,774
100.0
20,699,801
100.0
Of which nominee-registered
10
0.0
264,227
1.3
Issued number
20,699,801
100.0
Sector
Shareholders
Shares
Number
%
Number
%
Corporate
365
3.7
11,402,486
55.8
Financial and insurance institutions
21
0.2
2,101,964
10.3
Public sector
3
0.0
938,132
4.6
Households
9,351
95.7
5,964,956
29.2
Non-profit institutions serving
households
10
0.1
22,534
0.1
Foreigners
24
0.3
5,502
0.0
Total
9,774
100.0
20,435,574
100.0
Of which nominee-registered
0
0.0
264,227
Issued number
0
0.0
20,699,801
RELATED PARTY TRANSACTIONS
NoHo Partners Plc, the parent company of NoHo Partners Group has granted EUR 113.0
million in financial loans to Group companies. The parent company’s MEUR 8.0 bank
guarantee limit related to leases also includes lease guarantees for the Group subsidiaries.
In addition, the Group has a EUR 33.4 million purchase commitment from the associated
company Eezy Plc. The related party transactions of the Group are described on page
.
| 23
ASSESSMENT OF RISKS AND UNCERTAINTIES RELATED TO THE COMPANY’S OPERATIONS
The near-term risks and uncertainties described in this section can potentially have a significant impact on NoHo Partners’ business, financial results and future outlook over the next 12 months.
The table describes the risks as well as measures to prepare for them and minimise them.
Geopolitical situation
The uncertain geopolitical situation may have an impact on the company’s market environment. For the time being, the company does not see
a significant impact on demand in its operating countries.
The rise in the general cost level caused by the prevailing global situation has an impact on the company’s business. To mitigate the impact,
the company has prepared for rising raw material prices, for example, through the centralisation of purchase and sales agreements as well as
price increases.
General financial situation and changes in
customer demand
The sales and profitability of restaurant services are affected by the financial situation of households and the development of purchasing power
and corporate sales. The business outlook for the tourism and restaurant sector and consumer confidence have been weakened by the
uncertain geopolitical climate and the general rise in costs. Demand for restaurant services has, however, remained at a good level.
Inflation and weakening consumer purchasing power and confidence constitute a risk to the development of NoHo Partners’ turnover and cash
flow. The adaptation of operating costs and the ability to mount an agile response to changes in customer demand are key ways for the Group
to influence the development of turnover and EBIT.
Liquidity risk
The Group’s financing needs will be covered by optimising working capital and through external financing arrangements so that the Group has
sufficient liquidity or unwithdrawn committed credit arrangements at its disposal. The operational monitoring and management of liquidity risk
are centralised in the Group’s finance department, where the sufficiency of financing is managed based on rolling forecasts.
Unexpected legislative amendments related to the company’s business, might have a negative effect on the company’s liquidity.
Financial risks
The Group strives to assess and track the amount of funding required by the business, for example by performing a monthly analysis of the
utilisation rate of the restaurants and the development of sales, in order to ensure that the Group has sufficient working capital and liquid
assets to fund the operations and repay loans that fall due. The aim is to ensure the availability and flexibility of Group financing through
sufficient credit limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well as using several financial
institutions and forms of financing, when necessary.
Changes in the macroeconomic environment or the general financing market situation may negatively affect the company’s liquidity as well as
the availability, price and other terms and conditions of financing.
Amendments to legislation
Changes in regulations governing the restaurant business in the Group’s various markets may have a negative impact on the Group’s
operations. Regulatory changes concerning, for example, alcohol, food and labour laws and value-added taxation may affect the company’s
business.
Rent level development
Business premises expenses constitute a significant share of NoHo Partners’ operating expenses. The Group’s business premises are
primarily leased, so the development of the general level of rents has a significant impact on the Group’s operations.
Labour market situation and labour supply
The availability of skilled part-time labour particularly during high seasons and on the weekends can be seen as an uncertainty factor, that may
affect the company’s business operations.
| 24
Goodwill write-off risk
The Group has a significant amount of goodwill on the consolidated balance sheet, which is subject to a write-off risk in the event that the
Group’s expected future cash flows decline permanently due to external or internal factors.
PROPOSAL OF THE BOARD OF DIRECTORS CONCERNING ACTIONS TO BE TAKEN
REGARDING THE PROFIT OF THE PARENT COMPANY
NoHo Partners Plc’s distributable assets on 31 December2022 were EUR 111,470,394.44,
of which the share of the financial period’s result is EUR 2,872,271.54.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 19 April 2023 that, based on the adopted balance sheet of the financial period ending on
31 December 2022, a dividend of EUR 0.40 (0.00) per share will be paid at the time of
dividend payment on shares owned by external shareholders.
The Board of Directors proposes that the dividend be paid in two (2) instalments, such that
the first instalment of EUR 0.20 per share is paid on 24 May 2023 to shareholders who have
been recorded in the company’s shareholder list maintained by Euroclear Finland Oy by the
record date of 11 May 2023. The Board of Directors proposes that it be authorised to later
decide, according to its discretion, the record and payment date for the second instalment of
the dividend, however in such a way that the second instalment is paid no later than by 20
October 2023 with a record date five weekdays prior to payment date.
At the time of the financial statements on 31 December 2022, there were 20,699,801
externally owned shares.
PROFIT GUIDANCE AS OF 16 FEBRUARY 2023
NoHo Partners estimates that, during the financial year 2023, it will achieve total turnover of
over MEUR 350 and EBIT margin of approximately 9% in the restaurant business.
FINANCIAL TARGETS FOR THE STRATEGY PERIOD 2022-2024
The company revises its long-term guidance as follows:
The Group aims to achieve turnover of approximately MEUR 400 and an EBIT margin of
approximately 10% during 2024. In the long-term, the company aims to keep the ratio of net
debt to operational EBITDA, adjusted for IFRS 16 lease liability, under 3 and distribute
annually increasing dividend.
The previous long-term guidance was:
The Group aims to achieve turnover of approximately MEUR 400 and an EBIT margin of
approximately 10% during 2024. The company aims for the ratio of net debt to operational
EBITDA, adjusted for IFRS 16 lease liability, to be under 3 and for dividends to be paid
during the strategy period 2022–2024.
| 25
KEY
FIGURES
DESCRIBING
THE
FINANCIAL
POSITION
AND
NET
INCOME
Key figures describing the financial position of the parent company (FAS)
MEUR
2022
2021
2020
Turnover
41.9
17.5
13.4
EBIT
0.6
-3.4
-11.7
1.4
-19.4
-87.6
Return on equity %
2.6
-4.7
-14.3
Equity ratio %
42.9
36.4
38.1
Key figures describing the financial position and net income of the Group
MEUR
2022
2021
2020
Turnover
312.8
186.1
156.8
Material margin
235.5
138.5
112.9
75.3
74.4
72.0
EBIT
31.6
-0.9
-23.9
75.3
74.4
72.0
Balance sheet total
453.2
459.3
448.3
Return on investment %
8.6
0.0
-5.9
Return on equity %
6.5
-13.7
-27.0
Equity ratio %
18.2
15.1
18.1
Gearing ratio %
353.1
462.4
391.0
Gearing ratio % excluding IFRS 16 impact
135.1
203.1
192.0
Personnel expenses, %
33.2
36.0
38.0
Net cash from investing activities
16.4
4.7
10.6
The calculation formulas for key figures are presented on page
Share-based key figures
2022
2021
2020
Earnings per share, undiluted, EUR
0.07
-0.55
-1.44
Earnings per share, diluted, EUR
0.07
-0.55
-1.44
Equity per share, EUR
3.61
3.35
3.96
Dividend per share, EUR *
0.40
0.00
0.00
Dividend/EPS, %
546.49
0.00
0.00
Effective dividend yield, %
5.96
0.00
0.00
Price to earnings ratio (P/E)
91.67
-13.77
-5.61
Share price 31 December, EUR
6.71
7.62
8.06
Average share price, EUR
7.51
8.17
6.23
Highest share price during the financial period, EUR
8.60
9.45
11.50
Lowest share price during the financial period, EUR
5.70
6.68
3.56
Market capitalisation, EUR million
138.9
146.5
154.9
Volume of trading during the financial period
3,211,768
4,663,769
11,178,342
Share turnover, %
15.8
24.3
58.4
MEUR
2022
2021
2020
Adjusted average number of shares during the
financial period
20,297,862
19,222,270
19,134,577
Adjusted number of shares on 31 December
20,699,801
19,222,270
19,222,270
* Proposal by the Board of Directors for the financial year 2022 to the Annual General Meeting to be
held on 19 April 2023.
| 27
SUSTAINABILITY
Non-financial information
Sustainability is one of the NoHo Partners’ core values and a key component of our growth
strategy. It leads our thinking and choices from a sustainable perspective. Our aim is to
provide meaningful experiences for an increasing number of customers, while acting for the
good of the environment. Sustainable business requires well-organized and managed
actions that are realized together with internal and external stakeholders, employees,
partners, suppliers, and customers.
ESG FOCUS AREAS
Our sustainability program consists of eight focus areas, which are divided into three
environment, social, and governance (ESG) themes. These themes are
Environment and
Climate
,
People and Communality
Good Governance
.
SUSTAINABLE AND PROFITABLE GROWTH
– TOGETHER
At the beginning of 2022, the restrictions on the restaurant industry caused by the pandemic
were gradually lifted, and NoHo was able to continue its profitable growth and the
implementation of the sustainability program.
The sustainability program follows a roadmap drawn up in 2021. The roadmap extends to
2025 and is divided into yearly sub-targets. The targets of 2022 were to train employees in
implementing the sustainability program, define baselines of central KPIs, collect
appropriate data, publish the ethical principles, and harmonize sustainability reporting for
business operations in Finland, Norway, and Denmark. The targets were implemented for
the most part, and the preparation for 2023 goals was started.
The priorities of our program are sustainable procurement and mitigating environmental
impact, responsibility for people, and good governance. In 2021, we defined ten key
performance indicators (KPI’s) to assess the impact of our actions. In 2022, we started
defining baselines and collecting data. The impact of our sustainability program is measured
against the United Nations Sustainable Development Goals (SDGs) and the results are
reported annually.
SUSTAINABILITY ACTION
Double the Christmas spirit
In 2022, as in previous years, our personnel in Finland had the
opportunity to choose a charitable donation as their own Christmas
present. The sum was then doubled by the company and donated to
Hope ry. NoHo Partners also donated Kesko gift cards for the
Christmas celebrations of low-income families. In Norway too, a
similar Christmas donation was made.
| 28
256
restaurants
approx.
80
partners
2,300
employees
(FTE)
34.0%
employee
turnover
30
average age of
employees
55%
females
45%
males
93%
job satisfaction
over
100
supplier contract
partners
12.5
million
customer visits
67.2
customer
satisfaction
(NPS)
169
accidents
(registered
personnel)
| 29
SUSTAINABILITY PROGRAM
FOCUS AREA
ENVIRONMENT AND CLIMATE
PEOPLE AND COMMUNITY
GOOD GOVERNANCE
GOALS
Sustainable procurement
Mitigating environmental impact
Healthy and satisfied employees
Excellent customer experience
Enliven the city culture
Sustainable practices
Enabling entrepreneurship and good work
Impact on society
OPERATING PRINCIPLES
Product and service development
Environmentally friendly solutions
Engagement, equality, well-being
Meaningful experiences
Communality
Sustainability integrated into operations
Operational excellence
Profitable growth
ACTIONS 2022-2024
Procurement principles
Resource efficiency
Carbon footprint
NoHo Academy training
Utilization of customer data, new concepts
Cooperation and urban projects
More balanced gender distribution in management positions
ESG Guide, Code of Conduct update, digital
solutions
Establishment of board committees
Scaling of the operative competence and the partner
model
Growth that allows for employment, payment of
taxes and dividends
KPIs
Following procurement principles
Reducing CO
2
emissions
Share of green electricity
Minimizing food waste
Employee job satisfaction
Gender equality in management and supervisory positions
Customer satisfaction
Number of absences
Employee wellbeing survey results concerning the
importance of sustainability and how sustainability
shows in everyday work
EBIT margin 10%
SDG IMPACT
12.1.1
Sustainable production and
consumption
12.3.1
Reduction of food waste
5.5.2
Increase
gender equality in
management
10.2.1
social, economic and
political inclusion
8.1.1
9.4.1
2
emissions
8.1.1
8.5.2
12.b.1
planning
BUSINESS IMPACT
Growing competitive edge by following
procurement principles
Saving costs by minimizing food waste
Positive impact on growth through customers satisfaction
Reduction of absences by developing employee satisfaction and
well-being
Positive impact on growth through sustainability
integration
| 30
ENVIRONMENT AND CLIMATE
The most significant environmental impacts of the restaurant industry are related to the
procurement of food and beverage products, energy consumption on restaurant locations,
food waste and recycling of waste. To mitigate our climate and environmental impact we will
make our procurement principles more sustainable and decrease the environmental load
throughout our supply chain.
We have started the calculation of our carbon footprint by identifying key emission sources
of our operations together with defining the scopes* of the calculation. Our carbon
calculation will follow the calculation model of the Finnish Chamber of Commerce’s Climate
Commitment, based on GHG Protocol**. The goal is to calculate the baseline during 2023,
set a concrete target
timeline, and define actions through which we will reduce emissions
accordingly.
GOALS
Sustainable procurement
Mitigating environmental impact
OPERATING PRINCIPLES
Product and service development
Environmentally friendly solutions
ACTIONS 2022-2024
Procurement principles
Resource efficiency
Carbon footprint
KPIs
Following procurement principles
Reducing CO
2
emissions
Share of green electricity
Minimizing food waste
SDG IMPACT
12.1.1
Sustainable production and
consumption
12.3.1
Reduction of food waste
9.4.1
Decrease CO
2
BUSINESS IMPACT
Growing competitive edge by following procurement
principles
Saving costs by minimizing food waste
* Scope refers to emission
category
.
GHG protocol divides emission sources to three categories (scope). Scope 1
– category includes direct greenhouse emissions, scope 2 - category includes emissions from purchased energy,
and scope 3 – category includes all indirect greenhouse emissions.
** GHG (Green House Gas) Protocol is a carbon calculation standard .
| 31
SUSTAINABLE PROCUREMENT
Quality of food and ingredients, origin and
traceability are important factors for our customers.
We offer products that are made of high quality and
safe ingredients. We try to consider environmentally
friendly options in our procurements, from food
ingredients to energy, equipment and detergents.
We prefer, whenever possible, locally produced
products with quality or environmental certificates.
Procurement is largely centralized at Group level. In
2022, approximately 93% of our food and beverage
products were acquired from our contracted
suppliers. We require actions from our partners to
mitigate their environmental impact, and if
necessary, exclude partners who violate national and international human rights treaties.
In 2023, we will update our ethical guidelines for our procurement partners, which include
the minimum requirements related to procurements. The requirements will be taken into use
gradually as contracts are renewed.
SUSTAINABILITY ACTION
Sustainability principles at Palace and Savoy
Restaurants Palace and Savoy jointly prepared a sustainability
program, and launched its implementation at the beginning of
2022. The three principles of the program are: Integrating
sustainability in all work tasks, mitigating climate impact in the
food and beverage supply, and transparent reporting.
MITIGATING ENVIRONMENTAL IMPACT
Our restaurants in Finland mainly operate on rental
premises and many of our leaseholders are
providing environmentally friendly energy. This year,
54 (53)% of the consumption of own energy
contracts comes from renewable energy sources.
One of our most important sustainability goals is to
reduce food waste more effectively. The Natural
Resource Institute of Finland (LUKE) estimates that
the restaurant industry in Finland produces
approximately 61 million kilograms of food waste,
which means that one fifth of restaurant food ends
up as waste. Reducing food waste has a positive
impact both economically and on climate change. In
2022, NoHo participated in the partnership project Mission Positive Handprint coordinated
by Laurea University of Applied Sciences. The project studied the origin of restaurant
produced food waste and conceptualized good practices to reduce it. Obtained information
from the pilot project will be used to set measurable goals for reducing food waste, and
define concrete actions for reaching these goals. One of the actions is to join the Finnish
food and drink material efficiency commitment in the beginning of 2023. The commitment
aims to reduce the environmental impact in the food and drink production, distribution, and
consumption.
NoHo Partners follows existing laws and regulations when it comes to recycling and sorting
waste but we want to do more. We are constantly looking for ways to adhere to circular
economy principles with regard to materials. For example, Nokia Arena’s restaurants are
using Pure Recycle’s new return and recycling solution, which presses packaging into a
fraction of their original sizes. This environmentally friendly and cost-effective innovation
increases the efficiency in space usage, recycling logistics and facilitates the work of
employees. Our restaurants have a coherent operation model for the recycling of frying oil.
The oil is collected from the locations, processed in Finland and used as biofuel raw
material in line with a sustainably certified operation model. Our restaurants have mainly
moved to carton and biodegradable boxes and wrappers.
| 32
PEOPLE AND COMMUNALITY
Skilled and passionate people are our greatest asset, with whom we can grow sustainably.
Working towards sustainable practices is a shared journey with our employees, customers,
partners and suppliers.
SUSTAINABILITY ACTION
Work based immigration
In 2022, NoHo hired 38 chefs from the Philippines, who arrived in
Finland between January and March to work in various NoHo
restaurants around the country.
GOALS
Healthy and satisfied employees
Excellent customer experience
Enliven the city culture
OPERATING PRINCIPLES
Engagement, equality, well-being
Meaningful experiences
Communality
ACTIONS 2022-2024
NoHo Academy
Utilization of customer data, new concepts
Cooperation and urban projects
Balanced gender distribution in management positions
KPIs
Employee job satisfaction
Gender equality in management and supervisory
positions
Customer satisfaction
Number of absences
SDG IMPACT
5.5.2
Increase gender equality in
management
8.1.1
8.5.2
10.2.1
inclusion
BUSINESS IMPACT
Positive impact on growth through happy customers
Saving costs by developing employee satisfaction and
well-being
| 33
38%
55%
7%
under 25 years
between 25-50 years
over 50 years
HEALTHY AND SATISFIED EMPLOYEES
NoHo Partners aims to take the best possible care
of the personnel by investing in management,
training and active communication.
The educational themes of 2022 were development
of front-line management, leadership, and
profitability. Hundreds of managers and supervisors
participated in trainings. In 2023, the central themes
of NoHo Academy will be sustainability and quality.
The goal of our occupational safety and health care
is to guarantee a safe working environment and to
support and maintain the ability of our personnel to
work. In 2022, the number of reported accidents
were 169. The main reasons for the accidents were cut wounds and slips. The occupational
health and safety plan emphasize proactive approach to work safety and aims to
systematically improve the working conditions and the level of work safety through planned
precautionary actions, for example, by performing regular safety assessments in
restaurants. Work safety is the result of collaboration between the occupational safety and
health organisation, the restaurant units, and management. However, safety is everyone’s
common concern. In addition to the work equipment and work environment, safety is also
affected by work methods and habits.
We offer our employees the best restaurant benefits in the Group restaurants. Also, through
an extensive partner network, we offer our employees various recreational opportunities as
well as product and service discounts, sports, cultural and wellbeing benefits. In an industry
where there is general labour shortage, this is, in addition to competitive salary, an
important advantage for engaging skilled personnel.
NoHo’s annual occupational wellbeing survey is used to monitor staff satisfaction, and to
create a basis for future development work. Results show that occupational wellbeing
improved significantly in 2022 when 94 (85)% of the personnel in Finland were very or fairly
satisfied with the company as a workplace. In 2022, survey was extended to cover Norway
and Denmark as well, where the satisfaction rate was 86% in both countries. In the whole
group, 93% of employees were very to fairly satisfied with NoHo as a workplace. The
contributing factors to occupational wellbeing were especially good employee benefits, nice
co-workers and good work atmosphere
In 2022, importance of sustainability on a personal level and its implementation at the
workplace were investigated for the first time. Sustainability was considered very important
from a personal point of view, with an average of 9.0 (on a scale 1 - 10). The topic was also
seen to be strongly present in daily operations (average 4.0 on a scale 1 - 5). The purpose
of sustainability will continue to be monitored in future occupational wellbeing surveys in
order to develop leadership and management work and improve everyday practices.
NoHo is a workplace where every member is accepted as they are. We are committed to
promoting equality and inclusion in all our operations, and we have zero tolerance for
bullying, sexual harassment, or discrimination. Approximately one in ten of NoHo employees
has experienced inappropriate behaviour at the workplace either by a customer or
colleague. We take every case seriously. We handle all reports confidentially and
appropriately and, if necessary, take the required measures. We also promote inclusion and
equality in the Group’s ethical guidelines, which were updated in 2022. An online course has
also been produced of the ethical guidelines, which will be used in onboarding and training.
Cultural diversity is extensive at NoHo, as in the restaurant industry in general. We
encourage diversity when it comes to gender, age, and competence etc. In 2022, the
Group’s gender distribution in managerial or supervisory positions was fairly balanced: 52%
men and 48% female. By developing practices and processes, we strive for even more
balanced gender distribution in all areas of duties and responsibilities.
Gender and age distribution
Males,
%
Females,
%
Board of Directors
83
17
Group Executive Team
100
0
Executive Team Finland
67
33
Executive Team Denmark
71
29
Executive Team Norway
50
50
Managers
52
48
| 34
EXCELLENT CUSTOMER EXPERIENCE
We strive for excellent customer satisfaction in all our operations. A quality encounter is
based on understanding and responding to customer needs and desires and providing new
services and meaningful experiences. We want to strengthen customer satisfaction through
our sustainable choices and decisions. We listen to our customers carefully. Our strength is
to change our operations quickly, create new concepts and update old ones.
The customer satisfaction of restaurants as measured by the Net Promoter Score (NPS)
was 67.2 (67.8). According to the NPS, 50-80 is considered excellent.
ENLIVEN THE CITY CULTURE
Our mission is to provide our customers
with memorable experiences for
everyday life and celebrations around
the clock. In accordance with our
strategy, NoHo Partners has been
involved in building a vibrant and
diverse urban culture, which includes
extensive city projects and creating
new concepts as well as nurturing
traditional classic restaurants.
The event industry along with its
restaurant operations are developing
as people seek increasingly meaningful
encounters. To this segment, NoHo Partners established in 2022 its own business unit,
NoHo Events focused on events and experiences, targeting a leading position in the
Nordics. One of the significant city projects that started during 2022 is the Kulttuurikasarmi
cultural centre, which will be built on the premises of an old bus station in central Helsinki.
This entertainment centre, estimated to be ready by the end of 2023, combines culture, art,
concerts, events and good food in numerous NoHo restaurants, bars, and terrace areas.
Early 2023, NoHo Partners also signed a strategic partnership agreement with Helsinki
Expo and Convention Centre, the largest venue for exhibitions, meetings and congresses in
Finland, hosting national and international events for about a million visitors annually. NoHo
also participates in activities aiming to develop Helsinki and other urban centres, for
example, through collaboration with the Finnish Hospitality Association, MaRa ry.
SUSTAINABILITY ACTION
Traditional restaurant culture
The classic restaurant concept of NoHo Partners was
strengthened by a new member in 2022 through the acquisition of
restaurant Sea Horse. Established in 1934 and located in the
Ullanlinna area of Helsinki, is one of the most internationally
known Finnish restaurants and has been featured in numerous
films as well as magazine articles.
| 35
GOOD GOVERNANCE
SUSTAINABLE PRACTICES
Sustainable practices, law and policy compliance, transparent reporting and governance
make the foundation of our business. We practice strictly controlled liquor licensing. Our
practices are aligned with all alcohol, liquor, food and employment laws, regulations and
provisions. We encourage our personnel to more sustainable activities through training,
guidance, and sharing of good practices and operating models.
Updating NoHo Partner’s ethical guidelines was finalized at the end of 2022. The guidelines
are also produced in video recording format, which will be used in e.g., onboarding
programs. A practical ESG guide was also produced based on the sustainability program.
The ESG guide contains hands-on tips for how sustainable practices can be implemented in
everyday work. The guide contains guidelines regarding social practices, procurements,
lighting, electricity and water use efficiency, reducing food waste, recycling and so on. The
ESG guide will be used for onboarding and training, and the content will be shared in
different communication channels in a targeted manner. In 2023, the sustainability trainings
will continue with different themes, and NoHo Academy´s training programs will be
increased.
GOALS
Sustainable practices
Enabling entrepreneurship and good work
Impact on society
OPERATING PRINCIPLES
Sustainability integrated into operations
Operational excellence
Profitable growth
ACTIONS 2022-2024
ESG Guide, Code of Conduct, digital solutions
Establishment of board committees
Scaling of the operative competence and the partner
model
Growth that allows for employment, payment of taxes
and dividends
KPIs
Employee well-being survey results regarding the
significance of sustainability and how it shows in daily
operations
EBIT margin 10%
SDG IMPACT
8.1.1
12.b.1
planning
BUSINESS IMPACT
Positive impact on growth through sustainability
integration
| 36
ENABLING ENTREPRENEURSHIP AND GOOD WORK
At the core of our business is a partner model that
emphasizes entrepreneurship, where restaurateurs
together with strong brands and concepts enable
meaningful experiences. NoHo is an attractive
partner for ambitious entrepreneurs. Group is able
to offer the support and extensive know-how which
allows entrepreneurs to focus on developing
restaurant services and everyday activities.
Considerable economies of scale, decades of
experience, excellent operative competence, and
sustainable principles create the basis for
successful growth in the future. Our partner model
is the cornerstone of group´s operations and its key
competitive advantage also in international markets.
In 2022, the Group had approximately
80
shareholder partners in Finland, Denmark and
Norway, whose individual ownership of the subsidiary exceeded 2%.
We are one of the biggest employers in the restaurant business in all our current markets.
Depending on the season, the Group has approximately 2,300 employees converted to full-
time workforce, but our employment impact extends to thousands of employees in
numerous other industries. We invest in competence building of our employees through
collaboration with our staff-leasing partners and educational institutions, providing training,
offering more diverse working opportunities in different locations, and encouraging new
talent to the industry, especially young people. For many young people, we are the first job
and contact with working life. In 2022, little more than a third of the Group’s employees in
Finland, Norway and Denmark and the employees hired through staff-leasing partners, were
under 25 years of age. The average age of employees was approximately 30 years. We
invest in the employment of young people and in ensuring that they get a good start when
entering the industry.
According to the occupational wellbeing survey of 2022, young people
experience NoHo as a safe work environment (average 4,7 on scale 1-5) and feel that they
receive support from co-workers when needed (average 4,7 on scale 1-5).
Every year, the Group and its restaurants participate in various charity campaigns within
their operating countries, with the aim to support both local communities and nationally
significant activities.
In 2022, our restaurants worked in partnership with WWF, Hope Ry,
and Blue Ribbon Foundation Group. The aim is to grow and develop charitable activities.
The collaboration will be tied especially
to youth employment and helping young people in
various ways.
IMPACT ON SOCIETY
We are a major domestic and international
company and as one of the largest restaurant
companies in the Nordic countries our
operations have a wide-ranging impact on
society as a whole.
Our vision is to be the leading restaurant
company in Northern Europe and to grow in this
role responsibly and profitably. The Covid-19
pandemic has had a considerable impact on
the company’s operations, the market, and the
restaurant industry. After the restrictions were
lifted in spring of 2022, customers returned to
restaurants, operations were normalized and
we were able to continue doing business in line
with our strategy
.
NoHo Partners continued implementing its profitable growth strategy. In 2022, the Group
turnover was MEUR 312.8 (186.1) and EBIT MEUR (-0.9).
SUSTAINABILITY ACTION
Night of the homeless
We participated in the Night of the Homeless to support
Blue
Ribbon Foundation Group
consumables for its residents. The Night of the Homeless is a civil
movement which has contributed to reducing homelessness in
Finland already for 20 years.
| 37
MANAGING SUSTAINABILITY
We have drawn up a sustainability roadmap until 2025 and divided it into one-year sub-
themes. We measure the impact of our sustainability plan with respect to the United Nations
Sustainable Development Goals (SDGs). Goals, actions and KPIs are defined and updated
in accordance with the sustainability roadmap and the results are reported annually.
Sustainability roadmap
Our group level mission is to support our restaurants in sustainable practices, to create
common goals and operating models, and to provide training, means and tools to enable
adaptation of new manners and ensure sustainable growth. Our sustainability roadmap
directs our work towards these set goals.
2025
2024
CONTINUOUS IMPROVEMENT
●
●
●
of the sustainability program
●
2023
ACTIONS & DEVELOPMENT
●
●
●
2022
COMPETENCE & REPORTING
●
Implementing the ESG-program and
NoHo Academy training programs
●
Reporting by the ESG-program
●
Calculation of carbon footprint and food
waste
●
SDG impacts
●
ESG impacts
SUSTAINABILITY ACTION PLAN
●
Focus areas
●
Goals, actions and KPI’s
●
Data collection, baseline
●
Carbon footprint
●
Code of Conduct update
●
Training of supervisors
●
ESG Guide
●
Harmonization of reporting
●
Done
●
In progress
●
Pending
| 38
Management model
CEO, Group Executive Team and
ESG team
Ensuring sustainable growth
Goals, actions, KPIs
ESG report on operating principles
Partners, Team Leaders
Sustainability integrated into business
Data, measuring, reporting
Partners, Restaurant Managers,
Personnel
Everyday practices
Best principles
ESG training and guide
Sustainability leadership is realized through a good operating model, extensive training,
suitable tools, and concrete set targets. Our leadership model is divided into three levels:
strategic, tactical, and operative. Each domain has its defined role in implementing the
sustainability plan.
The compilation of the sustainability program, which is based on sustainable growth
and the company’s ESG principles, is under the responsibility of the CEO, the Group
Executive Team and the ESG team, which consists of experts from various fields.
The sustainability program is implemented in everyday activities. The business and
team leaders, together with the partners and experts, are responsible for
implementing the sustainability program. Activities are guided by eight focus areas,
each of which have defined actions, KPIs, and SDG and economic impact.
TACTIC LEVEL
Implementation of the
strategy
STRATEGIC
LEVEL
OPERATIVE LEVEL
Everyday practice
| 39
UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS
The goals of our sustainability program are measured against the following five United
Nations Sustainable Development Goals (SDGs):
•
Gender Equality 5
•
Decent work and economic growth 8
•
Sustainable industries, innovation and infrastructure 9
•
Reducing inequalities 10
•
Sustainable production and consumption 12
The sustainability goals are divided into environmental, social and governance (ESG)
effectiveness. We set the metrics for the first time in 2021. Few indicators were adjusted in
2022 due to incorporating figures from international operations.
DISCLOSURES PURSUANT TO THE EU TAXONOMY REGULATION
The EU taxonomy, or uniform sustainability criteria to promote green investment, is a
classification system that constitutes a list of environmentally sustainable economic
activities. In the Taxonomy Regulation, environmental sustainability is based on six
environmental objectives: climate change mitigation, climate change adaptation, the
sustainable use and protection of water and marine resources, the transition to a circular
economy, pollution prevention and control and the protection and restoration of biodiversity
and ecosystems.
Activities that significantly contribute to the at least one of the objectives listed above and do
not cause significant harm to the other objectives or violate human rights, for example, are
classified as environmentally sustainable, taxonomically-aligned activities.
In its first phase, the sectors and activities with the greatest potential to have a major impact
on climate change mitigation or adaptation have been included in the taxonomy. Companies
are required to disclose information about the share of taxonomy-eligible and taxonomy
aligned businesses of their turnover, capital expenses and operating expenses. A function is
reported if it is within the scope of the Regulation.
Based on an analysis carried out be NoHo Partners, the Group’s interpretation is that none
of its business activities are included in the currently reported taxonomy activities.
Total,
MEUR
Taxonomy
aligned,
%
Taxonomy
eligible,
%
Non-taxonomy
eligble,
%
Turnover
312.8
0.0
0.0
100.0
Capital expenditure *
20.9
0.0
0.0
100.0
Operating expenses **
246.8
0.0
0.0
100.0
* The Group’s reported gross investments, including prepayments
** The Group’s operating expenses include materials and services, employee benefits and
other operating expenses
| 40
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities in 2022
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code(s)
Absolute turnover
Proportion of turnover
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Minimum
safeguards
Taxonomy-
aligned
proportion of
turnover
2022
Taxonomy-
aligned
proportion of
turnover
2021
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
(21)
EUR
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy -aligned)
-
Turnover of environmentally sustainable activities (Taxonomy-
aligned) (A.1)
0.0
0
A.2 Taxonomy-Eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities)
-
Turnover of Taxonomy -eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities) (A.2)
0.0
0
Total (A.1 + A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy -non-eligible activities (B)
312.8
100
Total (A + B)
312.8
100
| 41
Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities in 2022
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code(s)
Absolute turnover
Proportion of turnover
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Minimum
safeguards
Taxonomy-
aligned
proportion of
CapEx 2022
Taxonomy-
aligned
proportion of
CapEx 2021
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
(21)
EUR
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy -aligned)
-
CapEx of environmentally sustainable activities (Taxonomy-
aligned) (A.1)
0.0
0
A.2 Taxonomy-Eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities)
-
CapEx of Taxonomy -eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities) (A.2)
0.0
0
Total (A.1 + A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy -non-eligible activities (B)
20.9
100
Total (A + B)
20.9
100
| 42
Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities in 2022
Substantial contribution criteria
DNSH criteria
(‘Does Not Significantly Harm’)
Economic activities
Code(s)
Absolute turnover
Proportion of turnover
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodive
rsity and ecosystems
Climate change mitigation
Climate change adaptation
Water and marine resources
Circular economy
Pollution
Biodiversity and ecosystems
Minimum
safeguards
Taxonomy-
aligned
proportion of
OpEx 2022
Taxonomy-
aligned
proportion of
OpEx 2021
Category
(enabling
activity)
Category
(transitional
activity)
(1)
(2)
(3)
(4)
(5)
(7)
(10)
(11)
(13)
(14)
(15)
(17)
(18)
(19)
(20)
(21)
EUR
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy -aligned)
-
OpEx of environmentally sustainable activities (Taxonomy -aligned)
(A.1)
0.0
0
A.2 Taxonomy-Eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities)
-
OpEx of Taxonomy -eligible but not environmentally sustainable
activities (not Taxonomy -aligned activities) (A.2)
0.0
0
Total (A.1 + A.2)
0.0
0
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy -non-eligible activities (B)
246.8
100
Total (A + B)
246.8
100
| 44
CORPORATE
GOVERNANCE
STATEMENT
2022
The company complies with the valid Corporate Governance Code of Finnish listed
companies with any possible exceptions. The Corporate Governance Code is available at
cgfinland.fi/en.
The statement is not updated during the financial period, but up-to-date information is
available at noho.fi/en.
ANNUAL GENERAL MEETING
The tasks of the Annual General Meeting as the highest decision-making body of the
company have been determined in the Limited Liability Companies Act and in the Articles of
Association. At the Annual General Meeting, the shareholders exercise their decision-
making power in matters related to the company. The Annual General Meeting is held within
six months from the end of the financial period. The Board summons the Annual General
Meeting and decides where and when it will be held. The Articles of Association state that
the notice of the Annual General Meeting is published for the shareholders’ information at
least on the company’s website no earlier than three months and no later than three weeks
prior to the Annual General Meeting. However, the notice must be published at least nine
days before the record date of the Annual General Meeting.
The Board of Directors summons an Extraordinary General Meeting when it considers it
necessary or when required by the law.
BOARD OF DIRECTORS
The Board of Directors has general authority in all the company’s matters that have not
been designated by law or the Articles of Association to be decided or implemented by other
bodies. The Board of Directors is responsible for the company’s administration and the
proper organisation of its operations. The Board of Directors confirms the company’s
strategy, risk management principles and values observed in the company’s operations,
approves its business plan and decides on significant investments. In addition, the Board of
Directors’ tasks include assessing the independence of the auditor and the non-audit
services.
The operations of the Board of Directors follow current legislation, guidelines issued by the
stock exchange, other official regulations and the company’s Articles of Association.
According to the Articles of Association, the Annual General Meeting selects between five
and seven members for NoHo Partners Plc’s Board of Directors. The term of office of the
members of the Board of Directors ends when the following Annual General Meeting is
concluded. The Board of Directors or Annual General Meeting elects the Chairman. In the
composition of the Board of Directors, the goal is to appoint members with diverse and
complimentary backgrounds, experience, expertise and from both genders, so that the
diversity of the Board of Directors supports NoHo Partners’ business and future in the best
possible way.
Since 2005, the Chairman of the Board of Directors has been Timo Laine. The work of the
Board of Directors is organised in accordance with the currently valid rules of procedure of
the Board of Directors. The rules of procedure are available on the company’s website.
SELECTION, TERM OF OFFICE AND COMPOSITION OF THE MEMBERS OF THE
BOARD OF DIRECTORS
The Annual General Meeting selects the members of the Board of Directors annually.
According to the Articles of Association, the Board of Directors consists of no fewer than five
and no more than seven members. The term of office of the members of the Board of
Directors ends when the following Annual General Meeting is concluded.
In addition to the Board members, meetings are attended by the CEO, Deputy CEO, CFO,
the secretary of the Board and, when necessary, separately invited persons.
The Board of Directors evaluates the independence of its members annually and reports
which Board members it defines as independent of the company and of significant
shareholders.
MEMBERS OF THE BOARD OF DIRECTORS ON 31 DECEMBER 2022
•
Timo Laine
, b. 1966, diploma in marketing, Chairman of the Board
Direct and controlling interest 5,282,844 shares
•
Yrjö Närhinen
, b. 1969, B.Sc. (Econ.), Vice-Chairman of the Board
Direct and controlling interest 50,000 shares
•
Mia Ahlström
, b. 1967, graduate in business and marketing
Direct and controlling interest 1,751 shares
•
Mika Niemi
, b. 1966, vocational qualification in business and administration
Direct and controlling interest 2,236,789 shares
•
Petri Olkinuora
, b.1957, M. Sc. (Tech.), MBA,
Direct and controlling interest 12,500 shares
•
Kai Seikku
, b. 1965, M.Sc. (Econ.)
Direct and controlling interest 13,300 shares
| 45
Of the Board members, Yrjö Närhinen, Kai Seikku, Petri Olkinuora and Mia Ahlström are
independent of the company and of significant shareholders. Of the Board members, two
(Laine and Niemi) are not independent of the company and of a significant shareholder.
During the financial period, the Board of Directors held 13 (14) meetings. Some of the
meetings were held by e-mail or telephone.
ATTENDANCE OF THE BOARD MEMBERS IN MEETINGS IN 2022
Name and position
Meetings
Timo Laine, Chairman
12
/
13
Yrjö Närhinen, Vice-Chairman (as of 27 April 2022)
9
/
9
Kai Seikku (as of 27 April 2022)
8
/
9
Petri Olkinuora
13
/
13
Mika Niemi
12
/
13
Mia Ahlström
12
/
13
Tomi Terho (until 27 April 2022)
3
/
4
Saku Tuominen (until 27 April 2022)
4
/
4
The company’s goal is to have diverse industry and market expertise, professional and
educational backgrounds and both genders represented on the Board of Directors. The
diversity of the Board enables a variety of views in decision-making and ensures high-
quality operation as well as promotes efficient monitoring of management. This goal was
achieved in 2022.
BOARD COMMITTEES
NoHo Partners Plc’s Audit Committee and Nomination and Remuneration Committee took
up their duties in May 2022. The rules of procedure of the committees are described on the
company's website at noho.fi/en.
The Audit Committee assists the Board of Directors in ensuring the legality, transparency
and clarity of the company's financial reporting and accounting methods as well as the
financial statements and other financial information provided by the company. Regarding the
composition of the Audit Committee, the company departs from the recommendation of the
Finnish Corporate Governance Code, which requires the committee to have three members.
The company considers that sufficient expertise for the Audit Committee is secured by two
members. The committee may also seek views from outside the committee, if it so wishes.
In 2022, Kai Seikku was Chairman of the Audit Committee and Petri Olkinuora a member.
The Nomination and Remuneration Committee assists the Board of Directors in matters
related to the nomination and remuneration of the senior management and is responsible for
preparing proposals for the election and remuneration of the Board members for the Annual
General Meeting. In addition, the committee monitors and assesses the competitiveness of
the company's remuneration and incentive schemes and their development. In 2022, Yrjö
Närhinen was Chairman of the Nomination and Remuneration Committee and Timo Laine
and Mia Ahlström were members.
Both the Audit Committee as well as the Nomination and Remuneration Committee met 3
times during the financial period.
ATTENDANCE OF THE COMMITTEE MEMBERS IN MEETINGS IN 2022
Name and position
Meetings
Audit Committe
Kai Seikku, Chairman
3
/
3
Petri Olkinuora
3
/
3
Nomination and Remuneration Committee
Yrjö Närhinen, Chairman
3
/
3
Timo Laine
3
/
3
Mia Ahlström
3
/
3
REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Annual General Meeting decides on the remuneration paid to the members of the
Board of Directors. In 2022, the annual remuneration was EUR 40,000 (40,000) for the
Chairman of the Board of Directors, EUR 30,000 (30,000) for the Vice-Chairman and EUR
20,000 (20,000) for the members of the Board. A separate meeting attendance allowance
was not paid. A separate remuneration per meeting was paid to the persons elected to the
committees as follows: EUR 800 to the Chairman and EUR 400 to the members. Travel
expenses were reimbursed in accordance with the company’s travel rules.
| 46
THE CEO AND THE EXECUTIVE TEAM
NoHo Partners Plc’s Board of Directors appoints the company’s CEO and Deputy CEO,
supervises their work and decides on the remuneration and benefits to be paid and the
conditions of the post. The CEO and Deputy CEO are not members of the Board of
Directors.
The company’s CEO in 2022 was
Aku Vikström
. The company’s Deputy CEO in 2022 was
Jarno Suominen
.
The CEO is in charge of the parent company’s and the Group’s operative management and
control in accordance with legislation and the guidelines given by the Board of Directors.
The CEO manages the administration of routine matters of the company and of the Group in
accordance with the instructions and orders issued by the Board of Directors. The CEO is
directly responsible for the planning and implementation of the strategy and the
corresponding investments, for ensuring that the bookkeeping is carried out as required by
the law and that the company’s financial management has been organised in a reliable
manner. The CEO serves as the Chairman of the Executive Team. The CEO monitors
decisions related to executive level persons, as well as important operative decisions. He or
she also ensures that the subsidiaries of the Group operate in the interests of the parent
company and endorse the Group’s strategy.
Operative business operations are the responsibility of the CEO, with the help of the
Executive Team. The Executive Team prepares and makes decisions in matters within the
CEO’s decision-making power.
EXECUTIVE TEAM
The tasks of the Executive Team include planning and implementing the company’s
strategy, management of business operations, result monitoring, annual planning, preparing
matters to be presented to the Board of Directors as well as the management of
investments, corporate acquisitions and operational change plans. The Executive Team
meets on a monthly basis.
In June 2022, NoHo Partners Plc re-organised the structure of its Executive Team to
accelerate its new growth strategy. With the changes made, the company seeks clearer
accountability and allocation of resources behind its strategic growth platforms. At the same
time, the company will strengthen the role of country-specific Executive Teams and invest in
the future growth and internationalisation of the Fast Food business. The company's
strategy and its implementation, financing, acquisitions and procurement will be
concentrated in the Group operations.
MEMBERS OF THE EXECUTIVE TEAM ON 31 DECEMBER 2022
as of 9 June 2022
•
Aku Vikström
, b. 1972, CEO
Direct and controlling interest 256,365 shares. The number of shares that can be
earned under the share-based incentive plan’s third earning period, ending on 31
March 2023, is 72,916 shares and 74,000 shares under the fourth earning period,
ending on 31 December 2024.
•
Jarno Suominen
, b. 1972, Deputy CEO
Direct and controlling interest 296,100 shares. The number of shares that can be
earned under the share-based incentive plan’s third earning period, ending on 31
March 2023, is 63,232 shares and 64,000 shares under the fourth earning period,
ending on 31 December 2024.
•
Jarno Vilponen
, b. 1987, CFO
Direct and controlling interest 21,200 shares. The number of shares that can be earned
under the share-based incentive plan’s third earning period, ending on 31 March 2023,
is 24,280 shares and 36,420 shares under the fourth earning period, ending on 31
December 2024.
•
Tuomas Piirtola
, b. 1980, Director of the Fast Food business
Direct and controlling interest 1,365 shares. Piirtola is not a participant of the share-
based incentive plan.
MEMBERS OF THE EXECUTIVE TEAM
until 9 June 2022
•
Aku Vikström, b. 1972, CEO
•
Jarno Suominen, b. 1972, Deputy CEO
•
Jarno Vilponen, b. 1987, CFO
•
Juha Helminen, b. 1977, Director of International Operations
•
Anne Kokkonen, b. 1976, HR Director
•
Benjamin Gripenberg, b. 1975, Director, Food restaurants, Helsinki metropolitan area
•
Tanja Virtanen, b. 1977, Director, Food restaurants, rest of Finland
•
Paul Meli, b. 1977, Director, Entertainment venues
•
Tero Kaikkonen, b. 1976, Director, Fast Casual
| 47
INSIDER ADMINISTRATION
NoHo Partners’ insider rules apply Nasdaq Helsinki Ltd’s insider guidelines and other
related legislation, such as the Market Abuse Regulation.
NoHo Partners applies the so-called closed period of 30 calendar days before the
publication of the company’s financial statements release or any interim report. During the
closed period, NoHo Partners Plc’s management and personnel participating in financial
reporting may not trade (on their own account or that of a third party) in the company’s
financial instruments.
The company has defined as permanent insiders the persons working in NoHo Partners
Group who by virtue of their position or tasks have access to all insider information
pertaining to NoHo Partners. In addition to a permanent insider list, project-specific insider
lists will be drafted, as prescribed by Nasdaq Helsinki Ltd.’s insider guidelines.
The person in charge of NoHo Partners Plc’s insider issues is Deputy CEO Jarno
Suominen.
AUDITING
The Articles of Association state that the Annual General Meeting selects the auditor for
NoHo Partners Plc.
The Annual General Meeting 2022 elected Ernst & Young Oy, a firm of authorised public
accountants, as the company’s auditor. Juha Hilmola, APA, acts as the company’s
responsible auditor.
Auditing is carried out in accordance with the relevant acts and the Articles of Association.
In practice, the auditing work is carried out during the financial period by inspecting the
business operations and administration, and as an actual financial statements audit after the
financial period has ended.
In 2022, the auditors of the NoHo Partners Group were paid EUR 0.7 (0.6) million for
auditing services and EUR 0.5 (0.2) million for other advisory and consulting services.
INTERNAL CONTROL
NoHo Partners Plc’s internal management and control procedures are based on the Limited
Liability Companies Act, the Articles of Association and the internal policies of the company.
The company’s management and control are distributed between the Annual General
Meeting, Board of Directors and CEO. Internal control refers to all the procedures, systems
and methods that the company’s management employs to ensure efficient, economical and
reliable operations.
NoHo Partners Plc’s Board of Directors is responsible for organising the internal control.
The Board of Directors has the highest responsibility of the company’s vision, strategic
goals and the commercial goals set based on them. The Board of Directors also bears the
highest responsibility for the supervision of the bookkeeping and financial management and
the proper arrangement of operations. The Board of Directors approves the common
guidelines for the entire internal control of the Group.
The CEO is directly responsible for the implementation of the strategy and the
corresponding investments, for ensuring that the bookkeeping is carried out as required by
the law, and that the financial management has been organised in a reliable manner.
Operative business operations are the responsibility of the CEO, with the help of the
Executive Team. The company’s senior management is responsible for internal control,
while the auditors take care of external auditing.
Taking the quality and scope of the business operations into consideration, the company
has not deemed it necessary to establish a special internal audit organisation. Instead, its
duties are included in the business organisation’s tasks in all the units of the Group.
Methods and procedures of internal control
The CEO is responsible for organising the bookkeeping and control mechanisms in practice.
The CEO monitors decisions related to executive level persons, as well as important
operative decisions. The CEO also ensures that the Group subsidiaries operate in the
interests of the parent company and endorse the Group’s strategy. The Group’s Executive
Team controls business operations and monitors the administration in the Group’s daily
operations.
The Group has defined clear authorisations for approving investments and matters related
to the personnel. The main tasks of the Group’s Executive Team are as follows:
•
supervision of business operations and finances, and
•
handling investments, corporate acquisitions and expanding and restriction plans
significant for the Group.
Internal control is an essential part of the company’s administration and management
systems. It covers NoHo Partners’ all units and operations. Among other things, internal
control must evaluate the sufficiency and efficiency of the risk positions related to the
company’s management and administrative systems, operations and data systems that
apply to:
| 48
•
the reliability and integrity of financial and operational data
•
the profitability and efficiency of operations
•
securing assets
•
compliance with laws, orders and agreements.
RELATED PARTY TRANSACTIONS
NoHo Partners does not regularly engage with its related parties in business transactions
that would be of material significance for the company or would not be part of the company’s
ordinary course of business or would be made in deviation from customary market terms
and conditions. Any material related party transactions that are not part of the company’s
ordinary course of business and are made in deviation from customary market terms and
conditions are handled by the company’s Board of Directors. Related party transactions are
monitored by the company’s financial administration. The company maintains a list of its
related parties and reports on related party transactions in its financial statements.
RISK MANAGEMENT
NoHo Partners strives to increase the shareholder value within the limits set by legislation
and the societal obligations.
NoHo Partners divides the risk factors influencing business operations, result and stock
exchange value into five main categories: market and business operation risks, risks related
to the personnel, technology and data security risks, financing risks and legal risks.
NoHo Partners strives to protect itself against other risks by taking out extensive insurance
contracts. These include statutory insurance, liability and property insurance as well as
ownership protection insurance policies. The scope of the insurances, values insured and
excesses are checked annually together with the company’s insurance company.
The Group’s risk management and market change anticipation constitute an integral part of
the management’s everyday work in order to guarantee the continuity of the business
operations. NoHo Partners carries out continuous risk mapping related to its operations and
aims to protect itself from identified risk factors in the best possible way.
REPORTING AND CONTROL SYSTEMS
The Group employs reporting systems required to efficiently monitor its operations. Internal
control is connected to the company’s vision, strategic goals and the business goals defined
based on them. The realisation of business goals and the Group’s financial development are
monitored monthly with a control system covering the entire Group. As an essential part of
the control system, actual data and up-to-date estimates are examined by the Group’s
Executive Team on a monthly basis. The control system includes extensive sales reporting,
an income statement, estimates for turnover and profit, and operational key figures.
| 49
BOARD
OF
DIRECTORS
TIMO LAINE
Chairman of the Board since
2008
•
Founder of NoHo
Partners Plc’s
predecessor Restamax
Oy
•
CEO of Laine Capital Oy
•
Dependent of the
company and of a
significant shareholder
YRJÖ NÄRHINEN
Vice Chairman since 2022
•
Senior advisor, EQT
Group
•
Senior advisor,
Norvestor
•
Member of the Board of
Directors e.g. at Ambea
and Curaeos
•
Independent member
MIA AHLSTRÖM
Ordinary member since 2019
•
CEO and member of the
Board of Directors of
BCC Ahlström Oy
•
Partner and member of
the Board of Directors of
Flove Oy
•
Independent member
PETRI OLKINUORA
Ordinary member since 2013
•
Managing Director of
Forbia Oy
•
Member of the Board of
Directors of several real
estate and construction
companies
•
Independent member
MIKA NIEMI
Ordinary member since 2014
•
Chairman of the Board
and CEO of Udokai Oy
•
Chairman of the Board
of Tampereen
Tenniskeskus Oy
•
Dependent of the
company and of a
significant shareholder
KAI SEIKKU
Ordinary member since 2022
•
CEO of Okmetic Oy and
member of the Board of
Directors
•
Executive Vice
President, National
Silicon Industry Group
•
Member of the Board of
Directors e.g. at Inderes
Plc and
Verkkokauppa.com Plc
•
Independent member
| 50
GROUP
EXECUTIVE
TEAM
AKU VIKSTRÖM
CEO since 2018
•
Chairman of the
Executive Team since 1
June 2018
•
In the company since
2018
JARNO SUOMINEN
Deputy CEO since 2020
•
In the company since
2005
JARNO VILPONEN
CFO since 2020
•
In the company since
2020
TUOMAS PIIRTOLA
Director of Fast Food -
business since 2022
•
In the company since
2022
| 51
REMUNERATION
REPORT
2022
INTRODUCTION
This Remuneration Report is also available at noho.fi.
NoHo Partners Plc’s Remuneration Policy sets out the principles and decision-making
processes for the remuneration of the Board of Directors and the CEO and the key terms of
the employment contract. The company’s Remuneration Policy covers the Board of
Directors and CEO of the Company.
In 2022, there were no deviations of the company’s Remuneration Policy adopted by the
Annual General Meeting 2020.
Remuneration pursuant to the Remuneration Policy is based on the following
components:
•
basic salary and employee benefits where the company complies with the local market
practices, laws and regulations
•
a short-term incentive scheme, the purpose of which is to guide the performance and
achievement of objectives of individuals and the organisation
•
a long-term reward scheme designed to engage key personnel. Long-term incentives
aim to engage the management and align their interests with those of the company’s
shareholders.
DEVELOPMENT OF REMUNERATION IN RELATION TO THE ECONOMIC
DEVELOPMENT OF THE COMPANY
The following table shows the evolution of the remuneration of the Board of Directors and
the CEO compared to the development of the average remuneration of the Group’s
employees and the economic development of the Group for the previous five financial
periods. According to the Company’s Remuneration Policy, part of the CEO’s remuneration
consists of short- and long-term incentives that are related to the performance of the
business.
Development of remuneration
EUR thousands
2022
2021
2020
2019
2018
Annual remuneration of
the Board of Directors
150.0
150.0
134.0
93.5
87.7
Annual remuneration of
the CEO
340.8
310.8
474.7
294.1
211.7
Average salary per
person
34.9
29.7
33.8
34.2
33.4
The average salary development of an employee of the company is based on staff
expenses, excluding associated personnel costs, divided by the average number of
employees during the year.
Financial development of the company
MEUR
2022
2021
2020
2019
2018
Group turnover
312.8
186.1
156.8
272.8
209.6
Group EBIT
31.6
-0.9
-23.9
30.6
15.7
REMUNERATION OF THE BOARD OF DIRECTORS
The Annual General Meeting decides on the remuneration of the Board members for one
term of office at a time on the basis of a proposal submitted by the Nomination and
Remuneration Committee. The resolution on the remuneration of Board members must be
based on the remuneration policy that has been submitted to the Annual General Meeting
and is currently valid.
The 2022 Annual General Meeting decided to pay a fee of EUR 40,000 (40,000) per year to
the Chairman of the Board, EUR 30,000 (30,000) per year to the Vice-Chairman of the
Board and EUR 20,000 (20,000) per year to the members of the Board. It was also decided
that a separate remuneration per committee meeting will be paid to the persons elected to
the committee as follows: to the Chairman EUR 800 and to the members EUR 400. In
| 52
addition, the travel expenses of the members of the Board are reimbursed in accordance
with the company’s travel rules.
Remuneration paid to the members of the Board of Directors 2022
EUR thousands
Annual
remuneration
Committee
meeting fees
Other
financial
benefits
Total
Timo Laine, Chairman
40.0
1.2
105,8*
147.0
Yrjö Närhinen, Vice Chairman as of
27 April 2022
20.0
2.4
15,0*
37.4
Kai Seikku, member as of 27 April
2022
13.3
2.4
0.0
15.7
Petri Olkinuora, member
23.3
1.2
0.0
24.5
Mika Niemi, member
20.0
0.0
0.0
20.0
Mia Ahlström, member
20.0
1.2
0.0
21.2
Saku Tuominen, member until 27
April 2022
6.7
0.0
0.0
6.7
Timo Terho, member until 27 April
2022
6.7
0.0
0.0
6.7
Total
150.0
8.4
120.8
279.2
* Consultant fee
The members of the Board of Directors are not involved in the company’s share-based
remuneration schemes, and the Board of Directors’ fees are not paid in shares.
REMUNERATION OF THE CEO
The Board of Directors decides on the remuneration and key terms of employment of the
CEO and Deputy CEO.
The short-term remuneration of the CEO and Deputy CEO comprises salary, employee
benefits and performance-based remuneration determined on the basis of the Company’s
result and the achievement of other short-term objectives. The long-term remuneration of
the CEO and Deputy CEO may also comprise share-based incentive schemes.
Aku Vikström acts as the CEO and Jarno Suominen as the Deputy CEO.
FIXED SALARY COMPONENT
The fixed part of the remuneration of the CEO and the Deputy CEO consists of a monthly
salary and benefits in kind. The CEO’s fixed annual salary in 2022, including benefits in
kind, was EUR 290.8 thousand. The Deputy CEO’s fixed annual salary in 2022, including
benefits in kind, was EUR 197.3 thousand.
SHORT-TERM PERFORMANCE BONUS
In 2022, the CEO was paid a performance reward of EUR 50 thousand for 2021. The ratio
of fixed and variable remuneration components of the CEO’s salary was 85/15 in the
financial period.
In 2022, the Deputy CEO was paid a performance reward of EUR 40 thousand for 2021.
The ratio of the Deputy CEO’s fixed and variable remuneration components of the CEO’s
salary was 83/17 in the financial period.
For 2022, a short-term performance bonus of EUR 70 thousand is paid to the CEO and
EUR 50 thousand to the Deputy CEO. Performance fees are due after the end of the
financial period.
LONG-TERM REMUNERATION
The CEO and Deputy CEO are covered by the company’s share-based incentive scheme.
No share reward was paid in 2022 based on the second earning period of the share-based
incentive scheme.
The number of shares that can be earned by the CEO under the share-based incentive
plan’s third earning period, ending on 31 March 2023, is 72,916 shares and 74,000 shares
under the fourth earning period, ending on 31 December 2024.
The number of shares that can be earned by the Deputy CEO under the share-based
incentive plan’s third earning period, ending on 31 March 2023, is 63,232 shares and
64,000 shares under the fourth earning period, ending on 31 December 2024.
The earning criteria for the third earning period are based on NoHo Partners Plc’s relative
EBIT. The share-based incentive scheme covers eight persons in the third earning period.
| 53
FINANCIAL
STATEMENTS
| 54
in future accounting periods
CONTENTS
on the group’s business
related to the company’s operations
operations
| 55
Consolidated statement of profit or loss and other comprehensive income
MEUR
Note
2022
2021
Turnover
2.1.
Other operating income
2.4.
Materials and services
2.5.
-105.7
-63.8
Employee benefits
2.6.
-77.7
-52.7
Other operating expenses
2.8.
-63.4
-41.1
Depreciation, amortisation and impairment losses
2.10.
-47.8
-47.1
Share of profit of associated company
EBIT
-0.9
Financial income
5.8.
Interest expenses on financial liabilities
5.8.
-5.0
-6.0
Interest expenses for right-of-use assets
5.8.
-7.4
-5.9
Other finance costs
5.8.
-11.9
-1.1
Net finance costs
5.8.
-22.5
-11.9
Result before taxes
-12.8
Tax based on the taxable income from the
financial period
2.11.
-3.1
-1.2
Change in deferred taxes
2.12.
-1.2
Income taxes
-4.3
Result for the financial period
-10.3
Result of the financial period attributable to
Owners of the Company
-10.6
Non-contorolling interests
Total
-10.3
MEUR
Note
2022
2021
Earnings per share calculated from the result
of the review period for owners of the
Company
Basic earnings per share (EUR)
2.13.
-0.55
Diluted earnings per share (EUR)
2.13.
-0.55
Consolidated statement of comprehensive
income
Result of the financial period
-10.3
Other comprehensive income items (after tax)
Foreign currency translation differences, foreign operations
-1.1
-0.2
Other comprehensive income items that may be
subsequently reclassified to profit or loss, total
-1.1
-0.2
Total comprehensive income for the period
-10.5
Distribution of the comprehensive income for
the financial period
Owners of the Company
-10.8
Non-contorolling interests
Total
-10.5
Items impacting comparability for the financial period 1 January – 31 December 2022
The capital gain of MEUR 0.4 arising from the sale of Eezy Plc shares during 1 January–31
March 2022 is included in other operating income. Effective from 1 April 2022, the company
has changed the classification of its shareholding in Eezy Plc from a business- related asset
to an investment asset. Consequently, items related to Eezy Plc are presented in financial
items going forward. Since the classification, due to the reduction of Eezy Plc’s market
value, a reduction of fair value of MEUR 10.4 has been recognised under other finance
costs in the income statement. More information on the treatment of Eezy Plc shares in the
income statement is presented on page
| 56
Consolidated balance sheet
MEUR
Note
31 Dec
2022
31 Dec
2021
ASSETS
Non-current assets
Goodwill
4.1.
Intangible assets
4.1.
Property, plant and equipment
4.2.
Right-of-use assets
4.3.
Shares in associated companies
and joint ventures
4.4.
Other investments
5.4.
Loan receivables
4.6.
Other receivables
4.6.
Deferred tax assets
2.12.
Total non-current assets
Current assets
Inventories
4.5.
Loan receivables
4.6.
Trade and other receivables
4.6.
Cash and cash equivalents
5.5.
Total current assets
Total non-current assets held for sale
1.7.
TOTAL ASSETS
MEUR
Note
31 Dec
2022
31 Dec
2021
EQUITY AND LIABILITIES
Equity
Share capital
5.10.
Invested unrestricted equity fund
5.10.
Retained earnings
5.10.
Total equity attributable to owners of the
Company
Non-controlling interests
5.10.
Total equity
Non-current liabilities
Deferred tax liabilities
2.12.
Financial liabilities
5.6.
Liabilities for right-of-use assets
4.3.
Other payables
4.7.
Total non-current liabilities
Current liabilities
Financial liabilities
5.6.
Provisions
4.8.
Liabilities for right-of-use assets
4.3.
Income tax liability
4.7.
Trade and other payables
4.7.
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
| 57
Consolidated statement of changes in equity 2022
Equity attributable to owners of the Company
2022
Share
capital
Invested
unrestricted
equity fund
Translation
difference
Retained
earnings
Total
Non-controlling
interests
TOTAL
EQUITY
MEUR
Equity at 1 January
-0.1
Total comprehensive income for the period
Result of the financial period
Other comprehensive income items (after tax)
Foreign currency translation differences, foreign operations
-1.1
-1.1
-1.1
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
-1.1
Transactions with shareholder
Contributions and distributions
Dividend distribution
-0.8
-0.8
Issue of ordinary shares
Convertible bond conversion
Share-based payments
TOTAL
-0.8
Changes in ownership interests
No change in control
-3.1
-3.1
-0.3
-3.4
Change in control
TOTAL
-3.1
-3.1
-0.3
-3.4
Total transactions with owners of the Company
-1.8
-1.1
EQUITY AT 31 DECEMBER
-1.2
| 58
Consolidated statement of changes in equity 2021
Equity attributable to owners of the Company
2021
Share
capital
Invested
unrestricted
equity fund
Translation
difference
Retained
earnings
Total
Non-controlling
interests
TOTAL
EQUITY
MEUR
Equity at 1 January
Total comprehensive income for the period
Result of the financial period
-10.6
-10.6
-10.3
Other comprehensive income items (after tax)
Foreign currency translation differences, foreign operations
-0.2
-0.2
-0.2
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
-0.2
-10.6
-10.8
-10.5
Transactions with shareholder
Contributions and distributions
Dividend distribution
-0.7
-0.7
Issue of ordinary shares
Convertible bond conversion
Share-based payments
TOTAL
-0.7
-0.6
Changes in ownership interests
No change in control
-1.0
-1.0
-0.6
Change in control
TOTAL
-1.0
-1.0
-0.4
Total transactions with owners of the Company
-0.9
-0.9
-0.1
-1.0
EQUITY AT 31 DECEMBER
-0.1
| 59
Consolidated statement of cash flows
MEUR
2022
2021
Cash flows from operating activities
Result of the financial period
-10.3
Adjustments to the result of the reporting period
Non-cash transactions
-1.8
Depreciation, amortisation and impairment losses
Net finance costs
Income taxes
-2.4
Share of profit of associated company
-0.3
Cash flow before change in working capital
Changes in working capital
Trade and other receivables
-4.8
-1.9
Inventories
-0.5
-1.3
Trade and other payables
Changes in working capital
Dividend income
Interest paid and other finance costs
-12.9
-11.2
Interest received and other finance income
Income taxes paid
-2.1
-1.3
Net cash from operating activities
Cash flows from investing activities
Acquisition of tangible and intangible assets
-14.7
-9.2
Change in other non-current receivables
-0.3
-0.2
Acquisition of subsidiaries with time-of-acquisition liquid
assets deducted
-2.4
-3.5
Business acquisitions
-3.6
-1.1
Business divestment
Sales of shares of associated companies
Net cash from investing activities
-16.4
-4.7
MEUR
2022
2021
Cash flows from financing activities
Proceeds from non-current loans and borrowings
Payment of non-current loans and borrowings
-26.0
-12.1
Proceeds from current loans and borrowings
-4.2
Current commercial papers repaid
-0.5
Acquisition of non-controlling interests
-1.9
-0.6
Payment of liabilities for right-of-use assets
-30.0
-25.9
Dividends paid
-0.8
-0.7
Net cash from financing activities
-55.4
-37.1
Change in cash and cash equivalents
-1.2
Cash and cash equivalents on 1 January
Cash and cash equivalents on 31 December
Change in cash and cash equivalents
-1.2
Non-cash transactions are itemised on page
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Notes to the consolidated financial statements
1. GENERAL ACCOUNTING PRINCIPLES
The notes to the consolidated financial statements have been grouped according to their
nature. The accounting principles as well as judgements and key estimation uncertainties
are presented in connection with each note. This section describes the accounting principles
that apply to the consolidated financial statements as a whole.
1.1. BASIC INFORMATION ABOUT THE GROUP
Group founded in 1996 that
. The Group’s parent company is
. The parent company’s registered office is in Tampere, at
, Finland. The parent company’s home country is
.
At the end of the financial year 2022, the Group comprised
approximately
restaurants in
, Denmark and Norway. The well-known restaurant concepts of the company include
Elite, Savoy, Teatteri, Sea Horse, Stefan’s Steakhouse, Palace, Löyly, Hanko Sushi, Friends
& Brgrs, Campingen ja Cock's & Cows.
NoHo Partners’ official consolidated financial statements have been published as an xHTML
file in accordance with the European Single Electronic Format (ESEF) reporting requirements.
In line with ESEF requirements, the primary financial statements are labelled with XBRL tags
and the notes with XBRL block tags. The audit firm Ernst & Young Oy issues an independent
auditor’s reasonable assurance report on NoHo Partners’ ESEF Financial Statements. In
addition, a pdf version in Finnish and in English (translation of the Finnish original) on the
consolidated financial statements is available at the company’s website at noho.fi/en and from
the head office of the Group’s parent company at the previously mentioned address.
’s Board of Directors approved these financial statements for publication at
its meeting on 15 March 2023. According to the Finnish Limited Liability Companies Act, the
shareholders have the opportunity to approve or reject the financial statements at the general
meeting held after their publication. The general meeting can also adopt or reject the financial
statements.
1.2. ACCOUNTING PRINCIPLES
These financial statements of NoHo Partners Group have been prepared based on the
International Financial Reporting Standards (IFRS) in accordance with the IAS and IFRS
standards in force as of 31 December 2022 as well as the SIC and IFRIC interpretations
issued in relation to them. International Financial Reporting Standards refer to the standards
and their interpretations approved for application in the EU in accordance with the procedure
stipulated in the EU Regulation (EC) No. 1606/2002 and embodied in the Finnish Accounting
Act and provisions issued under it. The notes to the consolidated financial statements have
also been prepared in accordance with the requirements in Finnish accounting legislation and
Community law that complement the IFRS regulations.
The information in the consolidated financial statements is based on original acquisition costs,
except where otherwise stated in the accounting principles.
The figures in the consolidated financial statements are presented as millions of euros
(MEUR) and have been rounded to the nearest 0.1 million euros; thus, the sum of individual
figures may deviate from the total sum presented. The comparative data is presented in
brackets after the figures for the financial period. The company's functional currency is EUR.
1.3. IMPACT OF THE COVID-19 PANDEMIC ON THE GROUP’S BUSINESS
Summary of the impacts of the Covid-19 pandemic
in the Group’s financial statements
Note
Measures to adjust business operations
Rents
Rent concessions in 2022
Government grants
Grants from the Finnish, Norwegian and Danish states
Financing
On 4 November 2022 renewed financing agreement
The Covid-19 pandemic has had a significant impact on the Group’s business since March
2020. The restrictions imposed on the restaurant industry by governments to mitigate the
pandemic and the impacts on customer demand have had a highly negative effect on NoHo
Partners’ business operations and financial results. The Group has taken determined action to
reduce the pandemic’s impacts, uncertainties and risks and to secure the Group’s financial
position and sufficient financing.
In Finland
, strict restrictions on restaurants were in place in January and continued until 14
February 2022, after which alcohol service ended at 11 p.m. and opening hours ended at
midnight for all restaurants. At the same time, restrictions on assembly were lifted. The
restaurant restrictions in Finland were lifted completely on 1 March 2022.
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In Denmark
, restaurants had to close at 11 p.m. in January, with alcohol service ending at 10
p.m. Customer capacity was restricted to half of normal and nightclubs were closed. All
restaurant restrictions were lifted on 1 February 2022.
In Norway
, the ban on the sale of alcohol lasted one month and ended on 14 January 2022,
after which all restaurants were allowed to serve alcohol until 11 p.m. and stay open until
midnight. Customer capacity was restricted to half of normal and table service was required.
The restaurant restrictions, with the exception of the prohibition of dancing and the
requirement to maintain safe distances of one metre, were lifted on 1 February 2022, and the
remaining restrictions were lifted on 12 February 2022.
A report on the impacts of the pandemic and changes in restaurant restrictions for the
comparison period 2021 is presented in the Consolidated Financial Statements for 2021, Note
1.3.
NoHo Partners received a total of approximately MEUR 6.9 in government assistance related
to the Covid-19 pandemic received during the first half of 2022. A more detailed account of
government assistance and the distribution thereof is presented on page
1.4. ASSESSMENT OF RISKS AND UNCERTAINTIES RELATED TO THE COMPANY’S OPERATIONS
The near-term risks and uncertainties described in this section can potentially have a significant impact on NoHo Partners’ business, financial results and future outlook over the next 12 months.
The table describes the risks as well as measures to prepare for them and minimise them.
Geopolitical situation
The uncertain geopolitical situation may have an impact on the company’s market environment. For the time being, the company does not see
a significant impact on demand in its operating countries.
The rise in the general cost level caused by the prevailing global situation has an impact on the company’s business. To mitigate the impact,
the company has prepared for rising raw material prices, for example, through the centralisation of purchase and sales agreements as well as
price increases.
General financial situation and changes in
customer demand
The sales and profitability of restaurant services are affected by the financial situation of households and the development of purchasing power
and corporate sales. The business outlook for the tourism and restaurant sector and consumer confidence have been weakened by the
uncertain geopolitical climate and the general rise in costs. Demand for restaurant services has, however, remained at a good level.
Inflation and weakening consumer purchasing power and confidence constitute a risk to the development of NoHo Partners’ turnover and cash
flow. The adaptation of operating costs and the ability to mount an agile response to changes in customer demand are key ways for the Group
to influence the development of turnover and EBIT.
Liquidity risk
The Group’s financing needs will be covered by optimising working capital and through external financing arrangements so that the Group has
sufficient liquidity or unwithdrawn committed credit arrangements at its disposal. The operational monitoring and management of liquidity risk
are centralised in the Group’s finance department, where the sufficiency of financing is managed based on rolling forecasts.
| 62
Unexpected legislative amendments related to the company’s business, might have a negative effect on the company’s liquidity.
Financial risks
The Group strives to assess and track the amount of funding required by the business, for example by performing a monthly analysis of the
utilisation rate of the restaurants and the development of sales, in order to ensure that the Group has sufficient working capital and liquid
assets to fund the operations and repay loans that fall due. The aim is to ensure the availability and flexibility of Group financing through
sufficient credit limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well as using several financial
institutions and forms of financing, when necessary.
Changes in the macroeconomic environment or the general financing market situation may negatively affect the company’s liquidity as well as
the availability, price and other terms and conditions of financing.
Amendments to legislation
Changes in regulations governing the restaurant business in the Group’s various markets may have a negative impact on the Group’s
operations. Regulatory changes concerning, for example, alcohol, food and labour laws and value-added taxation may affect the company’s
business.
Rent level development
Business premises expenses constitute a significant share of NoHo Partners’ operating expenses. The Group’s business premises are
primarily leased, so the development of the general level of rents has a significant impact on the Group’s operations.
Labour market situation and labour supply
The availability of skilled part-time labour particularly during high seasons and on the weekends can be seen as an uncertainty factor, that may
affect the company’s business operations.
Goodwill write-off risk
The Group has a significant amount of goodwill on the consolidated balance sheet, which is subject to a write-off risk in the event that the
Group’s expected future cash flows decline permanently due to external or internal factors.
1.5. KEY ESTIMATES AND JUDGEMENTS
The preparation of consolidated financial statements in accordance with the IFRS standards
requires the use of certain estimates and assumptions that affect the reported figures. The
estimates and assumptions used in these financial statements are based on the
management’s best estimate at the time of closing the books. These estimates and
assumptions influence the application of the accounting principles used in the financial
statements, the amounts of assets and liabilities on the balance sheet, the presentation of
contingent assets and liabilities in the notes to the financial statements as well as the
income and expenses for the financial period. The estimates are based on previous
experience, market data and several other assumptions that are deemed reasonable, but
the actual figures may deviate from these estimates due to different assumptions or
circumstances. The management must exercise judgement in applying the accounting
principles of the financial statements and making estimates related to income taxes,
goodwill impairment testing, provisions and contingent liabilities, for example. These
principles and estimates require the management to make subjective and complex
judgement-based estimates, such as those concerning the effects of factors that are
uncertain by nature.
The impacts of the Covid-19 pandemic on the Group’s operations and management
estimates are described on earlier on page
| 63
Key estimates and judgements
Note
Assumptions related to acquisitions (e.g. future cash
flows of the acquired business, purchase price
allocations, value and useful life of brands, fulfilment of
conditions concerning brands with an indefinite useful
life, realisation of contingent transaction prices and
synergies achieved through acquisitions)
Assumptions related to impairment testing (e.g. revenue
growth, cost development, level of maintenance
investments and changes in the discount rate)
Management actions and estimates related to the risk
management of trade and other receivables and the
minimisation of credit losses
The management’s estimate of the fulfilment of the
financial conditions set by the Board of Directors
The management’s estimates are related to the use of
deferred tax assets against taxable income in future
periods
Estimates concerning leases (e.g. leases covered by the
arrangement, size of leases for underlying assets of low
value, exercising of extension options of leases,
incremental borrowing rate, size of restoration costs)
1.6. CONSOLIDATION PRINCIPLES
These consolidated financial statements comprise the parent company NoHo Partners
,
the subsidiaries it owns, and their subsidiaries. The subsidiaries and associates
consolidated into these consolidated financial statements are itemised on page
Subsidiaries
Subsidiaries are companies where the Group has a controlling interest. Control is created
when the Group, through involvement in the entity, is exposed to the entity's variable returns
or is entitled to them, and can influence these returns by exercising its power on the entity.
The Group’s control is based on voting rights. Subsidiaries are consolidated into the
consolidated financial statements starting from the date when control is transferred to the
Group; assigned subsidiaries are retained in the consolidated financial statements until the
date when control ceases to exist.
The acquisition method has been used to eliminate mutual share ownership between the
Group's companies. The amount by which the acquisition cost exceeds the Group's share of
the fair value of the purchased net identifiable assets is recorded as goodwill. If the
acquisition cost is lower than the net assets of the acquired subsidiary, the difference is
recognised as income in the income statement.
Acquisition-related expenditure, excluding the expenditure from issuing current liability and
equity convertible securities, has been recorded as expense. Any conditional additional
purchase price has been measured at fair value at the moment of acquisition, and has been
classified as liability or equity. Additional purchase price classified as liability is measured at
fair value on each closing date, and the generated profit or loss is recorded through profit or
loss. Additional purchase price classified as equity is not re-measured. Any non-controlling
interests in the object acquired are measured at either fair value or an amount
corresponding to the proportion of the non-controlling interests in the net identifiable assets
of the object acquired. The measurement principle is defined separately for each business
acquisition.
Intragroup transactions, receivables and payables as well as unrealised gains are
eliminated when drawing up the consolidated financial statements. Unrealised losses are
not eliminated if the loss is caused by impairment. Where necessary, the accounting
principles of the financial statements of subsidiaries have been amended to correspond to
those of the Group.
The distribution of the profit or loss for the financial period between the owners of the parent
company and the minority shareholders is presented in the income statement. The
distribution of the comprehensive income between the owners of the parent company and
the minority shareholders is presented together with the comprehensive income statement.
| 64
Comprehensive income is allocated to minority shareholders, even if this would lead to the
non-controlling interest becoming negative.
The portion of equity belonging to minority shareholders is presented as a separate item on
the balance sheet, as part of equity. Changes to the parent company's holding in a
subsidiary that will not lead to a loss of control are recorded as transactions concerning
equity. If an acquisition is completed in stages, the earlier holding is measured at fair value,
and the resulting gain or loss is recognised through profit or loss. When the Group loses its
controlling interest in a subsidiary, the remaining portion is measured at fair value on the
date of the loss of control, and the difference is recorded through profit or loss.
Associated companies
Associated companies are companies where the Group exercises a significant influence
over the voting rights. A significant influence is mainly generated when the Group owns over
20 per cent of the company's voting rights, or when the Group otherwise exercises a
significant influence but does not have a controlling interest. Associated companies are
consolidated into the consolidated financial statements using the equity method. If the
Group's share of the losses of an associated company exceeds the carrying amount of the
investment, the investment is recorded at zero value on the balance sheet; losses
exceeding the carrying amount are not consolidated unless the Group is committed to
fulfilling the liabilities of the associated company. Any investment in an associated company
includes the goodwill accrued from its acquisition. Unrealised gains between the Group and
an associated company have been eliminated in accordance with the Group's holding. The
portion of the associated companies' income from the financial period corresponding to the
Group's holding is presented as a separate item above EBIT. Correspondingly, the Group's
share of the changes recorded in the other items of the associated company's
comprehensive income is entered in the other items of the Group's comprehensive income.
The Company has significant, over 20%, ownership in Eezy Plc, which is treated as non-
current assets held for sale.
1.7. NON-CURRENT ASSETS HELD FOR SALE
Non-current assets are classified as held for sale if the amount equivalent to their carrying
amount will primarily accumulate from the sale of the assets rather than their continued use.
The prerequisites for classification as held for sale are considered to be met when the sale
is highly probable and the asset item can be immediately sold in its present condition using
common terms, and when the management is committed to the sale and the sale is
expected to take place within one year from the classification.
Immediately before the classification, the asset items classified as held for sale are
measured according to the applicable IFRS standards. Starting from the moment of
classification, the asset items held for sale are measured at carrying amount or fair value
less the costs of selling, whichever is lower. Depreciation on these asset items is
discontinued and the share of the associated company’s result is no longer recognised after
the classification. Assets held for sale are presented separately from other assets on the
balance sheet.
On 11 June 2021, the Group published its updated strategy and financial targets for the
strategy period 2022–2024. In connection with this, the Group decided to classify its
shareholding in Eezy Plc as an asset held for sale. The Group plans to gradually reduce its
shareholdings in Eezy to finance future growth projects and, if necessary, strengthen its
balance sheet position.
After the classification, the company’s shareholding in Eezy Plc has decreased from 25.3%
to 20.5% and the company’s representation on the Board of Directors of Eezy Plc
decreased from two members to one member in the second quarter of 2022. Taking into
account the classification of the shareholding as an asset held for sale, the decrease in the
shareholding and the change in the number of the company’s representatives on the Board
of Directors of Eezy Plc, the company has changed the treatment of Eezy Plc from a
business-related asset to an investment asset effective from 12 April 2022. As a result of the
change in classification, items related to Eezy Plc will be recognised in financial items,
below EBIT, going forward.
On 31 December 2022, NoHo Partners owned 5,139,745 shares in Eezy Plc, corresponding
to a holding of approximately 20.5%. The book value of the shares on NoHo Partners Plc’s
balance sheet is MEUR 16.0, corresponding to EUR 3.12 per share (closing share price at
the end of the review period). The balance sheet value of the shareholding in Eezy Plc was
EUR 5.14 per share on NoHo Partners Plc’s balance sheet on 31 March 2022. Since the
classification, due to the reduction of Eezy Plc´s market value, a reduction of fair value of
MEUR 10.4 has been recognised under other finance costs in the income statement. If the
fair value of Eezy Plc returns to its original book value, the recognised impairment will be
reversed up to the original value (EUR 5.14/share).
A 10 % decrease in the market value of the Eezy Plc share would result in MEUR 1.6
finance cost and a corresponding increase in the market value would result in MEUR 1.6
financial income.
1.8. ITEMS DENOMINATED IN FOREIGN CURRENCIES
The consolidated financial statements are presented in euros, which is the operating and
presentation currency of the Group’s parent company.
Transactions denominated in foreign currencies are entered in the accounts at the
exchange rate in effect on the date of the transaction. The closing rates of the European
Central Bank are used in the translation of receivables and liabilities denominated in foreign
currencies. The translation differences arising from transactions denominated on foreign
| 65
currencies and the conversion of financial items are recognised through profit or loss.
Foreign exchange gains and losses are included in the corresponding items above EBIT.
Effective from 1 April 2022, the company classified intra-group loans as net investments for
which no repayment period has been defined. Starting from the date of classification,
exchange rate differences related to the loans are recognised in translation differences in
equity.
1.9. ADOPTION OF NEW AND AMENDED STANDARDS
New and amended standards and interpretations applied in the consolidated financial
statements as of 1 January 2022:
Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37
Provisions, Contingent Liabilities and Contingent Assets
beginning on or after 1 January 2022)
When an onerous contract is accounted for based on the costs of fulfilling the contract, the
amendments clarify that these costs comprise both the incremental costs and an allocation
of other direct costs.
Annual Improvements to IFRS Standards 2018–2020
(effective for financial years
beginning on or after 1 January 2022)
The annual improvements process provides a mechanism for minor and non-urgent
amendments to IFRSs to be grouped together and issued in one package annually. The
amendments clarify the following standards:
•
IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary
as a first-time adopter: This amendment simplifies the application of IFRS 1 for a
subsidiary that becomes a first-time adopter later than its parent. A subsidiary may
elect to measure cumulative translation differences at amounts included in the
consolidated financial statements of the parent.
•
IFRS 9 Financial Instruments – Fees in the “10 per cent” test for derecognition of
financial liabilities: This amendment clarifies that – for the purpose of performing the
“10 per cent test” for derecognition of financial liabilities – in determining those fees
paid net of fees received, a borrower includes only fees paid or received between the
borrower and the lender, including fees paid or received by either the borrower or
lender on the other’s behalf.
•
IFRS 16 Leases – Lease incentives – Example 13. The amendment removes the
illustration of payments from the lessor relating to leasehold improvements. The
example was not clear as to why such payments are not a lease incentive.
•
IAS 41 Agriculture – Taxation in fair value measurements. This amendment removes
the requirement to exclude cash flows for taxation when measuring fair value, thereby
aligning the fair value measurement requirements in IAS 41 with those in IFRS 13 Fair
Value Measurement. When a present value technique is used to measure fair value,
the assumptions used for the cash flows and discount rates should be internally
consistent – i.e. using either after tax or pre-tax for both.
Property, Plant and Equipment — Proceeds before Intended Use – Amendments to
IAS 16
Property, Plant and Equipment
(effective for financial years beginning on or after 1
January 2022)
Under the amendments, proceeds from selling items before the related item of PPE is
available for use should be recognised in profit or loss, together with the costs of producing
those items.
Reference to the Conceptual Framework — Amendments to IFRS 3
Business
Combinations
The amendments update a reference in IFRS 3 and makes further reference related
amendments.
| 66
2. FINANCIAL RESULT
2.1. TURNOVER
DISTRIBUTION OF TURNOVER
MEUR
2022
2021
Sales of goods
283.7
170.7
Sales of services
29.1
15.3
Total
312.8
186.1
DISTRIBUTION OF TURNOVER INTO GOODS AND SERVICES BY BUSINESS AREA
MEUR
2022
2021
Restaurants
112.2
72.7
Entertainment venues
97.2
50.6
Fast food restaurants
41.9
34.8
Restaurants in Norway
39.7
16.8
Restaurants in Denmark
21.9
11.2
Total
312.8
186.1
The sale of goods primarily comprises food and beverage sales by restaurant operations to
private and corporate customers. The services include restaurants’ service sales and
marketing support payments received. The Group has sales in Finland, Denmark and
Norway.
In accordance with the reorganisation measures announced on 9 June 2022, the company
now uses the term “fast food business” for the business that was previously referred to as
the “fast casual” business. The allocation of units to the business area has been adjusted in
accordance with the new structure, and this has also been taken into account in the
comparison figures.
Asset and debt items based on contracts with customers
Of asset items based on contracts, a total of MEUR -0.1 (-0.5) was recognised as credit
losses and IFRS 9 credit loss provisions during the period 1 January–31 December 2022.
The Group has no asset items recognised for the costs of obtaining or fulfilling contracts
with customers. The Group’s contracts with customers do not include restitution or
repayment obligations or special warranty terms.
Restaurants sell gift cards, which are presented in current liabilities. Gift card revenue is
recognised when the card is used. On 31 December 2022, the value of gift cards sold was
EUR 3.2 million, and they are expected to be recognised as revenue during the next 12
months.
The total impact from the company acquisitions carried out in 2022 on trade receivables and
other non-interest-bearing receivables was MEUR 0.1 (0.1), see page
ACCOUNTING PRINCIPLES
In the restaurant business, the customers are mainly private individuals and there is also
a small number of contract customers. The amount of profit recorded for the sale of
goods at the time of sale comprises the fair value of the compensation that is or will be
received for the sold item, less any VAT as well as volume discounts and other
discounts. Most of the Group’s income is generated from retail sales, where the payment
instruments are cash and credit cards. Contract customers’ sales revenue is recognised
immediately after the restaurant services have been provided in connection with
invoicing. In the restaurant business, the revenue for sold gift cards is recognised when
the cards are used. Gift card revenue is expected to be recognised in the following 12
months. Turnover for services is recorded as the Group performs the service and the
customer receives control over it.
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2.2. OPERATING SEGMENTS
2022
Finland
International
Eliminations
Group
MEUR
Turnover
251.2
61.6
0.0
312.8
Other operating income
10.1
3.3
0.0
13.4
Depreciation, amortisation and
impairment losses
-36.5
-11.3
0.0
-47.8
EBIT
28.3
3.4
0.0
31.6
Operational EBITDA
34.8
6.8
0.0
41.6
Assets
396.9
105.9
-49.5
453.2
Liabilities
301.0
119.7
-49.5
371.2
2021
Finland
International
Eliminations
Group
MEUR
Turnover
158.1
28.0
0.0
186.1
Other operating income
9.4
8.1
0.0
17.5
Depreciation, amortisation and
impairment losses
-36.4
-10.7
0.0
-47.1
EBIT
1.0
-1.9
0.0
-0.9
Operational EBITDA
9.3
2.0
0.0
11.3
Assets
400.6
106.3
-47.6
459.3
Liabilities
319.7
117.8
-47.6
389.9
During the Covid-19 pandemic, the Group has started to separately monitor the profitability
figures of the Group’s Finnish operations and its international business. With the restrictions
related to the pandemic being lifted and the business returning to normal, the Group has
made the decision to divide its operations into two operational reported segments: the
Finnish operations and the international business. At the same time, NoHo Partners has
begun to monitor the segments’ business operations separately and they are managed as
separate units. The Country Managers of the international business are responsible for their
business areas and participate in the international business steering group work on their
business areas. Selections, product pricing and marketing measures are decided at the
country level.
Business management needs vary from segment to segment, as the maturity of the
business operations is very different. The company’s position in the Finnish market has
stabilised, and in addition to managing daily operational activities, it focuses on seeking
growth in accordance with its strategy, both from the scaling up of the Friends & Brgrs chain
to the national level as well as from large and profitable urban projects. With regard to
international business operations, the company focuses on the implementation of the
Danish profitability programme and the acceleration of Norwegian growth through
acquisitions.
The Group’s supreme operational decision-maker, NoHo Partners’ Executive Team, is
responsible for resource allocation and income estimates. The segment information
presented by the Group is based on the management’s internal reporting that is prepared in
accordance with the IFRS standards. The pricing between segments is based on a fair
market price.
The Group’s evaluation of profitability and decisions concerning the resources to be
allocated to a segment are based on the segments’ EBIT. It is the understanding of the
management that this is the most suitable benchmark for comparing the profitability of the
segments to other companies in their respective fields. Financial income and expenses are
not monitored at the segment level, as the Group financing mainly manages the Group’s
liquid assets and financial liabilities.
ACCOUNTING PRINCIPLES
The segment information presented by the Group is based on the management’s internal
reporting that is prepared in accordance with the IFRS standards. The pricing between
segments is based on a fair market price. The Group’s assets and liabilities are not
allocated or monitored segment-by-segment in internal financial reporting.
The Group’s evaluation of profitability and decisions concerning the resources to be
allocated to a segment are based on the segments’ EBIT. It is the understanding of the
management that this is the most suitable benchmark for comparing the profitability of
the segments to other companies in their respective fields.
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2.3. GOVERNMENT GRANTS
The impacts of the Covid-19 pandemic on the Group’s business operations are described
on page
Finland
During the second quarter, the company received MEUR 4.3 in compensation for uncovered
fixed expenses from the Finnish state pursuant to the retrospectively confirmed Act on
Support for Business Costs. The aid is intended primarily for medium-sized and large
enterprises for the period from December 2021 to February 2022, during which business
activities were restricted or completely blocked by government orders. As the business
normalised during the second quarter all financial government support models have ended.
Norway
In January 2022, while the restrictions were in force, the Norwegian state covered up to 85
per cent of fixed expenses if turnover decreased by more than 30 per cent compared to the
corresponding period in 2019. Waste was reimbursed at a rate of 100% and the turnover of
cancelled events at a rate of 70%. The wage subsidy was 80 per cent (up to NOK 30,000
per month). In addition, in the second quarter, the municipality of Oslo paid additional
support to companies whose turnover decreased due to the restrictions in effect at the
beginning of the year.
As the business normalised during the second quarter all financial
government support models have ended.
Denmark
In Denmark, while the restrictions were in force in the first quarter, the state supported
companies in the restaurant industry by covering 80 per cent of their fixed expenses,
relative to the decline in turnover. In January 2022, in addition to this, the wage subsidy was
90 per cent of the wages of hourly paid workers and 75 per cent of the salaries of monthly
wage earners. As the business normalised during the second quarter all financial
government support models have ended.
Specification of government grants
MEUR
2022
2021
Finland
Compensation for restriction of operations/ closure
compensation *
0.0
1.8
Business cost support/
compensation for fixed expenses **
4.3
2.5
Development grant/ General grant by the Ministry of
Education and Culture
0.0
0.2
Norway
Compensation for fixed expenses
1.3
3.8
Compensation related to wage expenses
0.4
0.4
Denmark
Compensation for fixed expenses
0.6
2.5
Compensation related to wage expenses
0.2
1.1
Total
6.9
12.2
* Includes closure compensation for medium-sized and large companies in 2021
** Includes compensation for uncovered fixed expenses in accordance with the 2021 EU
state subsidy programme and business cost support
ACCOUNTING PRINCIPLES
Government grants are recognised when it is reasonably certain that the related
conditions are met and the grants will be received. The management estimates that the
aforementioned conditions are satisfied for the grants recognised during the financial
period. The Group has not received direct benefits from government support of any other
type.
Government grants related to expenses are entered on the balance sheet as deferred
income and recognised through profit or loss under other operating income for the
periods corresponding to the expenses that they cover.
| 69
2.4. OTHER OPERATING INCOME
MEUR
2022
2021
Rent income
1.2
1.1
Government grants
6.9
12.2
Other operating income
5.3
4.2
Total
13.4
17.5
ACCOUNTING PRINCIPLES
Lease income includes lease income for premises. Lease income is recognised as
revenue on a straight-line basis over the lease term. Government grants include
government grants from the states of Finland, Norway and Denmark, which are
presented in more detail on page
. Gains from the sale of tangible assets are
recognised in other operating income. The profit from a sale is determined by the
difference between the sale price and the remaining acquisition cost.
2.5. MATERIALS AND SERVICES
MEUR
2022
2021
Purchases
77.3
47.6
External services
28.3
16.2
Total
105.7
63.8
ACCOUNTING PRINCIPLES
Purchases include food, beverages and other supplies and services related to the
production of restaurant services. External services consist mainly of leased restaurant
employees.
2.6. EMPLOYEE BENEFITS
During January–December 2022, NoHo Partners Group employed on average 1,211 (951)
full-time employees and 680 (546) part-time employees converted into full-time employees
as well as 386 (262) rented employees converted into full-time employees.
Depending on the season, some 2,300 people converted into full-time employees work at
the Group at the same time under normal circumstances.
MEUR
2022
2021
Salaries
64.7
44.4
Pension costs – defined contribution plans
8.6
6.3
Social security costs
3.1
1.9
Expenses recognised on the share-based incentive plan
1.3
0.1
Total
77.7
52.7
2022
2021
Group personnel on average during the period
1,891
1,497
Matters related to Group personal are described as part of the Sustainability section on
page
The management’s employment benefits are described on page
.
The share-based incentive plan is described on page
ACCOUNTING PRINCIPLES
The Group has pension arrangements based on local practices in Finland, Norway and
Denmark.
Pension obligations are classified as benefit-based or defined contribution plans. The
Group's statutory pension plans have been classified as defined contribution plans. The
Group does not have any benefit-based pension plans.
| 70
In a defined contribution plan, the Group pays fixed fees for a pension plan to a pension
insurance company. The Group is not legally or constructively obligated to make
additional payments if the recipient of the payments does not have sufficient funds to pay
the pension benefits that the employees have earned for the current period or periods
preceding it. In a defined contribution plan, the payments made are recorded into the
income statement for the financial period that the charge applies to.
2.7. SHARE-BASED PAYMENTS
Expenses recognised on the share-based incentive plan
MEUR
2022
2021
Earning period 3
1.3
0.1
NoHo Partners announced the introduction of the share-based incentive scheme on 30
November 2018.
The Board will confirm the earning criteria, the related target levels and the individuals
included in the plan before the start of each earning period. Any share reward for each
earning period can be paid as shares, money or a combination thereof. Rewards can also
be paid for an earning period based on reaching the targets set by the Board and the
continuation of the employment contract. The Board may decide on including new key
persons in the system and on their right to the reward such that the validity of their
employment contract is considered when determining the maximum reward. The share
reward based on this system will be paid in the spring following the end of the earning
period.
Based on the management’s estimate, MEUR 2.3 of benefits paid in shares has been
cumulatively recognised as expenses for the open earning period by 31 December 2022.
Earning period 3
On 30 November 2021, NoHo Partners Plc announced the extension of the share-based
incentive scheme aimed at the company’s key employees and the third earning period of the
share-based remuneration scheme. According to the stock exchange release of 22 March
2022, the company’s Board of Directors decided to extend the third earning period of the
long-term share-based incentive scheme for key personnel due to the restaurant restrictions
tightened in December 2021. The third earning period lasts 16 months and it started on 1
December 2021 and will end on 31 March 2023.
The earning criteria for the third earning period are based on NoHo Partners Plc’s relative
EBIT. The share-based incentive scheme covers eight persons in the third earning period.
In accordance with the previous decision, a maximum of 281,828 NoHo Partners Plc shares
may be paid to the key employees for the third earning period. According to the average
rate of 21 March 2022, the value of the maximum remuneration would be approximately
MEUR 2.3. The Board of Directors anticipates that if the reward for the third earning period
was paid fully in shares, the maximum dilutive effect on the number of the company’s
registered shares would be 1.44%.
Earning period 4
On 22 December 2022, NoHo Partners Plc announced the fourth earning period of the long-
term share-based remuneration scheme for key personnel. The fourth earning period is 24
months, starting on 1 January 2023, and ending on 31 December 2024.The reward criteria
for the fourth earning period are based on NoHo Partners Plc’s profitable growth. There are
ten participants in the long-term incentive plan’s fourth earning period.
A maximum of 280,420 reward shares could be awarded for the fourth earning period. The
value of the maximum reward at the average share price on the trading day on 21
December would be approximately EUR 2.0 million. The Board of Directors estimates that if
the reward is fully paid in new shares, the maximum dilutive effect on the number of the
company’s registered shares for the fourth earning period is 1.34%.
ACCOUNTING PRINCIPLES
The fair value of shares given without consideration to key personnel within the share
reward system is recorded as an expense for the period to which the arrangement is
related. The fair value is determined at the time of giving the shares, recorded as staff
expenses and listed as earnings under equity. The number of shares that key personnel
are expected to become entitled to is determined based on the assessed completion of
the financial conditions set by the Board. The assessments are reviewed at the end of
every reporting period and the adjustments are recognised in personnel expenses
through profit or loss and under equity.
KEY ESTIMATES AND JUDGEMENTS
The cost impact recognised due to the Group’s share-based incentive plan is based on
the management’s assessment of the achievement of the financial conditions set by the
Board.
| 71
2.8. OTHER OPERATING EXPENSES
MEUR
2022
2021
Voluntary indirect employee costs
2.9
1.6
Business premises expenses
19.0
8.8
Machinery, equipment and IC expenses
13.0
9.5
Travel expenses
1.1
0.5
Marketing, performer and entertainment expenses
16.1
10.0
Other expenses
11.2
10.7
Total
63.4
41.1
ACCOUNTING PRINCIPLES
Other operating expenses include the cost of goods and services other than those sold,
such as voluntary personnel costs, marketing costs, information system costs and rents
and other costs related to premises recognised in the income statement from leases
classified as current or leased equipment classified as low value. Other operating
expenses also include losses from the disposal of tangible and intangible assets and
losses from the sale of operations. Other expenses consist of outsourced financial and
administrative services and other items that are not material in isolation.
2.9. AUDITOR’S FEES
MEUR
2022
2021
Audit
0.7
0.6
Other fees
0.5
0.2
Total
1.1
0.8
The auditing firm was Ernst & Young Oy.
2.10. DEPRECIATION, AMORTISATION AND IMPAIRMENT
MEUR
2022
2021
Intangible assets
Non-competition agreements
0.4
0.6
Brands and name-use-rights
3.6
3.7
IC software
0.5
0.5
Total
4.6
4.8
Tangible assets
Improvement costs of rental premises
5.6
5.9
Buildings
0.1
0.1
Machinery and equipment
4.0
3.3
Total
9.7
9.3
Right-of-use assets
IFRS 16 Machinery and equipment
1.6
0.6
IFRS 16 Properties
30.8
29.3
IFRS 16 Land and water areas
0.2
0.3
Total
32.6
30.2
Impairment and additional depreciation
Intangible assets
0.4
0.2
Tangible assets
0.1
2.5
Right-of-use assets
0.5
0.1
Total
0.9
2.7
Depreciation, amortisation and impairment total
47.8
47.1
| 72
2.11. INCOME TAXES
MEUR
2022
2021
Tax based on the taxable income from the financial period
-3.1
-1.2
Change in deferred taxes
-1.2
3.7
Total
-4.3
2.4
MEUR
2022
2021
Profit/loss before taxes
9.1
-12.8
Profit calculated at 20% tax
-1.8
2.6
Impact of foreign tax rates on the tax rate
0.0
0.1
Non-deductible expenses
-2.6
-0.2
Use of previously unrecognised tax losses
0.9
0.0
Deferred tax asset recognised for unrecognised confirmed
losses in prior periods
-0.1
0.0
Unrecognised deferred financial period assets on losses for
the financial period
-0.1
-0.8
Share of profit of associated company less taxes
0.0
0.1
Tax -exempt income
0.3
0.2
Impairment of goodwill
-0.1
0.0
Share-based incentive plan
-0.3
0.0
Consolidated adjustments to the income statement
0.1
-0.1
Taxes for prior financial periods
-0.6
0.7
Tax expenses in the income statement
-4.3
2.4
ACCOUNTING PRINCIPLES
The tax costs in the income statement are based on the taxable income from the financial
period and deferred tax. Taxes are recorded through profit or loss, except in cases where
they are directly related to items registered as equity or other items in the total
comprehensive income. In these cases, their tax effects are also recorded as equity in
these items. Tax based on the taxable income from the financial period is calculated
using the taxable income and the applicable tax rate in each country. The taxes are
adjusted by any taxes related to previous financial periods. The accounting principles for
deferred taxes are presented on page
KEY ESTIMATES AND JUDGEMENTS
The tax costs in the consolidated income statement are based on the taxable income
from the financial period, adjustment of taxes from the previous financial periods and
change in deferred tax. Estimates by the management are related to, amongst other
things, to utilising deferred tax assets against taxable income in the coming years.
| 73
2.12. DEFERRED TAX ASSETS AND LIABILITIES
2022
1 Jan
Recognised in the
income statement
Business
combinations
Change in
offsetting
Other changes and
write-offs
31 Dec
MEUR
Deferred tax assets
Temporary differences
0.0
0.0
0.0
0.0
0.0
0.0
On confirmed losses
10.2
-1.7
0.0
0.0
-0.1
8.5
On Group eliminations
2.3
-0.3
0.0
0.0
0.0
2.1
On opening marketing expenses
0.0
0.0
0.0
0.0
0.0
0.0
On development costs
0.0
0.0
0.0
0.0
0.0
0.0
On intangible rights
0.5
0.0
0.0
0.0
-0.4
0.1
On financial lease liabilities
0.0
0.0
0.0
0.0
0.0
0.0
On other items
0.6
-0.1
0.0
0.0
0.0
0.4
Right-of-use assets
1.4
0.5
0.0
0.0
0.0
1.9
Offsetting of deferred tax liabilities
-4.7
0.0
0.0
4.7
0.0
0.0
Deferred tax assets total
10.3
-1.5
0.0
4.7
-0.5
13.0
Deferred tax liabilities
Temporary differences
0.0
0.0
0.0
0.0
0.0
0.0
Periodisation of loan expenses using the effective interest rate method
0.0
0.0
0.0
0.0
0.0
0.0
On the reversal of the amortisation of goodwill
1.6
0.3
0.0
0.0
-0.6
1.2
On intangible rights
7.9
-0.9
0.2
0.0
0.0
7.2
On business combinations
0.1
0.0
0.0
0.0
0.0
0.1
On financial leases
0.0
0.0
0.0
0.0
0.0
0.0
On other items
0.5
0.2
0.0
0.0
0.0
0.7
Right-of-use assets
0.0
0.0
0.0
0.0
0.0
0.0
Offsetting of deferred tax assets
-4.7
0.0
0.0
4.7
0.0
0.0
Deferred tax liabilities total
5.3
-0.4
0.2
4.7
-0.7
9.2
| 74
2021
1 Jan
Recognised in the
income statement
Business
combinations
Change in
offsetting
Other changes and
write-offs
31 Dec
MEUR
Deferred tax assets
On confirmed losses
0.0
0.0
0.0
0.0
0.0
0.0
On Group eliminations
7.6
2.6
0.0
0.0
0.0
10.2
On opening marketing expenses
2.7
-0.3
0.0
0.0
0.0
2.3
On development costs
0.1
0.0
0.0
0.0
0.0
0.0
On intangible rights
0.0
0.0
0.0
0.0
0.0
0.0
On financial lease liabilities
0.5
0.0
0.0
0.0
0.0
0.5
On financial lease liabilities
0.0
0.0
0.0
0.0
0.0
0.0
On other items
0.2
0.4
0.0
0.0
0.0
0.6
Right-of-use assets
1.0
0.3
0.0
0.0
0.0
1.4
Offsetting of deferred tax liabilities
-3.1
0.0
0.0
-1.6
0.0
-4.7
Deferred tax assets total
8.9
3.0
0.0
-1.6
0.0
10.3
Deferred tax liabilities
Temporary differences
0.0
0.0
0.0
0.0
0.0
0.0
Periodisation of loan expenses using the effective interest rate method
0.0
0.0
0.0
0.0
0.0
0.0
On the reversal of the amortisation of goodwill
1.5
0.1
0.0
0.0
0.0
1.6
On intangible rights
8.6
-0.8
0.1
0.0
0.0
7.9
On business combinations
0.1
0.0
0.0
0.0
0.0
0.1
On financial leases
0.0
0.0
0.0
0.0
0.0
0.0
On other items
0.5
0.1
0.0
0.0
0.0
0.5
Right-of-use assets
0.0
0.0
0.0
0.0
0.0
0.0
Offsetting of deferred tax assets
-3.1
0.0
0.0
-1.6
0.0
-4.7
Deferred tax liabilities total
7.6
-0.7
0.1
-1.6
-0.1
5.3
| 75
On 31 December 2022, the Group had EUR 9.1 (13.4) million in confirmed losses for which
a deferred tax asset has not been recognised because it is not probable that the Group will
accrue a taxable income that could be utilised against the losses before their expiration. The
losses in question will expire in 2023–2032.
ACCOUNTING PRINCIPLES
Deferred tax is calculated for any temporary differences between carrying amounts and
tax bases. The largest temporary differences are generated by the differences between
the carrying amounts and tax bases of property, plant and equipment and intangible
assets, fair value adjustments of assets and liabilities during combination of business
operations, and unused tax losses. Deferred taxes have been calculated using the tax
rates that have been enacted or substantively enacted on the date of the closing of the
books.
Deferred tax assets and tax liabilities have been calculated using the following tax rates:
Finland 20.0%, Norway and Denmark 22.0%.
Deferred tax assets are recorded up to the probable amount of future taxable income
against which the temporary difference can be utilised. The prerequisites for recording
deferred tax assets are estimated in this respect on each closing date.
However, deferred tax liabilities are not recognised when the asset item or liability in
question is one that would be originally entered into the bookkeeping, there is no
combination of business operations involved, and the recognition of such an asset item
or liability does not affect the result of the bookkeeping or the taxable income at the time
when the business transaction takes place.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable
right to offset the current tax assets and liabilities at the same time and when the
deferred tax assets and liabilities are related to taxes on income collected by the same
recipient, either from the same taxpayer or different taxpayers, when the aim is to realise
the assets and liabilities in their net amounts.
2.13. EARNINGS PER SHARE
MEUR
2022
2021
Profit for the financial period attributable to owners
of the Company
1.5
-10.6
Interest on subordinated loan
(tax effect taken into account)
20,297,862
19,222,270
Effect of the share-based incentive plan
228,985
0
Diluted weighted average number of shares
20,447,583
19,222,270
Basic earnings per share (EUR/share)
0.07
-0.55
Diluted earnings per share (EUR/share)
0.07
-0.55
ACCOUNTING PRINCIPLES
Basic earnings per share are calculated by dividing the profit for the financial period
attributable to the owners of the parent company by the weighted average number of
outstanding shares for the financial period.
Diluted earnings per share are calculated by adjusting the weighted average number of
shares by the dilutive effect of potential share-based payments.
| 76
3. ACQUISITIONS AND DISPOSALS OF BUSINESS OPERATIONS
3.1. ACQUIRED BUSINESS OPERATIONS
ACQUISITIONS IN 2022
Acquired subsidiaries and businesses
Business
acquired
Shareholding
acquired
Ownership and
management
right transfer
Location
Restaurant Origo
x
3.1.2022
Hanko
Sea Horse Oy
100
1.7.2022
Helsinki
Tøyen Kulturhus As
100
1.7.2022
Oslo
Restaurant Laboratoriet
Skøyen
x
1.9.2022
Oslo
Fat Lizard, Otaniemi
x
1.12.2022
Espoo
Total value of acquired assets and liabilities at the moment of transfer of control
MEUR
Finnish
operations
International
business
Total
Assets
Intangible assets
2.0
0.5
2.5
Property, plant and equipment
0.6
0.7
1.3
Current receivables
0.1
0.1
0.2
Inventories
0.1
0.1
0.1
Cash and cash equivalents
0.3
0.4
0.7
Assets in total
3.1
1.7
4.8
Liabilities
Deferred tax liabilities
0.1
0.1
0.2
Other payables
0.3
0.3
0.6
Liabilities in total
0.5
0.3
0.8
Net assets
2.7
1.3
4.0
Total purchase consideration at time of acquisition
Share of purchase consideration
consisting of cash and cash equivalents
3.2
2.4
5.6
Share of equity of the purchase
consideration
1.3
0.0
1.3
Debt share
0.0
0.7
0.8
Contingent purchase consideration
1.9
0.0
1.9
Total purchase consideration
6.4
3.1
9.5
Generation of goodwill through acquisitions
Total purchase consideration
6.4
3.1
9.5
Net identifiable assets of the acquired
entity
2.7
1.3
4.0
Goodwill
3.7
1.8
5.5
| 77
The fair value of acquired receivables and the contractual gross amounts correspond to the
carrying amounts of the receivables at the time of the acquisition. The tax-deductible
goodwill amounts to MEUR 2.9
The 25% non-controlling interest related to the Fat Lizard acquisition does not impact the
net assets at the time of the acquisition.
The acquisition cost calculations are preliminary. The acquisitions do not involve material
costs of external expert services.
IFRS 16 right-of-use assets of the acquired businesses
MEUR
Total
Finnish operations
2.7
International business
1.8
Effect of acquisitions
MEUR
Total
Impact on the Group’s profit for the period figures
Turnover
4.4
Net income
0.2
Estimated effect if the acquisition were made at the beginning of the
financial period
Turnover
6.8
Net income
0.3
The depreciation of intangible assets related to acquisitions and the associated change in
deferred taxes have been taken into account in the figures.
Group in total
The acquisitions generated a total of MEUR 5.5 in goodwill based on expected synergy
benefits and gains from combining the acquired restaurants with the Group’s other
restaurant concepts and services. The acquisitions generated a total of MEUR 2.5 in fair
value allocation in intangible rights.
Determination of contingent transaction prices
The amount of the transaction price for Sea Horse and Fat Lizard, acquired in 2022, that
was paid at the time of acquisition was in total MEUR 4.0, of which the share of the share
issue to the sellers of Sea Horse was MEUR 1.3. The contingent transaction prices related
to the transactions are in total MEUR 1.9, of which MEUR 0.3 relates to the Sea Horse
acquisition and MEUR 1.6 to the Fat Lizard acquisition. The remaining contingent
transaction prices are based on the achievement of the financial targets in 2023.
The amount of the transaction price for Dubliners, DOD, MEO, Rådhuskroken, SFB and
Complete Security, acquired in 2019, that was paid at the time of acquisition was MEUR
7.2. The acquisition related put and call options for redeeming shares in non-controlling
interests’ possession were extended to year 2026. The company has estimated that the
probability of exercising the options is high. The shareholding of non-controlling interests,
MEUR 1.3, is presented as a contingent additional transaction price under liabilities.
According to the contracts, the fair value of the companies will be determined in 2026.
| 78
ACQUISITIONS IN 2021
Acquired subsidiaries and businesses
Business
acquired
Shareholding
acquired
Ownership and
management
right transfer
Location
Allas Sea Pool
x
1.2.2021
Helsinki
Oslo AS
80
1.10.2021
Oslo
Total value of acquired assets and liabilities at the moment of transfer of control
MEUR
Finnish
operations
International
business
Total
Assets
Intangible assets
0.5
0.3
0.8
Property, plant and equipment
0.2
0.5
0.7
Current receivables
0.0
0.1
0.1
Inventories
0.0
0.1
0.1
Cash and cash equivalents
0.0
0.4
0.4
Assets in total
0.6
1.5
2.1
Liabilities
Deferred tax liabilities
0.0
0.1
0.1
Financial liabilities
0.0
0.2
0.2
Other payables
0.0
0.5
0.5
Liabilities in total
0.0
0.8
0.8
Net assets
0.6
0.7
1.3
Total purchase consideration at time
of acquisition
Share of purchase consideration
consisting of cash and cash equivalents
0.3
0.6
0.9
Share of debt
0.9
0.0
0.9
Total purchase consideration in total
1.2
0.6
1.8
Generation of goodwill through acquisitions
Total purchase consideration
1.2
0.6
1.8
Earlier shareholding at fair value before
the transfer of control
0.0
0.5
0.5
Non-controlling interests
0.0
0.1
0.1
Net identifiable assets of the acquired
entity
0.6
0.7
1.3
Goodwill
0.5
0.6
1.1
| 79
The fair value of acquired receivables and the contractual gross amounts correspond to the
carrying amounts of the receivables at the time of the acquisition. The tax-deductible
goodwill amounts to MEUR 0.5.
The acquisition cost calculations are preliminary. The acquisitions do not involve material
costs of external expert services.
IFRS 16 right-of-use assets of the acquired businesses
MEUR
Total
Allas Sea Pool
2.5
Oslo AS
4.9
Effect of acquisitions
MEUR
Total
Impact on the Group’s profit for the period figures
Turnover
3.9
Net income
0.3
Estimated effect if the acquisition were made at the beginning of the
financial period
Turnover
4.6
Net income
0.1
The depreciation of intangible assets related to acquisitions and the associated change in
deferred taxes have been taken into account in the figures.
Group in total
The acquisitions generated a total of MEUR 1.1 in goodwill based on expected synergy
benefits, establishment into new market areas and expected gains from combining the
acquired restaurants with the Group’s other restaurant concepts and services. The
acquisitions generated a total of MEUR 0.8 in fair value allocation in intangible rights.
| 80
3.2. NON-CONTROLLING INTERESTS
ACQUISITIONS
Acquisition
date
Acquired share,
%
New ownership
interest, %
Finnish operations
Porin Pärekori Oy
1.4.2022
30
100
Friends & Brgrs Ab Oy
8.8.2022
0
71
Suomen Siipiravintolat Oy
26.9.2022
5
80
Rock Hard Catering Oy
11.10.2022
12
100
Mother of Pearl Oy
9.12.2022
30
100
International business
NoHo Norway AS
26.1.2022
6
86
Tøyen Bakeri og Kaffehus
As
31.1.2022
9
100
Youngs AS
14.10.2022
5
100
NoHo International Oy
31.10.2022
3
99
Øslo AS
1.12.2022
10
90
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
2.3
-0.2
-2.2
International business
1.2
-0.3
-0.9
Total
3.5
-0.4
-3.0
ACQUISITIONS
Acquisition
date
Acquired share,
%
New ownership
interest, %
Finnish operations
Poolmax Oy
5.1.2021
4
80
Skohan Oy
7.7.2021
25
100
Suomen Siipiravintolat Oy
30.9.2021
5
75
Pihka Ravintolat Oy
30.9.2021
30
100
International business
NoHo Trøbbelskyter AS
30.9.2021
20
90
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
0.5
0.3
-0.8
International business
0.4
-0.4
0.0
Total
0.9
-0.1
-0.8
| 81
DISPOSALS 2022
Date of
sale
Shareholding
sold, %
New ownership
interest, %
Finnish operations
Fatmax Oy
28.11.2022
25
75
International business
Kulturhuset i Oslo As
14.12.2022
5
95
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
0.0
0.0
0.0
International business
0.1
0.0
0.0
Total
0.1
0.0
0.0
DISPOSALS 2021
Date of
sale
Shareholding
sold, %
New ownership
interest, %
Finnish operations
Mother of Pearl Oy
8.7.2021
1
70
Shinobi Group Oy
31.10.2021
5
70
International business
Complete Security AS
26.8.2021
9
91
NoHo International Oy
9.12.2021
1
96
MEUR
Acquisition
price
Change in
minority share
Impact in Group
earnings
Finnish operations
0.0
0.0
0.0
International business
0.0
0.0
0.0
Total
0.0
0.0
0.0
ACCOUNTING PRINCIPLES
The shares of non-controlling interests of subsidiaries’ income and equity are presented
as separate items in the Group’s income statement, statement of comprehensive income,
statement of changes in equity and balance sheet.
Transactions completed with non-controlling interests that do not result in a loss of
control are treated as transactions with shareholders. A change in holding results in the
adjustment of carrying amounts between the holdings of the Group and noncontrolling
interests. The difference between the adjustment made to non-controlling interests’
holding and the paid or received consideration is recognised in earnings.
The non-controlling interests in an acquired company are recognised at either fair value
or the amount corresponding to the proportion of the non-controlling interests in the net
identifiable assets of the company acquired.
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3.3. SOLD BUSINESS OPERATIONS
BUSINESS OPERATIONS SOLD 2022
Group’s shares in subsidiaries and businesses sold during the financial period
Name
Business
sold
Shareholding
sold
Date of
control transfer
Location
Restaurant business,
Ravnsborggade 14
x
1.1.2022
Copen-
hagen
Restaurant business, Kuopio
x
1.1.2022
Kuopio
Restaurant business, Skatten
x
1.3.2022
Oslo
Restaurant business, La
Fable
x
31.12.2022
Oslo
Total value of the assets and liabilities sold at the moment of transfer of control
MEUR
Total
Goodwill
0.9
Intangible assets
0.0
Property, plant and equipment
0.6
Right-of-use assets
1.6
Other asset items
0.1
Liabilities
-0.1
Liabilities for right-of-use assets
-1.7
Net assets total
1.5
Losses on disposal totalling MEUR 0.5 were recognised in the income statement.
BUSINESS OPERATIONS SOLD 2021
Group’s shares in subsidiaries and businesses sold during the financial period
Name
Business
sold
Shareholding
sold
Date of
control transfer
Location
Casseli Oy
58
1.5.2021
Tampere
Business operations of
restaurant London Pub
x
30.7.2021
Tampere
Ruoveden rantaravintola
x
3.11.2021
Ruovesi
Total value of the assets and liabilities sold at the moment of transfer of control
MEUR
Total
Goodwill
0.3
Intangible assets
0.0
Property, plant and equipment
0.5
Other asset items
0.4
Non-controlling interests
0.2
Liabilities
-0.7
Net assets in total
0.7
Gains on disposal totalling MEUR 0.2 were recognised in the income statement. An
expense of MEUR 0.1 has been recognised in the income statement on the discounting of a
trade receivable related to the sale of assets.
| 83
4. CAPITAL EXPENDITURE
4.1. INTANGIBLE ASSETS
2022
Goodwill
Intangible
assets
Total
MEUR
Acquisition cost 1 January
137.3
76.5
213.8
Business combinations
5.5
2.5
8.0
Increase
0.0
0.1
0.1
Decrease and disposals
-0.9
0.0
-0.9
Translation differences
-0.7
-0.2
-0.9
Acquisition cost 31 December
141.1
79.0
220.2
Accumulated amortisation and impairment
losses
1 January
-0.2
-36.1
-36.3
Additional depreciation
0.0
-0.4
-0.4
Depreciation
0.0
-4.6
-4.6
31 December
-0.2
-41.1
-41.2
Carrying amount 31 December
141.0
38.0
179.0
Book value 1 January
137.1
40.4
177.5
2021
Goodwill
Intangible
assets
Total
MEUR
Acquisition cost 1 January
135.3
75.8
211.1
Business combinations
1.1
0.8
1.9
Increase
0.0
0.1
0.1
Decrease and disposals
-0.3
-0.3
-0.5
Translation differences
0.6
0.2
0.8
Transfers between items
0.4
0.0
0.4
Acquisition cost 31 December
137.3
76.5
213.8
Accumulated amortisation and impairment
losses
1 January
-0.2
-31.2
-31.3
Additional depreciation
0.0
-0.2
-0.2
Depreciation
0.0
-4.8
-4.8
31 December
-0.2
-36.1
-36.3
Carrying amount 31 December
137.1
40.4
177.5
Book value 1 January
135.2
44.6
179.8
Brands and name-use-rights included in intangible assets
2022
1 Jan
Increase
Translation
difference
Depreciation
31 Dec
MEUR
Indefinite useful life
21.8
0.0
-0.1
0.0
21.7
Depreciation over 4 years
0.8
0.3
0.0
-0.4
0.7
Depreciation over 5 years
3.0
0.3
0.0
-2.0
1.3
Depreciation over 10 years
5.6
1.6
0.0
-0.8
6.3
Depreciation over 15 years
4.8
0.0
0.0
-0.4
4.4
Total
36.0
2.1
-0.1
-3.6
34.3
2021
1 Jan
Increase
Translation
difference
Depreciation
31 Dec
MEUR
Indefinite useful life
21.8
0.0
0.0
0.0
21.8
Depreciation over 3 years
0.1
0.0
0.0
-0.1
0.0
Depreciation over 4 years
1.2
0.0
0.0
-0.4
0.8
Depreciation over 5 years
4.6
0.3
0.0
-1.9
3.0
Depreciation over 10 years
6.0
0.5
0.0
-0.9
5.6
Depreciation over 15 years
5.2
0.0
0.0
-0.4
4.8
Total
38.9
0.8
0.0
-3.7
36.0
ACCOUNTING PRINCIPLES
The Group's intangible assets mainly consist of goodwill generated from the combination
of business operations as well as identified brands and other identifiable intangible
assets, such as name-use-rights, non-competition and customer agreements and
beneficial lease agreements.
Goodwill
Goodwill generated from the combination of business operations is recorded at the
amount by which the assigned purchase consideration, the share of non-controlling
interests in the object acquired and the previously owned share combined exceed the fair
value of the acquired net assets. Goodwill represents the payment made by the acquiring
party in order to accrue future economic benefit that cannot be identified and recorded as
separate asset items.
| 84
Goodwill is not amortised. Instead, goodwill is tested for possible impairment each year.
Goodwill is measured at its original acquisition cost less any impairment.
Brands and name-use-rights
Restaurant brands identified when combining business operations are recognised at their
fair value at the time of the acquisition. The fair value of restaurant brands with a limited
life is based on the estimated royalty level, and they are recorded on the balance sheet at
the acquisition cost less the accrued depreciations and impairment losses. Brands with a
limited life are depreciated over their estimated useful life as straight-line depreciations
based on 3, 4, 5, 10 or 15 years.
The Group has six restaurants with a long tradition in Helsinki which it has protected with
registrations. These are some of the most renowned restaurants in Finland: Kulosaaren
Casino has been in operation since 1915, Savoy and Elite since the 1930s and Palace
since the 1950s. In addition, Strindberg and Ravintola Teatteri have operated on
Esplanadi for decades with their own, established concepts. All six restaurants have
established an essential position in the Finnish restaurant culture and are expected to
operate for so long that no depreciation time can be determined for them. These
restaurants are considered to have an indefinite useful life because a depreciation time
cannot be determined due to their established position. The Group has a legal right to the
registrations, the registrations will be renewed and the costs due to the renewal are
immaterial. The fair value of the restaurant brands with an indefinite useful life is based
on the royalty level estimated by the management, and they are measured at the original
acquisition cost less any impairment. Brands with an indefinite useful life are not
depreciated; instead, they are tested on a yearly basis similarly to goodwill.
In connection with completed acquisitions, the Group has received the right to use the
acquired companies’ names. As part of the purchase price allocation, the most significant
name-use-rights have been assigned a value recognised under intangible assets.
Transferable rights relating to leases
In Denmark, the leases of restaurant facilities involve transfer rights for which a value can
be assigned in connection with an acquisition. These rights enable access to the leased
premises, which is a commonly used practice in Denmark, and, if the Group desires, it is
legally entitled to sell the transfer rights. These transfer rights are considered to have an
indefinite useful life because they are valid indefinitely and the Group is entitled to sell
them. The fair value of the transfer rights is based on the price level in the market, and
the rights are recognised under intangible assets. Transfer rights with an indefinite useful
life are not depreciated; instead, they are tested on a yearly basis similarly to goodwill.
Other intangible assets
Other intangible assets are only recognised when they are likely to result in future
economic benefit to the company and their acquisition cost can be reliably determined.
Other intangible assets with a limited useful life that have been identified during the
combination of business operations are recorded separately from goodwill on the balance
sheet if they fit the definition of an asset and can be itemised, or if they are created by
agreements or legal rights and their fair value can be reliably determined.
Fair value recognised in intangible assets has been determined for the following items,
amongst others, in connection with acquisitions:
•
Non-competition, usually based on a non-competition clause for the selling party for
a specific period
•
Customer contracts based on existing customer contracts/customer relationships
•
Beneficial lease agreements
With the exception of the aforementioned brands with an indefinite useful life, the
acquisition cost of intangible assets is recognised as a depreciation expense in the
income statement based on the following estimated useful lives:
•
Brands and name-use-rights, depreciation period 3-15 years
•
Non-competition agreement, depreciation period 2-5 years
•
Beneficial lease agreements, depreciation period 2 years
•
Customer contracts, depreciation period 5 years
The residual value, useful life and depreciation method of assets are reviewed, at a
minimum, at the end of each financial period and, if necessary, adjusted to reflect the
actual changes in expectations of economic benefit.
The recording of depreciations is stopped when an intangible asset is classified as held
for sale (or included in a disposal group classified as held for sale) in accordance with
IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.
| 85
KEY ESTIMATES AND JUDGEMENTS
The Group's intangible assets mainly consist of goodwill generated from the combination
of business operations as well as identified brands and other identifiable intangible
assets, such as name-use-rights, non-competition and customer agreements and
beneficial lease agreements.
When combining business operations, the management conducts assessments
concerning, for example, future cash flows from the acquired business, purchase price
allocations, brand value and useful life, compliance with the conditions of brands with an
indefinite useful life, and synergy benefits gained through acquisitions.
Impairment testing
The Group tests goodwill annually in order to identify any impairment. Furthermore, the
Group tracks internal and external indications of any impairment of goodwill.
The Group carried out impairment testing separately for the Finnish operations and the
international business for the first time on 31 December 2022. The Group’s comparative
data is presented in NoHo Partners’ consolidated financial statements for 2021.
The nature of the business operations and the amount of goodwill differ considerable by
segment, as the maturity of the business operations is very different. The position of the
company in the Finnish market has stabilised, and in addition to managing daily operational
activities, it focuses on seeking growth from its strategic focus areas. With regard to
international business operations, the company focuses on growing the operations through
acquisitions and will continue also in future accelerate the growth of the international
operations by acquisitions. In growth supported strongly by acquisitions, it is natural that the
relative size of goodwill in relation to the size of the business is higher than in a stabilised
business. Normally, the differences will even out as the business reaches certain size and
several years´ history of stabilised business.
Impairment testing was carried out on 31 December 2022 using the book values and
calculations of future cash amounts valid at the time. On 31 December 2022, the
recoverable cash flow based on value-in-use calculations exceeded the book value for the
Finnish operations by more than MEUR 117 and for the international business by more than
MEUR 7. The impairment tests on 31 December 2022 did not indicate a need for
impairment of goodwill or intangible rights with an indefinite useful life.
The group’s goodwill, brands with an indefinite useful life, name-use-rights, non-
competition agreements and leases
MEUR
Finnish
operations
International
business
Group
31 Dec 2022
31 Dec 2022
31 Dec 2021
Goodwill
108.2
32.7
137.1
Brands and name-use-rights
20.6
1.1
21.8
Leases
0.0
2.7
2.7
The restrictions imposed by governments due to the Covid-19 pandemic were lifted as of
the beginning of March 2022, and demand has recovered quickly after the restriction period
in all of the countries where the Group operates.
Description of impairment testing and key assumptions
In impairment testing, the book value of cash flow generating units containing goodwill and
other intangible assets with indefinite useful life are compared with their recoverable
amounts. The recoverable amount is the fair value of the group of cash generating units less
the costs of selling, or the utility value, whichever is higher. If the recoverable amount is
lower than the book value entered on the balance sheet, the difference is recognised as an
impairment loss that decreases income. For the impairment testing, the recoverable amount
used has been the utility value calculated by means of the discounted cash flow (DCF)
method.
The forecast cash flows are based on the capacity of the group of cash flow-generating
units that the Group has had at the time of testing. Therefore, expansion investments have
not been taken into account in the cash flow estimates. The Group's cash flow-generating
units or groups thereof operate in the restaurant business. The expansion of the business
into new areas would expand the capacity, and the related investments or resulting gains
are not included in the calculations.
The impairment calculations are based on cash flow predictions and estimates for market
development, drawn up by the Group Executive Team and approved by the Group Board of
Directors, added with the forecast and terminal period. The length of the forecast period
used for the impairment calculations is 4 years.
| 86
Key management-defined assumptions used in testing
Assumption
Description
Growth of turnover
The increased turnover for the upcoming years is based on the
estimates defined for the review period on the private
consumption and the corporate and event market returning to
normal. Turnover growth in 2023 is further supported by the
restricted business environment during the first quarter of 2022.
EBIT
EBIT is based on estimates of private consumption and
corporate and event market returning to normal as well as on
estimates of the realisation of the cost savings achieved by the
company in the post-pandemic times.
Terminal growth
assumption
The terminal growth assumption is 2%.
Discount rate
A peer company analysis was utilised in determining the
discount rate.
Sensitivity analysis in impairment testing
No impairment losses have been recognised for any presented financial period based on
completed impairment testing. On 31 December 2022, the recoverable cash flow based on
value-in-use calculations exceeded the book value for the Finnish operations by more than
MEUR 117 and for the international business by more than MEUR 7. The management has
prepared sensitivity analyses for essential factors and, based on the analyses, the
recoverable amount equals the book value if the assumptions change one at a time.
Maintaining the calculated levels of utility value requires that, in accordance with the
company strategy, turnover and EBIT are kept at an acceptable level, competitiveness is
maintained through the continuous monitoring of pricing and cost management as well as
the development of new restaurant concepts.
Segment-specific assumptions for the impairment testing and the outcome of the sensitivity
analysis is presented in the following.
Assumptions used in the calculation of utility value for each testing period
MEUR
Finnish
operations
International
business
Group
31 Dec 2022
31 Dec 2022
31 Dec 2021
Turnover growth, four three years,
approximately
3.5
3.2
21.1
EBIT, %, first four years, approximately
10.9
7.4
10.8
Terminal growth assumption
2.0
2.0
1.0
Discount rate before taxes
9.6
8.9
8.5
Outcome of the sensitivity analysis
MEUR
Finnish
operations
International
business
Group
31 Dec 2022
31 Dec 2022
31 Dec 2021
Annual decrease in turnover, %
15.0
3.1
3.3
EBIT, %, modified level, first four
years, approximately, %
7.8
6.7
10.1
Increase in discount rate, percentage
points
4.1
0.7
0.8
Decrease of the terminal growth rate,
%
5.9
0.8
0.9
ACCOUNTING PRINCIPLES
On each closing date, the Group evaluates whether there are signs of impairment in the
value of an asset item. If these signs should appear, the recoverable amount for the
asset item is estimated. Furthermore, recoverable amounts are estimated each year for
the following asset items, regardless of whether there are signs of impairment: goodwill,
intangible assets with an in definite useful life, and incomplete intangible assets. The
need to recognise any impairment is examined on the level of the cash flow-generating
unit or units; that is, the lowest level that is mostly independent of the other units and
whose cash flow can be separated from the other cash flows.
The recoverable amount is the fair value of the asset item less the costs of selling, or the
utility value, whichever is higher. The utility value refers to the estimated deferred net
cash flows that are available from the asset item or cash flow-generating unit, discounted
to their present value. The discount rate is the rate before tax that presents the market's
| 87
view of the value of money over time, and the special risks related to the asset item or
cash flow-generating unit. The discount rate takes into account sector-specific factors.
An impairment loss is recognised when the carrying amount of an asset item is greater
than its recoverable amount. The impairment loss is immediately recognised in the
income statement. The impairment loss of a cash-flow generating unit is primarily
allocated to reduce the goodwill of the cash flow-generating unit and, secondly, it is used
to impair the unit's other asset items on a pro rata basis. The useful life of a depreciable
asset item is reassessed when an impairment loss is recognised.
An impairment loss recorded for an asset item is reversed in case a change occurs in the
estimates that have been used to determine the recoverable amount of the asset item.
However, impairment loss is only reversed up to the carrying amount of the commodity
without any impairment loss. Impairment loss for goodwill is not reversed under any
circumstances.
KEY ESTIMATES AND JUDGEMENTS
Drawing up calculations using the DCF model requires forecasts and assumptions, the
most significant of which involve turnover growth, cost development and changes in the
discount rate. It is possible that the assumptions related to the cash flow forecasts are
not realised, and the resulting impairments of goodwill or non-competition agreements
may have a materially adverse effect on the income derived from the company's
operations and on its financial position during the present review period and future review
periods.
In impairment testing, the recoverable amounts are estimated using assumptions related
to budgets, forecasts and terminal periods. The sensitivity of the calculations is analysed
with regard to changes in sales revenue growth, the development of operating costs,
EBIT and the discount rate, amongst other things. Changes in these estimates or in the
structure or number of the cash flow generating units or groups of units may lead to
impairment in the fair values of assets or goodwill.
| 88
4.2. PROPERTY, PLANT AND EQUIPMENT
2022
Land
Buildings and
structures
Improvement costs of
rental premises
Machinery and
equipment
Advance payments and
work in progress
Total
MEUR
Acquisition cost 1 January
0.2
3.7
83.7
53.9
0.6
142.1
Business combinations
0.0
0.0
0.0
1.3
0.0
1.3
Increase
0.0
0.0
7.4
6.4
0.0
13.8
Decrease and disposals
0.0
0.0
-1.0
-0.6
0.0
-1.6
Translation differences
0.0
0.0
-0.3
0.0
0.0
-0.3
Transfers between items
0.0
0.0
0.1
-1.8
1.4
-0.2
Acquisition cost 31 December
0.2
3.7
90.0
59.2
1.9
155.2
Accumulated depreciation and impairment
1 January
0.0
-1.1
-58.1
-35.7
0.0
-95.0
Impairment
0.0
0.0
0.0
-0.1
0.0
-0.1
Depreciation
0.0
-0.1
-5.6
-4.0
0.0
-9.7
31 December
0.0
-1.2
-63.7
-39.8
0.0
-104.7
Book value 1 January
0.2
2.5
26.3
19.4
1.9
50.3
Book value 1 January
0.2
2.6
25.6
18.2
0.6
47.2
2021
Land
Buildings and
structures
Improvement costs of
rental premises
Machinery and
equipment
Advance payments and
work in progress
Total
MEUR
Acquisition cost 1 January
0.2
3.7
77.2
49.9
0.7
131.7
Business combinations
0.0
0.0
0.5
0.2
0.0
0.7
Increase
0.0
0.0
6.0
4.2
0.0
10.2
Decrease and disposals
0.0
0.0
-0.1
-0.5
-0.1
-0.8
Translation differences
0.0
0.0
0.2
0.1
0.0
0.3
Acquisition cost 31 December
0.2
3.7
83.7
53.9
0.6
142.1
Accumulated depreciation and impairment
1 January
0.0
-1.0
-50.5
-31.6
0.0
-83.2
Impairment
0.0
0.0
-1.7
-0.8
0.0
-2.5
Depreciation
0.0
-0.1
-5.9
-3.3
0.0
-9.3
31 December
0.0
-1.1
-58.1
-35.7
0.0
-95.0
Book value 1 January
0.2
2.6
25.6
18.2
0.6
47.2
Book value 1 January
0.2
2.7
26.7
18.3
0.7
48.5
| 89
ACCOUNTING PRINCIPLES
Property, plant and equipment are measured at their original acquisition cost less
accumulated depreciation and impairment. Property, plant and equipment are recognised
on the balance sheet when they are likely to result in future economic benefit to the
Group and the acquisition cost can be reliably determined.
The original acquisition cost includes the immediate costs for the purchase. Expenditure
accumulated later is only included in the carrying amount or recorded as a separate
commodity if it is likely that the future economic benefit related to the commodity will be
to the benefit of the Group and if the acquisition cost of the commodity can be reliably
determined. Repair and maintenance costs are recorded through profit or loss for the
period during which they were realised. If a fixed asset commodity consists of several
parts with useful lives of different lengths, each part is processed as a separate
commodity. As is typical for the sector, property, plant and equipment also include
periodic modification and renovation costs of the rental premises of restaurants; these
consist of the interior finishing work of rental premises, for example.
The Group’s property, plant and equipment are depreciated over the estimated useful life
of the commodity in question. Depreciation of property, plant and equipment is calculated
as straight-line depreciation, where the acquisition cost is recognised as expense over
the useful life. Land and water areas are not depreciated.
Estimated useful lives
Years
Machinery and equipment
3-15
Modification and renovation expenses for rental premises
3-15
Buildings
30
The residual values of tangible assets and their useful lives are verified at least once per
year on the closing date, and adjusted by impairment when necessary. On each closing
date, the Group evaluates whether there are signs of impairment of an asset. If the
carrying amount of an asset item is higher than its recoverable amount, the carrying
amount of the asset item will be immediately lowered to match the recoverable amount.
When property, plant and equipment are classified as held for sale in accordance with
the IFRS 5 standard, the recording of depreciation is discontinued.
The gains and losses from the sale of tangible assets are included in the income
statement as other operating income or expenses. The profit or loss from a sale is
determined by the difference between the sale price and the remaining acquisition cost.
The accounting principles pertaining to leases are presented on page
Impairment of tangible assets
On each closing date, the Group evaluates whether there are signs of impairment in the
value of an asset item. If these signs should appear, the recoverable amount for the asset
item is estimated. The need to recognise any impairment is examined on the level of the
cash flow-generating unit or units; that is, the lowest level that is mostly independent of the
other units and whose cash flow can be separated from the other cash flows.
The recoverable amount is the fair value of the asset item less the costs of selling, or the
utility value, whichever is higher. The utility value refers to the estimated deferred net cash
flows that are available from the asset item or cash flow-generating unit, discounted to their
present value. The discount rate is the rate before tax that presents the market's view of the
value of money over time, and the special risks related to the asset item or cash flow-
generating unit.
An impairment loss is recognised when the carrying amount of an asset item is greater than
its recoverable amount. The impairment loss is immediately recognised in the income
statement. The impairment loss of a cash-flow generating unit is primarily allocated to
reduce the goodwill of the cash flow-generating unit and, secondly, it is used to impair the
unit's other asset items on a pro rata basis. The useful life of a depreciable asset item is
reassessed when an impairment loss is recognised.
An impairment loss recorded for an asset item is reversed in case a change occurs in the
estimates that have been used to determine the recoverable amount of the asset item.
However, impairment loss is only reversed up to the carrying amount of the commodity
without any impairment loss.
| 90
4.3. LEASE AGREEMENTS
The Group has leased many of the restaurant and office premises that it uses and the
equipment used at the premises.
During the review period, the Group’s rent concessions amounted to approximately MEUR
0.5. Most of the rent concessions concern international businesses. The Group has applied
the practical expedient stipulated by the amendment to not treat rent concessions granted
due to the Covid-19 pandemic as changes in leases under IFRS 16. Starting from the fourth
quarter of 2021, the Group has applied a practical relief to equipment leases, in accordance
with which the Group combines leases with similar characteristics in the portfolio. The
Group regularly assesses the size and composition of the portfolio of equipment leases. The
incremental borrowing rate applied to the changes in leases is 5.0%.
The Group’s leases categorised by underlying assets
2022
Land
Buildings
Machinery and
equipment
Total
MEUR
Acquisition cost 1 January
2.3
244.3
6.8
253.4
Increase
0.0
4.5
0.0
4.5
Business combinations
0.0
10.7
0.0
10.7
Reassessments and modifications
0.2
17.8
3.8
21.7
Decrease
0.0
-5.2
0.0
-5.2
Translation differences
0.0
-1.5
0.0
-1.5
Acquisition cost 31 December
2.5
270.6
10.5
283.5
Accumulated depreciation and impairment
1 January
-0.9
-87.8
-2.5
-91.2
Impairment
0.0
-0.5
0.0
-0.5
Depreciation
-0.2
-30.8
-1.6
-32.6
31 December
-1.1
-119.1
-4.0
-124.2
Carrying amount 31 December
1.4
151.5
6.5
159.4
Carrying amount 1 January
1.4
156.6
4.3
162.2
2021
Land
Buildings
Machinery and
equipment
Total
MEUR
Acquisition cost 1 January
2.3
202.4
4.2
208.9
Increase
0.0
7.4
0.0
7.4
Business combinations
0.0
14.1
0.0
14.1
Reassessments and modifications
0.0
19.5
2.6
22.0
Decrease
0.0
-0.3
0.0
-0.3
Translation differences
0.0
1.3
0.0
1.3
Acquisition cost 31 December
2.3
244.3
6.8
253.4
Accumulated depreciation and impairment
1 January
-0.6
-58.3
-1.9
-60.9
Impairment
0.0
-0.1
0.0
-0.1
Depreciation
-0.3
-29.3
-0.6
-30.2
31 December
-0.9
-87.8
-2.5
-91.2
Carrying amount 31 December
1.4
156.6
4.3
162.2
Carrying amount 1 January
1.7
144.0
2.3
148.0
| 91
Liabilities for right-of-use assets
MEUR
2022
2021
Non-current
137.9
139.6
Current
30.8
29.4
Total
168.7
169.0
Liabilities for right-of-use assets by category
2022
Land
Buildings
Machinery and
equipment
Total
MEUR
Lease liability 1 January
1.4
163.2
4.3
169.0
Net increases
0.2
27.8
3.8
31.7
Rent payments
-0.3
-35.4
-1.7
-37.4
Rent concessions, Covid-19
0.0
-0.5
0.0
-0.5
Interest expenses
0.1
7.1
0.3
7.4
Translation differences
0.0
-1.6
0.0
-1.6
Lease liability 31 December
1.4
160.6
6.6
168.7
2021
Land
Buildings
Machinery and
equipment
Total
MEUR
Lease liability 1 January
1.7
149.1
2.4
153.2
Net increases
0.0
40.7
2.6
43.2
Rent payments
-0.3
-30.8
-0.7
-31.8
Rent concessions, Covid-19
0.0
-2.8
0.0
-2.8
Interest expenses
0.1
5.8
0.1
5.8
Translation differences
0.0
1.4
0.0
1.4
Lease liability 31 December
1.4
163.2
4.3
169.0
The maturity distribution of liabilities is presented on page
.
Lease items included in the income statement
MEUR
2022
2021
Depreciation of right-of-use assets
Buildings
31.3
29.5
Land
0.2
0.3
Machinery and equipment
1.6
0.6
Total depreciation
33.1
30.3
Other items
Interest expenses (in finance costs)
7.4
5.9
Expenses related to leases of short-term and low value (in
other operating expenses)
3.7
2.8
Expenses related to variable rents not included
in lease liabilities (in other operating expenses)
6.7
2.1
Rent concessions, Covid-19
-0.5
-2.8
Items included in the income statement in total
50.4
38.3
The Group as a lessor, lease income received by the group pursuant to other non-
cancellable leases
MEUR
2022
2021
In one year
0.7
0.7
In more than one year and up to 5 years
0.8
1.5
In more than 5 years
0.0
0.1
Total
1.5
2.3
The total outflow of cash arising from leases in 2022 amounted to MEUR 37.4 (31,8).
| 92
ACCOUNTING PRINCIPLES
The Group as a lessee
The Group has leased many of the restaurant and office premises that it uses. The terms
of the leases vary from short leases of less than one year to long leases of more than ten
years. The agreements are either fixed leases with an index condition or turnover-based.
Some of the lease agreements are valid until further notice, with notice periods ranging
from one to six months.
The lease term of the lease of an individual restaurant operating on leased premises
determines the lease term lengths of any underlying assets on said premises that are
based on a basic non-fixed-term lease or a shorter lease. For example, if the lease term
of restaurant premises is 4 years, the lease term of beverage taps based on a non-fixed-
term lease or a shorter lease is also specified to be 4 years.
Agreements can include lease components and non-lease components. The contractual
consideration is allocated to the lease component and non-lease components based on
their relative stand-alone prices. However, the Group has decided not to separate the
components for leases pertaining to properties in which the Group is the lessee. They are
treated as individual lease components in the Group’s accounting.
The terms of lease agreements are negotiated on a case-by-case basis, and they include
a large number of various terms. The leases do not include covenants other than the
lessee’s security deposit interest related to the leased assets. Leased assets cannot be
used as security for loans.
Assets and liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities include the net present value of the following lease payments:
•
Fixed payments (including in-substance fixed payments), less any lease incentives
receivable
•
Variable lease payments that are based on an index or a rate and which are initially
measured using the index or rate at the time of signing the agreement
•
Amounts expected to be payable by the Group under residual value guarantees
•
The exercise price of a purchase option if the Group is reasonably certain to
exercise that option
•
Payments of penalties for terminating the lease, if the lease term reflects the Group
exercising that option.
The liability also includes leases based on extension options that are relatively certain to
be exercised.
The company will use the lessee’s incremental borrowing rate of interest to define the
discount rate of future lease payments. The management has estimated the incremental
borrowing rate in accordance with what the interest rate would be if the asset were
obtained with outside financing. The incremental borrowing rate has been specified
separately for each asset, considering the risk-free interest rate, lease term, economic
environment and underlying asset. The incremental borrowing rate will be re-assessed
for each new lease and the changing situations specified in the standard.
The Group is exposed to potential future increases in variable lease payments based on
an index or rate, which are not included in the lease liability until they take effect. When
adjustments to lease payments based on an index or rate take effect, the lease liability is
reassessed and adjusted against the right-of-use asset. Lease payments are allocated
between principal and finance cost. The finance cost is recognised through profit or loss
over the lease period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Right-of-use assets at cost
•
The amount of the initial measurement of lease liability
•
Any lease payments made at or before the commencement date less any lease
incentives received
•
Any initial direct costs
•
Restoration costs
Right-of-use assets are generally depreciated over the shorter of the asset's useful life
and the lease term on a straight-line basis. If the Group is reasonably certain to exercise
a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful
life.
Payments associated with short-term leases of equipment and vehicles and all leases of
low-value assets are recognised on a straight-line basis as an expense in profit or loss.
Short-term leases are leases with a lease term of 12 months or less. Low value assets
comprise IT equipment and small items of office furniture.
Rent concessions and practical expedients for handling equipment are discussed at the
beginning of this note.
| 93
The Group as a lessor
Commodities leased out are included in property, plant and equipment on the balance
sheet. They are depreciated over their useful life, similarly to property, plant and
equipment used by the Group for similar purposes. Lease income is recorded into the
income statement as annuities over the lease term. The Group is not a lessor in any
finance leases. The Group releases certain of its premises, which constitute the majority
of the Group's rental income.
KEY ESTIMATES AND JUDGEMENTS
The management makes estimates concerning, among others, the leases to be included
in the arrangement, size of low value contracts, utilisation of lease extension options and
the incremental borrowing rate.
The Group’s leases often include the option to extend the lease term. The management
has made an estimate of the utilisation of the extension options, and some extension
options will not be utilised for business and financial reasons.
The management has estimated the amount of restoration costs in any leases that
include provisions regarding restoration requirements. The restoration costs entered in a
right-of-use asset are based on estimates, the specific amount of which cannot be known
in advance, and their scale has been estimated based on previously realised restoration
costs. Restoration costs have primarily consisted of dismantling commercial premises or
similar. Restoration costs will be recognised in a right-ofuse asset and provisions by
discounting them with risk-free interest.
| 94
4.4. SHARES IN ASSOCIATED COMPANIES AND JOINT VENTURES
MEUR
2022
2021
Book value 1 January
0.0
39.2
Transfers between account types
0.0
-0.2
Dividend received from associated company
0.0
-0.6
Decrease
0.0
-6.4
Reclassifications to non-current assets held for sale
0.0
-32.2
Share of profit for the financial period
0.0
0.5
Amortisation of intangible rights, taking the tax effect into
account
0.0
-0.2
Carrying amount 31 December
0.0
0.0
On 11 June 2021, the Group published its updated strategy and financial targets for the
strategy period 2022–2024. In connection with this, the Group classified its shareholding in
Eezy Plc as an asset held for sale.
Financial information on associated companies
2022
Assets
Liabilities
MEUR
Non-current
Current
Non-current
Current
Turnover
Profit / loss
Ownership interest
Drammen Torggata Camping As
0.1
0.1
0.0
0.1
0.5
0.1
33
Repa Service Oy
0.0
0.0
0.0
0.0
0.3
0.0
30
RH Areenat Oy
0.3
0.2
0.0
0.7
0.3
-0.2
29
Total
0.4
0.4
0.0
0.8
1.0
-0.1
2021
Assets
Liabilities
MEUR
Non-current
Current
Non-current
Current
Turnover
Profit / loss
Ownership interest
Drammen Torggata Camping As
0.1
0.2
0.0
0.0
0.3
0.1
33
Repa Service Oy
0.0
0.1
0.0
0.1
0.2
0.0
30
Total
0.1
0.2
0.0
0.1
0.5
0.1
ACCOUNTING PRINCIPLES
The accounting principles for associated companies are presented on page
. On 11
June 2021, the Group published its updated strategy and financial targets for the strategy
period 2022–2024. In connection with this, the Group classified its shareholding in Eezy
Plc as an asset held for sale. The accounting principles for assets held for sale are
presented on page
.
| 95
4.5. INVENTORIES
MEUR
2022
2021
Restaurant goods inventory
5.6
5.0
In the reporting period, an expense of MEUR 77.3 (47.6) million was recognised in the
income statement for materials and supplies and for changes in inventories.
ACCOUNTING PRINCIPLES
Inventories are measured according to their acquisition cost or their net realisable value,
whichever is lower. Acquisition cost is determined using a weighted average price
method. Acquisition cost includes the immediate expenses for the purchase less value
added tax. The net realisable value is the estimated selling price that can be achieved
during ordinary course of business less the costs of selling. Inventories include
ingredients for restaurant food as well as alcohol and tobacco products.
4.6. RECEIVABLES
MEUR
2022
2021
Non-current receivables
Loan receivables
0.2
0.6
Other receivables
1.8
2.7
Pitkäaikaiset saamiset yhteensä
2.0
3.3
Current receivables
Trade receivables
12.7
7.8
Other receivables
2.7
2.1
Accrued income
6.1
5.2
Loan receivables
0.7
0.8
Income tax receivables
0.3
1.1
Current receivables total
22.4
17.0
Ageing of trade receivables
MEUR
2022
2021
Not due
10.5
6.3
Less than 3 months past due
1.5
0.8
More than 3 months past due
0.7
0.7
Total
12.7
7.8
ACCOUNTING PRINCIPLES
The accounting principles for sales are presented on page
recorded in the books at the amount of the original sale. The principles of credit risk
management are described on page
allowed by IFRS 9 to recognise impairment of trade receivables using a provision matrix.
In addition, impairment is recognised if there is other evidence of the debtor’s insolvency,
bankruptcy or liquidation. Impairment is recognised as an expense in other operating
expenses. If an item previously recognised as an expense is subsequently settled, it is
recognised as a decrease in other operating expenses.
The most significant accrued income items consist of pension insurance, income tax,
discount amortisation and advance items.
The carrying amounts of trade receivables and other receivables correspond to their fair
value. The balance sheet values correspond to the best estimate of the monetary amount
that is the maximum credit risk if the counterparties cannot fulfil their obligations related
to the receivables. The fair values of receivables are presented on page
| 96
4.7. INCOME TAX, TRADE AND OTHER PAYABLES
MEUR
2022
2021
Income tax liabilities
Tax based on the taxable income for the financial period
2.3
2.3
Non-current
Advances received
1.1
0.1
Other non-interest-bearing debt
4.9
3.6
Non-current trade and other payables total
6.1
3.6
Current
Trade payables
21.4
21.5
Advances received
1.2
0.6
Accruals and deferred income
Wage and salary liabilities
6.8
5.4
Holiday pay liabilities
8.3
7.0
Social security costs
1.8
1.6
Other accruals and deferred income
10.3
9.3
Other payables
8.0
4.5
Current trade and other payables total
57.8
49.9
ACCOUNTING PRINCIPLES
Trade payables arise when acquiring inventories, fixed assets and goods and services
from the Group's suppliers. Trade payables are classified as current liabilities. Trade
payables are initially recorded at fair value and subsequently measured at mortised
acquisition cost. The book value of trade payables is considered to correspond to their
fair value due to their short maturity. The fair values of trade payables and other liabilities
are presented on page
. The most significant items in accrued expenses consist of the
periodic accrual of purchase invoices.
4.8. PROVISIONS
MEUR
2022
2021
Value at the beginning of the financial period
0.1
0.4
Increase
0.1
0.1
Provisions used
-0.1
-0.4
Value at the end of the financial period
0.1
0.1
Current portion
0.1
0.1
ACCOUNTING PRINCIPLES
A provision is recorded when the Group has a judicial and constructive obligation for
payment on the basis of a past event, the realisation of the obligation is probable and the
size of the obligation can be reliably estimated. The provisions mainly include termination
costs for closed sites.
| 97
5. CAPITAL STRUCTURE AND RISK MANAGEMENT
5.1. CAPITAL MANAGEMENT
The aim of the Group's capital management (equity vs. credit capital) is to establish an
optimal capital structure that can support business operations by ensuring normal
operational prerequisites, and to increase shareholder value in the long term. The capital
structure can be mainly affected by means of dividend distribution, subordinated loans and
share issues.
The Group can also decide to sell its assets in order to reduce its liabilities. The managed
capital is the equity indicated in the consolidated balance sheet. An optimal capital structure
also reduces capital costs.
The development of the Group’s capital structure is monitored by using the gearing ratio
excluding IFRS 16 impact as the indicator.
Consolidated gearing ratios
MEUR
2022
2021
Liabilities
127.1
159.7
Receivables
-0.9
-1.3
Cash and cash equivalents
-5.2
-6.4
Net debt excluding the impact of IFRS 16
121.0
151.9
Liabilities for right-of-use assets
168.7
169.0
Net debt
289.7
320.9
Equity excluding the impact of IFRS 16
89.5
74.8
Equity
82.0
69.4
Gearing ratio excluding the impact of IFRS 16
135.1
203.1
Gearing ratio
353.1
462.4
5.2. NET DEBT RECONCILIATION CALCULATION
MEUR
2022
2021
Non-current financial liabilities
98.0
113.2
Current financial liabilities
29.1
46.4
Liabilities for right-of-use assets
168.7
169.0
Non-current other receivables
-0.9
-1.3
Cash and cash equivalents
-5.2
-6.4
Interest-bearing net financial liabilities total
289.7
320.9
| 98
2022
Assets
Liabilities
MEUR
Cash and cash
equivalents
Receivables
Current
Non-current
Right-of-use assets
Total
Net financial liabilities 1 January
-6.4
-1.3
46.4
113.2
169.0
320.9
Cash flow
1.2
0.4
3.4
-26.0
-30.0
-51.0
Reclassification of current part of non-
current liabilities
-20.9
20.9
0.0
0.0
Increase
0.0
0.0
0.0
31.7
31.7
Decrease
0.0
0.0
0.0
-0.5
-0.5
Other changes not involving payment
0.1
0.2
-10.1
-1.6
-11.5
Net debt, Group 31 December
-5.2
-0.9
29.1
98.0
168.7
289.7
2021
Assets
Liabilities
MEUR
Cash and cash
equivalents
Receivables
Current
Non-current
Right-of-use assets
Total
Net financial liabilities 1 January
-3.1
-1.1
73.6
94.1
153.2
316.6
Cash flow
-3.3
-0.2
-4.7
-5.1
-25.9
-39.2
Reclassification of current part of non-
current liabilities
0.0
0.0
-23.1
23.1
0.0
0.0
Increase
0.0
0.0
0.0
0.0
43.2
43.2
Decrease
0.0
0.0
0.0
0.0
-2.8
-2.8
Other changes not involving payment
0.0
0.0
0.7
1.1
1.4
3.1
Net debt, Group 31 December
-6.4
-1.3
46.4
113.2
169.0
320.9
| 99
5.3. CLASSIFICATION AND FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
Financial assets must be measured, after their initial recognition, at amortised acquisition
cost or fair value based on the company’s business model in terms of managing financial
assets and on the characteristics of contractual cash flows relating to the financial assets.
Amortised acquisition cost
Financial instruments, which are held within a business model whose objective is collecting
contractual cash flows and whose contractual cash flows are solely payments of principal
and interest on the principal amount outstanding, are measured at the amortised acquisition
cost after the initial recognition.
Measured at fair value through other comprehensive income
Financial instruments, which are held within a business model whose objective is reached
through collecting contractual cash flows and selling debt instruments and whose cash flows
are solely payments of principal and interest on the principal amount outstanding, are
measured, after their initial recognition, at fair value through other comprehensive income
(FVTOCI).
Fair value through profit or loss
All other debt and equity investments are measured after their initial recognition at fair value
through profit or loss (FVTPL).
2022
Level
Fair value through
profit or loss
Amortised
acquisition
cost
Fair
value
MEUR
Non-current financial assets
Other investments
2
0.3
0.3
Loan receivables
2
0.2
0.2
Other receivables
2
1.8
1.8
Non-current financial assets total
0.3
2.0
2.3
Current financial assets
Loan receivables
2
0.7
0.7
Trade and other receivables
2
21.8
21.8
Cash and cash equivalents
2
5.2
5.2
Current financial assets total
27.6
27.6
Carrying amount total
0.3
29.6
29.9
Non-current financial liabilities
Financial liabilities
2
98.0
98.0
Liabilities for right-of-use
assets
137.9
137.9
Liabilities for business
acquisitions
3
2.9
2.9
Other liabilities
2
3.1
3.1
Non-current financial liabilities total
241.9
241.9
Current financial liabilities
Financial liabilities
2
29.1
29.1
Liabilities for right-of-use
assets
30.8
30.8
Liabilities for business
acquisitions
3
1.1
1.1
Trade payables
2
21.4
21.4
Current financial liabilities total
82.4
82.4
Carrying amount total
324.3
324.3
| 100
2021
Level
Fair value through
profit or loss
Amortised
acquisition
cost
Fair
value
MEUR
Non-current financial assets
Other investments
2
0.3
0.3
Loan receivables
2
0.6
0.6
Other receivables
2
2.7
2.7
Non-current financial assets total
0.3
3.3
3.5
Current financial assets
Loan receivables
2
0.8
0.8
Trade and other receivables
2
16.2
16.2
Cash and cash equivalents
2
6.4
6.4
Current financial assets total
23.4
23.4
Carrying amount total
0.3
26.6
26.9
Non-current financial liabilities
Financial liabilities
2
113.2
113.2
Liabilities for right-of-use
assets
139.6
139.6
Liabilities for business
acquisitions
3
2.1
2.1
Other liabilities
2
1.6
1.6
Non-current financial liabilities total
256.4
256.4
Current financial liabilities
Financial liabilities
2
46.4
46.4
Liabilities for right-of-use
assets
29.4
29.4
Liabilities for business
acquisitions
3
0.3
0.3
Trade payables
2
21.5
21.5
Current financial liabilities total
97.5
97.5
Carrying amount total
353.9
353.9
When determining the fair values for the financial assets and liabilities presented in the
table, the following price quotations, assumptions and measurement models were used:
Financial assets measured at fair value through profit or loss
Financial assets measured at fair value through profit or loss mainly comprise Finnish
holdings and Finnish unquoted shares. Unquoted share investments are measured at fair
value. Financial assets measured at fair value are either sellable on the secondary market
or their measurement uses the bid price on the counterparty's closing date or other public
information. The Group exercises judgement in choosing the measurement method to apply
and the assumptions used in measurement based on prevailing market practices and
circumstances.
Trade and other receivables and interest-bearing receivables
The amortised acquisition cost of the receivables corresponds to their fair value because the
effects of discounting are not relevant when considering the maturity of the receivables.
Financial liabilities, trade payables and other liabilities
The amortised acquisition cost of trade and other payables corresponds to their fair value
because the effects of discounting are not relevant when considering the maturity of the
receivables.
Fair value hierarchy for financial assets measured at fair value
Level 1
The fair values are based on the quoted prices of similar asset items
or liabilities on the market.
Level 2
The fair values for the instruments are based on significantly different
input information than the quoted prices at level 1, but they are,
nevertheless, based on information (i.e. prices) or indirect information
(i.e. derived from prices). In determining the fair value of these
instruments, the Group uses generally accepted measurement
models whose input information is largely based on verifiable market
data.
Level 3
The fair values of the instruments are based on input data concerning
the asset item or liability that is not based on verifiable market data;
instead, they are largely based on the management's estimates and
their use in generally accepted measurement models.
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If a balance sheet item is not measured at fair value, the following fair value measurement
methods are used: the fair value of non-current interest-bearing liabilities, including their
current portion, is based primarily on quotes obtained from third-party pricing services (Level
2). The fair value of other assets and liabilities, including loan assets and liabilities, is
primarily based on discounted cash flow analysis (Level 2). The fair value of current assets
and liabilities is estimated to correspond to their carrying amount due to the low credit risk
and short maturity. There were no transfers between the fair value hierarchy levels 1, 2 and
3 during the financial period.
ACCOUNTING PRINCIPLES
Financial assets
The Group's financial assets are classified into the following groups according to the
IFRS 9 standard: financial assets recognised at amortised acquisition cost and financial
assets recognised at fair value through profit or loss. The classification is performed on
the basis of the purpose of the acquisition of the financial assets, and they are classified
during their original acquisition. An item belonging to financial assets is derecognised
when the Group waives its contractual rights to the item, the rights are dissolved or the
Group loses control of the item.
Financial assets recognised at amortised acquisition cost include financial assets which
the company intends to retain until the end of the contract and whose cash flow is
generated from payments of principal and interest income. Loans and other receivables
are non-derivative financial assets that are generated by handing over goods, services or
money to the debtor. Loans and receivables are not quoted on the marketplace, and the
payments related to them are either fixed or they can be determined. Their measurement
basis is the amortised acquisition cost using the effective interest method. On the
balance sheet, they are included in the trade and other receivables group as current or
non-current assets according to their nature; they are non-current if they fall due after
more than 12 months.
Financial assets recognised at fair value through profit or loss include those financial
assets that do not meet the criteria for other groups. The group of financial assets
recognised at fair value through profit or loss includes financial assets that have been
acquired to be held for trading, such as derivatives and interest funds, or that are
classified to be recognised at fair value through profit or loss during their original
recognition. Unrealised and realised gains and losses resulting from changes in fair value
are recognised in the income statement for the financial period during which they are
generated.
Transaction expenses are included in the original carrying amount of the financial assets
mentioned above whenever the item is not measured at fair value. All purchases and
sales of financial assets are entered on their trade date, which is the date when the
Group commits to purchasing or selling the asset item.
An item belonging to financial assets is derecognised when the Group waives its
contractual rights to the item, the rights are dissolved or the Group loses control of the
item.
Financial liabilities
According to IFRS 9 standard, the Group's financial liabilities are included in the financial
liabilities measured at amortised acquisition cost; they consist of loans from financial
institutions, trade payables and other financial liabilities. Financial liabilities are initially
recognised at fair value. Transaction expenses are included in the original carrying
amount of the financial liabilities. Later, all financial liabilities are measured at amortised
acquisition cost using the effective interest method. Financial liabilities are included in
both the non-current and current liabilities.
Impairment of financial assets
On each closing date, the Group estimates whether objective evidence exists of the
impairment of an individual financial asset or a group thereof. If the fair value of share
investments has fallen substantially below their acquisition cost for a period defined by
the Group, this is considered evidence of impairment of the share in question. If evidence
of impairment exists, the loss accumulated in the fair value reserve is moved to the
income statement. The impairment loss of equity convertible investments classified in the
group of financial assets recognised at fair value through other comprehensive income is
not reversed by means of the income statement, whereas a later reversal of an
impairment loss that involves interest instruments is recognized through profit or loss.
The Group has applied an impairment model according to IFRS 9, where impairment is
recognised based on expected credit losses. The Group implemented the simplified
model enabled by the standard and applies the provision matrix.
Cash and cash equivalents
Cash and cash equivalents consist of cash money, money on bank accounts, bank
deposits that may be withdrawn upon request, as well as other current and highly liquid
investments that can be easily converted into a predetermined cash amount and that
carry a low risk of value changes. Items classified as cash and cash equivalent have at
most three months' maturity from the date of acquisition. Cash and cash equivalents are
recorded at amortised acquisition cost on the balance sheet.
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5.4. OTHER INVESTMENTS
Financial assets measured at fair value through profit or loss are non-current and they
comprise unquoted EUR-denominated shares and holdings measured at fair value.
Financial assets measured at fair value through profit or loss
MEUR
2022
2021
Value at the beginning of the financial period
0.3
0.1
Transfers between items
0.0
0.1
Value at the end of the financial period
0.3
0.3
The fair values of financial assets measured at fair value through other comprehensive
income are presented on page
. No financial assets have fallen due. No impairment has
been recognised on financial assets.
5.5. CASH AND CASH EQUIVALENTS
MEUR
2022
2021
Cash and bank accounts
5.2
6.4
There are no significant credit risk concentrations associated with cash and cash
equivalents. The balance sheet values correspond to the best estimate of the monetary
amount that is the maximum credit risk if the counterparties cannot fulfil their obligations
related to the receivables.
5.6. FINANCIAL LIABILITIES
The implementation of NoHo Partners’ strategy and the financing of its business growth is
partly dependent on outside financing. The company continuously strives to assess and
monitor the amount of financing required for business in order to have sufficient liquidity to
finance operations and repay maturing loans. Changes in the macroeconomic environment
or the general financing market situation may negatively affect the company’s liquidity as
well as the availability, price and other terms and conditions of financing. Changes in the
availability of equity and credit capital financing and in the terms and conditions of available
financing may affect the company’s ability to invest in business development and growth in
the future.
On 13 May 2022, the company announced an arrangement whereby the management and
domestic investors of NoHo Partners Plc acquired a majority of the convertible capital loan
granted to the company by Finnish Industry Investment Ltd (Tesi) and converted their
purchase into new shares in the company. The company repaid the remaining portion of the
loan principal and interest, approximately one-sixth, to Tes i using its cash assets.
As the
result of the arrangement, the company’s equity is strengthened, and its net debt decreases
by over MEUR 10. The arrangement allows the company financial flexibility, which will drive
the implementation of future growth projects as part of the company’s strategy for profitable
growth. In connection to the arrangement
the company issued a total of 1,266,300 new
shares.
On 4 November 2022, the company renewed its financing agreement, through which the
company’s financial position essentially stabilised to the state prior to the Covid-19 crisis.
The renewed financing agreement enables growth investments during the strategy period.
A covenant review was carried out on 31 December 2022. The company fulfilled the
covenants imposed. The next covenant review will take place on 31 March 2023.
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MEUR
2022
2021
Non-current financial liabilities measured at amortised
acquisition cost
Loans from financial institutions, non-current proportion
98.0
113.2
Liabilities for right-of-use assets
137.9
139.6
Total
235.9
252.8
Current financial liabilities measured at amortised
acquisition cost
Loans from financial institutions, current proportion
29.1
46.4
Liabilities for right-of-use assets
30.8
29.4
Total
59.9
75.8
The Group’s assets serve as security for loans from financial institutions, more information
on page
Maturity of interest-bearing financial liabilities, excluding liabilities for right-of-use
assets
MEUR
2022
2021
Less than 1 year
20.1
40.6
1 to less than 2 years
13.4
25.3
2 to 5 years
83.6
87.1
More than 5 years
1.0
0.9
Total
118.0
153.9
Account limits in use *
9.0
5.8
Total
127.1
159.7
* The account limits in use are in effect indefinitely and no due date has been specified for
them. The account limits are classified as current liabilities.
The Group's loans from financial institutions mainly have a variable interest rate, and the
loans are priced every 6–12 months.
Maturity distribution of interest on financial liabilities
2022
Less than 1
year
1-2 years
2–5 years
More than 5
years
MEUR
Interest on financial liabilities
6.6
5.8
6.4
0.3
2021
Less than 1
year
1-2 years
2–5 years
More than 5
years
MEUR
Interest on financial liabilities
4.6
3.5
7.4
0.2
Trade payables and liabilities for right-of-use assets, maturity distribution
2022
Transaction
price
liabilities
Trade
payables
Liabilities for
right-of-use
assets
Total
MEUR
Less than 1 year
1.1
21.4
37.3
59.9
1 to less than 2 years
1.6
0.0
34.2
35.7
2 to 5 years
1.3
0.0
68.6
69.9
More than 5 years
0.0
0.0
62.0
62.0
Total repayments
4.0
21.4
202.1
227.5
Discounted balance sheet value
3.9
21.4
168.7
194.0
2021
Transaction
price
liabilities
Trade
payables
Liabilities for
right-of-use
assets
Total
MEUR
Less than 1 year
0.3
21.5
35.8
57.5
1 to less than 2 years
0.7
0.0
33.6
34.3
2 to 5 years
1.4
0.0
72.8
74.2
More than 5 years
0.0
0.0
55.5
55.5
Total repayments
2.3
21.5
197.7
221.5
Discounted balance sheet value
2.1
21.5
169.0
192.5
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The Group does not have material extended debt repayment periods in effect.
On 31 December 2022, the Group’s cash and cash equivalents totalled MEUR 5.2 and the
unwithdrawn loan and account limits available to the Group amounted to MEUR 3.6. In
addition, the Group owned 5,139,745 shares in the listed company Eezy Plc, corresponding
to a holding of 20.5%. The market value of this shareholding at the closing rate of 31
December 2022 was MEUR 16.0.
On page
financial and liquidity risks as well as measures to
prepare for them and minimise them.
5.7. CONTINGENT LIABILITIES AND ASSETS AND COMMITMENTS
MEUR
2022
2021
Liabilities with guarantees included on the balance sheet
Loans from financial institutions, non-current
96.9
101.9
Loans from financial institutions, current
22.4
29.4
Total
119.3
131.3
Guarantees given on behalf of the Group
Collateral notes secured by a mortgage
37.3
37.5
Real estate mortgage
5.1
4.3
Subsidiary shares
106.9
103.9
Other shares
16.0
35.1
Bank guarantees
9.7
9.6
Other guarantees
3.1
3.0
Total
178.1
193.3
Purchase commitments
Eezy Plc
33.4
49.7
Contingent transaction prices
3.2
2.1
The Eezy Plc shares pledged as security for liabilities have been measured at market price.
ACCOUNTING PRINCIPLES
A provision is recognised when the Group has a judicial or constructive obligation for
payment on the basis of a past event, the realisation of the obligation is probable and the
size of the obligation can be reliably estimated. Provisions are measured at the present
value required to cover the obligation. The provision amounts are estimated on each
closing date, and their amounts are adjusted to correspond to the best possible estimate
at the moment of inspection.
A provision is recognised for a contract that generates a loss when the necessary
expenditures required to fulfil the obligations outweigh the benefits received from the
contract.
A contingent liability is a possible liability arising from past events whose existence will
only be confirmed if an uncertain event outside the Group's control is realised. A present
obligation that is not likely to cause a payment obligation or whose size cannot be reliably
determined, is also considered to be a contingent liability. Contingent liabilities are
presented in the notes.
| 105
5.8. FINANCIAL INCOME AND EXPENSES
MEUR
2022
2021
Financial income
Interest income
0.1
0.1
Dividend income
0.8
0.3
Other financial income
0.9
0.7
Total
1.8
1.1
Finance costs
Impairment on shares in associated companies
-4.5
-5.5
Impairment on receivables
-0.5
-0.5
Interest expenses on financial liabilities
-7.4
-5.9
Impairment of Eezy Plc shares
-10.4
0.0
Change in value of additional purchase price
-0.8
-0.1
Other interest expenses
-0.4
-0.6
Other finance costs
-0.2
-0.5
Total
-24.3
-13.1
Finance costs - net
-22.5
-11.9
ACCOUNTING PRINCIPLES
Interest income is recognised using the effective interest rate method and dividend
income when the right to dividend is generated.
Borrowing costs are recognised as an expense for the period during which they were
generated. Transaction costs accrued from the acquisition of loans are recognised as
interest expenses using the effective interest rate method.
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5.9. FINANCIAL RISK MANAGEMENT
Risk management principles and process
The Group and its operating activities are exposed to certain financial risks. A key principle
of the Group's risk management is the unpredictability of the financial markets and the aim
to minimise its adverse effects on the Group's net income. The Group's financial
management identifies, estimates and tracks risks and, whenever necessary, acquires the
instruments to hedge the Group against the risks.
The Group's financing policy guides all of its financing transactions. The main risks
associated with the financing market are explained below.
Interest rate risk
Interest rate risk means the risk of variations in the fair value of a financial instrument or in
future cash flows due to changes in market rates of interest. The Group's interest rate risk is
mainly caused by non-current loans that have been taken out with a variable interest rate.
The Group is not presently hedging against the interest rate risk. The interest rates for loans
vary according to the 6–12 month Euribor rates plus margins of 2.25–3.65%.
The potential one percentage point increase in interest rates in the 2023 interest review
would lead to a MEUR 0.7 increase in interest expenses in the Group.
The Group's income and operating cash flows are mostly independent of the variations in
the market rates of interest. The Group's main exposure to the interest rate risk is a result of
the variable interest rates, and the risk is mainly considered to relate to the loan portfolio.
On the closing date, the majority of the Group's loans had variable interest rates.
Liquidity risk
Liquidity risk is related to ensuring and maintaining sufficient funding for the Group. The
Group strives to constantly assess and track the amount of funding required by the
business, for example by performing a monthly analysis of the utilisation rate of the
restaurants, the development of sales and investment needs, in order to ensure that the
Group has sufficient liquid assets to fund the operations and repay loans that fall due. The
CFO analyses the need for possible additional financing.
The aim is to ensure the availability and flexibility of Group financing through sufficient credit
limit reserves, a balanced loan maturity distribution and sufficiently long loan periods as well
as using several financial institutions and forms of financing, when necessary. The Group's
financing activities determine the optimum cash liquidity.
At the end of December 2022, the Group’s current financial liabilities amounted to MEUR
29.1 (MEUR 46.4). Current financial liabilities at the balance sheet date include an item of
MEUR 4.0 from the commercial paper programme due in the first quarter of 2023.
At the end of the year, cash and cash equivalents amounted to MEUR 5.2 (MEUR 6.4), in
addition to which the Group had access to undrawn confirmed account credit limits
amounting to approximately MEUR 3.6 (MEUR 7.1). In addition, the Group owned
5,139,745 shares in the listed company Eezy Plc, corresponding to a holding of 20.5%. At
the closing share price at the end of 2022, the market value of this shareholding was MEUR
16.0.
The average annual interest rate for the Group's gross interest-bearing liabilities in 2022
was approximately 3.46% (2.97).
The most important loan covenants are reported to the creditors each quarter. If the Group
violates the terms of the loan covenant, the creditor may require faster repayment of the
loans. The management regularly monitors the fulfilment of the loan covenant terms. The
Group met the loan terms at the date of the financial statements.
The Group's management has not identified any significant concentrations of liquidity risk in
financial assets or sources of financing.
Credit risk
Credit risk is the risk that one party to a financial instrument is unable to meet its obligations,
thereby creating a financial loss for the other party. The Group's operating procedures
define the creditworthiness requirements for the customers' counterparties. The primary
method of payment within the Group is cash. The credit risk management and credit control
have been centralised to be handled by the Group's financial management.
As regards receivables, the Group does not have any material credit risk concentration,
since the receivables consist of several items. Risks related to trade receivables and other
receivables are minimised using short payment terms, customer-specific monitoring of trade
receivables and effective collection.
The provision matrix is established based on the age distribution of the open trade
receivables and other receivables by using the percentages determined by the Group.
| 107
Credit loss allowance for trade and other receivables
2022
Balance
sheet
value 31
Dec
Provision
percenta
ge, %
Credit
loss
Balance
sheet
value 1
Jan
Provision
percenta
ge, %
Credit
loss
MEUR
Not due
13.3
0.2
0.0
7.1
0.2
0.0
Due, 1–30 days
1.7
0.8
0.0
0.7
0.8
0.0
Due, 31–60 days
-0.1
1.5
0.0
0.1
1.5
0.0
Due, 61–90 days
0.1
12.0
0.0
0.0
12.0
0.0
Due, 91–180 days
0.2
20.0
0.0
0.0
20.0
0.0
Due, more than 180
days
0.8
85.0
0.7
1.0
75.0
0.7
Total
15.9
0.7
8.9
0.7
2021
Balance
sheet
value 31
Dec
Provision
percenta
ge, %
Credit
loss
Balance
sheet
value 1
Jan
Provision
percenta
ge, %
Credit
loss
MEUR
Not due
7.1
0.2
0.0
4.5
0.2
0.0
Due, 1–30 days
0.7
0.8
0.0
0.7
0.8
0.0
Due, 31–60 days
0.1
1.5
0.0
0.2
1.5
0.0
Due, 61–90 days
0.0
12.0
0.0
0.2
12.0
0.0
Due, 91–180 days
0.0
20.0
0.0
0.4
20.0
0.1
Due, more than 180
days
1.0
75.0
0.7
0.9
45.0
0.5
Total
8.9
0.7
6.9
0.6
The maturity distribution of the receivables is presented on page
The balance sheet values of the receivables correspond to the best estimate of the
monetary amount that is the maximum credit risk if the counterparties cannot fulfil their
obligations related to the receivables.
Currency risk
Currency risk refers to profit, balance sheet and cash flow uncertainty due to changes in
currency exchange rates. The Group is subjected to a transaction risk in relation to the
Norwegian krone. The transaction risk is related to the currency flows of sales and
expenses. Unlike the Danish krone, the Norwegian krone is not fixed against the euro,
which is the Group’s home currency. While the exchange rate of the Danish krone is fixed
against the euro, it may fluctuate 2.25% in either direction.
The subsidiaries’ intragroup loans and deposits are denominated in the subsidiaries’ home
currencies as well as in euros. The Group does not hedge intragroup loans, deposits or the
subsidiaries’ equity. Expenses and purchases are largely denominated in euros. The
conversion of the subsidiaries’ equity into euros resulted in a translation difference of MEUR
-1.1 (-0.2) in the financial year.
KEY ESTIMATES AND JUDGEMENTS
The risks related to the trade receivables and other receivables are minimised by means
of terms of payment of the receivables, customer-specific monitoring of trade receivables,
effective collection and checking of customers' creditworthiness requirements and, in
part, also through various collateral arrangements. The management actively monitors
the development of significant customer balances. Estimates and judgement are required
in determining the value of loss allowances at each reporting date. When determining
loss allowances, the management specifically analyses trade receivables and historical
losses, customer concentrations, customer creditworthiness, past due balances, current
trends and changes in customer payment terms. In addition to past events and current
conditions, reasonable and justifiable forecasts affecting collectability are considered
when determining the amount of loss allowances.
| 108
5.10. EQUITY
NoHo Partners Plc has one series of shares where all shares carry an equal right to
dividends. One share equals one vote at the general meeting. NoHo Partners Plc had
20,699,801 shares on the closing date. The share has no nominal value.
2022
31.12.
1.1.
MEUR
Shares, 1,000 pcs
20,699,801
19,222,270
Share capital
0.2
0.2
Invested unrestricted equity fund
70.2
58.4
Translation differences
-1.2
0.1
Retained earnings
5.6
5.7
Non-controlling interests
7.2
5.0
Total equity
82.0
69.4
2021
31.12.
1.1.
MEUR
Shares, 1,000 pcs
19,222,270
19,222,270
Share capital
0.2
0.2
Invested unrestricted equity fund
58.4
58.4
Translation differences
0.1
0.0
Retained earnings
5.7
17.5
Non-controlling interests
5.0
4.8
Total equity
69.4
81.0
All of the issued shares have been paid for.
Outstanding shares
shares
2022
2021
1 January
19,222,270
19,222,270
Share issue 27.1.2022
40,503
0
Subscription for shares based on special rights 13
May 2022
1,266,300
0
Share issue 1 July 2022
170,728
0
31 December
20,699,801
19,222,270
Invested unrestricted equity fund
The invested unrestricted equity fund includes other equity convertible investments and the
portion of the share subscription price that is not recognised in the share capital according
to a specific decision.
MEUR
2022
2021
1 January
58.4
58.4
Share issue
1.7
0.0
Unrestricted equity reclassification
10.2
0.0
31 December
70.2
58.4
Special share issues
During the financial year the company carried out special share issues in connection to the
acquisition of the shares of Sea Horse Plc and the acquisition of the non-controlling interest
of NoHo Norway AS. Part of the convertible capital loan of Tesi was converted into shares in
the company based on the special rights on 13 May 2022.
Dividends
The Annual General Meeting held on 27 April 2022 approved the Board’s proposal to
distribute no dividend for the financial year 2021.
| 109
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 19 April 2023 that, based on the adopted balance sheet of the financial period ending on
31 December 2022, a dividend of EUR
dividend payment on shares owned by external shareholders.
The Board of Directors proposes that the dividend be paid in two (2) instalments, such that
the first instalment of EUR 0.20 per share is paid on 24 May 2023 to shareholders who have
been recorded in the company’s shareholder list maintained by Euroclear Finland Oy by the
record date of 11 May 2023. The Board of Directors proposes that it be authorised to later
decide, according to its discretion, the record and payment date for the second instalment of
the dividend, however in such a way that the second instalment is paid no later than by 20
October 2023 with a record date five weekdays prior to payment date.
At the time of the financial statements on 31 December 2022, there were 20,699,801
externally owned shares.
Authorisation to purchase the company’s own shares
The AGM of 27 April 2022 decided to withdraw the previous unused authorisations to
purchase the company’s own shares and authorise the Board to decide upon the purchase
of a maximum of 800,000 of the company’s own shares in one or several tranches using the
company’s unrestricted equity under the following conditions:
The shares shall be purchased in public trading organised by Nasdaq Helsinki Oy and,
therefore, the purchase takes place by private placing and not in proportion to the shares
owned by the shareholders, and the consideration to be paid for the shares shall be the
market price of NoHo Partners Plc’s share at the time of purchasing.
The shares shall be purchased for financing or carrying out possible corporate acquisitions
or other arrangements, to implement incentive schemes within the company or for other
purposes decided upon by the Board of Directors. The maximum amount of the shares to be
purchased is equivalent to approximately 4.2%of all the shares and votes of the company
calculated using the share count on the publication date of the notice of the AGM.
The Board of Directors shall decide on the other matters related to the purchase of treasury
shares. The authorisation will remain in force until the end of the next AGM, but for no more
than 18 months from the AGM’s resolution on the authorisation.
Authorisation to decide on issuance of shares and/or the issuance of option rights
and other special rights entitling to shares
The AGM on 27 April 2022 decided to withdraw previous share issue authorisations and
authorise the Board of Directors to decide on the issuance of shares and/or option rights or
other special rights entitling to shares as follows:
Under the authorisation, a maximum total of 3,000,000 shares may be issued in one or
more tranches, corresponding to approximately 15.6% of all of the company’s registered
shares calculated using the share count on the publication date of the notice of the Annual
General Meeting.
Share issues and/or the issue of option rights or other special rights can be carried out in
deviation from the shareholders’ pre-emptive subscription right (special share issue).
The authorisation can be used, for example, to implement mergers or acquisitions or
financing arrangements, to develop the company’s equity structure, to improve the liquidity
of the company’s shares, to implement the company’s incentive schemes or for other
purposes decided by the company’s Board of Directors. Under the authorisation, a
maximum of 281,828 shares may be issued for the implementation of the company’s
incentive schemes, which corresponds to approximately 1.5% of all registered shares in the
company on the date of the notice convening the AGM.
Under the authorisation, the Board of Directors may issue new shares or transfer shares
held by the company. The Board of Directors is authorised to decide on all other conditions
of the issuance of shares and/or option rights or other special rights.
The authorisation will remain in force until the end of the next AGM, but for no more than 18
months from the AGM’s resolution on the authorisation.
ACCOUNTING PRINCIPLES
Share capital consists solely of ordinary shares. The immediate expenditure from the
issue or acquisition of new shares or other equity instruments less any tax is recorded as
equity, wherein it reduces the purchase consideration received for the issue. If the
company buys back its equity instruments, the acquisition cost of the instruments is
deducted from equity.
Liability for dividend distribution to the Group's shareholders is recorded for the period
during which the general meeting approved the dividend.
| 110
6. OTHER NOTES
6.1. SPECIFICATION OF NON-CASH TRANSACTIONS
Non-cash transactions
MEUR
2022
2021
Change in provisions
0.1
-0.3
Write-off of trade receivables
0.2
0.6
Sale of fixed assets
-0.7
-0.7
Share-based incentive plan
1.3
0.1
Rent concessions, Covid-19
-0.5
-2.8
Other adjustments
0.5
1.4
Total
0.9
-1.8
6.2. SHARES IN SUBSIDIARIES AND ASSOCIATED COMPANIES
Group companies
Domicile
Ownership
interest,
%
Beaniemax Oy
Tampere
80
Commodus Oy
Tampere
70
Dinnermax Oy
Tampere
70
El Rey Group Oy
Tampere
60
Friends & Brgrs Ab Oy
Pietarsaari
71
Friends & Brgrs Germany GmbH
Hamburg
100
Friends & Brgrs Denmark AS
Copenhagen
100
Gastromax Oy
Tampere
100
Pyynikin Brewery Restaurants Oy
Tampere
85
Hankinta Unioni Oy
Tampere
60
Harry's Ravintolat Oy
Helsinki
90
Italpal Oy
Tampere
100
Kampin Sirkus Oy
Tampere
90
Katang MGMT Oy
Helsinki
55
Koskimax Oy
Tampere
60
Levin Ravintolakatu Oy
Helsinki
100
Group companies
Domicile
Ownership
interest,
%
Local Brewery Restaurants Oy
Helsinki
70
Max Consulting Oy
Tampere
100
Nordic Gourmet Oy
Kangasala
74
Northmax Oy
Tampere
70
Nunc est Bibendum Oy
Helsinki
100
Poolmax Oy
Tampere
80
Priima-Ravintolat Oy
Tampere
100
Rock Hard Catering Oy
Tampere
100
PurMax Oy
Tampere
60
Rengasravintolat Oy
Tampere
100
Restala Oy
Helsinki
100
Unioninkadun Keidas Oy (NoHo Partners Oyj 18%)
Helsinki
82
Rivermax Oy
Tampere
72
Tillikka Oy
Tampere
80
RR Holding Oy
Helsinki
100
Royal Ravintolat Oy
Helsinki
100
Aunt Florentine's Oyster Oy
Helsinki
70
Latitude 25 Oy
Helsinki
78
Financier Group Oy
Helsinki
73
Mother of Pearl Oy
Tampere
100
Pihka Ravintolat Oy
Helsinki
100
Ravintolat F9 Oy
Helsinki
70
Royal Konseptiravintolat Oy
Helsinki
100
Pihka Ravintolat Oy
Kauniainen
100
Ravintolat F9 Oy
Helsinki
75
Royal Konseptiravintolat Oy
Tampere
70
Sea Horse Oy
Helsinki
100
Shinobi Group Oy
Tampere
70
Skohan Oy
Tampere
100
Stadin Night Oy
Helsinki
51
|
111
Group companies
Domicile
Ownership
interest,
%
Somax Oy
Tampere
100
Soolo Max Oy
Tampere
70
SRMax Oy
Tampere
85
Suomen Diner Ravintolat Oy
Tampere
80
Suomen Karaokebaarit Oy
Tampere
51
Suomen Koukkuravintolat Oy
Tampere
90
Espoon Koukkoravintolat Oy
Tampere
90
Jyväskylä Koukkuravintolat Oy
Tampere
90
Lahden Koukkuravintolat Oy
Tampere
90
Suomen Ravintolatoimi Oy (Max Consulting Oy 42 %)
Jyväskylä
58
Espoon Koukkoravintolat Oy
Tampere
70
Suomen Siipiravintolat Oy
Tampere
80
Taikinapojat Oy
Helsinki
70
Tunturimax Oy
Tampere
76
Ski or Die Oy
Helsinki
80
Urban Group Oy
Helsinki
100
NoHo International Oy
Tampere
99
NoHo Norway AS
Oslo
86
Christiania Drift AS
Oslo
100
Complete Security AS
Oslo
91
Cosmopolitan AS
Drammen
100
DOD AS
Oslo
100
Dubliners AS
Oslo
100
Eilefs Landhandleri AS
Oslo
100
Emmas Drift As
Tromssa
100
GG Drift AS
Oslo
100
Lab Drift AS
Oslo
100
MEO AS
Oslo
100
Nieu Soria moria AS
Oslo
80
Rådhuskroken AS
Oslo
100
SBF AS
Oslo
100
Tøyen Kulturhus AS
Oslo
100
Group companies
Domicile
Ownership
interest,
%
NoHo Trøbbelskyter AS
Oslo
90
Christian August AS
Oslo
54
Kulturhuset i Oslo AS
Oslo
95
Tøyen Bakeri og Kaffehus AS
Oslo
100
YGT3 AS
Oslo
100
Youngs AS
Oslo
100
Mexico Torshov AS
Oslo
100
M12 mor AS
Oslo
77
M12 Datter AS
Oslo
100
M12 Bergen AS
Oslo
100
M12 Kristiansand AS
Oslo
100
M12 Stavanger AS
Stavanger
100
M12 Tromsø AS
Tromssa
91
M12 Trondheim AS
Trondheim
100
Øslo AS
Oslo
90
Solstikk AS
Oslo
100
Nordic Hospitality Partners Denmark A/S
Copenhagen
75
Chicks by Chicks Tivoli ApS
Copenhagen
84
Camping Denmark ApS
Copenhagen
100
Cock's & Cows ApS
Copenhagen
98
Cock's & Cows CPH Airport ApS
Copenhagen
100
Cock's & Cows Tisvilde ApS
Tisvildeleje
100
Luca Lyngby ApS
Kongens Lyngby
100
Ruby Group Holding ApS
Copenhagen
80
Bronnum ApS
Copenhagen
99
Ebony & Ivory ApS
Copenhagen
95
Lidkoeb ApS
Copenhagen
95
The Bird Mother ApS
Copenhagen
92
Luca Gl. Strand ApS
Copenhagen
100
The Bird ApS
Copenhagen
100
The Bird Kødbyen ApS
Copenhagen
100
| 112
Mergers for the period: Mikonkadun keidas Oy, Porin Pärekori Oy, Roska Yhtiöt Oy and
Thai Papaya Oy were merged into NoHo Partners Plc, The Bird CPH Airport ApS and The
Bird Tivoli ApS were merged into The Bird Mother ApS and Tampereen Satamaravintolat
Oy was merged into Priima-Ravintolat Oy.
Associated companies
Domicile
Ownership
interest
Repa Service Oy
Tampere
30
RH-Areenat Oy
Tampere
29
Torggata Camping AS
Drammen
33
The accounting principles for associated companies are presented on page
2021, the Group published its updated strategy and financial targets for the strategy period
2022–2024. In connection with this, the Group decided to classify its shareholding in Eezy
Plc as an asset held for sale. The accounting principles for assets held for sale are
presented on page
Share of the most significant minority shareholders
MEUR
Ownership interest,
%
Share of profit for
the financial
period
Share of
capital
2022
2021
2022
2021
2022
2021
Friends & Brgrs Ab Oy,
Pietarsaari
29
29
0.1
0.1
0.0
-0.1
Financial information
MEUR
2022
2021
Friends & Brgrs Ab Oy
Turnover
21.2
16.7
Result of the financial period
0.9
1.3
Non-current assets
4.3
3.0
Current assets
2.9
1.7
Non-current liabilities
1.4
1.3
Current liabilities
4.2
2.9
Cash flows from operating activities
2.4
1.8
Cash flows from investing activities
-1.7
-0.8
Cash flows from financing activities
-0.2
-1.7
The financial information of Group’s international business is presented on page
| 113
6.3. RELATED PARTY TRANSACTIONS
Parties are considered to be related when one party can exercise control, shared control or
significant influence over the other in decision-making involving its finances and operating
activities. The Group’s related parties are the parent company, subsidiaries, associated
company, the parent company’s subsidiaries and the key management personnel. Key
management personnel includes the members of the Board of Directors, the Group’s
Executive Team and the CFO and his/her deputy, as well as their close family members.
Furthermore, related entities include any owners who can exercise control or significant
influence in NoHo Partners, the companies where the said owners have a controlling
interest, and companies where a person exercising control over NoHo Partners exercises
significant influence or works in the management of the company or its parent company.
The management’s employee benefits
The management’s employee benefits are presented on a cash basis.
2022
CEO Aku
Vikström
Other
Executive
Team members
Total
MEUR
Salaries and fringe benefits
0.3
0.8
1.2
Total
0.3
0.8
1.2
2021
CEO Aku
Vikström
Other
Executive
Team members
Total
MEUR
Salaries and fringe benefits
0.3
1.1
1.4
Total
0.3
1.1
1.4
NoHo Partners announced on 9 June 2022 of having re-organised the structure of its
Executive Team. The Group’s Executive Team consists of Aku Vikström, Jarno Suominen,
Jarno Vilponen and Tuomas Piirtola. From the beginning of 2021 until June 2022 the Group’s
Executive Team consisted of nine persons.
On 30 November 2021, NoHo Partners Plc announced the extension of the share-based
incentive scheme aimed at the company’s key employees and the third earning period of the
share-based remuneration scheme. According to the stock exchange release of 22 March
2022, the company’s Board of Directors decided to extend the third earning period of the long-
term share-based incentive scheme for key personnel due to the restaurant restrictions
tightened in December 2021. The third earning period lasts 16 months and it started on 1
December 2021 and will end on 31 March 2023. The introduction of the share-based incentive
scheme was announced on 30 November 2018.
The earning criteria for the third earning period are based on NoHo Partners Plc’s relative
EBIT. The share-based incentive scheme covers eight persons in the third earning period.
In accordance with the previous decision, a maximum of 281,828 NoHo Partners Plc shares
may be paid to the key employees for the third earning period. According to the average rate
of EUR 8.12 on 21 March 2022, the value of the maximum remuneration would be
approximately MEUR 2.3. The Board of Directors anticipates that if the reward for the third
earning period was paid fully in shares, the maximum dilutive effect on the number of the
company’s registered shares would be 1.44%.
On 22 December 2022, NoHo Partners Plc announced the fourth earning period of the
longterm share-based remuneration scheme for key personnel. The fourth earning period is
24 months, starting on 1 January 2023, and ending on 31 December 2024.The reward criteria
for the fourth earning period are based on NoHo Partners Plc’s profitable growth. There are
ten participants in the long-term incentive plan’s fourth earning period.
A maximum of 280,420 reward shares could be awarded for the fourth earning period. The
value of the maximum reward at the average share price on the trading day on 21 December
would be approximately EUR 2.0 million. The Board of Directors estimates that if the reward is
fully paid in new shares, the maximum dilutive effect on the number of the company’s
registered shares for the fourth earning period is 1.34%.
Costs from the share-based incentive plan are recognised as staff expenses over time and in
equity under earnings.
The share-based incentive scheme and its earning periods 3 and 4 are presented in more
detail on page
The CEO’s pension commitments and termination compensation
The Chief Executive Officer is covered by the Employees Pensions Act that offers pension
security based on the time of service and earnings in the manner defined in the Act. According
to the CEO’s contract, the CEO will retire without separate notice upon reaching the
retirement age of 63, unless otherwise agreed between both parties in advance. The Chief
Executive Officer’s accrued pension costs for the financial period were EUR 60.7
thousand.
The period of notice for the CEO is six (6) months for both the CEO and the company. In
addition to the pay for the term of notice, the CEO is entitled to compensation equalling six
| 114
(6) months’ salary if the company dismisses the CEO for any reason other than serious
misconduct, criminal offence or similar.
Fees for the Board of Directors
EUR thousands
2022
2021
Timo Laine, Chairman of the Board of Directors *
147.0
145.8
Yrjö Närhinen, Vice-Chairman of the Board of Directors
37.4
0.0
Kai Seikku, member of the Board of Directors
15.7
0.0
Petri Olkinuora, Vice-Chairman of the Board of Directors
24.5
30.0
Mika Niemi, member of the Board of Directors
20.0
20.0
Mia Ahlström, Member of the Board of Directors
21.2
20.0
Tomi Terho, member of the Board of Directors
6.7
20.0
Saku Tuominen, member of the Board of Directors
6.7
20.0
Total
279.2
255.8
* Includes consultant fees of MEUR 0.1 (0.1) paid to the member of the Board of Directors.
These are treated as purchases in the related party transactions table.
Transactions with related entities
MEUR
2022
2021
Sales
0.1
0.1
Lease costs
0.4
0.3
Purchases
18.1
13.5
Rent income
0.0
0.1
Receivables
0.1
0.2
Liabilities
2.0
2.1
MEUR 0.7 of related party receivables were written down during the financial period.
Sales to related entities comprise restaurant sales. Purchases from related entities include,
for example, labour hire,
renovation and business premises expenses as well as costs of
equipment and equipment maintenance. The Group has also
leased premises from related
parties.
Transactions with Eezy PLC (included in the table afore)
MEUR
2022
2021
Sales
0.1
0.0
Purchases
16.3
10.4
Liabilities
1.9
2.0
6.4. SIGNIFICANT EVENTS AFTER THE FINANCIAL STATEMENTS DATE
NoHo Partners selected as the main supplier for restaurant services by Helsinki Expo
and Convention Centre
On 18 January 2023, NoHo Partners announced that company NoHo Partners has been
selected as the main supplier for restaurant services by Helsinki Expo and Convention
Centre (brand name Messukeskus) as of 1 July 2023. Helsinki Expo and Convention Centre
is the largest venue for exhibitions, meetings and congresses in Finland, hosting national
and international events for about a million visitors annually. The annual revenue from the
restaurant services at the convention centre is approximately EUR 15 million.
In January 2023, Group turnover increased to approximately MEUR 22.7
NoHo Partners’ turnover in January 2023 was approximately MEUR 22.7 (6.8) and
increased by 236% compared to the same period in the previous year. In January 2022, the
Group operated in a strictly restricted or closed business environment in all of its operating
countries due to the Covid-19 pandemic. Turnover increased by 23% compared to the
corresponding pre-pandemic period in 2020.
As of 16 February 2023, NoHo Partners will publish in the interim reports the Group turnover
for the first month of the commencing quarter. The target is to provide better service to
investors through timely and transparent investor communications.
| 115
6.5. NEW AND AMENDED STANDARDS APPLICABLE IN FUTURE ACCOUNTING
PERIODS
According to the judgement of the Group Management the changes will not have a material
effect on the financial statements.
IFRS 17 Insurance Contracts
, including
Amendments
Initial Application of IFRS 17
and
IFRS 9 – Comparative Information
January 2023, early application permitted for companies that also apply IFRS 9 Financial
Instruments and IFRS 15 Revenue from Contracts with Customers)
The new standard for insurance contracts will help investors and others better understand
insurers’ risk exposure, profitability and financial position. This standard replaces IFRS 4
standard.
The amendments to IFRS 17 alleviate mismatches in comparative information arising from
the different transition requirements of IFRS 9 and IFRS 17. The amendments also allow the
comparative information about financial assets to be presented in a manner that is more
consistent with the requirements in IFRS 9 Financial Instruments.
Disclosure of Accounting Policies – Amendments to IAS 1 Presentation of Financial
Statements and IFRS Practice Statement 2 Making Materiality Judgements
(effective
for financial years beginning on or after 1 January 2023, early application is permitted)
The amendments clarify the application of materiality to disclosure of accounting policies.
Definition of Accounting Estimates – Amendments to IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors
(effective for financial years beginning on
or after 1 January 2023, early application is permitted)
The amendments clarify how companies should distinguish changes in accounting policies
from changes in accounting estimates, with a primary focus on the definition of and
clarifications on accounting estimates.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction –
Amendments to IAS 12 Income Taxes
(effective for financial years beginning on or after 1
January 2023, early application is permitted)
The amendments narrow the initial recognition exemption (IRE) and clarify that the
exemption does not apply to transactions such as leases and decommissioning obligations
which give rise to equal and offsetting temporary differences.
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 Leases*
for financial years beginning on or after 1 January 2024, early application is permitted)
The
seller-lessees to reassess and potentially restate sale-and-leaseback transactions entered
into since 2019.
Classification of Liabilities as Current or Non-current - Amendments to IAS 1
Presentation of Financial Statements *: Classification of Liabilities as Current or Non-
current; Classification of Liabilities as Current or Non-current - Deferral of Effective
Date; and Non-current Liabilities with Covenants
(effective for financial years beginning
on or after 1 January 2024, early application is permitted)
The amendments are to promote consistency in application and clarify the requirements for
determining if a liability is current or non-current. The
be complied with after the reporting date do not affect the classification of debt as current or
non-current at the reporting date. The amendments require to disclose information about
these covenants in the notes to the financial statements.
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
– Amendments to IFRS 10 Consolidated Financial Statements and IAS 28 Investments
in Associates and Joint Ventures *
indefinitely)
The amendments address the conflict between the existing guidance on consolidation and
equity accounting and require the full gain to be recognised when the assets transferred
meet the definition of a ‘business’ under IFRS 3 Business Combinations.
* Not yet endorsed for use by the European Union as of 31 December 2022.
| 116
6.6. CALCULATION FORMULAS OF KEY FIGURES
Key figures required by the IFRS standards
Earnings per share
Parent company owners’ share of result of the financial period
Average number of shares
Earnings per share (diluted)
Parent company owners’ share of result of the financial period
Diluted average number of shares
Alternative performance measures
NoHo Partners presents certain comparable financial key figures (alternative performance measures)
that are not included in the IFRS standards. The alternative performance measures presented by
NoHo Partners should not be reviewed separately from the corresponding IFRS key figures and
should be read together with the most closely corresponding IFRS key figures.
As of 1 July 2022, the company has taken into use a new key figure, adjusted equity ratio, which
takes into account IFRS leases and gives, according to the company’s view, a more accurate
assessment on the company’s financial standing.
Return on equity, %
Result of the financial period (result attributable to the owners of the
parent + result attributable to NCIs)
*
100
Equity on average (attributable to owners of the company and NCIs)
Equity ratio, %
Equity (attributable to owners of the company and NCIs)
*
100
Total assets – advances received
Adjusted equity ratio, %
Equity (attributable to owners of the company and NCIs)
*
100
Total assets – advances received – liabilities according to IFRS 16
Return on investment, %
Result of the financial period before taxes + finance costs
*
100
Equity (attributable to owners of the company and NCIs) + interest-bearing financial
liabilities on average
Interest-bearing net liabilities
Interest-bearing liabilities – non-current interest-bearing receivables – cash and cash
equivalents
Interest-bearing net liabilities excluding IFRS 16
Interest-bearing liabilities without IFRS 16 liabilities – non-current interest-bearing receivables
– cash and cash equivalents
Gearing ratio, %
Interest-bearing net liabilities
*
100
Equity (attributable to owners of the company and non-controlling
interests)
Gearing ratio, % excluding IFRS 16
Interest-bearing net liabilities excluding IFRS 16
*
100
Equity (attributable to owners of the company and NCIs) – depreciations, amortisations,
lease costs and finance costs recorded in the income statement with regard to IFRS 16
Personnel expenses, %
Employee benefits + leased labour
*
100
Turnover
Material margin, %
Turnover – raw materials and consumables
*
100
Turnover
Adjusted net finance costs
Financial income – finance costs (adjusted by acquisition-related entries in accordance with
the IFRS standards and the exchange rate differences of financial items)
Equity excluding IFRS 16 impact
Equity adjusted by cumulative IFRS 16 bookings related to the income statement
Operational EBITDA *
EBIT + depreciation and impairment – share of associated company’s result – adjustment of
IFRS 16 lease expenses to cash flow based
* The term “Operating cash flow” previously used by the company has been replaced with
“Operational EBITDA”. The content of the indicator has not changed.
| 117
Parent company income statement (FAS)
EUR
2022
2021
Turnover
41,932,222.51
17,523,326.04
Other Operating Income
11,081,629.55
7,936,188.96
Materials and services
Purchases adjustments
Purchases during the period
-9,536,539.99
-4,405,908.82
Change in Inventory
-4,685.15
561,593.11
External services
-6,273,099.61
-2,192,905.87
-15,814,324.75
-6,037,221.58
Staff expenses
Salaries and fees
-7,953,708.70
-5,567,018.60
Indirect employee costs
Pension costs
-1,398,683.91
-954,110.12
Other indirect employee costs
-272,118.47
-151,624.58
-9,624,511.08
-6,672,753.30
Depreciation, amortisation and impairment losses
Scheduled depreciation and amortisation
-2,138,910.82
-2,119,352.29
Impairment on ifxed assets
-46,408.07
0.00
-2,185,318.89
-2,119,352.29
Other operating expenses
-24,811,757.64
-14,024,540.31
Operating profit (loss)
577,939.70
-3,394,352.48
EUR
2022
2021
Financial income and expenses
Income from shares in Group companies
1,557,300.00
1,480,260.00
From others
770,961.75
920,725.35
Other interest and financial income
From Group companies
5,328,853.28
3,037,186.06
From others
178,540.89
6,770.01
Impairment on financial securities classified as
current assets
-159,406.97
-647,408.27
Interest expenses and other financial expenses
To Group companies
-573,485.27
-395,590.81
To others
-4,808,431.84
-5,922,164.36
2,294,331.84
-1,520,222.02
Profit (loss) before appropriations and taxes
2,872,271.54
-4,914,574.50
Appropriations
Change in depreciation reserve total
0.00
1,944.00
Net profit (loss)
2,872,271.54
-4,912,630.50
| 118
Parent company balance sheet (FAS)
EUR
31.12.2022
31.12.2021
ASSETS
Non-current assets
Intangible assets
Goodwill
846,302.68
1,082,660.36
Other capitalised expenses
4,064,631.06
4,551,672.49
Prepayments
239,607.19
101,295.03
5,150,540.93
5,735,627.88
Tangible assets
Buildings and structures
1,776,815.67
1,857,536.36
Machinery and equipment
3,572,821.88
3,484,566.87
Other tangible assets
12,593.44
12,593.44
5,362,230.99
5,354,696.67
Investments
Investments in Group companies
106,868,181.15
103,916,915.79
Investments in associated companies
26,221,147.44
29,919,734.94
Other shares and interests
425,307.14
425,475.33
133,514,635.73
134,262,126.06
Non-current assets total
144,027,407.65
145,352,450.61
Current assets
Inventories
Finished products and articles
907,386.03
871,695.43
Non-current
Non-current trade receivables
137,717.38
837,717.38
Loan receivables from Group companies
82,111,903.75
88,172,420.14
Loan receivables
490,000.00
500,000.00
82,739,621.13
89,510,137.52
Current
Trade receivables
2,932,771.33
2,675,327.47
Receivables from Group companies
37,589,691.92
35,209,623.32
Receivables from associated companies
0.00
10,275.83
Loan receivables
5,000.00
99,787.74
Other receivables
373,435.01
255,439.24
Accrued income
1,608,866.73
955,961.23
42,509,764.99
39,206,414.83
Cash and cash equivalents
117,360.89
3,468,327.35
Current assets total
126,274,133.04
133,056,575.13
ASSETS TOTAL
270,301,540.69
278,409,025.74
EUR
31.12.2022
31.12.2021
EQUITY AND LIABILITIES
Equity
Share capital
150,000.00
150,000.00
Other reserves
Invested unrestricted equity fund
71,972,431.83
60,106,447.19
Retained earnings (losses)
40,964,842.45
45,877,472.95
Profit (loss) for the financial period
2,872,271.54
-4,912,630.50
Total equity
115,959,545.82
101,221,289.64
Appropriations
Depreciation difference
85,865.67
85,865.67
Provisions
Other provisions
0.00
20,000.00
Liabilities
Non-current
Loans from financial institutions
94,952,234.20
105,390,153.74
Advances received
939,921.68
0.00
Other non-current liabilities
0.00
114,704.96
Liabilities to Group companies
12,643,937.44
10,621,504.74
108,536,093.32
116,126,363.44
Current
Loans from financial institutions
20,533,404.79
39,212,966.41
Advances received
627,614.45
0.00
Trade payables
3,798,059.43
5,356,002.07
Liabilities to Group companies
12,381,872.60
9,801,301.74
Other payables
1,076,585.95
266,713.45
Accruals and deferred income
7,302,498.66
6,318,523.32
45,720,035.88
60,955,506.99
Liabilities total
154,256,129.20
177,081,870.43
EQUITY AND LIABILITIES TOTAL
270,301,540.69
278,409,025.74
| 119
Parent company cash flow statement (FAS)
EUR thousands
2022
2021
Cash flows from operating activities
Profit (loss) before appropriations and taxes
2,872.3
-4,914.6
Adjustments:
Other income and expenses that do not incur payments
633.0
-1,032.1
Scheduled depreciation and impairment
2,185.3
2,119.4
Financial income and expenses
-2,294.3
1,520.2
Cash flow before change in working capital
3,396.3
-2,307.1
Changes in working capital
Current non-interest-bearing receivables
3,285.9
-2,287.0
Inventories
4.7
-561.6
Current non-interest-bearing liabilities
-174.3
6,309.1
Operating cash flow before financial items and taxes
6,512.6
1,153.4
Interest paid and other finance costs
-5,274.1
-5,002.4
Dividends received from business operations
2,328.3
2,555.0
Interest received from business operations
2,028.9
2,179.8
Operating net cash flow
5,595.7
885.8
EUR thousands
2022
2021
Cash flows from investing activities
Investments in tangible and intangible assets
-1,549.4
-3,701.2
Income from the disposal of tangible and intangible assets
371.5
193.2
Acquisition of non-controlling interests
-700.4
-655.3
Change in non-current loans receivable
2,083.9
2,901.0
Acquisition of subsidiaries
-666.8
-2,717.1
Sales of subsidiaries
0.0
1.4
Business transactions, acquisitions (-)
-200.0
-950.0
Associated company shares sold
4,160.4
9,001.8
Business transactions, sales
25.0
40.0
Shares in associated companies acquired
0.0
-0.6
Net cash from investing activities
3,524.2
4,113.2
Cash flows from financing activities
Proceeds from non-current loans and borrowings
0.0
7,000.0
Non-current loans repaid
-23,356.4
-12,000.0
Proceeds from current loans and borrowings
10,555.1
3,911.9
Current commercial papers repaid
0.0
-500.0
Payments received from the share issue
323.7
0.0
Net cash from financing activities
-12,477.6
-1,588.1
Change in cash and cash equivalents
-3,357.7
3,410.9
Cash and cash equivalents at the beginning of the financial
period
3,468.3
57.4
Cash and cash and cash equivalents transferred in merger
6.7
0.0
Cash and cash equivalents on 31 December
117.4
3,468.3
Change in cash and cash equivalents
-3,357.7
3,410.9
| 120
Notes to the parent company financial statements
1.1 ACCOUNTING PRINCIPLES
NoHo Partners Plc’s financial year is 1 January–31 December. The financial statements
have been prepared in accordance with the Finnish Accounting Act (FAS).
The income statement and the balance sheet are presented in euros and the cash flow
statement and the notes in thousands of euros.
PRINCIPLES AND METHODS OF MEASUREMENT AND RECOGNITION
Measurement of non-current assets
Non-current assets are measured at their acquisition cost less the accrued depreciation.
The notes for the non-current assets only present the acquisition costs for those non-current
assets whose acquisition costs have not been completely depreciated as scheduled
depreciation.
Basis of and changes to scheduled depreciation
Estimated
service life
Depreciation
method
Buildings
Straight-line
depreciation
Goodwill
Straight-line
depreciation
Other intangible assets
Straight-line
depreciation
Machinery and equipment
Straight-line
depreciation
Measurement of current assets
Inventories are measured at their variable acquisition cost in accordance with the FIFO
principle and the lowest value principle defined in Section 6 (1) of Chapter 5 of the
Accounting Act.
The trade and other receivables recognised under current asset receivables are measured
at their nominal value or their probable value, whichever is lowest.
Pension coverage for the personnel
The pension coverage for the company's personnel has been arranged in an external
pension insurance company. Pension insurance payments have been recognised to
correspond with the accrual-based salaries in the financial statements.
Measurement of liabilities
Liabilities are measured at their nominal value.
Treasury shares
Treasury shares purchased are recorded as deductions from the accumulated earnings
from previous financial periods.
Related parties and management remuneration
Additional information on the company’s related parties and management remuneration is
available on page
.
Group companies
Additional information on subsidiaries and associated companies is available on page
.
| 121
1.2 NOTES TO THE INCOME STATEMENT
Distribution of turnover, EUR thousands
2022
2021
Restaurant business
41,932.2
17,523.3
Other operating income, EUR thousands
2022
2021
Sales profit
643.7
805.9
Rent income
475.1
285.2
Government grants
4,339.2
2,800.0
Other operating income
683.8
187.4
Other operating income, Group
4,939.9
3,857.7
Total
11,081.6
7,936.2
Personnel expenses, EUR thousands
2022
2021
Average number of employees
158
122
Salaries and fees
7,953.7
5,567.0
Pension costs
1,398.7
954.1
Other indirect employee costs
272.1
151.6
Total
9,624.5
6,672.8
Other operating expenses, EUR thousands
2022
2021
Voluntary employee expenses
1,195.4
534.8
Business premises expenses
13,773.6
8,273.5
Machinery and equipment expenses
2,782.5
1,507.7
Travel expenses
428.7
143.1
Marketing, performer and entertainment expenses
2,629.7
921.6
Other operating expenses
4,001.9
2,643.8
Total
24,811.8
14,024.5
Auditors’ fees, EUR thousands
2022
2021
Audit fees
120.0
200.0
Fees for tax services
26.0
0.0
Other services
203.9
200.0
Total
349.9
400.0
| 122
1.3 NOTES TO THE BALANCE SHEET
Intangible assets, EUR thousands
Goodwill
Other intangible
assets
Prepayments and
Total
Acquisition cost 1 Jan.
5,110.4
13,441.9
101.3
18,653.7
Increase
690.0
690.0
Transferred in merger
284.0
284.0
Transfers between items
542.0
-542.0
0.0
Decrease
-121.3
-9.7
-130.9
Acquisition cost 31 Dec.
4,989.2
14,267.9
239.6
19,496.7
Accumulated amortisation 1 Jan.
-4,027.8
-8,890.3
0.0
-12,918.0
Transferred in merger
0.0
-146.9
-146.9
Depreciation
-115.1
-1,166.1
-1,281.2
Accumulated amortisation 31 Dec.
-4,142.9
-10,203.3
0.0
-14,346.2
Carrying amount 31 Dec.
846.3
4,064.6
239.6
5,150.5
Book value 1 Jan.
1,082.7
4,551.7
101.3
5,735.6
Tangible asset, EUR thousands
Buildings
Machinery and
equipment
Other tangible
assets
Prepayments and
Total
Acquisition cost 1 Jan.
2,421.6
6,938.7
12.6
0.0
9,372.9
Increase
461.4
404.2
865.6
Transferred in merger
177.9
177.9
Transfers between items
393.5
-393.5
0.0
Decrease
-438.6
-10.7
-449.3
Acquisition cost 31 Dec.
2,421.6
7,532.9
12.6
0.0
9,967.1
Accumulated amortisation 1 Jan.
-564.1
-3,454.1
0.0
0.0
-4,018.2
Transferred in merger
-99.1
-99.1
Decrease
370.1
370.1
Depreciation
-80.7
-777.0
-857.7
Accumulated amortisation 31 Dec.
-644.8
-3,960.1
0.0
0.0
-4,604.9
Carrying amount 31 Dec.
1,776.8
3,572.8
12.6
0.0
5,362.2
Book value 1 Jan.
1,857.5
3,484.6
12.6
0.0
5,354.7
| 123
Investments, EUR thousands
Holdings in
Group companies
Investments in
associated companies
Other shares and interests
Total
Book value 1 Jan.
103,916.9
29,919.7
425.5
134,262.1
Increase
3,017.1
3,017.1
Decrease
-65.9
-3,698.6
-0.2
-3,764.6
Carrying amount 31 Dec.
106,868.2
26,221.1
425.3
133,514.6
Current liabilities, EUR thousands
2022
2021
Current receivables from Group companies
Trade receivables
224.8
242.1
Accrued income
6,391.9
2,940.3
Other Group receivables
0.0
0.3
Loan receivables
30,973.0
32,027.0
Total
37,589.7
35,209.6
Essential items of prepayments and accrued income
Amortisation
177.0
263.4
Discounts
1,185.8
532.9
Other prepayments and accrued income
246.0
159.7
Total
1,608.9
956.0
Equity, EUR thousands
2022
2021
Share capital at the beginning of the financial period
150.0
150.0
Share capital at the end of the financial period
150.0
150.0
Total invested equity at the end of the financial period
150.0
150.0
Invested unrestricted equity fund at the beginning of the financial
period
60,106.4
60,106.4
Directed share issue
11,866.0
0.0
Invested unrestricted equity fund at the end of the financial
period
71,972.4
60,106.4
Profit/loss from previous financial periods at the beginning of the
financial period
45,877.5
62,063.5
Transfer of profit/loss from the previous financial period
-4,912.6
-16,186.0
Profit/loss from previous financial periods at the end of the
financial period
40,964.8
45,877.5
Profit/loss for the financial period
2,872.3
-4,912.6
Total unrestricted equity at the end of the financial period
115,809.5
101,071.3
Total equity
115,959.5
101,221.3
| 124
Calculation of distributable funds in equity, EUR
thousands
2022
2021
Profit from previous financial periods
40,964.8
45,877.5
Net income for the financial period (profit +/loss -)
2,872.3
-4,912.6
Invested unrestricted equity fund
71,972.4
60,106.4
Compensation for restriction of operations/closure compensation
0.0
-1,800.0
Business cost support/compensation for fixed expenses
-4,339.2
-1,000.0
Distributable funds total
111,470.4
98,271.3
Appropriations
2022
2021
Depreciation difference, buildings
42.7
42.7
Depreciation difference, machinery and equipment
43.2
43.2
Total appropriations
85.9
85.9
Provisions, EUR thousands
2022
2021
Provision for termination expenses
0.0
20.0
Liabilities, EUR thousands
2022
2021
Current liabilities
Liabilities to Group companies
Trade payables
425.8
460.1
Liabilities
11,385.6
6,949.0
Accruals and deferred income
570.5
2,392.2
Total
12,381.9
9,801.3
Essential items of accrued expenses
Wage and salary liabilities
1,195.0
747.4
Holiday pay debt
1,281.5
1,075.5
Interest
270.6
642.9
Other accruals and deferred income
4,555.3
3,852.7
Accrued expenses total
7,302.5
6,318.5
The total balance of the Group cash pool account is disclosed under the parent company’s
cash and cash equivalents.
The total balance of the Group cash pool account is disclosed under the parent company’s
cash and cash equivalents.
| 125
1.4 NOTES CONCERNING GUARANTEES AND CONTINGENT LIABILITIES
Liabilities and guarantees by balance sheet item and guarantee type
EUR thousands
2022
2021
Liabilities with guarantees included on the balance sheet
Loans from financial institutions, non-current
94,927.8
103,306.0
Loans from financial institutions, current
16,525.2
25,571.6
Total
111,453.0
128,877.6
Guarantees given
Corporate mortgages given
34,150.0
34,150.0
Real estate mortgage
4,000.0
4,000.0
Mortgaged securities and subsidiary shares
119,978.5
118,876.5
Other guarantees given in total
158,128.5
157,026.5
Guarantees given on behalf of others
Other guarantees
7,845.9
7,629.0
Lease liabilities not included on the balance sheet
To be paid during the next financial period
15.5
16.8
To be paid later
38.7
54.2
Total
54.2
71.0
Other liabilities
Other guarantee engagements not included on the balance
sheet
Lease liability
Due within one year
9,390.3
8,823.3
Due in 2–5 years
24,347.8
25,900.8
Due in more than 5 years
15,788.4
17,409.3
Total
49,526.5
52,133.5
EUR thousands
2022
2021
Eezy Plc, purchase guarantee
33,415.1
49,700.4
| 126
BOARD
OF
DIRECTORS’
PROPOSAL
FOR
THE
DISTRIBUTION
OF
PROFITS
NoHo Partners Plc’s distributable assets on 31 December 2022 were EUR 111,470,394.44,
of which the share of the financial period’s result is EUR 2,872,271.54.
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening
on 19 April 2023 that, based on the adopted balance sheet of the financial period ending on
31 December 2022, a dividend of EUR 0.40 (0.00) per share will be paid at the time of
dividend payment on shares owned by external shareholders.
The Board of Directors proposes that the dividend be paid in two (2) instalments, such that
the first instalment of EUR 0.20 per share is paid on 24 May 2023 to shareholders who have
been recorded in the company’s shareholder list maintained by Euroclear Finland Oy by the
record date of 11 May 2023. The Board of Directors proposes that it be authorised to later
decide, according to its discretion, the record and payment date for the second instalment of
the dividend, however in such a way that the second instalment is paid no later than by 20
October 2023 with a record date five weekdays prior to payment date.
At the time of the financial statements on 31 December 2022, there were 20,699,801
externally owned shares.
Helsinki, 15 March.2023
Timo Laine
Chairman of the Board of Directors
Mia Ahlström
Mika Niemi
Yrjö Närhinen
Petri Olkinuora
Kai Seikku
Arttu-Pekka Vikström
CEO
AUDITOR’S
NOTE
An audit report has been issued today.
Helsinki, 15 March 2023
Ernst & Young Oy
Authorised Public Accountants
Juha Hilmola
APA
| 127
AUDITOR’S
REPORT
(Translation of the Finnish original)
To the Annual General Meeting of NoHo Partners Oyj
REPORT ON THE AUDIT OF FINANCIAL STATEMENTS
Opinion
We have audited the financial statements of NoHo Partners Oyj (business identity code
1952494-7) for the year ended 31 December, 2022. The financial statements comprise the
consolidated balance sheet, income statement, statement of comprehensive income,
statement of changes in equity, statement of cash flows and notes, including a summary of
significant accounting policies, as well as the parent company’s balance sheet, income
statement, statement of cash flows and notes.
In our opinion
•
the consolidated financial statements give a true and fair view of the group’s financial
position as well as its financial performance and its cash flows in accordance with
International Financial Reporting Standards (IFRS) as adopted by the EU.
•
the financial statements give a true and fair view of the parent company’s financial
performance and financial position in accordance with the laws and regulations
governing the preparation of financial statements in Finland and comply with statutory
requirements.
Our opinion is consistent with the additional report submitted to the Board of Directors.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our
responsibilities under good auditing practice are further described in the
Auditor’s
Responsibilities for the Audit of Financial Statements
We are independent of the parent company and of the group companies in accordance with
the ethical requirements that are applicable in Finland and are relevant to our audit, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
In our best knowledge and understanding, the non-audit services that we have provided to
the parent company and group companies are in compliance with laws and regulations
applicable in Finland regarding these services, and we have not provided any prohibited
non-audit services referred to in Article 5 (1) of regulation (EU) 537/2014. The non-audit
services that we have provided have been disclosed in note 2.9 to the consolidated financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have fulfilled the responsibilities described in the
Auditor’s responsibilities for the audit
of the financial statements
Accordingly, our audit included the performance of procedures designed to respond to our
assessment of the risks of material misstatement of the financial statements. The results of
our audit procedures, including the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying financial statements.
We have also addressed the risk of management override of internal controls. This includes
consideration of whether there was evidence of management bias that represented a risk of
material misstatement due to fraud.
.
| 128
KEY AUDIT MATTER
HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Valuation of goodwill
Refer to the note 4.1 of the consolidated financial statements.
The value of goodwill amounted to 141.0 million euro at the date of the financial statements
representing 31 % of total assets and 172 % of equity.
Valuation of goodwill was a key audit matter because the assessment process is based on
numerous judgmental estimates and because the amount of goodwill is significant to the
financial statements.
Valuation of goodwill is based on management’s estimate about the value in use calculations
of the cash generating units. There are several underlying assumptions used to determine the
value in use, including development of revenue and profitability and the discount rate applied
on cash flows.
Estimated value in use of the cash generating units may vary significantly when the
underlying assumptions are changed. Changes in above-mentioned individual assumptions
may result in an impairment of goodwill.
This matter is also a significant risk of material misstatement as defined by EU Regulation No
537/2014, point (c) of Article 10(2).
Our audit procedures to address the risk of material misstatement in respect of valuation of
goodwill included among others:
•
Involvement of EY valuation specialists to assist us in evaluating methodologies,
impairment calculations and underlying assumptions applied by the management in
impairment testing.
•
Comparing the key assumptions applied by management in impairment tests to
approved budgets and forecasts, information available in external sources and our
independently calculated industry averages such as weighted average cost of capital
used in discounting the cashflows.
•
In addition, we compared the sum of discounted cash flows in impairment tests to market
capitalization of NoHo Partners Plc
•
We also assessed the sufficiency and appropriateness of the disclosures given in
respect of goodwill and its sensitivity.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director are responsible for the preparation of
consolidated financial statements that give a true and fair view in accordance with
International Financial Reporting Standards (IFRS) as adopted by the EU, and of financial
statements that give a true and fair view in accordance with the laws and regulations
governing the preparation of financial statements in Finland and comply with statutory
requirements. The Board of Directors and the Managing Director are also responsible for
such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are
responsible for assessing the parent company’s and the group’s ability to continue as going
concern, disclosing, as applicable, matters relating to going concern and using the going
concern basis of accounting. The financial statements are prepared using the going concern
basis of accounting unless there is an intention to liquidate the parent company or the group
or cease operations, or there is no realistic alternative but to do so.
| 129
Auditor’s Responsibilities for the Audit of Financial Statements
Our objectives are to obtain reasonable assurance on whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in accordance with good auditing
practice will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
the financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the parent company’s or the group’s
internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
•
Conclude on the appropriateness of the Board of Directors’ and the Managing
Director’s use of the going concern basis of accounting and based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the parent company’s or the group’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the parent company or the
group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the
underlying transactions and events so that the financial statements give a true and fair
view.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the group to express an opinion on the
consolidated financial statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence and communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.Other Reporting Requirements
Other Reporting Requirements
Information on our audit engagement
We were first appointed as auditors by the Annual General Meeting on April 24, 2019
and our appointment represents a total period of uninterrupted engagement of four years.
Other Information
The Board of Directors and the Managing Director are responsible for the other information.
The other information comprises the report of the Board of Directors and the information
included in the Annual Report, but does not include the financial statements and our
auditor’s report thereon. We have obtained the report of the Board of Directors prior to the
date of this auditor’s report and the Annual Report is expected to be made available to us
after that date.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit,
| 130
or otherwise appears to be materially misstated. With respect to the report of the Board of
Directors, our responsibility also includes considering whether the report of the Board of
Directors has been prepared in accordance with the applicable laws and regulations.
In our opinion, the information in the report of the Board of Directors is consistent with the
information in the financial statements and the report of the Board of Directors has been
prepared in accordance with the applicable laws and regulations.
If, based on the work we have performed on the other information that we obtained prior to
the date of this auditor’s report, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this
regard.
Helsinki, March 15, 2023
Ernst & Young Oy
Authorized Public Accountant Firm
Juha Hilmola
Authorized Public Accountant
| 131
INDEPENDENT
AUDITOR’S
REPORT
ON
NOHO
PARTNERS
PLC’S
ESEF-CONSOLIDATED
FINANCIAL
STATEMENTS
(Translation of the Finnish original)
To the Board of Directors of NoHo Partners Oyj
We have performed a reasonable assurance engagement on the iXBRL tagging of the
consolidated financial statements included in the digital files 743700DYZ6R1QNLWQA56-
2022-12-31-fi.zip of NoHo Partners Oyj for the financial year 1.1.-31.12.2022 to ensure that
the financial statements are marked/tagged with iXBRL in accordance with the requirements
of Article 4 of EU Commission Delegated Regulation (EU) 2018/815 (ESEF RTS).
Responsibilities of the Board of Directors and Managing Director
The Board of Directors and Managing Director are responsible for the preparation of the
Report of Board of Directors and financial statements (ESEF financial statements) that comply
with the ESESF RTS. This responsibility includes:
•
preparation of ESEF-financial statements in accordance with Article 3 of ESEF RTS
•
tagging the consolidated financial statements included within the ESEF- financial
statements by using the iXBRL mark ups in accordance with Article 4 of ESEF RTS
•
ensuring consistency between ESEF financial statements and audited financial
statements
The Board of Directors and Managing Director are also responsible for such internal control as
they determine is necessary to enable the preparation of ESEF financial statements in
accordance with the requirements of ESEF RTS.
Auditor’s Independence and Quality Control
We are independent of the company in accordance with the ethical requirements that are
applicable in Finland and are relevant to the engagement we have performed, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
The firm applies International Standard on Quality Management (ISQM) 1, which requires the
firm to design, implement and operate a system of quality management including policies or
procedures regarding compliance with ethical requirements, professional standards and
applicable legal and regulatory requirements
Auditor’s Responsibilities
In accordance with the Engagement Letter we will express an opinion on whether the
electronic tagging of the consolidated financial statements complies in all material respects
with the Article 4 of ESEF RTS. We have conducted a reasonable assurance engagement in
accordance with International Standard on Assurance Engagements ISAE 3000.
The engagement includes procedures to obtain evidence on:
•
whether the tagging of the primary financial statements in the consolidated financial
statements complies in all material respects with Article 4 of the ESEF RTS
•
whether the tagging of the notes to the financial statements and the entity identifier
information in the consolidated financial statements complies in all material respects
with Article 4 of the ESEF RTS
•
whether the ESEF-financial statements are consistent with the audited financial
statements
The nature, timing and extent of the procedures selected depend on the auditor’s judgement
including the assessment of risk of material departures from requirements sets out in the
ESEF RTS, whether due to fraud or error.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our statement.
Opinion
In our opinion the tagging of the consolidated financial statement included in the ESEF
financial statement of NoHo Partners Oyj for the year ended 31.12.2022 complies in all
material respects with the requirements of ESEF RTS.
Our audit opinion on the consolidated financial statements of NoHo Partners Oyj for the year
ended 31.12.2022 is included in our Independent Auditor’s Report dated 15.3.2023. In this
report, we do not express an audit opinion any other assurance on the consolidated
financial statements.
Helsinki 16.3.2023
Ernst & Young Oy
Authorized Public Accountant Firm
Juha Hilmola
Authorized Public Accountant
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BOOKS
AND
RECORDS
List of accounting books, receipt types and storage methods
Books and records
Storage method
General journal
Electronic archive
Nominal ledger
Electronic archive
Accounts receivable
Electronic archive
Accounts payable
Electronic archive
Payroll accounting
Electronic archive
Financial statements
Separately bound / noho.fi/en
Balance sheet specifications
Separately bound
Receipt type
Receipt numbering starts from
Manual entry
80000
Account receipts (TITO)
170000
Sales invoice sums
120001
Payments
70000
Purchase invoices
200000
Purchase invoice payments
40000
Kasperi receipts
160000
eAttest amortisation
150000
Allocation receipts
100001
External preliminary systems
300000
Receipt of notes to the accounts
LTT01
